ONE PRICE CLOTHING STORES INC
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
<TEXT>

                         ONE PRICE CLOTHING STORES, INC.



                                       and

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                                 as Rights Agent

                AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT
                             AS OF OCTOBER 25, 2000




<PAGE>




                                                         Table of Contents
<TABLE>
<S>  <C>                                                                                                      <C>

Section                                                                                                        Page

1     Certain Definitions.........................................................................................3
2     Appointment of Rights Agent.................................................................................7
3     Issue of Right Certificates.................................................................................8
4     Form of Right Certificates..................................................................................9
5     Countersignature and Registration..........................................................................10
6     Transfer, Split Up, Combination and Exchange of  Right Certificates;
      Mutilated, Destroyed, Lost  or Stolen Right Certificates...................................................11
7     Exercise of Rights; Exercise Price; Expiration Date of Rights..............................................12
8     Cancellation and Destruction of Right Certificates.........................................................13
9     Reservation and Availability of Common Stock...............................................................14
10    Common Stock Record Date...................................................................................15
11    Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights................................15
12    Certificate of Adjusted Exercise Price or Number of Shares.................................................24
13    Consolidation, Merger or Sale or Transfer of Assets or Earning Power.......................................25
14    Fractional Rights and Fractional Shares....................................................................27
15    Rights of Action...........................................................................................28
16    Agreement of Right Holders.................................................................................29
17    Right Certificate Holder Not Deemed Shareholder............................................................29
18    Concerning the Rights Agent................................................................................30
19    Merger or Consolidation or Change of Name of Rights Agent..................................................30
20    Duties of Rights Agent.....................................................................................31
21    Change of Rights Agent.....................................................................................33
22    Issuance of New Right Certificates.........................................................................34
23    Redemption.................................................................................................35
24    Exchange...................................................................................................36
25    Notice of Certain Events...................................................................................37
26    Notices....................................................................................................38
27    Supplements and Amendments.................................................................................39
28    Successors.................................................................................................39
29    Determinations and Actions by the Board of Directors.......................................................40
30    Benefits of this Agreement.................................................................................40
31    Severability...............................................................................................40
32    Governing Law..............................................................................................41
33    Counterparts...............................................................................................41
34    Descriptive Headings.......................................................................................41
</TABLE>

Exhibit A -- Form of Right Certificate
Exhibit B -- Form of Summary of Rights


<PAGE>










                AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT

        This Amended and Restated  Shareholder Rights Agreement (as the same may
from time to time be amended, restated or supplemented, this "Agreement"), dated
as of October 25,  2000,  between One Price  Clothing  Stores,  Inc., a Delaware
corporation (the "Company"),  and Continental Stock Transfer & Trust Company,  a
New York corporation (the "Rights Agent", which term shall include any successor
Rights Agent hereunder).

                                           W I T N E S S E T H
                                           - - - - - - - - - -

        WHEREAS,  on  November  3, 1994 the Board of  Directors  of the  Company
authorized  a  shareholder  rights  agreement  (the  "Original  Agreement")  and
declared a dividend  distribution of one Right (as hereinafter defined) for each
whole  share of Common  Stock,  $.01 par value per share,  of the  Company  (the
"Common  Stock")  outstanding  as of the Close of Business on November  15, 1994
(the  "Record  Date") and  authorized  the  issuance of one Right for each whole
share  of  Common  Stock  of the  Company  which  is  issued  or  which  becomes
outstanding  between the Record Date and the earliest of the Distribution  Date,
the Redemption Date and the Final Expiration Date (as such terms are hereinafter
defined), each Right initially representing the right to purchase a portion of a
share of Common  Stock,  upon the terms and  conditions  set forth  herein  (the
"Rights");

        WHEREAS, the Board of Directors of the Company has determined that it is
in the best  interests of the  Company's  shareholders  to amend and restate the
Original Agreement as set forth herein.

        NOW,  THEREFORE,  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 who or which,  together with
all Affiliates and Associates of such Person,  shall on any date  hereafter,  be
the  Beneficial  Owner  of 15% or  more  of the  shares  of  Common  Stock  then
outstanding,  but shall not include (i) the Company,  (ii) any Subsidiary of the
Company,  (iii)  any  employee  benefit  plan  of  the  Company  or  any  of its
Subsidiaries,  (iv) any entity or Person  holding  shares of Common Stock for or
pursuant to the terms of any such plan, or (v) any person or entity beneficially
owning in excess of 20% as of the Record Date of the outstanding Common Stock of
the Company. The Persons described in clauses (i) through (v) above are referred
to  herein as  "Exempt  Persons";  provided  however  that any  entity or Person
described in  subsection  (v) above shall cease  status as an Exempt  Person if,
after the date of this Plan,  such Person or entity  increases  his,  her or its
beneficial  ownership  to more than 30% of the  outstanding  common stock of the
Company.  Notwithstanding  the  foregoing,  no Person shall become an "Acquiring
Person" as the result of an acquisition of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the proportionate number of
shares  beneficially  owned by such Person  (together  with all  Affiliates  and
Associates  of such  Person) to 15% or more of the Common  Stock of the  Company
then  outstanding;  provided,  however,  that if any Person,  (together with all
Affiliates and Associates of such Person,  ((other than Exempt  Persons))  shall
become the  Beneficial  Owner of 15% or more of the Common  Stock of the Company
then  outstanding by reason of share  purchases by the Company and shall,  after
such  share  purchases  by the  Company,  become  the  Beneficial  Owner  of any
additional  shares of Common  Stock of the  Company,  then such Person  shall be
deemed to be an "Acquiring Person."

     (b)  "Adjustment  Event"  shall  mean any  Section  11(a)(ii)  Event or any
Section 13 Event.

     (c)  "Adjustment  Shares"  shall  have the  meaning  set  forth in  Section
11(a)(ii).

     (d) "Affiliate" and "Associate" shall have the respective meanings ascribed
to such  terms in Rule  12b-2 of the  General  Rules and  Regulations  under the
Exchange  Act, as in effect on the date of this  Agreement;  provided,  however,
that no Exempt Person shall be deemed an Affiliate or an Associate.

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

     (i) which such Person or any of such  Person's  Affiliates  or  Associates,
beneficially own,  directly or indirectly (as determined  pursuant to Rule 13d-3
of the General Rules and Regulations under the Exchange Act, as in effect on the
date of this Agreement) or has the right to dispose of;

     (ii) which such Person or any of such Person's  Affiliates  or  Associates,
directly  or  indirectly,  has (A) the right to acquire  (whether  such right is
exercisable immediately or after the passage of time) pursuant to any agreement,
arrangement or understanding,  upon the exercise of conversion rights,  exchange
rights,  rights  (other than the  Rights),  warrants or options,  or  otherwise;
provided,  however, that a Person shall not be deemed the "Beneficial Owner" of,
or to  "beneficially  own" (1)  securities  tendered  pursuant  to a  tender  or
exchange  offer  made  by such  Person  or any of such  Person's  Affiliates  or
Associates until such tendered securities are accepted for purchase or exchange;
(2)  securities  issuable  upon  exercise  of  Rights  at any time  prior to the
occurrence of an Adjustment  Event; or (3) securities  issuable upon exercise of
Rights from and after the occurrence of an Adjustment Event, if such Rights were
acquired by such Person or such Person's  Affiliates or Associates  prior to the
Distribution  Date or  pursuant  to Section  3(a) or Section 22 or  pursuant  to
Section  11(a)(i) in connection  with an adjustment  made with respect to any of
the Rights  heretofore  specified  in this  clause (3); or (B) the right to vote
pursuant  to any  agreement,  arrangement  or  understanding  (whether or not in
writing);  provided,  however, that a Person shall not be deemed the "Beneficial
Owner" of, or to  "beneficially  own," any security under this clause (B) if the
agreement,  arrangement or understanding to vote such security (1) arises solely
from a revocable  proxy given to such Person or any of such Person's  Affiliates
or  Associates  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, or (2) is made in connection with, or is to
otherwise  participate  in, a proxy or consent  solicitation  made or to be made
pursuant  to, and in  accordance  with,  the  applicable  rules and  regulations
promulgated  under the Exchange  Act, in the case of either clause (1) or (2) of
this proviso whether or not such agreement, arrangement or understanding is also
then  reportable  by such person 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 (or any Affiliate or Associate  thereof) with which such Person or any of
such  Person's  Affiliates  or  Associates  has any  agreement,  arrangement  or
understanding  (whether  or not in  writing),  for  the  purpose  of  acquiring,
holding, voting (except pursuant to a revocable proxy as described in clause (B)
of Section  1(e)(ii)  hereof) or  disposing  of any  securities  of the Company;
provided,  however,  that (1) no Person engaged in business as an underwriter of
securities  shall be deemed  the  Beneficial  Owner of any  securities  acquired
through such Person's participation as an underwriter or selling group member in
good faith in a firm  commitment  underwriting  until the  expiration of 40 days
after  the date of such  acquisition;  (2) no  Person  who is a  director  or an
officer of the Company shall be deemed the Beneficial Owner of any securities of
the Company that are beneficially  owned by any other director or officer of the
Company  solely as a result of his or her position as director or officer of the
Company;  (3) any  agreement,  arrangement or  understanding  (whether or not in
writing),  or any  communication  or discussion,  among two or more Persons with
respect to any matter  relating to the  management,  operation or conduct of the
business of the  Company,  including  any  discussion  or  agreement  on, or any
communication  with  respect to, a position  with respect to any such matter and
the disclosure of such communication, discussion, agreement or position to other
Persons  (including  shareholders  of the  Company) or to the Company  shall not
constitute an agreement,  arrangement or  understanding  contemplated by Section
1(e)(ii)(B).

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

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

     (h) "Common  Stock" shall mean the Common Stock,  $.01 par value per share,
of the  Company,  except that  "common  stock" when used with  reference  to any
Person other than the Company shall mean the capital stock (or equity  interest)
with the greatest voting power of such Person, or the equity securities or other
equity interest having power to control or direct the management, of such person
or,  if such  Person  is a  subsidiary  of  another  Person,  the  Person  which
ultimately  controls  such  first-mentioned  Person  and  which has  issued  and
outstanding such capital stock, equity securities or equity interests.

     (i) "Current  Per Share  Market  Price" shall have the meaning set forth in
Section 11(d)(i).

     (j) "Current Value" shall have the meaning set forth in Section 11(a)(iii).

     (k)  "Disinterested  Director"  shall mean (i) any member of the  Company's
Board of Directors who is unaffiliated with an Acquiring Person, or an Affiliate
or  Associate  of any such  Person  and was a member of the  Company's  Board of
Directors  prior to the time  that an  Acquiring  Person  became  such,  and any
successor  of a  Disinterested  Director who is  unaffiliated  with an Acquiring
Person,  or any Affiliate or Associate of any such Person and is  recommended to
succeed a Disinterested  Director by a majority of the  Disinterested  Directors
then on the Company's Board of Directors.

     (l)  "Distribution  Date"  shall have the meaning  defined in Section  3(a)
hereof.

     (m)  "Equivalent  Common Stock" shall have the meaning set forth in Section
11(a)(iii) hereof.

     (n)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (o)  "Exchange  Rate"  shall have the  meaning  set forth in Section  24(a)
hereof.

     (p) "Exercise Price" shall have the meaning set forth in Section 4 hereof.

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

     (r) "Group" shall mean two or more Persons acting as a partnership, limited
partnership,  syndicate or other group for the purpose of acquiring,  holding or
disposing of the Common Stock.

     (s) "Person" shall mean any individual,  firm, corporation,  partnership or
other entity or Group,  and shall include any successor (by merger or otherwise)
thereof; provided,  however, that when two or more Persons act as a partnership,
limited  partnership,  syndicate  or other Group for the  purpose of  acquiring,
holding disposing of the Common Stock, such  partnership,  limited  partnership,
syndicate or other Group shall be deemed to be a single Person.

     (t)  "Principal  Party"  shall have the meaning set forth in Section  13(b)
hereof.

     (u) "Record Date" shall have the meaning set forth in the recital clause of
this Agreement.

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

     (w) "Rights" shall have the meaning set forth in the recital clause of this
Agreement.

     (x) "Right Certificate" shall have the meaning set forth in Section 3(a).

     (y) "Section 11(a)(ii) Adjustment Date" shall have the meaning set forth in
Section 11(a)(iii) hereof.

     (z) "Section  11(a)(ii)  Event"  shall mean any event  described in Section
11(a)(ii)(A), (B), or (C) hereof.

     (aa) "Section 13 Event" shall mean any event  described in clauses (x), (y)
or (z) of Section 13(a) hereof.

     (bb)  "Share  Acquisition  Date"  shall mean the first date on which  there
shall be a public  announcement  by the Company or an  Acquiring  Person that an
Acquiring Person has become such.

     (cc)  "Spread"  shall  have the  meaning  set forth in  Section  11(a)(iii)
hereof.

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

     (ee)  "Substitution  Period"  shall have the  meaning  set forth in Section
11(a)(iii) hereof.

     (ff) "Summary of Rights" shall have the meaning set forth in Section 3(b).

     (gg)  "Trading  Day" shall have the meaning  set forth in Section  11(d)(i)
hereof.

        Section 2.  Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof,  shall prior to the Distribution  Date also
be the holders of the Common Stock) 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.  In the event the Company appoints one or more co-Rights Agents,  the
respective  duties of the Rights Agent and any co-Rights  Agents shall be as the
Company shall determine.

        Section 3. Issue of Right Certificates

     (a) Until the earlier of (i) the Close of Business on the 10th calendar day
after  the  Share  Acquisition  Date,  (ii) the  Close of  Business  on the 10th
Business Day (or such later date as may be  determined by action of the Board of
Directors  of the  Company  prior to such  time as any  Person  shall  become an
Acquiring Person) after the date of (x) the commencement,  by any Person,  other
than an Exempt Person, of, or (y) the first public announcement of the intention
of any Person  (other than an Exempt  Person) to commence,  a tender or exchange
offer if, upon consummation  thereof,  such Person would be an Acquiring Person,
including  any such date which is after the date of this  Agreement and prior to
the issuance of the Rights (the earliest of such dates being herein  referred to
as the  "Distribution  Date"),  the Rights  will be  evidenced  (subject  to the
provisions  of  Section  3(b)  hereof)  by  certificates  for the  Common  Stock
registered  in the names of the holders of the Common Stock (which  certificates
for Common Stock shall be deemed also to be certificates  for Rights) and not by
separate  certificates,  and the Rights will be transferable  only in connection
with the  transfer  of the  underlying  shares  of  Common  Stock.  The Board of
Directors  of the  Company  may defer  the date set forth in clause  (ii) in the
preceding  sentence to a specified later date or to an unspecified later date to
be determined by action of the Directors of the Company.  As soon as practicable
after the  Company  has  notified  the  Rights  Agent of the  occurrence  of the
Distribution Date, the Rights Agent will send, by first-class,  insured, postage
prepaid  mail,  to each  record  holder of the  Common  Stock as of the Close of
Business on the  Distribution  Date,  at the address of such holder shown on the
records of the Company,  one or more  certificates,  in  substantially  the form
attached  hereto as Exhibit A (the "Right  Certificates"),  evidencing one Right
for each  share of Common  Stock so held,  subject  to  adjustment  as  provided
herein.  As of and after the Close of Business  on the  Distribution  Date,  the
Rights will be evidenced solely by such Right Certificates.

     (b) On the Record Date, or as soon as practicable  thereafter,  the Company
will send a  notification  of the  existence of the Rights,  by postage  prepaid
mail,  to each record  holder of the Common Stock as of the Close of Business on
the Record  Date,  at the  address of such  holder  shown on the  records of the
Company. With respect to certificates for the Common Stock outstanding as of the
Record Date, until the  Distribution  Date or the earlier of the Redemption Date
or the Final Expiration Date, the Rights will be evidenced by such  certificates
for the Common Stock with or without a copy of the Summary of Rights in the form
attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the
registered  holders of the Common Stock shall also be the registered  holders of
the  associated  Rights.  Until the  Distribution  Date (or earlier  redemption,
expiration  or  termination  of  the  Rights),   the  transfer  of  any  of  the
certificates for the Common Stock outstanding on the Record Date, even without a
copy of the  Summary  of Rights  attached  thereto,  shall also  constitute  the
transfer of the Rights  associated  with the Common  Stock  represented  by such
certificate.

     (c)  Certificates  for the Common Stock  issued after the Record Date,  but
prior to the earlier of the Distribution  Date, the Redemption Date or the Final
Expiration  Date,  shall be  deemed  also to be  certificates  for  Rights,  and
Certificates  issued  after the Record date but prior to the date  hereof  shall
bear the legend provided for in the Original Agreement Certificates issued after
the date hereof shall, as promptly as possible  following the date hereof,  bear
the following legend:

                This  certificate  also evidences and entitles the holder hereof
        to certain  Rights as set forth in an Amended and  Restated  Shareholder
        Rights Agreement between One Price Clothing Stores, Inc. and Continental
        Stock Transfer & Trust Company, as Rights Agent, dated as of October 25,
        2000  ,  as  amended  and  restated  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 offices of One
        Price Clothing Stores, Inc. Under certain circumstances, as set forth in
        the  Rights  Agreement,  such  Rights  will  be  evidenced  by  separate
        certificates  and will no longer be evidenced by this  certificate.  One
        Price Clothing Stores,  Inc. will mail to the holder of this certificate
        a copy of the  Rights  Agreement,  as in effect on the date of  mailing,
        without  charge  promptly after receipt of a written  request  therefor.
        Under certain  circumstances,  Rights issued to Acquiring Persons or any
        Affiliates  or Associates  thereof (as defined in the Rights  Agreement)
        and any subsequent holder of such Rights may become null and void.

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

        Section 4.  Form of Right Certificates.

     (a) The Right  Certificates  (and the forms of election to purchase  shares
and  of  assignment  to be  printed  on  the  reverse  thereof)  shall  each  be
substantially  in the form of  Exhibit  A  hereto  and may  have  such  marks of
identification  or  designation  and such  legends,  summaries  or  endorsements
printed thereon as the Company may deem  appropriate and as are not inconsistent
with the provisions of this Agreement,  or as may be required to comply with any
applicable  law,  rule or regulation or with any rule or regulation of any stock
exchange  on which the Rights may from time to time be listed,  or to conform to
usage.  Subject to the provisions of Section 11 and Section 22 hereof, the Right
Certificates, whenever distributed, shall be dated as of the Record Date, and on
their face shall  entitle the holders  thereof to Purchase such number of shares
of Common  Stock as shall be set forth  therein  at the price set forth  therein
(the  "Exercise  Price"),  but the number of such shares and the Exercise  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  beneficially  owned by (i) an Acquiring Person or
any  Associate  or Affiliate of an  Acquiring  Person,  (ii) a transferee  of an
Acquiring  Person  or (or of any such  Associate  or  Affiliate)  who  becomes a
transferee  after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring  Person  (or of  any  such  Associate  or  Affiliate)  who  becomes  a
transferee prior to or concurrently  with the Acquiring Person becoming such and
receives  such  Rights  pursuant  to either (A) a transfer  (whether  or not for
consideration)  from the Acquiring Person (or of such Affiliate or Associate) to
holders of equity  interests in such  Acquiring  Person (or of such Affiliate or
Associate)  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 Section 11 hereof, and any Right Certificate issued pursuant to
Section 6 or Section 11 upon  transfer,  exchange,  replacement or adjustment of
any other Right  Certificate  referred to in this  sentence,  shall  contain 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 an  Associate of an Acquiring  Person
                (as such terms are defined in the Rights Agreement).  This Right
                Certificate  and the Rights  represented  hereby may become null
                and void under certain  circumstances as specified in Section 11
                of the Rights Agreement.

The Company  shall give  notice to the Rights  Agent  promptly  after it becomes
aware of the existence an identity of any  Acquiring  Person or any Associate or
Affiliate thereof.

        Section 5.       Countersignature and Registration.

     (a) The Right  Certificates  shall be  executed on behalf of the Company by
its Chairman of the Board, its President or any Vice President,  either manually
or by facsimile signature,  and shall have affixed thereto the Company's seal or
a facsimile  thereof  which shall be attested by the  Secretary or any Assistant
Secretary of the Company,  either manually or by facsimile signature.  The Right
Certificates  shall be manually  countersigned by the Rights Agent and shall not
be valid for any  purpose  unless so  countersigned.  In case any officer of the
Company  who shall have signed any of the Right  Certificates  shall cease to be
such  officer of the Company  before  countersignature  by the Rights  Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless, may
be  countersigned  by the Rights Agent,  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
Certificates  may be signed on behalf of the  Company by any Person  who, at the
actual  date of the  execution  of such  Right  Certificate,  shall  be a proper
officer of the Company to sign such Right  Certificate,  although at the date of
the execution of this Rights Agreement any such Person was not such an officer.

     (b) Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at one of its offices designated as the appropriate place for surrender
of Right  Certificates  upon exercise or transfer,  books for  registration  and
transfer of the Right Certificates  issued hereunder.  Such books shall show the
names and addresses of the  respective  holders of the Right  Certificates,  the
number of Rights evidenced on its face by each of the Right Certificates and the
date of each of the Right Certificates.

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

     (a) Subject to the  provisions of Section 4(b),  Section 11, 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
Certificates  may be  transferred,  split up,  combined or exchanged for another
Right Certificate or Certificates, entitling the registered holder to purchase a
like number of shares of Common Stock (or following an Adjustment  Event,  other
securities, cash or other assets as the case may be) as the Right Certificate or
Certificates  surrendered then entitled such holder to purchase.  Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
shall make such  request in writing  delivered  to the Rights  Agent,  and shall
surrender the Right  Certificate or Certificates  to be  transferred,  split up,
combined  or  exchanged,  with  the  form of  assignment  and  certificate  duly
executed,  at the  office or offices of the  Rights  Agent  designated  for 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  4(b),  Section  11 and  Section  14 hereof,
countersign  and deliver to the Person entitled  thereto a Right  Certificate or
Certificates,  as the case may be, as so  requested.  The  Company  may  require
payment 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.

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

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

     (a) Subject to Section 11(a)(ii) hereof, the registered holder of any Right
Certificate  may  exercise  the Rights  evidenced  thereby  (except as otherwise
provided   herein,   including,   without   limitation,   the   restrictions  on
exercisability set forth in Section 9, Section 11(a)(iii) and Section 23(a)), in
whole or in part at any time after the  Distribution  Date upon surrender of the
Right Certificate, with the form of election to purchase and the certificate set
forth on the reverse side thereof  completed  and duly  executed,  to the Rights
Agent at the office or offices of the Rights Agent  designated for such purpose,
together  with payment of the aggregate  Exercise  Price for the total number of
shares of Common Stock (or other  securities,  cash or other assets, as the case
may be) as to which such surrendered  Rights are then exercised,  at or prior to
the  earlier of (i) the Close of  Business  on  November  15,  2004 (the  "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof  (the  "Redemption  Date") or (iii) the time which such Rights
are  exchanged as provided in Section 24.  Except as set forth in Section  11(a)
hereof and notwithstanding any other provision of this Agreement, any Person who
prior to the Distribution Date becomes a record holder of shares of Common Stock
may  exercise all of the rights of a  registered  holder of a Right  Certificate
with  respect  to the  Rights  associated  with such  shares of Common  Stock in
accordance  with the  provisions of this  Agreement,  as of the date such Person
becomes a record holder of shares of Common Stock.

     (b) The  Exercise  Price  for  each  one-fifteenth  share of  Common  Stock
pursuant to the exercise of a Right shall initially be $1 (equivalent to $15 for
each share of Common  Stock),  shall be subject to adjustment  from time to time
provided  in  Section 11 and  Section 13 hereof,  and shall be payable in lawful
money of the United States of America in accordance with Section 7(c) below.

     (c) Upon receipt of a Right Certificate  representing  exercisable  Rights,
with the form of  election  to  purchase  and the  certificate  set forth on the
reverse side thereof completed and duly executed,  accompanied by payment of the
Exercise  Price  for the  shares  (or,  following  an  Adjustment  Event,  other
securities,  cash or other  assets,  as the case may be) to be purchased  and an
amount equal to any applicable  transfer tax (as determined by the Rights Agent)
in  cash,  or by  certified  check or bank  draft  payable  to the  order of the
Company,  the Rights Agent shall,  subject to Section  20(k)  hereof,  thereupon
promptly  (i)(A)  requisition  from any  transfer  agent of the shares of Common
Stock (or make  available,  if the Rights Agent is the transfer agent  therefor)
certificates  for the number of shares of Common Stock to be  purchased  and the
Company hereby irrevocably authorizes its transfer agent to comply with all such
requests,  or (B) if the Company  shall have elected to deposit the total number
of shares of Common Stock issuable upon exercise of the Rights  hereunder with a
depositary  agent,  requisition from the depositary  agent  depositary  receipts
representing  such number of shares of Common Stock as are to be  purchased  (in
which case  certificates  for the  shares of Common  Stock  represented  by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company will direct the depositary  agent to comply with such request,  (ii)
when appropriate, requisition from the Company the amount of cash, if any, to be
paid in lieu of issuance of  fractional  shares in  accordance  with  Section 14
hereof,  (iii)  promptly  after  receipt  of  such  certificates  or  depository
receipts,  cause the same to be delivered to or upon the order of the registered
holder of such  Right  Certificate,  registered  in such name or names as may be
designated  by such holder and (iv) when  appropriate,  after  receipt  promptly
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  other
securities of the Company,  pay cash or distribute  other  property  pursuant to
Section 11(a) hereof,  the Company will make all arrangements  necessary so that
such other securities,  cash or other property are available for distribution by
the Rights Agent, if and when appropriate.

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

     (e) 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 of Rights upon the  occurrence  of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i)  completed and signed the  certificate  contained in the form of election to
purchase set forth on the reverse side of the Right Certificate  surrendered for
such exercise, and (ii) provided such additional evidence of the identity of the
Beneficial  Owner (or  former  Beneficial  Owner) or  Affiliates  or  Associates
thereof as the Company shall reasonably request.

        Section 8. Cancellation and Destruction of Right Certificates. All Right
Certificates  surrendered  for the  purpose  of  exercise,  transfer,  split up,
combination  or  exchange  shall,  if  surrendered  to the Company or any of its
agents,  be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered  to the Rights Agent,  shall be cancelled 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
cancelled Right Certificates to the Company, or shall, at the written request of
the Company,  destroy such cancelled Right Certificates,  and in such case shall
deliver a certificate of destruction thereof to the Company.

        Section 9.  Reservation and Availability of Common Stock.

     (a) The Company  covenants and agrees that it will cause to be reserved and
kept available out of its  authorized and unissued  shares of Common Stock (and,
following the occurrence of an Adjustment Event,  other securities or out of its
authorized  and  issued  shares  held in its  treasury)  the number of shares of
Common Stock (and,  following  the  occurrence  of an  Adjustment  Event,  other
securities) that, as provided in this Agreement will be sufficient to permit the
exercise in full of all outstanding Rights;  provided, that such action need not
be taken with respect to shares of Common Stock (or other  securities)  issuable
upon occurrence of an Adjustment Event until the occurrence of such event.

     (b) If at the time the  Rights  become  exercisable,  the then  outstanding
shares  of Common  Stock  are  listed on any  national  or  regional  securities
exchange or are quoted on the National  Association of Securities Dealers,  Inc.
Automated  Quotation  System  ("NASDAQ")  or  any  successor  thereto  or  other
comparable  quotation  system,  the Company shall use its best efforts to cause,
from and after such time as the Rights become exercisable,  all shares of Common
Stock (and,  following the occurrence of an Adjustment Event,  other securities)
reserved for issuance  upon such  exercise to be quoted on such system or listed
on such exchange, as the case may be.

     (c) The  Company  shall  use  its  best  efforts  to (i)  file,  as soon as
practicable  following  the  earliest  date  after the  occurrence  of a Section
11(a)(ii)  Event as of which the  consideration  to be  delivered by the Company
upon  exercise  of the  Rights  has been  determined  in  accordance  with  this
Agreement, or as soon as required by law following the Distribution Date, as the
case may be, a  registration  statement  under the  Securities  Act of 1933,  as
amended  (the  "Securities  Act"),  with  respect to the  Common  Stock or other
securities  purchasable upon exercise of the Rights on an appropriate form, (ii)
cause such  registration  statement to become  effective as soon as  practicable
after  such  filing,  and (iii)  cause  such  registration  statement  to remain
effective  (with a prospectus  that at all times meets the  requirements  of the
Securities  Act) until the earlier of (A) the date as of which the Rights are no
longer  exercisable for such  securities,  and (B) the date of the expiration of
the Rights.  The Company will also take such action as may be appropriate under,
and which will ensure  compliance  with,  the securities or blue sky laws of the
various states in connection with the  exercisability of the Rights. The Company
may  temporarily  suspend  for a period of time not to exceed  ninety  (90) days
after the date set forth in clause  (i) of the first  sentence  of this  Section
9(c),  the  exercisability  of the  Rights  in order to  prepare  and file  such
registration statement and permit it to become effective.  Upon such suspension,
the Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily  suspended,  as well as a public announcement at
such time as the  suspension  is no longer in effect.  Notwithstanding  any such
provision of this Agreement to the contrary, the Rights shall not be exercisable
in any  jurisdiction  unless the requisite  qualification  in such  jurisdiction
shall have been obtained.

     (d) The Company  covenants  and agrees that it will take all such action as
may be  reasonably  necessary  to ensure  that all shares of Common  Stock (and,
following the occurrence of an Adjustment  Event,  other  securities)  delivered
upon exercise of Rights shall, at the time of delivery of the  certificates  for
such shares  (subject  to payment of the  Exercise  Price),  be duly and validly
authorized and issued and fully paid and nonassessable.

     (e) The Company further covenants and agrees that, subject to Section 6, 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  certificates  for  shares  of  Common  Stock  (or other
securities,  as the case may be) 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 in respect of the issuance or delivery of  securities  in a name other
than that of, the registered holder of the Right Certificates  evidencing Rights
surrendered for exercise or to issue or deliver any  certificates for securities
in a name other than that of the  registered  holder  upon the  exercise  of any
Rights  until such tax shall  have been paid (any such tax being  payable by the
holder of such Right  Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is due.

        Section 10.  Common  Stock  Record  Date.  Each Person in whose name any
certificate for Common Stock is issued upon the exercise of Rights shall for all
purposes  be deemed to have  become the holder of record of the shares of Common
Stock represented thereby on, and such certificate shall be dated, the date upon
which the Right  Certificate  evidencing  such Rights was duly  surrendered  and
payment of the  Exercise  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 Common  Stock  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 Common
Stock transfer books of the Company are open. Prior to the exercise of the Right
evidenced  thereby,  the holder of a Right  Certificate shall not be entitled to
any rights of a shareholder  of the Company with respect to 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 Exercise Price,  Number and Kind of Shares or
Number of Rights.  The Exercise Price,  the number and kind of 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 Common Stock payable in shares of Common
Stock,  (B) subdivide the outstanding  Common Stock, (C) combine the outstanding
Common  Stock  into a smaller  number  of shares or (D) issue any  shares of its
capital  stock in a  reclassification  of the Common Stock  (including  any such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company is the continuing or surviving  corporation),  then, except as otherwise
provided in this Section 11(a),  the Exercise Price in effect at the time of the
record date for such  dividend  or of the  effective  date of such  subdivision,
combination  or  reclassification,  and the  number and kind of shares of Common
Stock or capital  stock,  as the case may be,  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
Common Stock or capital stock, as the case may be, which, if such Right had been
exercised immediately prior to such date and at a time when the Common Stock (or
other  capital  stock,  as the case may be)  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 the Company issuable upon the exercise thereof. 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, in the event

     (A) any  Acquiring  Person or any  Associate or Affiliate of any  Acquiring
Person,  at any time after the date of this  Agreement,  directly or indirectly,
(1) shall merge into the Company or  otherwise  combine with the Company and the
Company  shall be the  continuing  or  surviving  corporation  of such merger or
combination and the Common Stock of the Company shall remain outstanding and not
changed into or exchanged  for stock or other  securities of any other Person or
the  Company  or  cash  or any  other  property,  (2)  shall,  in  one  or  more
transactions,  transfer  any assets to the Company in  exchange  (in whole or in
part)  for  shares  of  any  equity  security  of  the  Company  or  any  of its
Subsidiaries or for securities exercisable for or convertible into shares of any
equity security of the Company or any of its  Subsidiaries  or otherwise  obtain
from the Company,  with or without  consideration,  any additional shares of any
equity security of the Company or securities exercisable for or convertible into
shares of any equity security of the Company or any of its  Subsidiaries  (other
than as part of a pro rata  distribution  to all holders of Common  Stock),  (3)
shall sell, purchase, lease, exchange,  mortgage,  pledge, transfer or otherwise
dispose (in one or more transactions), to, from or with, as the case may be, the
Company  or any  of its  Subsidiaries,  assets  on  terms  and  conditions  less
favorable  to  the  Company  than  the  Company  would  be  able  to  obtain  in
arm's-length  negotiation with an unaffiliated third Person, (4) shall engage in
any transaction with the Company involving the sale, purchase,  lease, exchange,
mortgage,  pledge, transfer or other disposition (in one transaction or a series
of  transactions),  other than  incidental  to the lines of  business  currently
engaged in as of the date hereof by the Company and such  Acquiring  Person,  or
Associate or Affiliate,  of assets having an aggregate fair market value of more
than $5,000,000,  (5) shall receive any compensation  from the Company or any of
the Company's Subsidiaries other than compensation for full time employment as a
regular   employee  at  rates  in   accordance   with  the   Company's  (or  its
Subsidiaries')  past  practices,  or (6) shall receive the benefit,  directly or
indirectly (except proportionately as a shareholder), of any loans other than in
the  ordinary  course  of  business),  advances,  guarantees,  pledges  or other
financial  assistance or any tax credits or other tax advantage  provided by the
Company or any of its Subsidiaries, or

     (B) any Person  (other than an Exempt  Person),  shall  become an Acquiring
Person, or

     (C) during such time as there is an  Acquiring  Person,  there shall be any
reclassification   of  securities   (including  any  reverse  stock  split),  or
recapitalization  of the Company,  or any merger or consolidation of the Company
with any of its Subsidiaries or any other  transaction or series of transactions
(whether or not with or into or otherwise  involving an Acquiring  Person) which
has the  effect,  directly  or  indirectly,  of  increasing  by more than 1% the
proportionate  share of the outstanding shares of any class of equity securities
of the Company or any of its Subsidiaries  which is directly or indirectly owned
by any Acquiring Person or any Associate or Affiliate of any Acquiring Person,

then, and in each such case,  proper provision shall be made so that each holder
of a Right,  except as provided in this paragraph (ii),  shall thereafter have a
right to receive, upon exercise of such Right at the then current Exercise Price
in accordance with the terms of this Agreement,  such number of shares of Common
Stock of the Company as shall equal the result  obtained by (x)  multiplying the
then current Exercise Price by the then number of one-fifteenth shares of Common
Stock  for  which  a  Right  was  exercisable  immediately  prior  to the  first
occurrence of a Section  11(a)(ii)  Event and (y) dividing that product  (which,
following  such  first  occurrence,  shall  thereafter  be  referred  to as  the
"Exercise  Price" for each Right and for all purposes of this  Agreement) by 36%
of the Current Per Share Market Price of the Common Stock  (determined  pursuant
to Section  11(d)) on the date of the occurrence of any one of the events listed
above in this  Section  11(a)(ii)  (such  number of shares is herein  called the
"Adjustment  Shares");  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 shall
apply and no adjustment  shall be made pursuant to this Section  11(a)(ii).  The
Company shall not enter into any  transaction of the kind listed in this Section
11(a)(ii)  if at the time of such  transaction  there are any rights,  warrants,
instruments or securities outstanding or any agreements or arrangements which as
a result of the consummation of such transaction,  would substantially  diminish
or otherwise eliminate the benefits intended to be afforded by the Rights.

                Notwithstanding anything in this Agreement to the contrary, from
and  after  the  first  occurrence  of a Section  11(a)(ii)  Event,  any  Rights
beneficially  owned by (i) an Acquiring  Person or any Associate or Affiliate of
an Acquiring  Person,  (ii) a transferee of an Acquiring  Person (or of any such
Associate or  Affiliate)  who becomes a transferee  after the  Acquiring  Person
becomes  such,  or (iii) a  transferee  of an  Acquiring  Person (or of any such
Associate or Affiliate) who becomes a transferee  prior to or concurrently  with
the Acquiring  Person  becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for  consideration)  from the Acquiring Person to
holders of equity  interests in such Acquiring Person or to any Person with whom
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),
shall  become  null and  void  without  any  further  action  and no  holder  or
beneficial owner 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 ensure that the provisions of this
Section  11(a) and Section  4(b)  hereof are  complied  with,  but shall have no
liability to any holder or beneficial  owner of Right  Certificates or any other
Person as a result of its failure to make any determinations  with respect to an
Acquiring  Person or any Affiliates and Associates  thereof or any transferee of
any of them hereunder.

     (iii) In the event  that the  number of  shares of Common  Stock  which are
authorized by the Company's  articles of  organization  but not  outstanding  or
reserved for issuance for purposes other than upon exercise of the Rights is not
sufficient  to permit  the  exercise  in full of the Rights in  accordance  with
Section 11(a)(ii),  the Company shall: (A) determine the excess of (1) the value
of the  Adjustment  Shares  issuable  upon the exercise of a Right (the "Current
Value") over (2) the Exercise Price (such excess is herein called the "Spread"),
and (B) with respect to each Right,  make adequate  provision to substitute  for
the Adjustment Shares,  upon payment of the applicable Exercise Price, (1) cash,
(2) a  reduction  in the  Exercise  Price,  (3)  Common  Stock or  other  equity
securities of the Company (including,  without  limitation,  shares, or units of
shares,  of preferred stock which the Board has deemed to have the same value as
shares of Common Stock (such  shares or units of shares of  preferred  stock are
herein called "Equivalent  Common Stock")),  (4) debt securities of the Company,
(5) other assets,  or (6) any combination of the foregoing,  having an aggregate
value equal to the Current Value, where such aggregate value has been determined
by the Board  based  upon the  advice of a  competent  investment  banking  firm
selected by the Board;  provided,  however,  if the Company  shall not have made
adequate  provision to deliver value  pursuant to clause (B) above within thirty
(30) days following the later of (x) the first occurrence of a Section 11(a)(ii)
Event and (y) the date on which the Company's  right of  redemption  pursuant to
Section 23(a) expires (the later of (x) and (y) being  referred to herein as the
"Section  11(a)(ii)  Adjustment  Date"),  then the Company shall be obligated to
deliver,  upon the  surrender  for  exercise  of a Right and  without  requiring
payment of the Exercise Price,  shares of Common Stock (to the extent available)
and then, if necessary, cash, which shares or cash have an aggregate value equal
to the Spread. If the Board shall determine in good faith that it is likely that
sufficient  additional  shares of Common Stock could be authorized  for issuance
upon exercise in full of the Rights,  the thirty (30) day period set forth above
may be  extended  to the extent  necessary,  but not more than  ninety (90) days
after the Section 11(a)(ii)  Adjustment Date, in order that the Company may seek
stockholder  approval  for the  authorization  of such  additional  shares (such
thirty  (30)  day  period,  as  it  may  be  extended,   is  herein  called  the
"Substitution  Period").  To the extent  that the Company  determines  that some
action need be taken  pursuant to the first or second  sentence of this  Section
11(a)(iii),  the Company (x) shall provide, subject to Section 11(a)(ii) hereof,
that such action shall apply  uniformly to all outstanding  Rights,  and (y) may
suspend  the   exercisability   of  the  Rights  until  the  expiration  of  the
Substitution  Period  in order to seek an  authorization  of  additional  shares
and/or to decide the  appropriate  form of  distribution  to be made pursuant to
such first sentence and to determine the value thereof. 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, as well as a public
announcement  at such time as the  suspension  is no longer in  effect.  For the
purpose of this Section 11(a)(iii),  the value of Adjustment Shares shall be the
Current Per Share  Market  Price of the Common  Stock on the  Section  11(a)(ii)
Adjustment  Date, and the per share or per unit value of any  Equivalent  Common
Stock shall be deemed to equal the Current Per Share  Market Price of the Common
Stock on such date.

     (b) If the  Company  shall  fix a record  date for the  issuance  of rights
(other than the  Rights),  options or  warrants  to all holders of Common  Stock
entitling them (for a period  expiring within 45 calendar days after such record
date) to subscribe for or purchase  Common Stock or  Equivalent  Common Stock or
securities  convertible into Common Stock or Equivalent  Common Stock at a price
per share of Common Stock or per share of  Equivalent  Common Stock (or having a
conversion  price per share,  if a security  convertible  into  Common  Stock or
Equivalent  Common  Stock)  less than the  Current  Per Share  Market  Price (as
determined  pursuant to Section 11(d) hereof) of the Common Stock on such record
date,  the  Exercise  Price to be in effect  after  such  record  date  shall be
determined by multiplying the Exercise Price in effect immediately prior to such
record date by a fraction,  the numerator of which shall be the number of shares
of Common Stock  outstanding  on such record date,  plus the number of shares of
Common Stock which the aggregate offering price of the total number of shares of
Common Stock or Equivalent Common Stock to be offered (and the aggregate initial
conversion price of the convertible  securities so to be offered) would purchase
at such Current Per Share Market Price and the denominator of which shall be the
number of shares of Common  Stock  outstanding  on such  record  date,  plus the
number of  additional  shares of Common Stock or  Equivalent  Common Stock 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 the Company  issuable upon the exercise
thereof.  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 the Current Per Share Market Price  thereof  determined  in  accordance
with  Section  11(d)  hereof.  Shares of Common  Stock  owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such computation.  Such adjustments  shall be made successively  whenever such a
record date is fixed;  and in the event that such rights or warrants  are not so
issued,  the  Exercise  Price shall be adjusted to be the  Exercise  Price which
would then be in effect if such record date had not been fixed.

     (c) If the Company shall fix a record date for the making of a distribution
to all  holders  of  Common  Stock  (including  any  such  distribution  made in
connection with a consolidation or merger in which the Company is the continuing
corporation) of evidences of  indebtedness,  cash (other than a regular periodic
cash dividend out of the earnings or retained  earnings of the Company),  assets
(other than a dividend  payable in Common  Stock,  but  including  any  dividend
payable in stock other than Common  Stock) or  options,  subscription  rights or
warrants  (excluding those referred to in Section 11(b)),  the Exercise Price to
be in effect  after such  record date shall be  determined  by  multiplying  the
Exercise  Price in effect  immediately  prior to such record date by a fraction,
the  numerator  of  which  shall be the  Current  Per  Share  Market  Price  (as
determined  pursuant  to Section  11(d)  hereof) of Common  Stock on such record
date, less the Current Per Share Market Price (as determined pursuant to Section
11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so
to be distributed or of such options, subscription rights or warrants applicable
to one share of Common Stock and the  denominator  of which shall be the Current
Per Share Market Price (as determined  pursuant to Section 11(d) hereof) per one
share  of  Common  Stock;  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 the  Company  issuable  upon the  exercise
thereof. 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 Exercise
Price shall again be adjusted to be the Exercise  Price which would be in effect
if such record date had not been fixed.

     (d) For the purpose of this Agreement, the "Current Per Share Market Price"
of any share of Common  Stock or any other stock or any Right or other  security
or any other property shall be determined as provided in this Section 11(d).

     (i) In the case of a publicly-traded  stock or other security  (hereinafter
in this Section  11(d)(i) a  "Security"),  the Current Per Share Market Price on
any date shall be deemed to be the average of the daily closing prices per share
of such Security for the thirty (30)  consecutive  Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided, however, that for
the purpose of  computations  made pursuant to Section  11(a)(iii)  hereof,  the
Current Per Share  Market Price on any date shall be deemed to be the average of
the daily closing prices per share of such Security for the ten (10) consecutive
Trading Days immediately  following such date; and provided further, that in the
event that the  Current Per Share  Market  Price of any  Security is  determined
during a period following the announcement by the issuer of such Security of (x)
a dividend or distribution  on such Security  payable in shares of such Security
or securities  convertible  into shares of such Security (other than the Rights)
or (y) any subdivision,  combination or reclassification  of such Security,  and
prior to the  expiration  of the  requisite  thirty (30) Trading Day or ten (10)
Trading Day period,  as set forth  above,  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 properly adjusted to take into account ex-dividend  trading.  The
closing  price for each day shall be the last sale price,  regular  way,  or, in
case no such sale takes  place on such day,  the  average of the closing bid and
asked  prices,  regular  way,  in  either  case  as  reported  in the  principal
consolidated  transaction  reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Securities are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed on the principal national  securities  exchange on which such Security is
listed or admitted  to trading;  or, if not listed or admitted to trading on any
national securities  exchange,  the last quoted price (or, if not so quoted, the
average   of  the  last   quoted   high  bid  and  low  asked   prices)  in  the
over-the-counter market, as reported by NASDAQ or such other system then in use;
or,  if,  on any such  date no bids for such  Security  are  quoted  by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional market maker making a market in such Security selected by the Board
of  Directors  of the  Company.  If on any such date no market maker is making a
market in such Security,  the Current Per Share Market Price of such Security on
such date shall be determined  reasonably  and with good faith to the holders of
the Rights by the Board of Directors of the Company,  including,  if at the time
of  such  determination  there  is  an  Acquiring  Person,  a  majority  of  the
Disinterested  Directors  then  in  office,  or if  there  are no  Disinterested
Directors,  by a  competent  investment  banking  firm  selected by the Board of
Directors,  which determination shall be described in a statement filed with the
Rights  Agent and shall be binding on the  Rights  Agent and the  holders of the
Rights.  The term "Trading Day" shall mean a day on which the principal national
securities  exchange on which such  Security is listed or admitted to trading is
open for the  transaction  of  business  or, if such  Security  is not listed or
admitted to trading on any national securities exchange, a Business Day.

     (ii) If a  Security  is not  publicly  held  or not so  listed  or  traded,
"Current Per Share Market Price" shall mean the fair value per share of stock or
per other unit of such  Security,  determined  reasonably  and with  utmost good
faith to the  holders of the Rights by the Board of  Directors  of the  Company,
including,  if at the time of such determination there is an Acquiring Person, a
majority  of the  Disinterested  Directors  then in  office,  or if there are no
Disinterested  Directors, by a competent investment banking firm selected by the
Board of Directors,  which determination shall be described in a statement filed
with the Rights  Agent and shall be binding on the Rights  Agent and the holders
of the Rights.

     (iii) In the case of property other than securities,  the Current Per Share
Market Price thereof shall be determined  reasonably  and with utmost good faith
to the holders of Rights by the Board of Directors of the Company, including, if
at the time of such  determination  there is an Acquiring  Person, a majority of
the  Disinterested  Directors then in office,  or if there are no  Disinterested
Directors,  by a  competent  investment  banking  firm  selected by the Board of
Directors,  which determination shall be described in a statement filed with the
Rights  Agent and shall be binding  upon the Rights Agent and the holders of the
Rights.

     (e) Anything herein to the contrary  notwithstanding,  no adjustment in the
Exercise  Price  shall be  required  unless  such  adjustment  would  require an
increase or decrease of at least l% in the Exercise  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  ten-thousandth  of a  share,  as  the  case  may  be.
Notwithstanding  the  first  sentence  of this  Section  11(e),  any  adjustment
required  by this  Section  shall be made no later than the earlier of (i) three
(3) years from the date of the  transaction  which  mandates such  adjustment or
(ii) the Final Expiration Date.

     (f) If as a result of an adjustment  made pursuant to Section  11(a)(ii) or
Section 13(a) hereof, the holder of any Right thereafter  exercised shall become
entitled  to receive  any  shares of capital  stock  other  than  Common  Stock,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right and the Exercise Price thereof 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 Common Stock  contained in Section 11(a) through
(c), (e), (g) through (k), and (m), inclusive, and the provisions of Sections 7,
9, 10, 13 and 14 hereof  with  respect to the Common  Stock  shall apply on like
terms to any such other shares.

     (g)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
adjustment  made to the Exercise  Price  hereunder  shall  evidence the right to
purchase,  at the adjusted  Exercise  Price,  the number of shares (or fractions
thereof) of Common Stock  purchasable  from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

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

     (i) The  Company  may elect on or after the date of any  adjustment  of the
Exercise  Price  to  adjust  the  number  of  Rights,  in  substitution  for any
adjustment in the number of shares of Common Stock purchasable upon the exercise
of a Right. Each of the Rights outstanding after the adjustment in the number of
Rights shall be exercisable for the number of shares of Common Stock for which a
Right was exercisable  immediately prior to such adjustment.  Each Right held of
record prior to such adjustment of the number of Rights shall become that number
of Rights  (calculated to the nearest one  ten-thousandth)  obtained by dividing
the Exercise  Price in effect  immediately  prior to  adjustment of the Exercise
Price by the  Exercise  Price in  effect  immediately  after  adjustment  of the
Exercise Price. The Company shall 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 Exercise  Price is adjusted or any day  thereafter,
but, if the Right Certificates have been issued, shall be at least ten (10) days
later than the date of the public announcement.  If Right Certificates have been
issued,  upon each  adjustment of the number of Rights  pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Right  Certificates on such record date Right  Certificates
evidencing,  subject to Section 14 hereof,  the additional  Rights to which such
holders  shall be entitled as a result of such  adjustment,  or at the option of
the  Company,  shall  cause to be  distributed  to such  holders  of  record  in
substitution  and  replacement for the Right  Certificates  held by such holders
prior to the date of adjustment,  and upon surrender thereof, if required by the
Company, new Right Certificates  evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed
shall be issued,  executed and  countersigned  in the manner provided for herein
(and may bear, at the option of the Company,  the adjusted  Exercise  Price) and
shall be registered in the names of the holders of record of Right  Certificates
on the record date specified in the public announcement.

     (j)  Irrespective  of any adjustment or change in the Exercise Price or the
number of shares of Common Stock  issuable upon the exercise of the Rights,  the
Right Certificates theretofore and thereafter issued may continue to express the
Exercise  Price per share and the number of shares  which were  expressed in the
initial Right Certificates issued hereunder.

     (k) Before  taking any action that would cause an  adjustment  reducing the
Exercise  Price  below the then par  value,  if any,  of the number of shares of
Common Stock  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
shares of Common Stock at such adjusted Exercise Price.

     (l) In any case in which this Section 11 shall  require that an  adjustment
in the  Exercise  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 the number
of shares of Common Stock and other  capital stock or securities of the Company,
if any,  issuable  upon such  exercise  over and  above the  number of shares of
Common Stock and other  capital  stock or  securities  of the  Company,  if any,
issuable upon such  exercise on the basis of the Exercise  Price in effect prior
to such adjustment;  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)  Notwithstanding  anything  in this  Section  11 to the  contrary,  the
Company  shall be entitled to make such  reductions  in the Exercise  Price,  in
addition to those adjustments  expressly  required by this Section 11, as and to
the extent that it in its sole  discretion  shall  determine  to be advisable in
order that any consolidation or subdivision of the Common Stock, issuance wholly
for cash of any shares of Common Stock at less than the Current Per Share Market
Price, issuance wholly for cash of shares of Common Stock or securities which by
their terms are  convertible  into or  exchangeable  for shares of Common Stock,
stock  dividends  or  issuance  of  rights,  options  or  warrants  referred  to
hereinabove in this Section 11,  hereafter made by the Company to holders of its
Common Stock, shall not be taxable to such shareholders.

     (n) The Company  covenants  and agrees that it shall not, at any time after
the Distribution  Date, (i) consolidate  with, (ii) merge with or into, or (iii)
sell or  transfer  (or  permit  any  Subsidiary  to sell  or  transfer),  in one
transaction  or a series  of  related  transactions,  assets  or  earning  power
aggregating  50% or more of the assets or earning  power of the  Company and its
Subsidiaries taken as a whole, to any other Person or Persons if (x) at the time
of or immediately after such consolidation, merger or sale there are any rights,
warrants or other  instruments  outstanding  or  agreements or  arrangements  in
effect which would  substantially  diminish or otherwise  eliminate the benefits
intended to be afforded by the Rights, or (y) prior to,  simultaneously  with or
immediately  after  such  consolidation,  merger or sale the  shareholders  of a
Person who  constitutes,  or would  constitute,  the  "Principal  Party" for the
purposes of Section  13(a) hereof shall have received a  distribution  of Rights
previously owned by such Person or any of its Affiliates and Associates.

     (o) The Company  covenants and agrees that after the  Distribution  Date it
will not,  except as  permitted  by Section  23 or  Section 24 hereof,  take (or
permit any Subsidiary to take) any action if at the time such action is taken it
is  reasonably  foreseeable  that such  action  will  substantially  diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.

        Section 12.  Certificate of Adjusted Exercise Price or Number of Shares.
Whenever an  adjustment is made as provided in Section 11 and Section 13 hereof,
the  Company  shall  (a)  promptly  prepare a  certificate  setting  forth  such
adjustment and a brief  statement of the facts  accounting for such  adjustment,
(b)  promptly  file with the Rights Agent and with each  transfer  agent for the
Common Stock 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  contained  therein and shall not be deemed to have knowledge of
any such 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, on or after the Share Acquisition Date,  directly or
indirectly,  (x) the Company shall consolidate with, or merge with and into, any
other Person (other than a Subsidiary  of the Company in a transaction  which is
not  prohibited  by Section  11(o)  hereof),  and the  Company  shall not be the
continuing  or surviving  corporation  of such  consolidation  or merger (y) any
Person  (other than a Subsidiary  of the Company in a  transaction  which is not
prohibited by Section 11(o) hereof) 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 and, in connection  with such merger,  all or part of
the shares of Common Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or (z) the Company
shall sell,  mortgage or otherwise  transfer (or one or more of its Subsidiaries
shall sell, mortgage or otherwise  transfer),  in one transaction or a series of
related  transactions,  assets or earning power  aggregating  50% or more of the
assets or earning power of the Company and its  Subsidiaries  (taken as a whole)
to any other Person or Persons  (other than the Company or any Subsidiary of the
Company in one or more  transactions  each of which is not prohibited by Section
11(o) hereof)

then, and in each such case,  proper  provision  shall be made so that: (i) each
holder of a Right, except as provided otherwise herein,  shall have the right to
receive,  upon the  exercise  thereof  at the  then  current  Exercise  Price in
accordance with the terms of this Agreement,  such number of validly  authorized
and issued, fully paid and nonassessable shares of freely tradeable Common Stock
of the Principal Party (as hereinafter defined in Section 13(b)), free and clear
of rights of call or first refusal, liens, encumbrances or other adverse claims,
as shall be equal to the result  obtained by (1)  multiplying  the then  current
Exercise Price by the number of one-fifteenth shares of Common Stock for which a
Right is exercisable  immediately  prior to the first occurrence of a Section 13
Event  (or,  if a  Section  11(a)(ii)  Event  has  occurred  prior to the  first
occurrence of a Section 13 Event, multiplying the number of one-fifteenth shares
of Common Stock for which a Right was exercisable immediately prior to the first
occurrence  of a  Section  11(a)(ii)  Event  by the  Exercise  Price  in  effect
immediately  prior to such first  occurrence)  and dividing that product (which,
following the first  occurrence  of a Section 13 Event,  shall be referred to as
the "Exercise  Price" for each Right and for all purposes of this  Agreement) by
(2) 36% of the Current Per Share  Market Price  (determined  pursuant to Section
11(d)  hereof)  of the  Common  Stock  of such  Principal  Party  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 Stock
to permit  exercise of all  outstanding  Rights in accordance  with this Section
13(a)) 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 shares of Common Stock  thereafter  deliverable  upon
the exercise of the Rights.  The Company shall not enter into any transaction of
the kind set forth in this subsection if at the time of the consummation of such
transaction  there are any options,  warrants,  rights,  conversion  or exchange
provisions or securities outstanding or any agreements or arrangements in effect
which, as a result of the consummation of such  transaction,  would eliminate or
substantially  diminish the benefits intended to be afforded by the Rights.  If,
in the case of a  transaction  of the kind  described in clause (z) of the first
sentence  of this  subsection,  the Person or Persons to whom  assets or earning
power are sold or otherwise  transferred  are  individuals,  then the  preceding
sentences  of this  subsection  shall be  inapplicable,  and the  Company  shall
require as a condition to such sale or transfer  that such Person or Persons pay
to each holder of a Rights  Certificate,  upon its surrender to the Rights Agent
and in exchange therefor (without requiring payment by such holder), cash in the
amount  determined by multiplying the then current  Exercise Price by the number
of one-fifteenth shares of Common Stock for which a Right is then exercisable.

     (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), the Person that is the issuer of any securities
into which shares of Common Stock of the Company 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; and

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

provided, however, that in any such case, (x) if the Common Stock of such Person
is not at such time and has not been  continuously  over the preceding  12-month
period  registered  under  Section 12 of the Exchange  Act, and such Person is a
direct or indirect Subsidiary of another Person the Common Stock of which is and
has been so registered,  "Principal Party" shall refer to such other Person; and
(y) in case such Person is a Subsidiary,  directly or  indirectly,  or more than
one  Person,  the  Common  Stocks  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 Common Stock having the greatest  aggregate market value of shares
outstanding.

     (c) The Company shall not consummate any such  consolidation,  merger, sale
or transfer unless prior thereto (x) the Principal Party shall have a sufficient
number of  authorized  shares of its Common  Stock which have not been issued or
reserved for issuance to permit the exercise in full of the Rights in accordance
with this  Section  13, and (y) the Company  and each  Principal  Party and each
other Person who may become a Principal Party as a result of such consolidation,
merger, sale or transfer shall have executed and delivered to the Rights Agent a
supplemental  agreement  providing  for the terms set forth in Section 13(a) and
(b) and further  providing  that, as soon as  practicable  after the date of any
consolidation,  merger,  sale or transfer of assets  mentioned in Section 13(a),
the Principal Party at its own expense will

     (i) prepare and file a registration statement under the Securities Act with
respect to the Rights and the securities purchasable upon exercise of the Rights
on an  appropriate  form,  use its  best  efforts  to  cause  such  registration
statement to become  effective as soon as practicable  after such filing and use
its best efforts to cause such registration  statement to remain effective (with
a prospectus  that at all times meets the  requirements  of the Securities  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) use its best  efforts to list (or continue the listing of) the Rights
and the  securities  purchasable  upon  exercise  of the  Rights  on a  national
securities  exchange or to meet the  eligibility  requirements  for quotation on
NASDAQ; and

     (iv) deliver to holders of the Rights historical  financial  statements for
the  Principal  Party and each of its  Affiliates  which  comply in all 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.  If any Section 13 Event
shall occur at any time after the occurrence of a Section  11(a)(ii)  Event, the
Rights  which  have not  theretofore  been  exercised  shall  thereafter  become
exercisable in the manner described in Section 13(a).

        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 may 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 purposes of this Section 14(a),  the current market
value of a whole Right shall be the closing  price per Right for the Trading Day
immediately  prior to such  date on which  fractional  Rights  would  have  been
otherwise issuable. The closing price for any Trading Day shall be the last sale
price,  regular  way,  or, in case no such sale takes place on such Trading Day,
the average of the closing bid and asked prices,  regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities  listed or admitted to trading on the New York Stock  Exchange or,
if the  Rights  are not  listed or  admitted  to  trading  on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national  securities exchange
on which the Rights  are listed or  admitted  to  trading;  or, if not listed or
admitted to trading on any national securities  exchange,  the last quoted price
(or,  if not so quoted,  the  average of the last  quoted high bid and low asked
prices) in the  over-the-counter  market,  as  reported  by NASDAQ or such other
system then in use;  or, if, on any such  Trading Day no bids for the Rights are
quoted by any such organization, the average of the closing bid and asked prices
as  furnished  by a  professional  market  maker  making a market in the  Rights
selected by the Board of Directors of the Company. If on any such date no market
maker is making a market in the Rights the current market value of the Rights on
such Trading Day shall be  determined  reasonably  and with utmost good faith to
the  holders  of the  Rights by the Board of  Directors  of the  Company,  whose
determination  shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent.

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

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

        Section  15.  Rights of Action.  All rights of action in respect of this
Agreement,  other than rights of action  vested in the Rights Agent  pursuant to
Section 18 hereof, are vested in the respective  registered holders of the Right
Certificates (and prior to the Distribution  Date, the registered holders of the
Common Stock);  and any registered holder of any Right Certificate (or, prior to
the Distribution  Date, of the Common Stock),  without the consent of the Rights
Agent  or of the  holder  of any  other  Right  Certificate  (or,  prior  to the
Distribution Date, of the Common Stock),  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 Right evidenced by such Right Certificate in the manner provided in
such Right Certificate and in this Agreement.  Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically acknowledged
that the  holders  of Rights  would not have an  adequate  remedy at law for any
breach of this  Agreement and shall be entitled to specific  performance  of the
obligations  hereunder  and  injunctive  relief  against  actual  or  threatened
violations of the obligations hereunder of any Person subject to this Agreement.
Holders  of  Rights  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 with the Rights
Agent and with every other holder of a Right that:

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

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

     (c) subject to Sections 6 and 11, the Company and the Rights Agent may deem
and  treat  the  person  in whose  name a Right  Certificate  (or,  prior to the
Distribution Date, the associated Common Stock certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby  (notwithstanding any
notations of ownership or writing on the Right  Certificates  or the  associated
Common  Stock  certificate  made by anyone  other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent
shall be affected by any notice to the contrary; and

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

        Section  17.  Right  Certificate  Holder  Not Deemed a  Shareholder.  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 shares of Common Stock
or any other  securities of the Company which may at any time be issuable on the
exercise of the Rights represented  thereby, nor shall anything contained herein
or in any Right  Certificate be construed to confer upon the holder of any Right
Certificate,  as such,  any of the rights of a shareholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
shareholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action,  or to receive notice of meetings or other actions  affecting
shareholders  (except as provided in Section 25 hereof), or to receive dividends
or subscription  rights,  or otherwise,  until the Right or Rights  evidenced by
such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
provisions hereof.

        Section 18. Concerning the Rights Agent.

     (a) The Company agrees to pay to the Rights Agent  reasonable  compensation
for all services  rendered by it hereunder  and, from time to time, on demand of
the Rights Agent, its reasonable expenses and counsel fees and disbursements and
other  disbursements  incurred  in the  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,  recklessness, 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 arising therefrom, directly or indirectly.

     (b) The Rights Agent shall be protected and shall incur no liability for or
in respect of any action taken, suffered or omitted by it in connection with its
administration  of this  Agreement  in reliance  upon any Right  Certificate  or
certificate for Common Stock or 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 in reliance upon
the advice of counsel as set forth in Section 20.

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

     (a) Any  corporation  into which the Rights Agent or any  successor  Rights
Agent may be merged or with  which it may be  consolidated,  or any  corporation
resulting  from any merger or  consolidation  to which the  Rights  Agent or any
successor  Rights Agent shall be a party, or any  corporation  succeeding to the
corporate  trust or  shareholder  services  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 or in
the name of the  successor  Rights  Agent;  and in all  such  cases  such  Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.

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

        Section 20.  Duties of Rights  Agent.  The Rights Agent  undertakes  the
duties and  obligations  imposed by this Agreement upon the following  terms and
conditions,  by all of 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 selected by it (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
(including,  without  limitation,  the identity of any Acquiring  Person and the
determination of Current Per Share Market Price) be proved or established by the
Company prior to taking or suffering any action  hereunder,  such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively  proved and established by a certificate  signed by
any duly  authorized  officer of the Company and  delivered to the Rights Agent;
and such certificate shall be full and complete  authorization and protection to
the  Rights  Agent as to any  action  taken or  omitted  by it in good  faith in
reliance upon such certificate.

     (c) The Rights Agent shall be liable hereunder only for its own negligence,
recklessness, 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)  hereof)  or any  adjustment
required  under  the  provisions  of  Sections  3, 11,  13,  23 or 24  hereof or
responsible  for the  manner,  method or amount  of any such  adjustment  or the
ascertaining  of the existence of facts that would  require any such  adjustment
(except with respect to the exercise of Rights  evidenced by Right  Certificates
after  receipt of a  certificate  describing  any such  adjustment  furnished in
accordance  with  Section  12  hereof),  nor  shall  it be  responsible  for any
determination  by the Board of Directors of the Company of current  market value
of the Rights or Common Stock  pursuant to the  provisions of Section 14 hereof;
nor  shall it by any act  hereunder  be  deemed  to make any  representation  or
warranty as to the authorization or reservation of any shares of Common Stock to
be issued  pursuant to this Agreement or any Right  Certificate or as to whether
any shares of Common  Stock  will,  when so issued,  be validly  authorized  and
issued,  fully paid and  nonassessable;  nor shall it be under any obligation to
institute  any  action,  suit or legal  proceeding  or to take any other  action
likely to involve  expense  unless the Company or one or more of the  registered
holders of the Rights  Certificates shall furnish the Rights Agent with security
and  indemnity  to its  satisfaction  for any  costs and  expenses  which may be
incurred; nor shall it be liable for any failure to perform any duties except as
specifically set forth herein and no implied  covenants or obligations  shall be
read into this Agreement against the Rights Agent,  whose duties and obligations
shall be determined solely by the express provisions hereof.

     (f) The Company  agrees that it will inform the Rights Agent  promptly upon
the Company's  determination  that a Person has become an Acquiring Person,  and
the Rights Agent will not be responsible for making such determination  prior to
such notice by the Company.  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  and
certificates delivered pursuant to any provision hereof from any duly authorized
officer of the  Company,  and is  authorized  to apply to any such  officer  for
advice or instructions in connection with its duties, and it shall not be liable
for any action  taken or suffered to be taken by it in good faith in  accordance
with  instructions of any such officer.  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 under this  Agreement and the date on and/or after which such action shall
be taken or such  omission  shall be  effective.  The Rights  Agent shall not be
liable for any action taken by, or omission  of, the Rights Agent in  accordance
with a proposal  included in such  application on or after the date specified in
such application (which date shall not be less than five Business Days after the
date any officer of the Company actually receives such  application,  unless any
such officer shall have  consented in writing to an earlier date) unless,  prior
to taking any such action (or the  effective  date in the case of an  omission),
the Rights Agent shall have received  written  instructions  in response to such
application specifying the action to be taken or omitted.

     (h) The Rights Agent and any shareholder,  director, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other  securities
of the Company or become pecuniarily  interested in any transaction in which the
Company  may be  interested,  or  contract  with or lend money to the Company or
otherwise  act as fully and freely as though it were not the 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
vested in it or perform  any of its duties  hereunder  either  directly 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 attorney or
agent or for any loss to the  Company  resulting  from  any such  act,  default,
neglect or misconduct,  provided the Rights Agent  exercised  reasonable care in
the selection or continued employment of such agent.

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

    Section 21. Change of Rights Agent. The Rights Agent or any successor Rights
Agent may resign and be  discharged  from its duties under this  agreement  upon
thirty (30) days' notice in writing mailed to the Company,  and to each transfer
agent of the Common Stock 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 (with or without  cause) upon thirty (30)
days' notice in writing,  mailed to the Rights Agent or successor  Rights Agent,
as the case may be, and to each transfer agent of the Common Stock 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 incumbent  Rights
Agent or the registered  holder of any Right  Certificate may apply to any court
of  competent  jurisdiction  for the  appointment  of a new  Rights  Agent.  Any
successor  Rights  Agent,  whether  appointed by the Company or by such a court,
shall be (a) a corporation  organized and doing  business  under the laws of the
United States or of the State of North  Carolina or the State of South  Carolina
(or of any  other  state of the  United  States so long as such  corporation  is
authorized  to do  business  as a  banking  institution  in the  State  of North
Carolina or the State of South Carolina), in good standing,  which is authorized
under such laws to exercise  shareholder  services or corporate trust powers and
is subject to supervision or examination by federal or state authority and which
is a duly and validly  registered  "transfer agent" in accordance with Rule 17 A
of the Exchange Act or (b) an Affiliate of a corporation described in clause (a)
of this sentence. After appointment,  the successor Rights Agent shall be vested
with the same  powers,  rights,  duties and  responsibilities  as if it had been
originally  named  as  Rights  Agent  without  further  act  or  deed;  but  the
predecessor  Rights  Agent shall  deliver and transfer to the  successor  Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance,  conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such  appointment,  the Company shall file notice
thereof in writing with the predecessor  Rights Agent and each transfer agent of
the Common Stock and mail a notice thereof in writing to the registered  holders
of the Right  Certificates.  Failure  to give any  notice  provided  for in this
Section 21,  however,  or any defect  therein,  shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.

        Section 22. Issuance of New Right  Certificates.  Notwithstanding any of
the provisions of this  Agreement or of the Rights to the contrary,  the Company
may, at its option, issue new Right Certificates  evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the  Exercise  Price  and the  number  or kind or class of shares of stock or
other securities or property  purchasable  under the Right  Certificates made in
accordance  with the provisions of this  Agreement.  In addition,  in connection
with the issuance or sale of shares of Common Stock  following the  Distribution
Date and prior to the  redemption or  expiration of the Rights,  the Company (a)
shall,  with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, or upon the
exercise,  conversion or exchange of securities hereafter issued by the Company,
and (b) may, in any other case, if deemed  necessary or appropriate by the Board
of  Directors  of  the  Company,  issue  Right  Certificates   representing  the
appropriate number of Rights in connection with such issuance or sale; provided,
however,  that (i) no such  Right  Certificate  shall be issued  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 such
Right  Certificate  shall be issued  if,  and to the  extent  that,  appropriate
adjustments shall otherwise have been made in lieu of the issuance thereof.

        Section 23.  Redemption.

     (a) The Board of Directors  of the Company may, at its option,  at any time
prior to the earlier of (x) the Close of Business on the tenth day following the
Share  Acquisition  Date (or, if the Share  Acquisition Date shall have occurred
prior to the Record Date,  the Close of Business on the tenth day  following the
Record Date), or (y) the Final Expiration Date, redeem all but not less than all
of the then outstanding Rights at a redemption price of $.001 per Right, as such
amount may be appropriately  adjusted,  as determined by the Board of Directors,
to reflect any  transaction  of the kind described in clauses (A) through (D) of
Section  11(a)(i)  occurring after the date hereof (such  redemption price being
hereinafter  referred to as the "Redemption  Price").  In considering whether to
redeem the Rights,  the Board of  Directors of the Company may consider the best
long-term  and  short-term   interests  of  the  Company,   including,   without
limitation,  the  effects  of the  redemption  of  the  Rights  upon  employees,
suppliers  and  customers  of the Company or any  Subsidiary  of the Company and
communities  in which  offices  or other  establishments  of the  Company or any
Subsidiary  of the  Company are located  and all other  pertinent  factors.  The
redemption  of the Rights by the Board of  Directors  may be  effective  at such
time,  on such basis and with such  conditions as such Board of Directors in its
sole discretion may establish.  In addition to the right of redemption  reserved
in the first  sentence of this  subsection (a) the Board of Directors may redeem
all,  but not less than all, of the then  outstanding  Rights at the  Redemption
Price  after  the  occurrence  of a Share  Acquisition  Date,  but  prior to the
occurrence of any  transaction of the kind described in Section  11(a)(ii)(A) or
(C) or Section  13(a),  if either (i) a Person who is an Acquiring  Person shall
have transferred or otherwise  disposed of a number of shares of Common Stock in
one transaction or series of transactions,  not directly or indirectly involving
the  Company  or any  of its  Subsidiaries  and  which  did  not  result  in the
occurrence of any  transaction of the kind described in Section  11(a)(ii)(A) or
(C) or  Section  13(a),  as  shall  result  in such  Person  thereafter  being a
Beneficial Owner of 15% or less of the outstanding shares of Common Stock of the
Company,  and  after  such  transfer  or other  disposition  there  are no other
Acquiring  Persons,  or (ii) in  connection  with  any  transaction  of the kind
described in Section  11(a)(ii)(A)  or Section 13(a) in which all holders of the
Common  Stock of the Company are treated the same and which shall not involve an
Acquiring Person,  an Affiliate or Associate of an Acquiring  Person,  any other
Person in which such Acquiring  Person,  Affiliate or Associate has any interest
or  any  other  Person  acting,  directly  or  indirectly,  on  behalf  of or in
association with such Acquiring Person, Affiliate or Associate.  Notwithstanding
any other provision of this Agreement, the Rights shall not be exercisable after
the first occurrence of an event specified in Section  11(a)(ii) until such time
as the Company's right of redemption hereunder has expired.

     (b)  Immediately  upon the action of the Board of  Directors of the Company
ordering  the  redemption  of the Rights,  and  without  any further  action and
without any notice, the right to exercise the Rights will terminate and the only
right  thereafter  of the holders of Rights  shall be to receive the  Redemption
Price  for  each  Right so held.  Promptly  after  the  action  of the  Board of
Directors  ordering the redemption of the Rights,  the Company shall give notice
of such  redemption to the Rights Agent and the holders of the then  outstanding
Rights by mailing  such  notice to the Rights  Agent and to all such  holders at
their last  addresses as they appear upon the registry books of the Rights Agent
or, prior to the Distribution  Date, on the registry books of the Transfer Agent
for the Common Stock.  Any notice 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 of value any Rights at any time in
any manner  other than that  specifically  set forth in this  Section  23, or in
connection  with the  purchase,  acquisition  or  redemption of shares of Common
Stock prior to the Distribution Date.

     (c) The  Company  may,  at its option,  pay the  Redemption  Price in cash,
shares of Common  Stock  (based on the  Current  Per Share  Market  Price of the
Common Stock as of the time of  redemption)  or any other form of  consideration
deemed appropriate by the Board.

        Section 24.  Exchange.

     (a) The Board of Directors  of the Company may, at its option,  at any time
after any Person shall have become an Acquiring Person, exchange all or any part
of the then  outstanding and exercisable  Rights (which shall not include Rights
which have become void  pursuant to the  provisions  of Section  11(a)(ii))  for
Common Stock of the Company at an exchange rate of one share of Common Stock per
Right,  appropriately  adjusted to reflect any transaction  specified in clauses
(A) through (D), inclusive,  of Section 11(a)(i) occurring after the date hereof
(such exchange rate being  hereinafter  called the "Exchange  Rate");  provided,
however,  that the Board of  Directors  shall not be empowered to effect such an
exchange at any time after any Person  (other than an Exempt  Person),  together
with all  Affiliates  and  Associates  of such  Person,  shall  have  become the
Beneficial  Owner  of 50% or  more  of the  Common  Stock  of the  Company  then
outstanding.

     (b)  Immediately  after any action by the Board of Directors of the Company
directing the exchange of any Rights  pursuant to subsection (a) of this Section
24,  notice of which  shall be filed  with the Rights  Agent,  and  without  any
further  action and without any notice,  the right to exercise such Rights shall
terminate and each registered holder of such Rights shall thereafter be entitled
to  receive  only the number of shares of Common  Stock  which  shall  equal the
number of Rights held by such registered holder multiplied by the Exchange Rate.
The Company shall give prompt public notice of any exchange directed pursuant to
such subsection (a); provided,  however, that the failure to give, or any defect
in, any such notice  shall not affect the validity of such  exchange.  Within 10
days after  action by such Board of  Directors  directing  the  exchange of such
Rights, the Company shall mail a notice of exchange to all registered holders of
such Rights at their last  addresses  appearing  upon the registry  books of the
Rights Agent or, prior to the  Distribution  Date, on the registry  books of the
transfer  agent for the Common  Stock.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not received by the registered
holder to whom sent; provided,  however, that the failure to give, or any defect
in, any such notice  shall not affect the  validity of any such  exchange.  Each
such  notice  shall state the method by which the  exchange of Common  Stock for
Rights will be effected and, in the event of any partial exchange, the number of
Rights which will be exchanged.  Any partial exchange shall be effected pro rata
among the registered  holders of the Rights based upon the number of Rights held
(excluding  Rights which have become void pursuant to the  provisions of Section
11(a)(ii)); and in such case, a new Rights Certificate evidencing the Rights not
being exchanged shall be prepared and executed by the Company and  countersigned
and  delivered  by the  Rights  Agent to the  registered  holder of such  Rights
subject to the provisions of Section 14.

     (c) In the event that there  shall be an  insufficient  number of shares of
Common Stock  authorized  but unissued or issued and held in the treasury of the
Company to permit an exchange of Rights  directed by the Board of  Directors  of
the  Company,  the  Company  shall take all such action as may be  necessary  to
authorize  additional  shares of Common Stock for issuance upon such exchange of
the Rights.  In any such  exchange,  the Company may, at its option,  substitute
Equivalent  Common  Stock  for  some  or  all  of  the  Common  Stock  otherwise
exchangeable for the Rights.

     (d) The Company shall not be required to issue fractional  shares of Common
Stock in  exchange  for  Rights or to  distribute  certificates  which  evidence
fractional shares of Common Stock. In lieu of fractional shares of Common Stock,
the Company  shall pay to the  registered  holders of the Rights with respect to
which such fractional Common Stock would otherwise be issuable an amount in cash
equal to the same fraction of the Current Per Share Market Value of Common Stock
(as  determined  as provided in Section  11(d)) for the Trading Day  immediately
prior to the date of such exchange.

        Section 25. Notice of Certain Events

     (a) In case the Company shall propose,  at any time after the  Distribution
Date,  (i) to pay any  dividend  payable in stock of any class to the holders of
Common  Stock or to make any other  distribution  to the holders of Common Stock
(other  than a regular  periodic  cash  dividend  out of  earnings  or  retained
earnings of the Company), or (ii) to offer to the holders of Common Stock rights
or warrants to  subscribe  for or to purchase  any  additional  shares of Common
Stock or  shares  of  stock of any  class or any  other  securities,  rights  or
options, or (iii) to effect any reclassification of its Common Stock (other than
a  reclassification  involving only the  subdivision  of  outstanding  shares of
Common Stock), or (iv) to effect any consolidation or merger into or with, or to
effect any sale,  mortgage  or other  transfer  (or to permit one or more of its
Subsidiaries to effect any sale, mortgage or other transfer), in one transaction
or a series of  related  transactions,  of 50% or more of the  assets or earning
power of the  Company  and its  Subsidiaries  (taken as a whole)  to,  any other
person (other than a Subsidiary of the Company in one or more  transactions each
of which is not  prohibited  by  Section  11(o)  hereof),  or (v) to effect  the
liquidation,  dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right Certificate, in accordance with
Section 26 hereof,  a notice of such  proposed  action,  which shall specify the
record date for the purposes of such stock  dividend,  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 shares of Common Stock, if
any such date is to be fixed,  and such notice shall be so given, in the case of
any action covered by clause (i) or (ii) above,  at least ten (10) days prior to
the  record  date for  determining  holders  of the  shares of Common  Stock for
purposes of such action,  and in the case of any such other action, at least ten
(10) days prior to the date of the taking of such proposed action or the date of
participation  therein by the holders of the shares of Common  Stock,  whichever
shall be the earlier.

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

        Section 26. Notices.  Notices or demands authorized by this Agreement to
be given or made by the Rights  Agent or by the holder of any Right  Certificate
to or on the Company shall be sufficiently  given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:

                  One Price Clothing Stores, Inc.
                  Post Office Box 2487
                  Spartanburg, South Carolina 29304-2487
                  Attn:  Corporate Secretary

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

     Continental Stock Transfer & Trust Company
     2 Broadway
     Attn:  Compliance Department-- Rights Agent One Price Clothing Stores, Inc.
     New York, New York 10004

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

        Section 27. Supplements and Amendments.  Prior to the Distribution Date,
the  Company  and  the  Rights  Agent  shall,  if so  directed  by the  Company,
supplement or amend any provision of this Agreement  without the approval of any
holders  of  certificates   representing   Common  Stock.  From  and  after  the
Distribution  Date,  the Company and the Rights Agent  shall,  if the Company so
directs,  supplement or amend this Agreement  without the approval of any holder
of Right  Certificates  in order (i) to cure any  ambiguity,  (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions  herein,  (iii) to shorten or lengthen any time period
hereunder or (iv) to change or supplement the provisions hereunder in any manner
which the Company may deem  necessary or desirable and which shall not adversely
affect, as determined solely by the Company, the interests of the holders of the
Rights or the Right Certificates (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person); provided, however, that this Agreement may
not be supplemented or amended  pursuant to clause (iii) of this sentence (A) to
lengthen  any  time  period  unless  such  lengthening  is for  the  purpose  of
protecting,  enhancing  or  clarifying  the rights of,  and/or the  benefits to,
registered holders of the Rights, or (B) to lengthen any time period relating to
when  the  Rights  may be  redeemed  if at such  time  the  Rights  are not then
redeemable. Upon the delivery of such 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.  Notwithstanding  anything  contained  in  this
Agreement to the contrary,  no supplement or amendment shall be made on or after
the Distribution  Date which changes the Redemption  Price, the Final Expiration
Date, the Exercise Price or the number of shares (or portions thereof) of Common
Stock for which a Right is  exercisable.  Prior to the  Distribution  Date,  the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Stock.

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

        Section 29. Determination and Actions by the Board of Directors. For all
purposes of this  Agreement,  any  calculation of the number of shares of Common
Stock outstanding at any particular time,  including for purposes of determining
the particular  percentage of such  outstanding  shares of Common Stock 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  hereof.  The Board of  Directors  of the
Company  (with,  where  specifically  provided  for  herein,  the  approval of a
majority of the  Disinterested  Directors)  shall have the  exclusive  power and
authority to  administer  this  Agreement  and to exercise all rights and powers
specifically granted to the Board (with, where specifically provided for herein,
the approval of a majority of the Disinterested Directors) or to the Company, or
as may be  necessary  or  advisable  in the  administration  of this  Agreement,
including  without  limitation,  the  right  and  power  to  (i)  interpret  the
provisions of this Agreement and (ii) make all  determinations  deemed necessary
or advisable for the administration of this Agreement (including a determination
to redeem or not redeem the Rights or to amend the Agreement). All such actions,
calculations,  interpretations  and determinations  (including,  for purposes of
clause (y) below, all omissions with respect to the foregoing) which are done or
made by the Board of Directors (or, where specifically provided for herein, by a
majority  of the  Disinterested  Directors)  in good  faith  shall (x) be final,
conclusive  and binding on the  Company,  the Rights  Agent,  the holders of the
Rights and all other  parties,  and (y) not  subject  any member of the Board of
Directors or any of the Disinterested  Directors to any liability to the holders
of the Rights or to any other person.

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

        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;
provided,  however,  that  notwithstanding  anything  in this  Agreement  to the
contrary, if any such term,  provision,  covenant or restriction is held by such
court  or  authority  to be  invalid,  void or  unenforceable  and the  Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from the Agreement would adversely affect the purpose or effect
of the  Agreement,  the right of redemption set forth in Section 23 hereof shall
be reinstated  and shall not expire until the Close of Business on the tenth day
following the date of such determination by the Board of Directors.

        Section 32.  Governing  Law. This  Agreement,  each Right and each Right
Certificate  issued  hereunder  shall be deemed to be a contract  made under the
laws of the State of South  Carolina 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 to be performed entirely within South Carolina.

        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.

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

ATTEST:                               ONE PRICE CLOTHING STORES, INC.


By: /s/ Diane O'Bryant                By  /s/ Grant H. Gibson
    -----------------------------         -----------------------------
    Assistant Secretary                   Vice President &Corporate Secretary

ATTEST:                               CONTINENTAL STOCK TRANSFER & TRUST COMPANY


By: /s/ Thomas Jennings               By: /s/ Roger Bernhammer
    -----------------------------         -----------------------------
    Assistant Secretary                   Vice President
    Thomas Jennings                       Roger Bernhammer

<PAGE>






                                    Exhibit A
                                    ---------
                           [Form of Right Certificate]

Certificate No. R-______________                __________ Rights

NOT  EXERCISABLE  AFTER  NOVEMBER 15, 2004 OR EARLIER IF NOTICE OF REDEMPTION IS
GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION,  AT THE OPTION OF THE COMPANY,  AT
$.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS  AGREEMENT.  [UNDER CERTAIN
CIRCUMSTANCES,  RIGHTS  BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERMS
ARE DEFINED IN THE RIGHTS  AGREEMENT) AND ANY  SUBSEQUENT  HOLDER OF SUCH RIGHTS
MAY BECOME NULL AND VOID.] [THE RIGHTS  REPRESENTED BY THIS  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).  THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME VOID UNDER  CERTAIN  CIRCUMSTANCES  AS SPECIFIED IN SECTION  11(a) OF THE
RIGHTS AGREEMENT.]

                                RIGHT CERTIFICATE
                         ONE PRICE CLOTHING STORES, INC.


         This certifies that ________________________, or registered assigns, is
the  registered  owner of the  number of Rights set forth  above,  each of which
entitles the owner thereof,  subject to the terms,  provisions and conditions of
the Amended and Restated  Shareholder  Rights  Agreement dated as of October 25,
2000 as amended and restated from time to time (the "Rights  Agreement") between
One Price Clothing Stores, Inc. (the "Company"),  and Continental Stock Transfer
& Trust  Company (the "Rights  Agent",  which term shall  include any  successor
Rights Agent),  to purchase from the Company at any time after the  Distribution
Date (as such term is defined in the Rights Agreement) and prior to the Close of
Business  on November  15,  2004,  at the office or offices of the Rights  Agent
designated for such purpose, or its successors as Rights Agent, one-fifteenth of
a fully paid and  nonassessable  share of common stock, $.01 par value per share
(the  "Common  Stock"),  of  the  Company,  at  an  exercise  price  of  $1  per
one-fifteenth  share (the "Exercise  Price")  equivalent to $15 for each share),
upon  presentation  and  surrender  of this Right  Certificate  with the Form of
Election to Purchase and the related  Certificate  duly executed.  The number of
Rights  evidenced by this Right  Certificate (and the number of shares which may
be purchased  upon exercise  thereof) set forth above and the Exercise Price per
share   set  forth   above,   are  the   number   and   Exercise   Price  as  of
_________________, based on the Common Stock as constituted at such date.

         Upon the  occurrence  of a  Section  11(a)(ii)  Event  (as such term is
defined  in the  Rights  Agreement),  if the  Rights  evidenced  by  this  Right
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate  of any  such  Person  (as  such  terms  are  defined  in  the  Rights
Agreement),  (ii) a  transferee  of any  such  Acquiring  Person,  Affiliate  or
Associate,  or  (iii)  under  certain  circumstances  specified  in  the  Rights
Agreement,  a  transferee  of a Person  who,  after  such  transfer,  became  an
Acquiring  Person,  or an Affiliate or  Associate of an Acquiring  Person,  such
Right shall become null and void and no holder  hereof shall have any right with
respect to such Rights from and after the  occurrence of such Section  11(a)(ii)
Event.

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

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

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

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this  Certificate may be redeemed by the Board of Directors of the Company at
its option at a  redemption  price of $.001 per Right  (payable in cash,  Common
Stock or other consideration  deemed appropriate by the Board of Directors),  or
may be exchanged, in whole or in part, for Common Stock.

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

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

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

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

Dated as of ____________, 20___.

ATTEST:                         ONE PRICE CLOTHING STORES, INC.


By:________________________     By:________________________
   Secretary                       President




Countersigned:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
as Rights Agent

-----------------------------
Title


<PAGE>






                   [Form of Reverse Side of Right Certificate]


                               FORM OF ASSIGNMENT
                               ------------------
                (To be executed by the registered holder if such
               holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto
______________________________________________________  (please  print  name and
address of transferee) this Right  Certificate,  together with all right,  title
and  interest  therein,  and does  hereby  irrevocably  constitute  and  appoint
________________________  Attorney,  to transfer the within Right Certificate on
the books of the within-named Company, with full power of substitution.

Dated: _________________, 20___    ______________________________
                                                             Signature

Signature Guaranteed:____________________


                                   CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

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

         (2) after due inquiry and to the best knowledge of the undersigned, the
undersigned  __ did  __ did  not  directly  or  indirectly  acquire  the  Rights
evidenced  by this  Right  Certificate  from any Person who is, was or became an
Acquiring Person or an Affiliate or Associate of any such Person.

Dated: ____________, 20___         ______________________________
                                                     Signature


                                     NOTICE

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

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------
                (To be executed if holder desires to exercise the
                         Rights represented by the Right
                                 Certificate.)

To: One Price Clothing Stores, Inc.:
         The  undersigned  hereby  irrevocably  elects to exercise  ____________
Rights  represented  by this Right  Certificate to purchase the shares of Common
Stock issuable upon the exercise of the Rights (or such other  securities of the
Company or of any other  person  which may be issuable  upon the exercise of the
Rights) and requests that certificates for such shares be issued in the name of:

__________________________________________________________________________
(Please print name and address)

------------------------------
(Please insert social security
or other identifying number)

         If such number of Rights shall not be all the Rights  evidenced by this
Right Certificate,  a new Right Certificate for the balance of such Rights shall
be      registered      in     the     name     of     and     delivered     to:
__________________________________________________________________________
(Please print name and address)

------------------------------
(Please insert social security
or other identifying number)

Dated: ____________, 20___

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

Signature Guaranteed:______________________


<PAGE>


                                    Exhibit B

                         ONE PRICE CLOTHING STORES, INC.
                   SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK

         On  November  3, 1994,  the Board of  Directors  of One Price  Clothing
Stores,  Inc. (the  "Company")  declared a dividend  distribution  of one Common
Stock Purchase Right for each  outstanding  share of Common Stock of the Company
to  stockholders  of record at the close of business on November 15,  1994,  the
terms of which were revised  pursuant to an amendment and restatement on October
25, 2000. Each Right entitles the registered holder to purchase from the Company
a  one-fifteenth  share of Common  Stock,  $.01 par value per share (the "Common
Stock"),  at a cash exercise  price of $1  (equivalent  to $15 for each share of
Common Stock),  subject to adjustment.  The  description and terms of the Rights
are set  forth in an  Shareholder  Rights  Agreement  between  the  Company  and
Continental  Stock  Transfer & Trust  Company,  as Rights Agent,  as amended and
restated from time to time.

         Initially, the Rights will not be exercisable,  will be attached to all
outstanding  shares of Common Stock, and no separate Right  Certificates will be
distributed.  The Rights will separate from the Common Stock and a  Distribution
Date will occur upon the earliest of (i) 10 days following a public announcement
that a person  or group of  affiliated  or  associated  persons  (an  "Acquiring
Person")  (other than an Exempt Person as defined in the Agreement) has acquired
beneficial  ownership of 20% or more of the  outstanding  shares of Common Stock
(the date of said  announcement  being  referred  to as the  "Share  Acquisition
Date") and (ii) 10 business days following the commencement of a tender offer or
exchange  offer that would result in a Person or group owning 20% or more of the
outstanding shares of Common Stock.

         Until the Distribution Date (or earlier redemption or expiration of the
Rights),  (a) the Rights will be evidenced by the Common Stock  certificates and
will be transferred with and only with such Common Stock  certificates,  (b) new
Common Stock certificates issued after November 15, 1994 will contain a notation
incorporating  the  Shareholder  Rights  Agreement  by  reference,  and  (c) the
surrender for transfer of any certificates for Common Stock will also constitute
the transfer of the Rights  associated with the Common Stock represented by such
certificate.

         The Rights are not  exercisable  until the  Distribution  Date and will
expire at the close of business on November 15, 2004, unless previously redeemed
by the Company as described below.

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

         In the event that (i) a Person acquires beneficial  ownership of 20% or
more  of  the  Company's  Common  Stock,  (ii)  the  Company  is  the  surviving
corporation  in a merger with an Acquiring  Person or any Affiliate or Associate
and the Common  Stock is not changed or  exchanged,  (iii) an  Acquiring  Person
engages  in  one of a  number  of  self-dealing  transactions  specified  in the
Shareholder  Rights  Agreement,  or (iv) an event  occurs  which  results  in an
Acquiring  Person's  ownership interest being increased by more than 1% (e.g., a
reverse stock  split),  proper  provision  will be made so that each holder of a
Right will  thereafter  have the right to receive upon  exercise  thereof at the
then  current  exercise  price,  that  number of  shares of Common  Stock (or in
certain  circumstances,  cash,  property,  or other  securities  of the Company)
having a market value of two times such exercise price.  However, the Rights are
not  exercisable  following the  occurrence of any of the events set forth above
until  such time as the  Rights  are no longer  redeemable  as set forth  below.
Notwithstanding any of the foregoing, rights that are or were beneficially owned
by an Acquiring Person shall become null and void.

         In the event that, at any time  following the Share  Acquisition  Date,
(i)  the  Company  is  acquired  in  a  merger  or  other  business  combination
transaction  or (ii) 50% or more of the  Company's  assets or  earning  power is
sold, each holder of a Right shall  thereafter  have the right to receive,  upon
exercise,  common stock of the acquiring  company having a market value equal to
two times the exercise price of the Right.

         At any time after any person  becomes an Acquiring  Person and prior to
such the time such Person, together with its Affiliates and Associates,  becomes
the Beneficial  Owner of 50% or more of the outstanding  Common Stock, the Board
of Directors  of the Company may  exchange  the Rights  (other than Rights which
have become  void),  in whole or in part,  at the exchange  rate of one share of
Common  Stock per  Right,  subject  to  adjustment  as  provided  in the  Rights
Agreement.

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

         With certain  exceptions,  no adjustment in the exercise  price will be
required  until  cumulative  adjustments  amount to at least 1% of the  exercise
price. No fractional shares of Common Stock will be issued and, in lieu thereof,
an adjustment, in cash will be made based on the fair market value of the Common
Stock on the last trading date prior to the date of exercise.

         The Rights may be  redeemed  in whole,  but not in part,  at a price of
$.001 per Right  (payable in cash,  Common Stock or other  consideration  deemed
appropriate  by the Board of  Directors)  by the Board of  Directors at any time
prior to the close of business on the tenth day after the Share Acquisition Date
or the final  expiration  Date of the Rights  (whichever is earlier).  After the
redemption  period  has  expired,  the  Company's  right  of  redemption  may be
reinstated  upon the approval of the Board of  Directors if an Acquiring  Person
reduces his  beneficial  ownership to 15% or less of the  outstanding  shares of
Common Stock in transaction or series of transactions  not involving the Company
and there are no other  Acquiring  Persons.  Immediately  upon the action of the
Board of Directors ordering  redemption of the Rights, the Rights will terminate
and  thereafter  the only right of the  holders of Rights will be to receive the
redemption price.

         Until a Right  is  exercised,  the  holder  will  have no  rights  as a
stockholder of the Company (beyond those as an existing stockholder),  including
the right to vote or to receive dividends.  While the distribution of the Rights
will  not be  taxable  to  stockholders  or to the  Company,  stockholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights  become  exercisable  for Common  Stock (or other  consideration)  of the
Company or for common stock of an acquiring company as set forth above.

         Any of the  provisions  of the Rights  Agreement  may be amended by the
Board of  Directors of the Company  prior to the  Distribution  Date.  After the
Distribution  Date,  the  provisions of the Rights  Agreement,  other than those
relating to the principal  economic  terms of the Rights,  may be amended by the
Board to cure any ambiguity,  defect or inconsistency,  to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any  Acquiring  Person),  or to shorten or lengthen any time period under the
Rights  Agreement.   Amendments   adjusting  time  periods  may,  under  certain
circumstances, be limited.

         A copy of the Shareholder  Rights Agreement is available free of charge
from the Company.  This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Shareholder Rights
Agreement.
</TEXT>
</DOCUMENT>
