CV THERAPEUTICS INC
EXHIBIT 10.77
<DOCUMENT>
<TYPE>EX-10.77
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.77
<TEXT>


<PAGE>










   ___________________________________________________________

                      CV Therapeutics, Inc.

                               and

                Wells Fargo Bank Minnesota, N.A.
                         as Rights Agent

           First Amended and Restated Rights Agreement

                    Dated as of July 19, 2000

   ___________________________________________________________

<PAGE>

           First Amended and Restated Rights Agreement

     This   First   Amended   and   Restated   Rights   Agreement
("Agreement"),   dated   as  of  July  19,   2000,   between   CV
Therapeutics,  Inc., a Delaware corporation (the "Company"),  and
Wells Fargo Bank Minnesota, N.A. ("Rights Agent").

     Pursuant  to  the Rights Agreement, dated as of February  2,
1999,  between the Company and Norwest Bank Minnesota, N.A.  (the
"Prior  Agreement"),  the  Board  of  Directors  of  the  Company
authorized  and  declared  a  dividend  of  one  preferred  share
purchase right (a "Right") for each Common Share (as such term is
hereinafter  defined)  outstanding at the close  of  business  on
February  23,  1999 (the "Record Date"), each Right  representing
the  right to purchase one one-hundredth of a Preferred Share (as
such term is hereinafter defined), upon the terms and subject  to
the  conditions herein set forth, and has further authorized  and
directed  the issuance of one Right with respect to  each  Common
Share  that shall become outstanding between the Record Date  and
the  earliest  to occur of the Distribution Date, the  Redemption
Date and the Final Expiration Date (as such terms are hereinafter
defined);  provided,  however, that Rights  may  be  issued  with
respect to Common Shares that shall become outstanding after  the
Distribution Date and prior to the earlier of the Redemption Date
and  the  Final Expiration Date in accordance with the provisions
of Section 22 hereof.

     By  this Agreement, the Board of Directors desires to  amend
and  restate the Prior Agreement in its entirety to include Wells
Fargo Bank Minnesota, N.A. and make certain other changes.

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

Section 1.     Certain Definitions

     .   For purposes of this Agreement, the following terms have
the meanings indicated:

     (a)  "Acquiring Person" shall mean any Person (as such term is
hereinafter  defined) who or which, together with all  Affiliates
and  Associates (as such terms are hereinafter defined)  of  such
Person,   shall  be  the  Beneficial  Owner  (as  such  term   is
hereinafter  defined) of 15% or more of the  Common  Shares  then
outstanding.   Notwithstanding  the  foregoing,  (A)   the   term
Acquiring  Person  shall not include (i) the  Company,  (ii)  any
Subsidiary (as such term is hereinafter defined) of the  Company,
(iii) any employee benefit or compensation plan of the Company or
any  Subsidiary  of the Company, (iv) any entity  holding  Common
Shares  for or pursuant to the terms of any such employee benefit
or  compensation  plan, or (v) an Excluded  Person,  and  (B)  no
Person  shall  become an "Acquiring Person"  either  (x)  as  the
result  of an acquisition of Common Shares by the Company  which,
by  reducing  the  number  of shares outstanding,  increases  the
proportionate number of shares beneficially owned by such  Person
to  15%  or more of the Common Shares then outstanding; provided,
however,  that if a Person shall become the Beneficial  Owner  of
15%  or  more of the Common Shares then outstanding by reason  of
share  purchases  by  the  Company and shall,  following  written
notice  from, or public disclosure by the Company of  such  share
purchases  by  the Company, become the Beneficial  Owner  of  any
additional Common Shares without the prior consent of the Company
and  shall  then  Beneficially

<PAGE>

Own more than 15%  of  the  Common
Shares then outstanding, then such Person shall be deemed  to  be
an   "Acquiring  Person,"  or  (y)  if  the  Board  of  Directors
determines in good faith that a Person who would otherwise be  an
"Acquiring   Person,"  as  defined  pursuant  to  the   foregoing
provisions  of this paragraph (a), has become such inadvertently,
and   such  Person  divests,  as  promptly  as  practicable   (as
determined in good faith by the Board of Directors), but  in  any
event  within  five Business Days, following receipt  of  written
notice from the Company of such event, of Beneficial Ownership of
a sufficient number of Common Shares so that such Person would no
longer  be  an  Acquiring  Person, as  defined  pursuant  to  the
foregoing  provisions  of this paragraph (a),  then  such  Person
shall  no  longer  be  deemed  to be an  "Acquiring  Person"  for
purposes  of  this  Agreement; provided, however,  that  if  such
Person shall again become the Beneficial Owner of 15% or more  of
the  Common Shares then outstanding, such Person shall be  deemed
an  "Acquiring Person," subject to the exceptions  set  forth  in
this Section 1(a).

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

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

         (i)  which such Person or any of such Person's Affiliates or
Associates  is deemed to beneficially own, within the meaning  of
Rule  13d-3  of  the  General  Rules and  Regulations  under  the
Exchange Act as in effect on the date of this Rights Agreement;

         (ii) which such Person or any of such Person's Affiliates or
Associates  has (A) the right to acquire (whether such  right  is
exercisable  immediately  or  only after  the  passage  of  time)
pursuant  to  any agreement, arrangement or understanding  (other
than  customary  agreements  with and  between  underwriters  and
selling group members with respect to a bona fide public offering
of  securities and other than agreements between the Company  and
any  corporate  partner pursuant to which the right  to  purchase
shares  is  conditioned  upon  the  achievement  of  research  or
development  milestones)  or  upon  the  exercise  of  conversion
rights,  exchange  rights,  rights  (other  than  these  Rights),
warrants  or  options, or otherwise; provided,  however,  that  a
Person  shall  not  be  deemed the Beneficial  Owner  of,  or  to
beneficially  own, securities tendered pursuant to  a  tender  or
exchange offer made by or on behalf of such Person or any of such
Person's  Affiliates or Associates until such tendered securities
are  accepted for purchase or exchange; or (B) the right to  vote
pursuant   to   any  agreement,  arrangement  or   understanding;
provided,  however,  that  a  Person  shall  not  be  deemed  the
Beneficial Owner of, or to beneficially own, any security if  the
agreement,  arrangement or understanding to  vote  such  security
(1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made
pursuant  to,  and in accordance with, the applicable  rules  and
regulations  promulgated under the Exchange Act and  (2)  is  not
also  then reportable on Schedule 13D under the Exchange Act  (or
any comparable or successor report); or

(iii)     which are beneficially owned, directly or indirectly,
by any other Person with which such Person or any of such
Person's Affiliates or Associates has any agreement, arrangement
or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a
bona fide public offering of securities) for the

<PAGE>

purpose of
acquiring, holding, voting (except to the extent contemplated by
the proviso to Section 1(c)(ii)(B) hereof) or disposing of any
securities of the Company.

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

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

(e)  "Close of Business" on any given date shall mean 5:00 p.m.,
Pacific Time, on such date; provided, however, that if such date
is not a Business Day it shall mean 5:00 p.m., Pacific Time, on
the next succeeding Business Day.

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

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

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

(i)  "Interested Stockholder" shall mean any Acquiring Person or
any Affiliate or Associate of an Acquiring Person or any other
Person in which any such Acquiring Person, Affiliate or Associate
has an interest, or any other Person acting directly or
indirectly on behalf of or in concert with any such Acquiring
Person, Affiliate or Associate.

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

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

(l)  "Purchase Price" shall have the meaning set forth in
Section 7(b) hereof.

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

(n)  "Shares Acquisition Date" shall mean the first date of
public announcement by the Company or an Acquiring Person that an
Acquiring Person has become such; provided, however that, if such
Person is determined not to have become an Acquiring Person
pursuant to

<PAGE>

clause (y) of Subsection 1(a)(B) hereof, then no
Shares Acquisition Date shall be deemed to have occurred.

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

(p)  "Transaction" shall mean any merger, consolidation or sale
of assets described in Section 13(a) hereof or any acquisition of
Common Shares which would result in a Person becoming an
Acquiring Person or a Principal Party (as such term is
hereinafter defined).

(q)  "Transaction Person" with respect to a Transaction shall
mean (i) any Person who (x) is or will become an Acquiring Person
or a Principal Party (as such term is hereinafter defined) if the
Transaction were to be consummated and (y) directly or indirectly
proposed or nominated a director of the Company which director is
in office at the time of consideration of the Transaction, or
(ii) an Affiliate or Associate of such a Person.

Section 2.     Appointment of Rights Agent

     .

         The  Company hereby appoints the Rights Agent to act  as
agent for the Company in accordance with the terms and conditions
hereof,  and  the  Rights Agent hereby accepts such  appointment.
The  Company may from time to time appoint such co-Rights  Agents
as it may deem necessary or desirable.

Section 3.     Issue of Right Certificates

     .

     (a)  Until the earlier of (i) the Shares Acquisition Date or
(ii)  the  tenth  Business Day (or such  later  date  as  may  be
determined by action of the Board of Directors prior to such time
as  any Person becomes an Acquiring Person) after the date of the
commencement (determined in accordance with Rule 14d-2 under  the
Exchange  Act)  by  any  Person  (other  than  the  Company,  any
Subsidiary  of  the  Company, any employee benefit  plan  of  the
Company or of any Subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan)  of,
or  of  the  first  public announcement of the intention  of  any
Person  (other than the Company, any Subsidiary of  the  Company,
any employee benefit plan of the Company or of any Subsidiary  of
the  Company or any entity holding Common Shares for or  pursuant
to  the terms of any such plan) to commence, a tender or exchange
offer  (which  intention to commence remains in effect  for  five
Business Days after such announcement), the consummation of which
would   result  in  any  Person  becoming  an  Acquiring   Person
(including  any  such  date  which is  after  the  date  of  this
Agreement and prior to the issuance of the Rights, the earlier of
such  dates being herein referred to as the "Distribution Date"),
(x)  the Rights will be evidenced by the certificates for  Common
Shares  registered  in  the names of the holders  thereof  (which
certificates  shall also be deemed to be Right Certificates)  and
not  by separate Right Certificates, and (y) the Rights (and  the
right   to   receive   Right  Certificates  therefor)   will   be
transferable  only  in  connection with the  transfer  of  Common
Shares.  As soon as practicable after the Distribution Date,  the
Company   will  prepare  and  execute,  the  Rights  Agent   will
countersign, and the Company will send or cause to be  sent  (and
the  Rights  Agent  will,  if requested,  send)  by  first-class,
insured,  postage-prepaid mail, to each record holder  of  Common
Shares  as of the Close of Business on the Distribution Date,  at
the address of such holder shown on the records of the Company, a
Right  Certificate, in substantially the form of Exhibit B hereto
(a  "Right  Certificate"), evidencing one Right for  each  Common

<PAGE>

Share so held, subject to the adjustment provisions of Section 11
of  this  Rights  Agreement.  As of the  Distribution  Date,  the
Rights will be evidenced solely by such Right Certificates.

(b)  On the Record Date, or as soon as practicable thereafter,
the Company will send (directly or through the Rights Agent or
its transfer agent) a copy of a Summary of Rights to Purchase
Preferred Shares, in substantially the form of Exhibit C hereto
(the "Summary of Rights"), by first-class, postage-prepaid mail,
to each record holder of Common Shares as of the Close of
Business on the Record Date, at the address of such holder shown
on the records of the Company.  With respect to certificates for
Common Shares outstanding as of the Record Date, until the
Distribution Date, the Rights will be evidenced by such
certificates registered in the names of the holders thereof.
Until the Distribution Date (or the earlier of the Redemption
Date and the Final Expiration Date), the surrender for transfer
of any certificate for Common Shares outstanding on the Record
Date shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby.

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

          This  certificate also evidences and entitles  the
     holder  hereof to certain rights as set  forth  in  the
     First Amended and Restated Rights Agreement between  CV
     Therapeutics, Inc. (the "Corporation") and Wells  Fargo
     Bank  Minnesota,  N.A., as Rights  Agent  (the  "Rights
     Agent"),  dated  as of July 19, 2000, as  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   Corporation.    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  Corporation  will  mail  to  the  holder  of  this
     certificate  a  copy  of the Rights  Agreement  without
     charge  after  receipt  of a written  request  therefor
     addressed  to  the  Secretary of the  Corporation.   As
     described in the Rights Agreement, Rights issued to any
     Person  who becomes an Acquiring Person or an Affiliate
     or   Associate  thereof  (as  defined  in  the   Rights
     Agreement)   and   certain  related  persons,   whether
     currently held by or on behalf of such Person or by any
     subsequent holder, shall become null and void.

     With  respect to such certificates containing the  foregoing
legend,  until the Distribution Date, the Rights associated  with
the  Common  Shares  represented by such  certificates  shall  be
evidenced  by  such  certificates alone, and  the  surrender  for
transfer  of  any  such  certificate shall  also  constitute  the
transfer  of  the  Rights  associated  with  the  Common   Shares
represented thereby.  In the event that the Company purchases  or
acquires any Common Shares after the Record Date but prior to the
Distribution Date, any Rights associated with such Common  Shares
shall  be  deemed canceled and retired so that the Company  shall
not be entitled to exercise any Rights associated with the Common
Shares  which  are  no longer outstanding.  Notwithstanding  this
Section  3(c),  the  omission of a legend shall  not  affect  the
enforceability of any part of this Rights Agreement or the rights
of any holder of the Rights.

<PAGE>

Section 4.     Form of Right Certificates

     .

     (a)  The Right Certificates (and the form of election to purchase
Preferred  Shares,  the  form  of  assignment  and  the  form  of
certification  to  be printed on the reverse  thereof)  shall  be
substantially  the  same as Exhibit B hereto and  may  have  such
marks   of   identification  or  designation  and  such  legends,
summaries or endorsements printed thereon as the Company may deem
appropriate  and as are not inconsistent with the  provisions  of
this  Agreement,  or  as  may  be required  to  comply  with  any
applicable  law  or  with  any rule or regulation  made  pursuant
thereto  or with any rule or regulation of any stock exchange  or
quotation  system on which the Rights may from time  to  time  be
listed,  or  to  conform to usage.  Subject to the provisions  of
Sections  7,  11  and  22  hereof, the Right  Certificates  shall
entitle  the holders thereof to purchase such number of one  one-
hundredths of a Preferred Share as shall be set forth therein  at
the  price  per one one-hundredth of a Preferred Share set  forth
therein  (the "Purchase Price"), but the number of such one  one-
hundredths of a Preferred Share and the Purchase Price  shall  be
subject to adjustment as provided herein.

(b)  Any Right Certificate issued pursuant to Section 3(a) or
Section 22 hereof that represents Rights which are null and void
pursuant to Section 11(a)(ii) hereof and any Right Certificate
issued pursuant to Section 6 or Section 11 hereof upon transfer,
exchange, replacement or adjustment of any other Right
Certificate referred to in this sentence shall contain (to the
extent feasible) 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).  Accordingly,   this   Right
     Certificate and the Rights represented hereby are  null
     and void.

     The   provisions  of  Section  11(a)(ii)  hereof  shall   be
operative whether or not the foregoing legend is contained on any
such Right Certificate.

<PAGE>

Section 5.     Countersignature and Registration

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

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

<PAGE>

Section  6.      Transfer, Split Up, Combination and Exchange  of
Right  Certificates; Mutilated, Destroyed, Lost or  Stolen  Right
Certificates

     .    Subject   to  the  provisions  of  Section   11(a)(ii),
Section 14 and Section 24 hereof, at any time after the Close  of
Business  on the Distribution Date, and at or prior to the  Close
of  Business on the earlier of the Redemption Date or  the  Final
Expiration Date, any Right Certificate or Right Certificates  may
be transferred, split up, combined or exchanged for another Right
Certificate  or  Right  Certificates,  entitling  the  registered
holder  to  purchase  a like number of one  one-hundredths  of  a
Preferred  Share  as the Right Certificate or Right  Certificates
surrendered   then  entitled  such  holder  to   purchase.    Any
registered  holder  desiring to transfer, split  up,  combine  or
exchange  any Right Certificate or Right Certificates shall  make
such  request in writing delivered to the Rights Agent, and shall
surrender  the  Right  Certificate or Right  Certificates  to  be
transferred, split up, combined or exchanged at the office of the
Rights  Agent  designated for such purpose.  Neither  the  Rights
Agent  nor  the  Company shall be obligated to  take  any  action
whatsoever  with respect to the transfer of any such  surrendered
Right   Certificate  until  the  registered  holder  shall   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.
Thereupon  the Rights Agent shall, subject to Section  11(a)(ii),
Section 14 and Section 24 hereof, countersign and deliver to  the
person   entitled   thereto   a  Right   Certificate   or   Right
Certificates, as the case may be, as so requested.   The  Company
may  require  payment of a sum sufficient to  cover  any  tax  or
governmental  charge that may be imposed in connection  with  any
transfer,   split   up,   combination  or   exchange   of   Right
Certificates.

     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,  at the Company's request, reimbursement  to  the
Company   and  the  Rights  Agent  of  all  reasonable   expenses
incidental  thereto, and upon surrender to the Rights  Agent  and
cancellation of the Right Certificate if mutilated,  the  Company
will  issue, execute and deliver a new Right Certificate of  like
tenor  to  the Rights Agent for countersignature and delivery  to
the  registered holder in lieu of the Right Certificate so  lost,
stolen, destroyed or mutilated.

     Notwithstanding any other provisions hereof, the Company and
the  Rights Agent may amend this Rights Agreement to provide  for
uncertificated  Rights  in addition to  or  in  place  of  Rights
evidenced by Rights Certificates.

Section  7.      Exercise of Rights; Purchase  Price;  Expiration
Date of Rights.

     (a)  The registered holder of any Right Certificate may exercise
the  Rights  evidenced  thereby  (except  as  otherwise  provided
herein)  in  whole or in part at any time after the  Distribution
Date  upon surrender of the Right Certificate, with the  form  of
election  to purchase on the reverse side thereof duly  executed,
to  the Rights Agent at the office of the Rights Agent designated
for such purpose, together with payment of the Purchase Price for
each one one-hundredth of a Preferred Share (or such other number
of  shares  or  other  securities) as to  which  the  Rights  are
exercised,  at  or  prior to the earliest of  (i)  the  Close  of
Business  on  February  1,  2009 (the "Final  Expiration  Date"),
(ii)  the  time at which the Rights are redeemed as  provided  in
Section  23 hereof

<PAGE>

(the "Redemption Date"), or (iii) the time  at
which such Rights are exchanged as provided in Section 24 hereof.

(b)  The purchase price (the "Purchase Price") for each one one-
hundredth of a Preferred Share pursuant to the exercise of a
Right shall initially be $500.00 and shall be subject to
adjustment from time to time as provided in Sections 11 and 13
hereof and shall be payable in lawful money of the United States
of America in accordance with paragraph (c) below.

(c)  Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed,
accompanied by payment of the Purchase Price for the shares to be
purchased and an amount equal to any applicable transfer tax
required to be paid by the holder of such Right Certificate in
accordance with Section 9 hereof by certified check, cashier's
check, bank draft or money order payable to the order of the
Company, the Rights Agent shall thereupon promptly
(i) (A) requisition from any transfer agent for the Preferred
Shares certificates for the number of Preferred Shares to be
purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) if the
Company, in its sole discretion, shall have elected to deposit
the Preferred Shares issuable upon exercise of the Rights
hereunder into a depository, requisition from the depositary
agent depositary receipts representing such number of one one-
hundredths of a Preferred Share as are to be purchased (in which
case certificates for the Preferred Shares represented by such
receipts shall be deposited by the transfer agent with the
depositary agent) and the Company hereby directs the depositary
agent to comply with such request, (ii) when appropriate,
requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with
Section 14 hereof, (iii) after receipt of such certificates or
depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate,
registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt, deliver such
cash to or upon the order of the registered holder of such Right
Certificate.  In the event that the Company is obligated to issue
securities of the Company other than Preferred Shares (including
Common Shares) of the Company pursuant to Section 11(a) hereof,
the Company will make all arrangements necessary so that such
other securities are available for distribution by the Rights
Agent, if and when appropriate.

     In  addition, in the case of an exercise of the Rights by  a
holder  pursuant  to Section 11(a)(ii) hereof, the  Rights  Agent
shall  return  such  Right Certificate to the  registered  holder
thereof   after  imprinting,  stamping  or  otherwise  indicating
thereon that the rights represented by such Right Certificate  no
longer  include the rights provided by Section 11(a)(ii)  hereof,
and,  if  fewer  than all the Rights represented  by  such  Right
Certificate were so exercised, the Rights Agent shall indicate on
the  Right  Certificate the number of Rights represented  thereby
which   continue  to  include  the  rights  provided  by  Section
11(a)(ii) hereof.

     (d)  In case the registered holder of any Right Certificate shall
exercise fewer 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 hereof.

(e)  The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued
Preferred Shares or any Preferred Shares held in its

<PAGE>

treasury,
the number of Preferred Shares that will be sufficient to permit
the exercise in full of all outstanding Rights in accordance with
this Section 7.

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

Section 8.     Cancellation and Destruction of 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
delivered  or 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 any of the provisions  of  this
Agreement.   The  Company shall deliver to the Rights  Agent  for
cancellation and retirement, and the Rights Agent shall so cancel
and retire, any other 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   approximately  one  and  one-half   years   after   the
cancellation  date,  or  shall, at the  written  request  of  the
Company,  destroy such canceled Right Certificates, and  in  such
case  shall deliver a certificate of destruction thereof  to  the
Company.

Section 9.     Availability of Preferred Shares

     .   The  Company covenants and agrees that so  long  as  the
Preferred  Shares  (and,  after the  time  a  person  becomes  an
Acquiring Person, Common Shares or any other securities) issuable
upon  the  exercise of the Rights may be listed on  any  national
securities  exchange or quotation system, the Company  shall  use
its best efforts to cause, from and after such time as the Rights
become exercisable, all shares reserved for such issuance  to  be
listed  on such exchange or quotation system upon official notice
of issuance upon such exercise.

     The  Company covenants and agrees that it will take all such
action  as  may be necessary to ensure that all Preferred  Shares
(or  Common  Shares and other securities, as  the  case  may  be)
delivered upon exercise of Rights shall, at the time of  delivery
of the certificates for such Preferred Shares (subject to payment
of the Purchase Price), be duly and validly authorized and issued
and fully paid and nonassessable shares or other securities.

     The  Company further covenants and agrees that it  will  pay
when due and payable any and all federal and state transfer taxes
and  charges  which may be payable in respect of the issuance  or
delivery  of  the  Right Certificates or of any Preferred  Shares
upon the exercise of Rights.  The Company shall not, however,  be
required to pay any transfer tax which may be payable in  respect
of  any  transfer or delivery of Right Certificates to  a  person
other  than,  or  the  issuance or delivery  of  certificates  or
depositary receipts for the Preferred Shares in a name other than
that   of,   the  registered  holder  of  the  Right  Certificate
evidencing  Rights surrendered for exercise or  to  issue  or  to
deliver  any  certificates or depositary receipts  for  Preferred
Shares  upon

<PAGE>

the exercise of any Rights until any such tax  shall
have  been paid (any such tax being payable by the holder of such
Right Certificate at the time of surrender) or until it has  been
established to the Company's reasonable satisfaction that no such
tax is due.

     As  soon  as  practicable after the Distribution  Date,  the
Company shall use its best efforts to:

     (a)   prepare  and file a registration statement  under  the
Securities  Act of 1933, as amended (the "Act"), with respect  to
the  Rights and the securities purchasable upon exercise  of  the
Rights on an appropriate form, will use its best efforts to cause
such  registration  statement  to become  effective  as  soon  as
practicable  after such filing and will use its best  efforts  to
cause  such  registration statement to remain effective  (with  a
prospectus  at  all times meeting the requirements  of  the  Act)
until the Final Expiration Date; and

         (i)  use its best efforts to qualify or register the Rights and
the  securities purchasable upon exercise of the Rights under the
blue  sky  laws  of  such jurisdictions as may  be  necessary  or
appropriate.

Section 10.    Preferred Shares Record Date

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

Section 11.    Adjustment of Purchase Price, Number of Shares  or
Number of Rights

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

     (a)

(i)  In the event the Company shall at any time after the date of
this  Agreement  (A) declare a dividend on the  Preferred  Shares
payable  in  Preferred  Shares,  (B)  subdivide  the  outstanding
Preferred  Shares, (C) combine the outstanding  Preferred  Shares
into a smaller number of Preferred Shares or (D) issue any shares
of  its  capital  stock in a reclassification  of  the  Preferred
Shares (including any such reclassification in connection with  a
consolidation or merger in which the Company is the continuing or
surviving  Company),  except

<PAGE>

as  otherwise  provided   in   this
Section  11(a), the Purchase Price in effect at the time  of  the
record  date for such dividend or of the effective date  of  such
subdivision, combination or reclassification, and the number  and
kind  of shares of capital stock issuable on such date, shall  be
proportionately  adjusted  so  that  the  holder  of  any   Right
exercised  after  such  time shall be  entitled  to  receive  the
aggregate  number and kind of shares of capital stock  which,  if
such Right had been exercised immediately prior to such date  and
at a time when the Preferred Shares transfer books of the Company
were  open,  such holder would have owned upon such exercise  and
been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification; provided, however,  that  in  no
event shall the consideration to be paid upon the exercise of one
Right  be  less  than the aggregate par value of  the  shares  of
capital stock of the Company issuable upon exercise of one Right.
If  an event occurs which would require an adjustment under  both
Section  11(a)(i)  and Section 11(a)(ii) hereof,  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) hereof.

(ii) Subject to Section 24 hereof and the provisions of the next
paragraph of this Section 11(a)(ii), in the event any Person
shall become an Acquiring Person, each holder of a Right shall,
for a period of 60 days after the later of such time any Person
becomes an Acquiring Person or the effective date of an
appropriate registration statement under the Act pursuant to
Section 9 hereof (provided, however that, if at any time prior to
the expiration or termination of the Rights there shall be a
temporary restraining order, a preliminary injunction, an
injunction, or temporary suspension by the Board of Directors, or
similar obstacle to exercise of the Rights (the "Injunction")
which prevents exercise of the Rights, a new 60-day period shall
commence on the date the Injunction is removed), have a right to
receive, upon exercise thereof at a price equal to the then
current Purchase Price multiplied by the number of one one-
hundredths of a Preferred Share for which a Right is then
exercisable, in accordance with the terms of this Agreement and
in lieu of Preferred Shares, such number of Common Shares as
shall equal the result obtained by (A) multiplying the then
current Purchase Price by the number of one one-hundredths of a
Preferred Share for which a Right is then exercisable and
dividing that product by (B) 50% of the then current per share
market price of the Common Shares (determined pursuant to
Section 11(d) hereof) on the date such Person became an Acquiring
Person; provided, however, that if the transaction that would
otherwise give rise to the foregoing adjustment is also subject
to the provisions of Section 13 hereof, then only the provisions
of Section 13 hereof shall apply and no adjustment shall be made
pursuant to this Section 11(a)(ii).  In the event that any Person
shall become an Acquiring Person and the Rights shall then be
outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the
Rights.

     Notwithstanding anything in this Agreement to the  contrary,
from  and after the time any Person becomes an Acquiring  Person,
any Rights beneficially owned by (i) such Acquiring Person or  an
Associate  or  Affiliate  of  such  Acquiring  Person,   (ii)   a
transferee of such Acquiring Person (or of any such Associate  or
Affiliate)  who  becomes a transferee after the Acquiring  Person
became  such, or (iii) a transferee of such Acquiring Person  (or
of  any  such  Associate or Affiliate) who becomes  a  transferee
prior  to  or  concurrently with the Acquiring Person's  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

<PAGE>

or  to  any
Person   with  whom  the  Acquiring  Person  has  any  continuing
agreement, arrangement or understanding regarding the transferred
Rights  or  (B)  a transfer which the Board of Directors  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 11(a)(ii), shall become null  and  void
without  any  further action and no holder of such  Rights  shall
have  any rights whatsoever with respect to such Rights,  whether
under  any provision of this Agreement or otherwise.  The Company
shall use all reasonable efforts to insure that the provisions of
this Section 11(a)(ii) and Section 4(b) hereof are complied with,
but  shall  have no liability to any holder of Right Certificates
or  other  Person  as  a  result  of  its  failure  to  make  any
determinations  with  respect  to  an  Acquiring  Person  or  its
Affiliates,  Associates  or  transferees  hereunder.   No   Right
Certificate shall be issued at any time upon the transfer of  any
Rights to an Acquiring Person whose Rights would be void pursuant
to  the  preceding sentence or any Associate or Affiliate thereof
or  to  any  nominee  of  such  Acquiring  Person,  Associate  or
Affiliate;  and  any Right Certificate delivered  to  the  Rights
Agent  for transfer to an Acquiring Person whose Rights would  be
void pursuant to the preceding sentence shall be canceled.

         (iii)     In lieu of issuing Common Shares in accordance with
Section 11(a)(ii) hereof, the Company may, if a majority  of  the
Board of Directors then in office determines that such action  is
necessary  or  appropriate and not contrary to the  interests  of
holders of Rights, elect to (and, in the event that the Board  of
Directors  has  not  exercised the exchange  right  contained  in
Section 24(c) hereof and there are not sufficient treasury shares
and  authorized but unissued Common Shares to permit the exercise
in   full   of  the  Rights  in  accordance  with  the  foregoing
subparagraph (ii), the Company shall) take all such action as may
be necessary to authorize, issue or pay, upon the exercise of the
Rights,  cash  (including by way of a reduction of  the  Purchase
Price),  property,  Common  Shares,  other  securities   or   any
combination thereof having an aggregate value equal to the  value
of  the  Common  Shares which otherwise would have been  issuable
pursuant to Section 11(a)(ii) hereof, which aggregate value shall
be  determined by a nationally recognized investment banking firm
selected by a majority of the Board of Directors then in  office.
For  purposes of the preceding sentence, the value of the  Common
Shares shall be determined pursuant to Section 11(d) hereof.  Any
such  election by the Board of Directors must be made  within  60
days  following the date on which the event described in  Section
11(a)(ii)  hereof shall have occurred.  Following the  occurrence
of the event described in Section 11(a)(ii) hereof, a majority of
the   Board   of  Directors  then  in  office  may  suspend   the
exercisability  of  the Rights for a period  of  up  to  60  days
following  the  date  on  which the event  described  in  Section
11(a)(ii)  hereof  shall have occurred to the  extent  that  such
directors have not determined whether to exercise their rights of
election under this Section 11(a)(iii).  In the event of any such
suspension, the Company shall issue a public announcement stating
that  the  exercisability  of  the Rights  has  been  temporarily
suspended.

(b)  In case the Company shall fix a record date for the issuance
of rights, options or warrants to all holders of Preferred Shares
entitling them to subscribe for or purchase Preferred Shares  (or
shares  having the same designations and the powers,  preferences
and  rights, and the qualifications, limitations and restrictions
as  the  Preferred  Shares ("equivalent  preferred  shares"))  or
securities   convertible  into  Preferred  Shares  or  equivalent
preferred  shares  at a price per Preferred Share  or  equivalent
preferred  share (or having a conversion price per  share,  if  a
security   convertible  into  Preferred  Shares   or   equivalent
preferred  shares) less than the then current  per

<PAGE>

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

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

(d)

  (i)  For the purpose of any computation hereunder, the "current
per  share  market price" of any security (a "Security"  for  the
purpose of this Section 11(d)(i)) on any date shall be deemed  to
be  the  average of the daily closing prices per  share  of  such
Security  for  the 30

<PAGE>

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

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

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

<PAGE>

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

(f)  If as a result of an adjustment made pursuant to
Section 11(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any shares of capital
stock of the Company other than Preferred Shares, thereafter the
number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Shares contained in
Sections 11(a) through 11(c) hereof, inclusive, and the
provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to
the Preferred Shares shall apply on like terms to any such other
shares.

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

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

(i)  The Company may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in
substitution for any adjustment in the number of one one-
hundredths of a Preferred Share purchasable upon the exercise of
a Right.  Each of the Rights outstanding after such adjustment of
the number of Rights shall be exercisable for the number of one
one-hundredths of a Preferred Share for which a Right was
exercisable immediately prior to such adjustment.  Each Right
held of record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the
Purchase Price.  The Company shall make a public announcement of
its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made.  This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued,
shall be at least 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 hereof, the additional Rights to which such
holders shall be

<PAGE>

entitled as a result of such adjustment, or, at
the option of the Company, shall cause to be distributed to such
holders of record in substitution and replacement for the Right
Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment.
Right Certificates so to be distributed shall be issued, executed
and countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right
Certificates on the record date specified in the public
announcement.

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

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

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

(m)  The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23
or Section 27 hereof, take (or permit any Subsidiary to take) any
action the purpose of which is to, or if at the time such action
is taken it is reasonably foreseeable that the effect of such
action is to, materially diminish or eliminate the benefits
intended to be afforded by the Rights.  Any such action taken by
the Company during any period after any Person becomes an
Acquiring Person but prior to the Distribution Date shall be null
and void unless such action could be taken under this Section
11(m) from and after the Distribution Date.

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

<PAGE>

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

(p)  The exercise of Rights under Section 11(a)(ii) hereof shall
only result in the loss of rights under Section 11(a)(ii) hereof
to the extent so exercised and shall not otherwise affect the
rights represented by the Rights under this Agreement, including
the rights represented by Section 13 hereof.

Section  12.    Certificate of Adjusted Purchase Price or  Number
of Shares

     .  Whenever an adjustment is made as provided in Sections 11
and  13  hereof,  the  Company  shall  promptly  (a)  prepare   a
certificate setting forth such adjustment, and a brief  statement
of  the  facts accounting for such adjustment, (b) file with  the
Rights  Agent and with each transfer agent for the Common  Shares
or the Preferred Shares a copy of such certificate and (c) mail a
brief  summary  thereof to each holder of a Right Certificate  in
accordance  with Section 25 hereof.  The Rights  Agent  shall  be
fully  protected in relying on any such certificate  and  on  any
adjustment  therein contained and shall not  be  deemed  to  have
knowledge  of  any  adjustment unless and  until  it  shall  have
received such certificate.

Section  13.     Consolidation, Merger or  Sale  or  Transfer  of
Assets or Earning Power.

     (a)  In the event that, following the Shares Acquisition Date or,
if  a Transaction is proposed, the Distribution Date, directly or
indirectly (x) the Company shall consolidate with, or merge  with
and  into,  any Interested Stockholder, or if in such  merger  or
consolidation all holders of Common Stock are not treated  alike,
any other Person, (y) any Interested Person, or if in such merger
or  consolidation  all holders of Common Stock  are  not  treated
alike,  any  other Person shall consolidate with the Company,  or
merge  with  and into the Company, and the Company shall  be  the
continuing  or surviving corporation of such merger (other  than,
in  the  case of either transaction described in (x)  or  (y),  a
merger  or consolidation which would result in all of the  voting
power  represented  by the securities of the Company  outstanding
immediately  prior  thereto continuing to  represent  (either  by
remaining  outstanding or by being converted into  securities  of
the  surviving entity) all of the voting power represented by the
securities  of  the Company or such surviving entity  outstanding
immediately after such merger or consolidation and the holders of
such securities not having changed as a result of such merger  or
consolidation),  or  (z)  the Company  shall  sell,  mortgage  or
otherwise  transfer  (or  one or more of its  subsidiaries  shall
sell,

<PAGE>

mortgage  or  otherwise  transfer),  in   one   or   more
transactions, assets or earning power aggregating more  than  50%
of   the  assets  or  earning  power  of  the  Company  and   its
subsidiaries (taken as a whole) to any Interested Stockholder  or
Stockholders,  or  if in such transaction all holders  of  Common
Stock  are not treated alike, any other Person, (other  than  the
Company  or  any  Subsidiary  of  the  Company  in  one  or  more
transactions  each of which individually and the  aggregate  does
not  violate Section 13(d) hereof) then, and in each  such  case,
proper  provision  shall be made so that (i)  each  holder  of  a
Right, subject to Section 11(a)(ii) hereof, shall have the  right
to  receive,  upon the exercise thereof at a price equal  to  the
then  current Purchase Price multiplied by the number of one one-
hundredths  of  a  Preferred Share for  which  a  Right  is  then
exercisable in accordance with the terms of this Agreement and in
lieu  of Preferred Shares, such number of freely tradeable Common
Shares  of  the  Principal  Party (as such  term  is  hereinafter
defined),  free  and  clear of liens, rights  of  call  or  first
refusal, encumbrances or other adverse claims, as shall be  equal
to  the  result  obtained  by (A) multiplying  the  then  current
Purchase Price by the number of one one-hundredths of a Preferred
Share for which a Right is then exercisable (without taking  into
account    any    adjustment   previously   made   pursuant    to
Section 11(a)(ii) hereof) and dividing that product by (B) 50% of
the  then current per share market price of the Common Shares  of
such  Principal  Party  (determined  pursuant  to  Section  11(d)
hereof)  on  the  date  of  consummation of  such  consolidation,
merger,  sale  or  transfer;  (ii)  such  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; (iii) the  term
"Company"  shall thereafter be deemed to refer to such  Principal
Party,  it  being  specifically intended that the  provisions  of
Section  11  hereof  shall  apply to such  Principal  Party;  and
(iv)  such Principal Party shall take such steps (including,  but
not  limited to, the reservation of a sufficient number of shares
of  its  Common Shares in accordance with Section  9  hereof)  in
connection with such consummation as may be necessary  to  assure
that  the  provisions hereof shall thereafter be  applicable,  as
nearly  as  reasonably may be, in relation to its  Common  Shares
thereafter deliverable upon the exercise of the Rights.

(b)  "Principal Party" shall mean:

         (i)  in the case of any transaction described in clause (x) or
(y)  of  the  first sentence of Section 13(a) hereof, the  Person
that is the issuer of any securities into which Common Shares are
converted  in such merger or consolidation, and if no  securities
are  so  issued, the Person that is the other party to the merger
or  consolidation (or, if applicable, the Company, if it  is  the
surviving Corporation); and

(ii) in the case of any transaction described in (z) of the first
sentence of Section 13(a) hereof, the Person that is the party
receiving the greatest portion of the assets or earning power
transferred pursuant to such transaction or transactions;

provided, however, that in any case, (1) if the Common Shares  of
such  Person  are not at such time and have 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  or Affiliate of another Person the Common  Shares  of
which  are  and have been so registered, "Principal Party"  shall
refer  to  such other Person; (2) if such Person is a subsidiary,
directly or indirectly, or Affiliate of more than one Person, the
Common  Shares  of  two or more of which are  and  have  been  so
registered,  "Principal Party" shall refer to whichever  of  such
Persons  is  the issuer of the

<PAGE>

Common Shares having the  greatest
aggregate market value; and (3) if 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 (1) and (2) above shall apply to each  of
the  chains of ownership having an interest in such joint venture
as if such party were a "subsidiary" of both or all of such joint
venturers and the Principal Parties in each such chain shall bear
the obligations set forth in this Section 13 in the same ratio as
their  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 the Principal Party shall have  a
sufficient number of authorized Common Shares that have not  been
issued or reserved for issuance to permit the exercise in full of
the  Rights  in accordance with this Section 13 and unless  prior
thereto  the  Company  and each Principal Party  and  each  other
Person  who  may  become a Principal Party as a  result  of  such
consolidation, merger, sale or transfer shall have  (i)  executed
and  delivered  to  the  Rights Agent  a  supplemental  agreement
providing  for the terms set forth in paragraphs (a) and  (b)  of
this  Section  13 and (ii) prepared, filed and had  declared  and
remain  effective a registration statement under the Act  on  the
appropriate  form with respect to the Rights and  the  securities
exercisable  upon  exercise of the Rights and  further  providing
that, as soon as practicable after the date of any consolidation,
merger, sale or transfer of assets mentioned in paragraph (a)  of
this Section 13, the Principal Party at its own expense will:

         (i)  cause the registration statement under the Act with respect
to the Rights and the securities purchasable upon exercise of the
Rights  on  an  appropriate  form to  remain  effective  (with  a
prospectus  at  all times meeting the requirements  of  the  Act)
until the Final Expiration Date;

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

(iii)     list the Rights and the securities purchasable upon
exercise of the Rights on each national securities exchange on
which the Common Shares were listed prior to the consummation of
such consolidation, merger, sale or transfer of assets or on the
Nasdaq National Market if the Common Shares were listed on the
Nasdaq National Market or, if the Common Shares were not listed
on a national securities exchange or the Nasdaq National Market
prior to the consummation of the consolidation, merger, sale or
transfer of assets, on a national securities exchange or the
Nasdaq National Market; and

(iv) deliver to holders of the Rights historical financial
statements for the Principal Party and each of its Affiliates
which comply in all material respects with the requirements for
registration on Form 10 under the Exchange Act.

     The  provisions of this Section 13 shall similarly apply  to
successive mergers or consolidations or sales or other transfers.

     (d)   After the Distribution Date, the Company covenants and
agrees that it shall not (i) consolidate with, (ii) merge with or
into,  or (iii) sell or transfer to, in one or more transactions,

<PAGE>

assets  or earning power aggregating more than 50% of the  assets
or  earning power of the Company and its subsidiaries taken as  a
whole,  any other Person (other than a Subsidiary of the  Company
in a transaction which does not violate Section 11(m) hereof), if
(x)  at  the time of or after such consolidation, merger or  sale
there are any charter or bylaw provisions or any rights, warrants
or  other  instruments or securities outstanding,  agreements  in
effect  or  any  other  action  taken  which  would  diminish  or
otherwise eliminate the benefits intended to be afforded  by  the
Rights or (y) prior to, simultaneously with or immediately  after
such  consolidation,  merger or sale,  the  stockholders  of  the
Person  who  constitutes,  or  would constitute,  the  "Principal
Party" for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any  of
its  Affiliates and Associates.  The Company shall not consummate
any  such  consolidation, merger, sale or transfer  unless  prior
thereto the Company and such other Person shall have executed and
delivered to the Rights Agent a supplemental agreement evidencing
compliance with this Section 13(d).

Section 14.    Fractional Rights and Fractional Shares.

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

(b)  The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share) upon
exercise of the Rights or to distribute certificates which
evidence fractional Preferred Shares (other than fractions which
are integral multiples of one one-hundredth of a Preferred
Share).  Fractions of Preferred Shares in integral multiples of
one one-hundredth of a Preferred Share may, at the election of
the Company, be evidenced by depositary receipts; provided,
however, that holders of such depositary receipts shall have all
of the designations and the powers, preferences and rights, and
the qualifications, limitations and restrictions to which they
are entitled as

<PAGE>

beneficial owners of the Preferred Shares
represented by such depositary receipts.  In lieu of fractional
Preferred Shares that are not integral multiples of one one-
hundredth of a Preferred Share, the Company shall pay to the
registered holders of Right Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one Preferred Share.
For the purposes of this Section 14(b), the current market value
of a Preferred Share shall be the current per share market price
of the Preferred Shares (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of such exercise (or, if not
publicly traded, in accordance with Section 11(d)(ii) hereof).

(c)  Following the occurrence of one of the transactions or
events specified in Section 11 hereof giving rise to the right to
receive Common Shares, capital stock equivalents (other than
Preferred Shares) or other securities upon the exercise of a
Right, the Company shall not be required to issue fractions of
Common Shares or units of such Common Shares, capital stock
equivalents or other securities upon exercise of the Rights or to
distribute certificates which evidence fractional Common Shares,
capital stock equivalents or other securities.  In lieu of
fractional Common Shares, capital stock equivalents or other
securities, the Company shall pay to the registered holders of
Right Certificates at the time such Rights are exercised as
herein provided an amount in cash equal to the same fraction of
the current market value of one Common Share or unit of such
Common Shares, capital stock equivalents or other securities.
For purposes of this Section 14(c), the current market value
shall be the current per share market price (as determined
pursuant to Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of such exercise and, if such
capital stock equivalent is not traded, each such capital stock
equivalent shall have the value of one one-hundredth of a
Preferred Share.

(d)  The holder of a Right by the acceptance of the Right
expressly waives his right to receive any fractional Rights or
any fractional shares upon exercise of a Right (except as
provided above).

<PAGE>

Section 15.    Rights of Action

     .   All  rights  of  action in respect  of  this  Agreement,
excepting  the rights of action given to the Rights  Agent  under
Sections   18  and  20  hereof,  are  vested  in  the  respective
registered holders of the Right Certificates (and, prior  to  the
Distribution  Date, the registered holders of the Common  Shares)
and any registered holder of any Right Certificate (or, prior  to
the Distribution Date, of the Common Shares), without the consent
of  the  Rights  Agent  or  of  the holder  of  any  other  Right
Certificate  (or, prior to the Distribution Date, of  the  Common
Shares), may, in 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 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.  Holders of
Rights  shall  be  entitled to recover the reasonable  costs  and
expenses,  including  attorneys fees, incurred  by  them  in  any
action to enforce the provisions of this Agreement.

Section 16.    Agreement of Right Holders

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

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

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

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

Section 17.    Right Certificate Holder Not Deemed a Stockholder

     .   No  holder, as such, of any Right Certificate  shall  be
entitled to vote, receive dividends or be deemed for any  purpose
the holder of the Preferred Shares or any other securities of the
Company which may at any time be issuable on the exercise of  the
Rights  represented thereby, nor shall anything contained  herein
or  in  any  Right  Certificate be construed to confer  upon  the
holder of any Right Certificate, as such, any of the rights of  a
stockholder of the Company or any right to vote for the  election
of  directors or upon any matter submitted to stockholders at any
meeting  thereof, or to give or withhold consent to any corporate
action,  or  to  receive  notice of  meetings  or  other  actions
affecting stockholders (except as provided in Section 25 hereof),
or  to  receive  dividends or

<PAGE>

subscription rights, or  otherwise,
until  the  Right  or Rights evidenced by such Right  Certificate
shall  have  been  exercised in accordance  with  the  provisions
hereof.

Section 18.    Concerning the Rights Agent

     .  The  Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and,  from
time  to  time,  on  demand of the Rights Agent,  its  reasonable
expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and  the  exercise
and performance of its duties hereunder.  The Company also agrees
to  indemnify  the  Rights Agent for, and  to  hold  it  harmless
against,  any  loss,  liability,  or  expense,  incurred  without
negligence,  bad faith or willful misconduct on the part  of  the
Rights Agent, for anything done or omitted by the Rights Agent in
connection  with  the  acceptance  and  administration  of   this
Agreement, including the costs and expenses of defending  against
any  claim of liability in the premises.  The indemnity  provided
herein  shall  survive  the expiration  of  the  Rights  and  the
termination of this Agreement.

     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 the Preferred Shares or Common Shares or for other securities
of  the  Company, instrument of assignment or transfer, power  of
attorney,  endorsement,  affidavit,  letter,  notice,  direction,
consent,  certificate,  statement, or  other  paper  or  document
believed  by  it  to be genuine and to be signed,  executed  and,
where  necessary, verified or acknowledged, by the proper  person
or  persons, or otherwise upon the advice of counsel as set forth
in Section 20 hereof.  In no case will the Rights Agent be liable
for   special,   indirect,   incidental   or   consequential   or
consequential  loss  or damage at any kind whatsoever  (including
but  not  limited to lost profits), even if the Rights Agent  has
been advised of such loss or damage.

Section  19.     Merger or Consolidation or  Change  of  Name  of
Rights Agent

     .   Any  corporation  into which the  Rights  Agent  or  any
successor  Rights Agent may be merged or with  which  it  may  be
consolidated,  or any corporation resulting from  any  merger  or
consolidation  to which the Rights Agent or any successor  Rights
Agent  shall  be  a party, or any corporation succeeding  to  the
shareholder  services or corporate trust 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 hereof.  In case at the time such successor Rights
Agent  shall succeed to the agency created by this Agreement  any
of  the Right Certificates shall have been countersigned but  not
delivered,  any  such  successor  Rights  Agent  may  adopt   the
countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any
of  the Right Certificates shall not have been countersigned, any
successor  Rights  Agent may countersign such Right  Certificates
either in the name of the predecessor Rights Agent or in the name
of  the successor Rights Agent; and in all such cases such  Right
Certificates  shall  have the full force provided  in  the  Right
Certificates and in this Agreement.

     In  case  at any time the name of the Rights Agent shall  be
changed and at such time any of the Right Certificates shall have
been  countersigned but not delivered, the Rights Agent may adopt
the  countersignature  under its prior  name  and  deliver  Right
Certificates so countersigned; and in case at that  time  any  of
the  Right  Certificates shall not have been  countersigned,  the

<PAGE>

Rights  Agent may countersign such Right Certificates  either  in
its prior name or in its changed name; and in all such cases such
Right  Certificates  shall have the full force  provided  in  the
Right Certificates and in this Agreement.

Section 20.    Duties of Rights Agent

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

     (a)   The Rights Agent may consult with legal counsel of its
choice  (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 any one of the
Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary of the Company and delivered to the
Rights Agent; and such certificate shall be full authorization to
the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon
such certificate.

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

(d)  The Rights Agent shall not be liable for or by reason of any
of the statements of fact or recitals contained in this Agreement
or in the 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 change in the
exercisability of the Rights (including the Rights becoming void
pursuant to Section 11(a)(ii) hereof) or any adjustment in the
terms of the Rights (including the manner, method or amount
thereof) provided for in Sections 3, 11, 13, 23 or 24 hereof, or
the ascertaining of the existence of facts that would require any
such change or adjustment (except with respect to the exercise of
Rights evidenced by Right Certificates after receipt of a
certificate pursuant to Section 12 hereof describing such change
or adjustment); nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or
reservation of any Preferred Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Preferred
Shares will, when issued, be validly authorized and issued, fully
paid and nonassessable.

<PAGE>

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

(g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties
hereunder from any one of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer,
any Vice President, the Secretary or the Treasurer of the
Company, and to apply to such officers for advice or instructions
in connection with its duties, and it shall not be liable for any
action taken or suffered by it in good faith in accordance with
instructions of any such officer or for any delay in acting while
waiting for those instructions.  Any application by the Rights
Agent for written instructions from the Company may, at the
option of the Rights Agent, set forth in writing any action
proposed to be taken or omitted by the Rights Agent with respect
to its duties or obligations under this Agreement and the date on
and/or after which such action shall be taken or omitted and the
Rights Agent shall not be liable for any action taken or omitted
in accordance with a proposal included in any such application on
or after the date specified therein (which date shall not be less
than three Business Days after the date indicated in such
application unless any such officer shall have consented in
writing to an earlier date) unless, prior to taking or omitting
any such action, the Rights Agent has received written
instructions in response to such application specifying the
action to be taken or omitted.

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

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

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

(k)  If, with respect to any 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 not been executed, the Rights Agent shall not
take any further action with respect to such requested exercise
of transfer without first consulting with the Company.

<PAGE>

Section 21.    Change of Rights Agent

     .  The Rights Agent or any successor Rights Agent may resign
and  be  discharged from its duties under this Agreement upon  30
days'  notice  in  writing  mailed to the  Company  and  to  each
transfer  agent  for  the Common Shares or  Preferred  Shares  by
registered  or certified mail, and to the holders  of  the  Right
Certificates  by first-class mail.  The Company  may  remove  the
Rights  Agent or any successor Rights Agent upon 30 days'  notice
in writing, mailed to the Rights Agent or successor Rights Agent,
as  the  case may be, and to each transfer agent for  the  Common
Shares  or Preferred Shares 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 30 days after  giving  notice  of
such  removal  or after it has been notified in writing  of  such
resignation  or  incapacity  by the  resigning  or  incapacitated
Rights  Agent or by the holder of a Right Certificate (who shall,
with such notice, submit 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
either  (a)  a  corporation business trust or  limited  liability
company organized and doing business under the laws of the United
States  or  of  any  other state of the United  States  which  is
authorized under such laws to exercise corporate trust  or  stock
transfer  powers and is subject to supervision or examination  by
federal  or  state authority and which has at  the  time  of  its
appointment as Rights Agent a combined capital and surplus of  at
least  $50  million  or  (b) a direct or  indirect  wholly  owned
subsidiary of such an entity or its wholly-owning parent.   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  for the Common  Shares  or  Preferred
Shares,  and  mail a notice thereof in writing to the  registered
holders  of  the Right Certificates.  Failure to give any  notice
provided  for in this Section 21, however, or any defect therein,
shall  not affect the legality or validity of the resignation  or
removal  of the Rights Agent or the appointment of the  successor
Rights Agent, as the case may be.

Section 22.    Issuance of New Right Certificates

     .   Notwithstanding any of the provisions of this  Agreement
or of the Rights to the contrary, the Company may, at 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 Purchase Price and the number or kind
or  class  of  shares or other securities or property purchasable
under  the  Right  Certificates  made  in  accordance  with   the
provisions  of  this Agreement.  In addition, in connection  with
the  issuance or sale of Common Shares following the Distribution
Date  and  prior to the earlier of the Redemption  Date  and  the
Final  Expiration  Date, the Company (a) shall  with  respect  to
Common Shares so issued or sold pursuant to the exercise of stock
options  or  under any employee plan or arrangement in  existence
prior  to the Distribution Date, or upon the exercise, conversion
or  exchange  of securities, notes or debentures  issued  by  the
Company and in existence prior to the Distribution Date, and  (b)
may, in any other case, if deemed necessary or appropriate by the
Board  of  Directors  of  the Company, issue  Right  Certificates
representing the appropriate number of Rights

<PAGE>

in connection  with
such  issuance or sale; provided, however, that (i)  the  Company
shall  not be obligated to issue any such Right Certificates  if,
and  to  the extent that, the Company shall be advised by counsel
that  such  issuance would create a significant risk of  material
adverse  tax  consequences to the Company or the Person  to  whom
such  Right  Certificate  would be  issued,  and  (ii)  no  Right
Certificate  shall  be  issued  if,  and  to  the  extent   that,
appropriate adjustment shall otherwise have been made in lieu  of
the issuance thereof.

Section 23.    Redemption.

     (a)   The  Rights may be redeemed by action of the Board  of
Directors  pursuant  to Section 23(b) hereof  and  shall  not  be
redeemed in any other manner.

(b)

         (i)  The Board of Directors of the Company may, at its option, at
any time prior to the earlier of such time as any Person becoming
an  Acquiring Person or the Final Expiration Date, 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 or similar  transaction  occurring
after  the  date hereof (such redemption price being  hereinafter
referred to as the "Redemption Price"), and the Company  may,  at
its  option, pay the Redemption Price in Common Shares (based  on
the "current per-share market price," as such term is defined  in
Section  11(d)  hereof,  of the Common  Shares  at  the  time  of
redemption),  cash  or  any other form  of  consideration  deemed
appropriate  by  the Board of Directors.  The redemption  of  the
Rights  by the Board of Directors may be made effective  at  such
time,  on such basis and subject to such conditions as the  Board
of    Directors   in   its   sole   discretion   may   establish.
Notwithstanding  anything  contained in  this  Agreement  to  the
contrary,  the  Rights  shall  not  be  exercisable  pursuant  to
Section  11(a)(ii) hereof prior to the expiration or  termination
of the Company's right of redemption under this Section 23(b)(i).

(ii) In addition, the Board of Directors of the Company may, at
its option, at any time after the time a Person becomes an
Acquiring Person and the expiration of any period during which
the holder of Rights may exercise the rights under Section
11(a)(ii) hereof but prior to any event described in clause (x),
(y) or (z) of the first sentence of Section 13 hereof, redeem all
but not less than all of the then outstanding Rights at the
Redemption Price (x) in connection with any merger, consolidation
or sale or other transfer (in one transaction or in a series of
related transactions) of assets or earning power aggregating 50%
or more of the assets or earning power of the Company and its
subsidiaries (taken as a whole) in which all holders of Common
Shares are treated alike and not involving (other than as a
holder of Common Shares being treated like all other such
holders) an Interested Stockholder or a Transaction Person or
(y)(A) if and for so long as the Acquiring Person is not
thereafter the Beneficial Owner of 15% or more of the then
outstanding Common Shares, and (B) at the time of redemption no
other Persons are Acquiring Persons.

     (c)  Immediately upon the action of the Board of Directors of the
Company  ordering  the  redemption  of  the  Rights  pursuant  to
Section  23(b) hereof, and without any further action and without
any  notice, the right to exercise the Rights will terminate  and
the  only right thereafter of the holders of Rights shall  be  to
receive  the  Redemption Price.  The Company shall promptly  give

<PAGE>

public notice of any such redemption; provided, however, that the
failure  to  give,  or any defect in, any such notice  shall  not
affect  the  validity of such redemption.  Within 10  days  after
such action of the Board of Directors ordering the redemption  of
the  Rights  pursuant to Section 23(b) hereof, the Company  shall
mail  a  notice  of  redemption to all the holders  of  the  then
outstanding  Rights at their last addresses as they  appear  upon
the  registry  books  of  the  Rights  Agent  or,  prior  to  the
Distribution  Date, on the registry books of the  transfer  agent
for  the Common Shares, provided, however, that failure to  give,
or  any  defect in, any such notice shall not affect the validity
of  such  redemption.  Any notice which is mailed in  the  manner
herein  provided shall be deemed given, whether or not the holder
receives  the notice.  Each such notice of redemption will  state
the  method by which the payment of the Redemption Price will  be
made.   Neither  the  Company  nor  any  of  its  Affiliates   or
Associates  may redeem, acquire or purchase for value any  Rights
at  any time in any manner other than that specifically set forth
in  this  Section 23 or in Section 24 hereof, and other  than  in
connection  with  the  purchase of Common  Shares  prior  to  the
Distribution Date.

(d)  The Company may, at its option, discharge all of its
obligations with respect to any redemption of the Rights by
(i) issuing a press release announcing the manner of redemption
of the Rights and (ii) mailing payment of the Redemption Price to
the registered holders of the Rights at their last addresses as
they appear on the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the transfer
agent for the Common Shares, and upon such action, all
outstanding Right Certificates shall be null and void without any
further action by the Company.

Section 24.    Exchange.

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

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

<PAGE>

which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.  Each such notice
of exchange will state the method by which the exchange of the
Common Shares for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be
exchanged.  Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become void
pursuant to the provisions of Section 11(a)(ii) hereof) held by
each holder of Rights.

(c)  In lieu of issuing Common Shares in accordance with Section
24(a) hereof, the Company may, if a majority of the Board of
Directors then in office determines that such action is necessary
or appropriate and not contrary to the interests of the holders
of Rights, elect to (and, in the event that there are not
sufficient treasury shares and authorized but unissued Common
Shares to permit any exchange of the Rights in accordance with
Section 24(a) hereof, the Company shall) take all such action as
may be necessary to authorize, issue or pay, upon the exchange of
the Rights, cash (including by way of a reduction of the Purchase
Price), property, Common Shares, other securities or any
combination thereof having an aggregate value equal to the value
of the Common Shares which otherwise would have been issuable
pursuant to Section 24(a) hereof, which aggregate value shall be
determined by a nationally recognized investment banking firm
selected by a majority of the Board of Directors then in office.
For purposes of the preceding sentence, the value of the Common
Shares shall be determined pursuant to Section 11(d) hereof.  Any
election pursuant to this Section 24(c) by the Board of Directors
must be made within 60 days following the date on which the event
described in Section 11(a)(ii) hereof shall have occurred.
Following the occurrence on the event described in Section
11(a)(ii) hereof, a majority of the Board of Directors then in
office may suspend the exercisability of the Rights for a period
of up to 60 days following the date on which the event described
in Section 11(a)(ii) hereof shall have occurred to the extent
that such directors have not determined whether to exercise their
rights of election under this Section 24(c).  In the event of any
such suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been
temporarily suspended.

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

(e)  The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share) upon
exchange of the Rights or to distribute certificates which
evidence fractional Preferred Shares (other than fractions which
are integral multiples of one one-hundredth of a Preferred
Share).  Fractions of Preferred Shares in integral multiples of
one one-hundredth of a Preferred Share may, at the election of
the Company, be evidenced by depositary receipts; provided,
however, that holders of such depositary receipts shall have all
of the designations and the powers, preferences and rights, and
the qualifications, limitations and restrictions to which they
are entitled as

<PAGE>

beneficial owners of the Preferred Shares
represented by such depositary receipts.  In lieu of fractional
Preferred Shares that are not integral multiples of one one-
hundredth of a Preferred Share, the Company shall pay to the
registered holders of Right Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one Preferred Share.
For the purposes of this Section 24(e), the current market value
of a Preferred Share shall be one hundred (100) times the closing
price of a Common Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day
immediately after  the date of the first public announcement by
the Company that an exchange is to be effected pursuant to this
Section 24.

Section 25.    Notice of Certain Events.

     (a)  In case the Company shall propose (i) to pay any dividend
payable  in  stock of any class to the holders of  its  Preferred
Shares  or to make any other distribution to the holders  of  its
Preferred  Shares (other than a regular quarterly cash dividend),
(ii)  to  offer to the holders of its Preferred Shares rights  or
warrants to subscribe for or to purchase any additional Preferred
Shares  or  shares of stock of any class or any other securities,
rights  or options, (iii) to effect any reclassification  of  its
Preferred  Shares (other than a reclassification  involving  only
the  subdivision of outstanding Preferred Shares), (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 50% or more of the assets or earning  power  of
the Company and its Subsidiaries (taken as a whole), to any other
Person, (v) to effect the liquidation, dissolution or winding  up
of  the  Company, or (vi) to declare or pay any dividend  on  the
Common   Shares  payable  in  Common  Shares  or  to   effect   a
subdivision,  combination or consolidation of the  Common  Shares
(by reclassification or otherwise than by payment of dividends in
Common  Shares), then, in each such case, the Company shall  give
to  each  holder  of  a  Right Certificate,  in  accordance  with
Section 26 hereof, a notice of such proposed action, which  shall
specify  the record date for the purpose of such stock  dividend,
or  distribution of rights or warrants, or the date on which such
reclassification,   consolidation,   merger,   sale,    transfer,
liquidation, dissolution, or winding up is to take place and  the
date of participation therein by the holders of the Common Shares
and/or the Preferred Shares, if any such date is to be fixed, and
such  notice shall be so given in the case of any action  covered
by  clause (i) or (ii) above at least 10 days prior to the record
date for determining holders of the Preferred Shares for purposes
of  such  action,  and in the case of any such other  action,  at
least  10  days prior to the date of the taking of such  proposed
action or the date of participation therein by the holders of the
Common Shares and/or the Preferred Shares, whichever shall be the
earlier.

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

<PAGE>

Section 26.    Notices

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

                    CV Therapeutics, Inc.
                    3172 Porter Drive
                    Palo Alto, California 94304
                    Attention:  Chief Financial Officer

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

                    Wells Fargo Bank Minnesota, N.A.
                    161 North Concord Exchange
                    South St. Paul, Minnesota 55075-0738
                    Attention: Manager, Administration

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

<PAGE>

Section 27.    Supplements and Amendments

     .   Prior  to  the  Distribution Date, 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 the Rights.  From and after the Distribution Date, the
Company  and  the Rights Agent shall, if the Company so  directs,
from  time  to  time  supplement or amend any provision  of  this
Agreement   without  the  approval  of  any  holders   of   Right
Certificates in order to (i) cure any ambiguity, (ii) correct  or
supplement any provision contained herein which may be  defective
or inconsistent with any other provisions herein, or (iii) change
any other provisions with respect to the Rights which the Company
may  deem necessary or desirable; provided, however, that no such
supplement  or  amendment  shall be made  which  would  adversely
affect  the  interests of the holders of Rights (other  than  the
interests   of   an  Acquiring  Person  or  its   Affiliates   or
Associates).   Any  supplement or amendment  adopted  during  any
period after any Person has become an Acquiring Person but  prior
to  the Distribution Date shall become null and void unless  such
supplement  or amendment could have been adopted by  the  Company
from  and  after the Distribution Date.  Any such  supplement  or
amendment  shall be evidenced by a writing signed by the  Company
and  the  Rights Agent.  Upon 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  27,  the Rights Agent shall execute such  supplement  or
amendment unless the Rights Agent shall have determined  in  good
faith  that  such supplement or amendment would adversely  affect
its  interest  under this Agreement.  Prior to  the  Distribution
Date,  the  interests of the holders of Rights  shall  be  deemed
coincident with the interests of the holders of Common Shares.

Section  28.     Determination  and  Actions  by  the  Board   of
Directors, etc.

       For all purposes of this Agreement, any calculation of the
number  of  Common  Shares outstanding at  any  particular  time,
including  for purposes of determining the particular  percentage
of  such  outstanding  Common Shares or any 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)  of  the
General Rules and Regulations under the Exchange Act as in effect
on  the  date of this Agreement.  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 the Board, or the Company, or as  may  be
necessary  or advisable in the administration of this  Agreement,
including   without   limitation,  the   right   and   power   to
(i) interpret the provisions of this Agreement, and (ii) make all
determinations   deemed   necessary   or   advisable   for    the
administration  of this Agreement (including a  determination  to
redeem or not redeem the Rights or to amend the Agreement).   All
such  actions,  calculations, interpretations and  determinations
(including, for purposes of clause (y) below, all omissions  with
respect to the foregoing) which are done or made by the Board  in
good  faith,  shall (x) be final, conclusive and binding  on  the
Rights  Agent and the holders of the Rights, and (y) not  subject
the Board to any liability to the holders of the Rights.

Section 29.    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 30.    Benefits of this Agreement

     .   Nothing in this Agreement shall be construed to give  to
any  person  or  corporation other than the Company,  the  Rights
Agent  and the registered holders of the Right Certificates (and,
prior  to the Distribution Date, the Common Shares) any

<PAGE>

legal  or
equitable right, remedy or claim under this Agreement;  but  this
Agreement  shall  be for the sole and exclusive  benefit  of  the
Company, the Rights Agent and the registered holders of the Right
Certificates  (and, prior to the Distribution  Date,  the  Common
Shares).

Section 31.    Severability

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

Section 32.    Governing Law

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

Section 33.    Counterparts

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

Section 34.    Descriptive Headings

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

<PAGE>

     In   Witness  Whereof,  parties  whereto  have  caused  this
Agreement  to be duly executed, all as of the day and year  first
above written.

Attest:                            CV Therapeutics, Inc.


    /s/ Alan C. Mendelson          /s/ Louis G. Lange
        Alan C. Mendelson              Louis G. Lange
        Secretary                      Chairman of the Board and Chief
                                       Executive Officer





Attest:                            Wells Fargo Bank Minnesota,
                                   N.A.


By:     /s/ Darren Larson     By:     /s/ Karri L. Van Dell

Print Name: Darren Larson     Print Name: Karri L. Van Dell

Title: Officer                Title: AVP

<PAGE>

                        TABLE OF CONTENTS

     Page



Section 1.                                    Certain Definitions      1
Section 2.                            Appointment of Rights Agent      4
Section 3.                            Issue of Right Certificates      4
Section 4.                             Form of Right Certificates      6
Section 5.                      Countersignature and Registration      7
Section 6. Transfer, Split Up, Combination and Exchange of Right
           Certificates; Mutilated, Destroyed, Lost or Stolen
           Right Certificates                                          8
Section 7. Exercise of Rights; Purchase Price; Expiration Date of
           Rights.                                                     8
Section 8.     Cancellation and Destruction of Right Certificates     10
Section 9.                       Availability of Preferred Shares     10
Section 10.                          Preferred Shares Record Date     11
Section 11.Adjustment of Purchase Price, Number of Shares or
           Number of Rights                                           11
Section 12.Certificate of Adjusted Purchase Price or Number of Shares 18
Section 13.Consolidation, Merger or Sale or Transfer of Assets or
           Earning Power.                                             18
Section 14.              Fractional Rights and Fractional Shares.     21
Section 15.                                      Rights of Action     23
Section 16.                            Agreement of Right Holders     23
Section 17.     Right Certificate Holder Not Deemed a Stockholder     23
Section 18.                           Concerning the Rights Agent     24
Section 19.Merger or Consolidation or Change of Name of Rights Agent  24
Section 20.                                Duties of Rights Agent     25
Section 21.                                Change of Rights Agent     27
Section 22.                    Issuance of New Right Certificates     27
Section 23.                                           Redemption.     28

<PAGE>

Section 24.                                             Exchange.     29
Section 25.                             Notice of Certain Events.     31
Section 26.                                               Notices     32
Section 27.                            Supplements and Amendments     33
Section 28.Determination and Actions by the Board of Directors, etc.  33
Section 29.                                            Successors     33
Section 30.                            Benefits of this Agreement     33
Section 31.                                          Severability     34
Section 32.                                         Governing Law     34
Section 33.                                          Counterparts     34
Section 34.                                  Descriptive Headings     34
Exhibit A -  Certificate of Designation
Exhibit B -  Form of Right Certificate
Exhibit C -  Summary of Rights to Purchase Preferred Shares

</TEXT>
</DOCUMENT>
