3DFX INTERACTIVE, INC.

                                and

                          BANKBOSTON, N.A.

                            Rights Agent

                   PREFERRED SHARES RIGHTS AGREEMENT

                       Dated as of October 30, 1998



        TABLE OF CONTENTS                                            Page


Section 1.      Certain Definitions                                      1

Section 2.      Appointment of Rights Agent                              7

Section 3.      Issuance of Rights Certificates                          7

Section 4.      Form of Rights Certificates                              9

Section 5.      Countersignature and Registration                       10

Section 6.      Transfer, Split Up, Combination and Exchange of Rights 
                Certificates;  Mutilated, Destroyed, Lost or Stolen
                Rights Certificates                                     10

Section 7.      Exercise of Rights; Exercise Price; Expiration Date of 
                Rights                                                  11

Section 8.      Cancellation and Destruction of Rights Certificates     13

Section 9.      Reservation and Availability of Preferred Shares        13

Section 10.     Record Date                                             14

Section 11.     Adjustment of Exercise Price, Number of Shares or
                Number of  Rights                                       15

Section 12.     Certificate of Adjusted Exercise Price or Number of
                Shares                                                  21

Section 13.     Consolidation, Merger or Sale or Transfer of Assets or
                Earning  Power                                          21

Section 14.     Fractional Rights and Fractional Shares                 25

Section 15.     Rights of Action                                        26

Section 16.     Agreement of Rights Holders                             26

Section 17.     Rights Certificate Holder Not Deemed a Shareholder      27

Section 18.     Concerning the Rights Agent                             27

Section 19.     Merger or Consolidation or Change of Name of Rights
                Agent                                                   28

Section 20.     Duties of Rights Agent                                  28

Section 21.     Change of Rights Agent                                  30

Section 22.     Issuance of New Rights Certificates                     31

Section 23.     Redemption                                              31

Section 24.     Exchange                                                32

Section 25.     Notice of Certain Events                                34

Section 26.     Notices                                                 34

Section 27.     Supplements and Amendments                              35

Section 28.     Successors                                              36

Section 29.     Determinations and Actions by the Board of
                Directors, etc.                                         36

Section 30.     Benefits of this Agreement                              36

Section 31.     Severability                                            36

Section 32.     Governing Law                                           37

Section 33.     Counterparts                                            37

Section 34.     Descriptive Headings                                    37


                                    EXHIBITS

Exhibit A       Form of Certificate of Determination

Exhibit B       Form of Rights Certificate

Exhibit C       Summary of Rights






                           RIGHTS AGREEMENT

Agreement, dated as of October 30, 1998, between 3Dfx Interactive, 
Inc., a California corporation, and BankBoston, N.A., a national banking 
association.

On October 30, 1998 (the "Rights Dividend Declaration Date"), the 
Board of Directors of the Company authorized and declared a dividend of 
one Preferred Share Purchase Right (a "Right") for each Common Share (as 
hereinafter defined) of the Company outstanding as of the Close of 
Business (as hereinafter defined) on November 16, 1998 (the "Record 
Date"), each Right representing the right to purchase one one-thousandth 
of a share of Series A Participating Preferred Stock (as such number may 
be adjusted pursuant to the provisions of this Agreement), having the 
rights, preferences and privileges set forth in the form of Certificate of 
Determination attached hereto as Exhibit A, upon the terms and subject to 
the conditions herein set forth, and further authorized and directed the 
issuance of one Right (as such number may be adjusted pursuant to the 
provisions of this Agreement) with respect to each Common Share that shall 
become outstanding between the Record Date and the earlier of the 
Distribution Date and the Expiration Date (as such terms are hereinafter 
defined), and in certain circumstances after the Distribution Date.

NOW, THEREFORE, in consideration of the promises 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 be the 
Beneficial Owner of 12% or more of the Common Shares then outstanding, but 
shall not include the Company, any Subsidiary of the Company or any 
employee benefit plan of the Company or of any Subsidiary of the Company, 
or any entity holding Common Shares for or pursuant to the terms of any 
such plan.  Notwithstanding the foregoing, no Person shall be deemed to be 
an Acquiring Person as the result of an acquisition of Common Shares by 
the Company which, by reducing the number of shares outstanding, increases 
the proportionate number of shares beneficially owned by such Person to 
12% or more of the Common Shares of the Company then outstanding; 
provided, however, that if a Person shall become the Beneficial Owner of 
12% or more of the Common Shares of the Company then outstanding by reason 
of share purchases by the Company and shall, after such share purchases by 
the Company, become the Beneficial Owner of any additional Common Shares 
of the Company (other than pursuant to a dividend or distribution paid or 
made by the Company on the outstanding Common Shares in Common Shares or 
pursuant to a split or subdivision of the outstanding Common Shares), then 
such Person shall be deemed to be an Acquiring Person unless upon becoming 
the Beneficial Owner of such additional Common Shares of the Company such 
Person does not beneficially own 12% or more of the Common Shares of the 
Company then outstanding.  Notwithstanding the foregoing, (i) if the 
Company's Board of Directors determines in good faith that a Person who 
would otherwise be an "Acquiring Person," as defined pursuant to the 
foregoing provisions of this paragraph (a), has become such inadvertently 
(including, without limitation, because (A) such Person was unaware that 
it beneficially owned a percentage of the Common Shares that would 
otherwise cause such Person to be an "Acquiring Person," as defined 
pursuant to the foregoing provisions of this paragraph (a), or (B) such 
Person was aware of the extent of the Common Shares it beneficially owned 
but had no actual knowledge of the consequences of such beneficial 
ownership under this Agreement) and without any intention of changing or 
influencing control of the Company, and if such Person divested or divests 
as promptly as practicable a sufficient number of Common Shares so that 
such Person would no longer be an "Acquiring Person," as defined pursuant 
to the foregoing provisions of this paragraph (a), then such Person shall 
not be deemed to be or to have become an "Acquiring Person" for any 
purposes of this Agreement; and (ii) if, as of the date hereof, any Person 
is the Beneficial Owner of 12% or more of the Common Shares outstanding, 
such Person shall not be or become an "Acquiring Person," as defined 
pursuant to the foregoing provisions of this paragraph (a), unless and 
until such time as such Person shall become the Beneficial Owner of 
additional Common Shares (other than pursuant to a dividend or 
distribution paid or made by the Company on the outstanding Common Shares 
in Common Shares or pursuant to a split or subdivision of the outstanding 
Common Shares), unless, upon becoming the Beneficial Owner of such 
additional Common Shares, such Person is not then the Beneficial Owner of 
12% or more of the Common Shares then outstanding.

(b)     "Adjustment Fraction" shall have the meaning set forth 
in Section 11(a)(i) hereof.

(c)     "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.

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

        (i)     which such Person or any of such Person's 
Affiliates or Associates beneficially owns, directly or indirectly, for 
purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder 
(or any comparable or successor law or regulation);


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

        (iii)   which are beneficially owned, directly or 
indirectly, by any other Person (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 
(other than customary agreements with and between underwriters and selling 
group members with respect to a bona fide public offering of securities) 
for the purpose of acquiring, holding, voting (except to the extent 
contemplated by the proviso to Section 1(d)(ii)(B)) or disposing of any 
securities of the Company; provided, however, that in no case shall an 
officer or director of the Company be deemed (x) the Beneficial Owner of 
any securities beneficially owned by another officer or director of the 
Company solely by reason of actions undertaken by such persons in their 
capacity as officers or directors of the Company or (y) the Beneficial 
Owner of securities held of record by the trustee of any employee benefit 
plan of the Company or any Subsidiary of the Company for the benefit of 
any employee of the Company or any Subsidiary of the Company, other than 
the officer or director, by reason of any influence that such officer or 
director may have over the voting of the securities held in the plan.

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

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

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

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

(i)     "Company" shall mean 3Dfx Interactive, Inc., a 
California corporation, subject to the terms of Section 13(a)(iii)(C) 
hereof.


(j)     "Current Per Share Market Price" of any security (a 
"Security" for purposes of this definition), for all computations other 
than those made pursuant to Section 11(a)(iii) hereof, shall mean the 
average of the daily closing prices per share of such Security for the 
thirty (30) consecutive Trading Days immediately prior to such date, and 
for purposes of computations made pursuant to Section 11(a)(iii) hereof, 
the Current Per Share Market Price of any Security 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 prior to 
such date; provided, however, that in the event that the Current Per Share 
Market Price of the Security is determined during a period following the 
announcement by the issuer of such Security of (i) a dividend or 
distribution on such Security payable in shares of such Security or 
securities convertible into such shares or (ii) any subdivision, 
combination or reclassification of such Security, and prior to the 
expiration of the applicable thirty (30) Trading Day or ten (10) Trading 
Day period, after the ex-dividend date for such dividend or distribution, 
or the record date for such subdivision, combination or reclassification, 
then, and in each such case, the Current Per Share Market Price shall be 
appropriately adjusted to reflect the current market price per share 
equivalent of such Security.  The closing price for each day shall be the 
last sale price, regular way, or, in case no such sale takes place on such 
day, the average of the closing bid and asked prices, regular way, in 
either case as reported in the principal consolidated transaction 
reporting system with respect to securities listed or admitted to trading 
on the New York Stock Exchange or, if the Security is not listed or 
admitted to trading on the New York Stock Exchange, as reported in the 
principal consolidated transaction reporting system with respect to 
securities listed on the principal national securities exchange on which 
the Security is listed or admitted to trading or, if the Security is not 
listed or admitted to trading on any national securities exchange, the 
last sale price or, if such last sale price is not reported, the average 
of the high bid and low asked prices in the over-the-counter market, as 
reported by Nasdaq or such other system then in use, or, if on any such 
date the Security is not quoted by any such organization, the average of 
the closing bid and asked prices as furnished by a professional market 
maker making a market in the Security selected by the Board of Directors 
of the Company.  If on any such date no market maker is making a market in 
the Security, the fair value of such shares on such date as determined in 
good faith by the Board of Directors of the Company shall be used.  If the 
Preferred Shares are not publicly traded, the Current Per Share Market 
Price of the Preferred Shares shall be conclusively deemed to be the 
Current Per Share Market Price of the Common Shares as determined pursuant 
to this Section 1(j), as appropriately adjusted to reflect any stock 
split, stock dividend or similar transaction occurring after the date 
hereof, multiplied by 1000.  If the Security is not publicly held or so 
listed or traded, Current Per Share Market Price shall mean the fair value 
per share as determined in good faith by the Board of Directors of the 
Company, whose determination shall be described in a statement filed with 
the Rights Agent and shall be conclusive for all purposes.

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


(l)     "Distribution Date" shall mean the earlier of (i) the 
Close of Business on the tenth day after the Shares Acquisition Date (or, 
if the tenth day after the Shares Acquisition Date occurs before the 
Record Date, the Close of Business on the Record Date) or (ii) the Close 
of Business on the tenth Business Day (or such later date as may be deter-
mined by action of the Company's Board of Directors) after the date that 
a tender or exchange offer by any Person (other than the Company, any 
Subsidiary of the Company, any employee benefit plan of the Company or of 
any Subsidiary of the Company, or any Person or entity organized, 
appointed or established by the Company for or pursuant to the terms of 
any such plan) is first published or sent or given within the meaning of 
Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, 
if, assuming the successful consummation thereof, such Person would be an 
Acquiring Person.

(m)     "Equivalent Shares" shall mean Preferred Shares and any 
other class or series of capital stock of the Company which is entitled to 
the same rights, privileges and preferences as the Preferred Shares.

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

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

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

(q)     "Expiration Date" shall mean the earliest to occur of: 
(i) the Close of Business on the Final Expiration Date, (ii) the 
Redemption Date, or (iii) the time at which the Board of Directors orders 
the exchange of the Rights as provided in Section 24 hereof. 

(r)     "Final Expiration Date" shall mean October 30, 2008.

(s)     "Interested Person" with respect to a Transaction shall 
mean any Person who (i) is or will become an Acquiring Person if the 
Transaction were to be consummated or an Affiliate or Associate of such a 
Person, and (ii) is, or directly or indirectly proposed, nominated or 
financially supported a director of the Company in office at the time of 
consideration of the Transaction in question who was elected by written 
consent of shareholders.

(t)     "Nasdaq" shall mean the National Association of 
Securities Dealers, Inc. Automated Quotations System.

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

(v)     "Post-Event Transferee" shall have the meaning set forth 
in Section 7(e) hereof.

(w)     "Preferred Shares" shall mean shares of Series A 
Participating Preferred Stock of the Company.

(x)     "Pre-Event Transferee" shall have the meaning set forth 
in Section 7(e) hereof.

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

(z)     "Record Date" shall have the meaning set forth in the 
recitals at the beginning of this Agreement.

(aa)    "Redemption Date"shall have the meaning set forth in 
Section 23(a) hereof.

(bb)    "Redemption Price" shall have the meaning set forth in 
Section 23(a) hereof.

(cc)    "Rights Agent" shall mean BankBoston, N.A. or its 
successor or replacement as provided in Sections 19 and 21 hereof.

(dd)    "Rights Certificate" shall mean a certificate 
substantially in the form attached hereto as Exhibit B.

(ee)    "Rights Dividend Declaration Date" shall have the 
meaning set forth in the recitals at the beginning of this Agreement.

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

(gg)    "Section 13 Event" shall mean any event described in 
clause (i), (ii) or (iii) of Section 13(a) hereof.

(hh)    "Securities Act" shall mean the Securities Act of 1933, 
as amended.

(ii)    "Shares Acquisition Date" shall mean the first date of 
public announcement (which, for purposes of this definition, shall 
include, without limitation, a report filed pursuant to Section 13(d) 
under the Exchange Act) by the Company or an Acquiring Person that an 
Acquiring Person has become such; provided that, if such Person is 
determined not to have become an Acquiring Person pursuant to Section 1(a) 
hereof, then no Shares Acquisition Date shall be deemed to have occurred.

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

(kk)    "Subsidiary" of any Person shall mean any corporation or 
other entity of which an amount of voting securities sufficient to elect 
a majority of the directors or Persons having similar authority of such 
corporation or other entity is beneficially owned, directly or indirectly, 
by such Person, or any corporation or other entity otherwise controlled by 
such Person.

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

(mm)    "Summary of Rights" shall mean a summary of this 
Agreement substantially in the form attached hereto as Exhibit C.

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


(oo)    "Trading Day" shall mean a day on which the principal 
national securities exchange on which a referenced security is listed or 
admitted to trading is open for the transaction of business or, if a 
referenced security is not listed or admitted to trading on any national 
securities exchange, a Business Day.  

(pp)    "Transaction" shall mean any merger, consolidation or 
sale of assets described in Section 13(a) hereof or any acquisition of 
Common Shares which would result in a Person becoming an Acquiring Person.

(qq)    A "Triggering Event" shall be deemed to have occurred 
upon any Person, becoming an Acquiring Person.

Section 2.      Appointment of Rights Agent.  The Company hereby 
appoints the Rights Agent to act as agent for the Company and the holders 
of the Rights (who, in accordance with Section 3 hereof, shall prior to 
the Distribution Date also be the holders of the Common Shares) in accor-
dance 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, upon 10 days' 
prior written notice to the Rights Agent.  The Rights Agent shall have no 
duty to supervise, and shall in no event be liable for the acts or 
omissions of any such co-Rights Agent. 

Section 3.      Issuance of Rights Certificates.

(a)     Until the Distribution Date, (i) the Rights will be 
evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by 
the certificates for Common Shares registered in the names of the holders 
thereof (which certificates shall also be deemed to be Rights 
Certificates) and not by separate Rights Certificates and (ii) the right 
to receive Rights Certificates will be transferable only in connection 
with the transfer of Common Shares.  Until the earlier of the Distribution 
Date or the Expiration Date, the surrender for transfer of certificates 
for Common Shares shall also constitute the surrender for transfer of the 
Rights associated with the Common Shares represented thereby.  As soon as 
practicable after the Distribution Date, the Company will prepare and 
execute, the Rights Agent will countersign, and the Company will send or 
cause to be sent (and the Rights Agent will, if requested, send) by 
first-class, postage-prepaid mail, to each record holder of Common Shares 
as of the Close of Business on the Distribution Date, at the address of 
such holder shown on the records of the Company, a Rights Certificate 
evidencing one Right for each Common Share so held, subject to adjustment 
as provided herein.  In the event that an adjustment in the number of 
Rights per Common Share has been made pursuant to Section 11 hereof, then 
at the time of distribution of the Rights Certificates, the Company shall 
make the necessary and appropriate rounding adjustments (in accordance 
with Section 14(a) hereof) so that Rights Certificates representing only 
whole numbers of Rights are distributed and cash is paid in lieu of any 
fractional Rights.  As of the Distribution Date, the Rights will be 
evidenced solely by such Rights Certificates and may be transferred by the 
transfer of the Rights Certificates as permitted hereby, separately and 
apart from any transfer of Common Shares, and the holders of such Rights 
Certificates as listed in the records of the Company or any transfer agent 
or registrar for the Rights shall be the record holders thereof.


(b)     On the Record Date or as soon as practicable thereafter, 
the Company will send a copy of the Summary of Rights by first-class, 
postage-prepaid mail, to each record holder of Common Shares as of the 
Close of Business on the Record Date, at the address of such holder shown 
on the records of the Company's transfer agent and registrar.  With 
respect to certificates for Common Shares outstanding as of the Record 
Date, until the Distribution Date, the Rights will be evidenced by such 
certificates registered in the names of the holders thereof together with 
the Summary of Rights.  Until the Distribution Date (or, if earlier, the 
Expiration Date), the surrender for transfer of any certificate for Common 
Shares outstanding on the Record Date, with or without a copy of the 
Summary of Rights, shall also constitute the transfer of the Rights 
associated with the Common Shares represented thereby.

(c)     Unless the Board of Directors by resolution adopted at 
or before the time of the issuance of any Common Shares specifies to the 
contrary, Rights shall be issued in respect of all Common Shares that are 
issued after the Record Date but prior to the earlier of the Distribution 
Date or the Expiration Date or, in certain circumstances provided in 
Section 22 hereof, after the Distribution Date.  Certificates representing 
such Common Shares shall also be deemed to be certificates for Rights, and 
shall bear the following legend:

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF 
TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN 
3DFX INTERACTIVE, INC. AND BANKBOSTON, N.A., AS THE RIGHTS 
AGENT, DATED AS OF OCTOBER 30, 1998, (THE "RIGHTS AGREEMENT"), 
THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE 
AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE 
OFFICES OF 3DFX INTERACTIVE, 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.  3DFX INTERACTIVE, 
INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE 
RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN 
REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES SET FORTH IN 
THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON 
WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR 
ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS 
AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH 
PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

With respect to such certificates containing the foregoing legend, until 
the earlier of (i) the Distribution Date or (ii) the Expiration Date, the 
Rights associated with the Common Shares represented by such certificates 
shall be evidenced by such certificates alone, and the surrender for 
transfer of any such certificate shall also constitute the transfer of the 
Rights associated with the Common Shares represented thereby.


(d)     In the event that the Company purchases or acquires any 
Common Shares after the Record Date but prior to the Distribution Date, 
any Rights associated with such Common Shares shall be deemed canceled and 
retired so that the Company shall not be entitled to exercise any Rights 
associated with the Common Shares which are no longer outstanding.

Section 4.      Form of Rights Certificates.

(a)     The Rights Certificates (and the forms of election to 
purchase Common Shares and of assignment to be printed on the reverse 
thereof) shall be substantially in the form of Exhibit B hereto and may 
have such marks of identification or designation and such legends, 
summaries or endorsements printed thereon as the Company may deem 
appropriate and as are not inconsistent with the provisions of this 
Agreement, or as may be required to comply with any applicable law or with 
any rule or regulation made pursuant thereto or with any rule or 
regulation of any stock exchange or automated quotation system, on which 
the Rights may from time to time be listed or included, or to conform to 
usage.  Subject to the provisions of Section 11 and Section 22 hereof, the 
Rights Certificates, whenever distributed, shall be dated as of the Record 
Date (or in the case of Rights issued with respect to Common Shares issued 
by the Company after the Record Date, as of the date of issuance of such 
Common Shares) and on their face shall entitle the holders thereof to 
purchase such number of one-thousandths of a Preferred Share as shall be 
set forth therein at the price set forth therein (such exercise price per 
one one-thousandth of a Preferred Share being hereinafter referred to as 
the "Exercise Price" and the aggregate Exercise Price of all Preferred 
Shares issuable upon exercise of one Right being hereinafter referred to 
as the "Total Exercise Price"), but the number and type of securities 
purchasable upon the exercise of each Right and the Exercise Price shall 
be subject to adjustment as provided herein.

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


THE RIGHTS REPRESENTED BY THIS RIGHTS 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).  ACCORD-
INGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED 
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED 
IN SECTION 7(e) OF THE RIGHTS AGREEMENT.


Section 5.      Countersignature and Registration.

(a)     The Rights Certificates shall be executed on behalf of 
the Company by its Chairman of the Board, its Chief Executive Officer, its 
Chief Financial Officer, its President or any Vice President, either 
manually or by facsimile signature, and by the Secretary or an Assistant 
Secretary of the Company, either manually or by facsimile signature, and 
shall have affixed thereto the Company's seal (if any) or a facsimile 
thereof.  The Rights Certificates shall be manually countersigned by the 
Rights Agent and shall not be valid for any purpose unless countersigned. 
 In case any officer of the Company who shall have signed any of the 
Rights Certificates shall cease to be such officer of the Company before 
countersignature by the Rights Agent and issuance and delivery by the 
Company, such Rights 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 Rights Certificates 
on behalf of the Company had not ceased to be such officer of the Company; 
and any Rights Certificate may be signed on behalf of the Company by any 
person who, at the actual date of the execution of such Rights Certifi-
cate, shall be a proper officer of the Company to sign such Rights 
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 its office designated for such purposes, 
books for registration and transfer of the Rights Certificates issued 
hereunder.  Such books shall show the names and addresses of the 
respective holders of the Rights Certificates, the number of Rights 
evidenced on its face by each of the Rights Certificates and the date of 
each of the Rights Certificates.

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


(a)     Subject to the provisions of Sections 7(e), 14 and 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 Expiration Date, any 
Rights Certificate or Rights Certificates may be transferred, split up, 
combined or exchanged for another Rights Certificate or Rights 
Certificates, entitling the registered holder to purchase a like number of 
one-thousandths of a Preferred Share (or, following a Triggering Event, 
other securities, cash or other assets, as the case may be) as the Rights 
Certificate or Rights Certificates surrendered then entitled such holder 
to purchase.  Any registered holder desiring to transfer, split up, 
combine or exchange any Rights Certificate or Rights Certificates shall 
make such request in writing delivered to the Rights Agent, and shall 
surrender the Rights Certificate or Rights Certificates to be transferred, 
split up, combined or exchanged at the principal office of the Rights 
Agent.  Neither the Rights Agent nor the Company shall be obligated to 
take any action whatsoever with respect to the transfer of any such 
surrendered Rights Certificate until the registered holder shall have 
completed and signed the certificate contained in the form of assignment 
on the reverse side of such Rights 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 Sections 7(e), 14 and 24 hereof, countersign and deliver to the 
person entitled thereto a Rights Certificate or Rights 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 
Rights 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 Rights Certificate, and, in case of loss, 
theft or destruction, of indemnity or security reasonably satisfactory to 
them, and, at the Company's request, reimbursement to the Company and the 
Rights Agent of all reasonable expenses incidental thereto, and upon 
surrender to the Rights Agent and cancellation of the Rights Certificate 
if mutilated, the Company will make and deliver a new Rights Certificate 
of like tenor to the Rights Agent for delivery to the registered holder in 
lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

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

(a)     Subject to Sections 7(e), 23(b), 23(c), 24(g), 27(a), 
27(b) and 24(b) hereof, the registered holder of any Rights Certificate 
may exercise the Rights evidenced thereby (except as otherwise provided 
herein) in whole or in part at any time after the Distribution Date and 
prior to the Close of Business on the Expiration Date by surrender of the 
Rights Certificate, with the form of election to purchase on the reverse 
side thereof duly executed, to the Rights Agent at the principal office of 
the Rights Agent, together with payment of the Exercise Price for each 
one-thousandth of a Preferred Share (or, following a Triggering Event, 
other securities, cash or other assets as the case may be) as to which the 
Rights are exercised.

(b)     The Exercise Price for each one-thousandth of a 
Preferred Share issuable pursuant to the exercise of a Right shall 
initially be Sixty-Five Dollars ($65.00), shall be subject to adjustment 
from time to time as provided in Sections 11 and 13 hereof and shall be 
payable in lawful money of the United States of America in accordance with 
paragraph (c) below.


(c)     Upon receipt of a Rights Certificate representing 
exercisable Rights, with the form of election to purchase duly executed, 
accompanied by payment of the Exercise Price for the number of one-
thousandths of a Preferred Share (or, following a Triggering Event, other 
securities, cash or other assets as the case may be) to be purchased and 
an amount equal to any applicable transfer tax required to be paid by the 
holder of such Rights Certificate in accordance with Section 9(e) hereof, 
the Rights Agent shall, subject to Section 20(k) hereof, thereupon 
promptly (i) (A) requisition from any transfer agent of the Preferred 
Shares (or make available, if the Rights Agent is the transfer agent for 
the Preferred Shares) a certificate or certificates for the number of one-
thousandths of a Preferred Share (or, following a Triggering Event, other 
securities, cash or other assets as the case may be) 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 one-thousandths of a Preferred Share (or, following a 
Triggering Event, other securities, cash or other assets as the case may 
be) issuable upon exercise of the Rights hereunder with a depositary 
agent, requisition from the depositary agent depositary receipts 
representing such number of one-thousandths of a Preferred Share (or, 
following a Triggering Event, other securities, cash or other assets as 
the case may be) as are to be purchased (in which case certificates for 
the Preferred Shares (or, following a Triggering Event, other securities, 
cash or other assets as the case may be) represented by such receipts 
shall be deposited by the transfer agent with the depositary agent) and 
the Company hereby directs the depositary agent to comply with such 
request, (ii) when appropriate, requisition from the Company the amount of 
cash to be paid in lieu of issuance of fractional shares in accordance 
with Section 14 hereof, (iii) after receipt of such certificates or 
depositary receipts, cause the same to be delivered to or upon the order 
of the registered holder of such Rights Certificate, registered in such 
name or names as may be designated by such holder and (iv) when appro-
priate, after receipt thereof, deliver such cash to or upon the order of 
the registered holder of such Rights Certificate.  The payment of the 
Exercise Price (as such amount may be reduced (including to zero) pursuant 
to Section 11(a)(iii) hereof) and an amount equal to any applicable 
transfer tax required to be paid by the holder of such Rights Certificate 
in accordance with Section 9(e) hereof, may be made in cash or by 
certified bank check, cashier's check or bank draft payable to the order 
of the Company.  In the event that the Company is obligated to issue 
securities of the Company other than Preferred Shares, pay cash and/or 
distribute other property pursuant to Section 11(a) hereof, the Company 
will make all arrangements necessary so that such other securities, cash 
and/or other property are available for distribution by the Rights Agent, 
if and when appropriate.

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


(e)     Notwithstanding anything in this Agreement to the 
contrary, from and after the first occurrence of a Triggering Event, any 
Rights beneficially owned by (i) an Acquiring Person or an 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 (a "Post-Event Transferee"), (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 
Company's Board of Directors has determined is part of a plan, arrangement 
or understanding which has as a primary purpose or effect the avoidance of 
this Section 7(e) (a "Pre-Event Transferee") or (iv) any subsequent 
transferee receiving transferred Rights from a Post-Event Transferee or a 
Pre-Event Transferee, either directly or through one or more intermediate 
transferees, shall become null and void without any further action and no 
holder of such Rights shall have any rights whatsoever with respect to 
such Rights, whether under any provision of this Agreement or otherwise. 
 The Company shall use all reasonable efforts to ensure that the 
provisions of this Section 7(e) and Section 4(b) hereof are complied with, 
but shall have no liability to any holder of Rights Certificates or to any 
other Person as a result of its failure to make any determinations with 
respect to an Acquiring Person or any of such Acquiring Person's 
Affiliates, Associates or transferees hereunder.

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

Section 8.      Cancellation and Destruction of Rights Certificates.  
All Rights Certificates surrendered for the purpose of exercise, transfer, 
split up, combination or exchange shall, if surrendered to the Company or 
to any of its agents, be delivered to the Rights Agent for cancellation or 
in canceled form, or, if surrendered to the Rights Agent, shall be 
canceled by it, and no Rights 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 Rights 
Certificate purchased or acquired by the Company otherwise than upon the 
exercise thereof.  The Rights Agent shall deliver all canceled Rights 
Certificates to the Company, or shall, at the written request of the 
Company, destroy  such canceled Rights Certificates, and in such case 
shall deliver a certificate of destruction thereof to the Company.

Section 9.      Reservation and Availability of Preferred Shares.

(a)     The Company covenants and agrees that it will use its 
best efforts to cause to be reserved and kept available out of  its 
authorized and unissued Preferred Shares not reserved for another purpose 
(and, following the occurrence of a Triggering Event, out of its 
authorized and unissued Common Shares and/or other securities), the number 
of Preferred Shares (and, following the occurrence of the Triggering 
Event, Common Shares and/or other securities) that will be sufficient to 
permit the exercise in full of all outstanding Rights.

(b)     If the Company shall hereafter list any of its Preferred 
Shares on a national securities exchange, then so long as the Preferred 
Shares (and, following the occurrence of a Triggering Event, Common Shares 
and/or other securities) issuable and deliverable upon exercise of the 
Rights may be listed on such exchange, the Company shall use its best 
efforts to cause, from and after such time as the Rights become 
exercisable (but only to the extent that it is reasonably likely that the 
Rights will be exercised), all shares reserved for such issuance to be 
listed on such exchange upon official notice of issuance upon such 
exercise.


(c)     The Company shall use its best efforts to (i) file, as 
soon as practicable following the earliest date after the first occurrence 
of a Triggering Event in which the consideration to be delivered by the 
Company upon exercise of the Rights is described in Section 11(a)(ii) or 
Section 11(a)(iii) hereof, or as soon as is required by law following the 
Distribution Date, as the case may be, a registration statement under the 
Securities Act with respect to the 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 at all times meeting 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 expiration of the 
Rights.  The Company may temporarily suspend, for a period 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 any such suspension, the Company shall issue a public 
announcement stating, and notify the Rights Agent, that the exercisability 
of the Rights has been temporarily suspended, as well as a public 
announcement and notification to the Rights Agent at such time as the 
suspension is no longer in effect.  The Company will also take such action 
as may be appropriate under, or to ensure compliance with, the securities 
or "blue sky" laws of the various states in connection with the 
exercisability of the Rights.  Notwithstanding any 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, or an exemption therefrom shall be available, 
and until a registration statement has been declared effective.

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

(e)     The Company further covenants and agrees that it will 
pay when due and payable any and all federal and state transfer taxes and 
charges which may be payable in respect of the original issuance or 
delivery of the Rights Certificates or of any Preferred Shares (or other 
securities of the Company) 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 Rights Certificates to a person 
other than, or the issuance or delivery of certificates or depositary 
receipts for the Preferred Shares (or other securities of the Company) in 
a name other than that of, the registered holder of the Rights Certificate 
evidencing Rights surrendered for exercise or to issue or to deliver any 
certificates or depositary receipts for Preferred Shares (or other 
securities of the Company) upon the exercise of any Rights until any such 
tax shall have been paid (any such tax being payable by the holder of such 
Rights 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.     Record Date.  Each Person in whose name any certificate 
for a number of one-thousandths of a Preferred Share (or other securities 
of the Company) is issued upon the exercise of Rights shall for 
all purposes be deemed to have become the holder of record of the 
Preferred Shares (or other securities of the Company) represented thereby 
on, and such certificate shall be dated, the date upon which the Rights 
Certificate evidencing such Rights was duly surrendered and payment of the 
Exercise Price with respect to which the Rights have been exercised (and 
any applicable transfer taxes) was made; provided, however, that if the 
date of such surrender and payment is a date upon which the 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 transfer books of the Company 
are open.  Prior to the exercise of the Rights evidenced thereby, the 
holder of a Rights Certificate shall not be entitled to any rights of a 
holder of Preferred Shares (or other securities of the Company) 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 of Shares or Number 
of Rights.  The Exercise Price, the number and kind of shares or other 
property 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)     Anything in this Agreement to the contrary 
notwithstanding, in the event the Company shall at any time after the date 
of this Agreement (A) declare a dividend on the Preferred Shares payable 
in Preferred Shares, (B) subdivide the outstanding Preferred Shares, 
(C) combine the outstanding Preferred Shares (by reverse stock split or 
otherwise) into a smaller number of Preferred Shares, or (D) issue any 
shares of its capital stock in a reclassification of the Preferred Shares 
(including any such reclassification in connection with a consolidation or 
merger in which the Company is the continuing or surviving corporation), 
then, in each such event, except as otherwise provided in this Section 11 
and Section 7(e) hereof: (1) 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 shall be adjusted so that the 
Exercise Price thereafter shall equal the result obtained by dividing the 
Exercise Price in effect immediately prior to such time by a fraction (the 
"Adjustment Fraction"), the numerator of which shall be the total number 
of Preferred Shares (or shares of capital stock issued in such reclassi-
fication of the Preferred Shares) outstanding immediately following such 
time and the denominator of which shall be the total number of Preferred 
Shares outstanding immediately prior to such time; provided, however, that 
in no event shall the consideration to be paid upon the exercise of one 
Right be less than the aggregate par value of the shares of capital stock 
of the Company issuable upon exercise of such Right; and (2) the number of 
one-thousandths of a Preferred Share (or share of such other capital 
stock) issuable upon the exercise of each Right shall equal the number of 
one-thousandths of a Preferred Share (or share of such other capital 
stock) as was issuable upon exercise of a Right immediately prior to the 
occurrence of the event described in clauses (A)-(D) of this Section 
11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, 
no such adjustment shall be made pursuant to this Section 11(a)(i) to the 
extent that there shall have simultaneously occurred an event described in 
clause (A), (B), (C) or (D) of Section 11(n) with a proportionate 
adjustment being made thereunder.  Each Common Share that shall become 
outstanding after an adjustment has been made pursuant to this Section 
11(a)(i) shall have associated with it the number of Rights, exercisable 
at the Exercise Price and for the number of one-thousandths of a Preferred 
Share (or shares of such other capital stock) as one Common Share has 
associated with it immediately following the adjustment made pursuant to 
this Section 11(a)(i).


        (ii)    Subject to Section 24 of this Agreement, in the 
event a Triggering Event shall have occurred, then promptly following such 
Triggering Event each holder of a Right, except as provided in 
Section 7(e) hereof, shall thereafter have the right to receive for each 
Right, upon exercise thereof in accordance with the terms of this Agree-
ment and payment of the Exercise Price in effect immediately prior to the 
occurrence of the Triggering Event, in lieu of a number of one-thousandths 
of a Preferred Share, such number of Common Shares of the Company as shall 
equal the result obtained by multiplying the  Exercise Price in effect 
immediately prior to the occurrence of the Triggering Event by the number 
of one-thousandths of a Preferred Share for which a Right was exercisable 
(or would have been exercisable if the Distribution Date had occurred) 
immediately prior to the first occurrence of a Triggering Event, and 
dividing that product by 50% of the Current Per Share Market Price for 
Common Shares on the date of occurrence of the Triggering Event; provided, 
however, that the Exercise Price and the number of Common Shares of the 
Company so receivable upon exercise of a Right shall be subject to further 
adjustment as appropriate in accordance with Section 11(e) hereof to 
reflect any events occurring in respect of the Common Shares of the 
Company after the occurrence of the Triggering Event. 


        (iii)   In lieu of issuing Common Shares in accordance 
with Section 11(a)(ii) hereof, the Company may, if the Company's Board of 
Directors determines that such action is necessary or appropriate and not 
contrary to the interest of holders of Rights and, in the event that the 
number of Common Shares which are authorized by the Company's Articles of 
Incorporation but not outstanding or reserved for issuance for purposes 
other than upon exercise of the Rights are not sufficient to permit the 
exercise in full of the Rights, or if any necessary regulatory approval 
for such issuance has not been obtained by the Company, the Company shall: 
 (A) determine the excess of (1) the value of the Common Shares issuable 
upon the exercise of a Right (the "Current Value") over (2) the Exercise 
Price (such excess, the "Spread") and (B) with respect to each Right, make 
adequate provision to substitute for such Common Shares, upon exercise of 
the Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other 
equity securities of the Company (including, without limitation, shares or 
units of shares of any series of preferred stock which the Company's Board 
of Directors has deemed to have the same value as Common Shares (such 
shares or units of shares of preferred stock are herein called "Common 
Stock Equivalents")), except to the extent that the Company has not 
obtained any necessary shareholder or regulatory approval for such 
issuance, (4) debt securities of the Company, except to the extent that 
the Company has not obtained any necessary shareholder or regulatory 
approval for such issuance, (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 Company's Board of 
Directors based upon the advice of a nationally recognized investment 
banking firm selected by the Company's Board of Directors; 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 Triggering Event and (y) the date 
on which the Company's right of redemption pursuant to Section 23(a) 
expires (the later of (x) and (y) being referred to herein as the 
"Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to 
deliver, upon the surrender for exercise of a Right and without requiring 
payment of the Exercise Price, Common Shares (to the extent available), 
except to the extent that the Company has not obtained any necessary 
shareholder or regulatory approval for such issuance, and then, if 
necessary, cash, which shares and/or cash have an aggregate value equal to 
the Spread.  If the Company's Board of Directors shall determine in good 
faith that it is likely that sufficient additional Common Shares could be 
authorized for issuance upon exercise in full of the Rights or that any 
necessary regulatory approval for such issuance will be obtained, 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) 
Trigger Date, in order that the Company may seek shareholder approval for 
the authorization of such additional shares or take action to obtain such 
regulatory approval (such period, as it may be extended, the "Substitution 
Period").  To the extent that the Company determines that some action need 
be taken pursuant to the first and/or second sentences of this 
Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) 
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 any authorization of 
additional shares, to take any action to obtain any required regulatory 
approval 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 purposes of this 
Section 11(a)(iii), the value of the Common Shares shall be the Current 
Per Share Market Price of the Common Shares on the Section 11(a)(ii) 
Trigger Date and the value of any Common Stock Equivalent shall be deemed 
to have the same value as the Common Shares on such date.

(b)     In case the Company shall, at any time after the date of 
this Agreement, fix a record date for the issuance of rights, options or 
warrants to all holders of Preferred Shares entitling such holders (for a 
period expiring within forty-five (45) calendar days after such record 
date) to subscribe for or purchase Preferred Shares or Equivalent Shares 
or securities convertible into Preferred Shares or Equivalent Shares at a 
price per share (or having a conversion price per share, if a security 
convertible into Preferred Shares or Equivalent Shares) less than the then 
Current Per Share Market Price of the Preferred Shares or Equivalent 
Shares on such record date, then, in each such case, 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 Preferred Shares 
and Equivalent Shares (if any) outstanding on such record date, plus the 
number of Preferred Shares or Equivalent Shares, as the case may be, which 
the aggregate offering price of the total number of Preferred Shares or 
Equivalent Shares, as the case may be, to be offered or issued (and/or the 
aggregate initial conversion price of the convertible securities to be 
offered or issued) would purchase at such current market price, and the 
denominator of which shall be the number of Preferred Shares and 
Equivalent Shares (if any) outstanding on such record date, plus the 
number of additional Preferred Shares or Equivalent Shares, as the case 
may be, to be offered for subscription or purchase (or into which the 
convertible securities so to be offered are initially convertible); 
provided, however, that in no event shall the consideration to be paid 
upon the exercise of one Right be less than the aggregate par value of the 
shares of capital stock of the Company issuable upon exercise of one 
Right.  In case such subscription price may be paid in a consideration 
part or all of which shall be in a form other than cash, the value of such 
consideration shall be as determined in good faith by the Company's Board 
of Directors, whose 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.  Preferred Shares and Equivalent Shares owned by or 
held for the account of the Company shall not be deemed outstanding for 
the purpose of any such computation.  Such adjustment shall be made 
successively whenever such a record date is fixed, and in the event that 
such rights, options or warrants are not so issued, the 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)     In case the Company shall, at any time after the date of 
this Agreement, fix a record date for the making of a distribution to all 
holders of the Preferred Shares or of any class or series of Equivalent 
Shares (including any such distribution made in connection with a consoli-
dation or merger in which the Company is the continuing or surviving 
corporation) of evidences of indebtedness or assets (other than a regular 
quarterly cash dividend, if any, or a dividend payable in Preferred 
Shares) or subscription rights, options or warrants (excluding those 
referred to in Section 11(b)), then, in each such case, 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 of a Preferred Share or an Equivalent Share on such record date, 
less the fair market value per Preferred Share or Equivalent Share (as 
determined in good faith by the Board of Directors of the Company, whose 
determination shall be described in a statement filed with the Rights 
Agent) of the portion of the cash, assets or evidences of indebtedness so 
to be distributed or of such subscription rights or warrants applicable to 
a Preferred Share or Equivalent Share, as the case may be, and the denomi-
nator of which shall be such Current Per Share Market Price of a Preferred 
Share or Equivalent Share on such record date; provided, however, that in 
no event shall the consideration to be paid upon the exercise of one Right 
be less than the aggregate par value of the shares of capital stock of the 
Company issuable upon exercise of one Right.  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 be 
adjusted to be the Exercise Price which would have been in effect if such 
record date had not been fixed.

(d)     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 1% in the Exercise 
Price; provided, however, that any adjustments which by reason of this 
Section 11(d) 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 Common Share or other share or one hundred-thousandth of 
a Preferred Share, as the case may be.  Notwithstanding the first sentence 
of this Section 11(d), any adjustment required by this Section 11 shall be 
made no later than the earlier of (i) three (3) years from the date of the 
transaction which requires such adjustment or (ii) the Expiration Date.

(e)     If as a result of an adjustment made pursuant to 
Section 11(a) or 13(a) hereof, the holder of any Right thereafter 
exercised shall become entitled to receive any shares of capital stock 
other than Preferred Shares, thereafter the number of such other shares so 
receivable upon exercise of any Right and, if required, 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 Preferred Shares contained in Sections 11(a), 11(b), 11(c), 
11(d), 11(g), 11(h), 11(i), 11(j), 11(k) and 11(l), and the provisions of 
Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall 
apply on like terms to any such other shares.

(f)     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 one-
thousandths of a Preferred Share purchasable from time to time hereunder 
upon exercise of the Rights, all subject to further adjustment as provided 
herein.

(g)     Unless the Company shall have exercised its election as 
provided in Section 11(h), 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 Preferred Shares (calculated to the nearest one hundred-
thousandth of a share) obtained by (i) multiplying (x) the number of 
Preferred 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.

(h)     The Company may elect on or after the date of any 
adjustment of the Exercise Price as a result of the calculations made in 
Section 11(b) or (c) to adjust the number of Rights, in substitution for 
any adjustment in the number of Preferred Shares purchasable upon the 
exercise of a Right.  Each of the Rights outstanding after such adjustment 
of the number of Rights shall be exercisable for the number of one-
thousandths of a Preferred Share for which a Right was exercisable immedi-
ately prior to such adjustment.  Each Right held of record prior to such 
adjustment of the number of Rights shall become that number of Rights 
(calculated to the nearest one hundred-thousandth) obtained by dividing 
the Exercise Price in effect immediately prior to adjustment of the 
Exercise Price by the Exercise Price in effect immediately after 
adjustment of the Exercise Price.  The Company shall 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 Rights 
Certificates have been issued, shall be at least ten (10) days later than 
the date of the public announcement.  If Rights Certificates have been 
issued, upon each adjustment of the number of Rights pursuant to this 
Section 11(h), the Company shall, as promptly as practicable, cause to be 
distributed to holders of record of Rights Certificates on such record 
date Rights 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 Rights Certificates held by such holders prior to the date of 
adjustment, and upon surrender thereof, if required by the Company, new 
Rights Certificates evidencing all the Rights to which such holders shall 
be entitled after such adjustment.  Rights 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 Rights Certificates on the record date specified in 
the public announcement.

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


(j)     Before taking any action that would cause an adjustment 
reducing the Exercise Price below the par or stated value, if any, of the 
number of one-thousandths of a Preferred Share 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 as fully paid and nonassessable shares such number of 
one-thousandths of a Preferred Share at such adjusted Exercise Price.

(k)     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 of the number of one-thousandths of a Preferred Share and 
other capital stock or securities of the Company, if any, issuable upon 
such exercise over and above the number of one-thousandths of a Preferred 
Share 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 
(fractional or otherwise) upon the occurrence of the event requiring such 
adjustment.

(l)     Anything in this Section 11 to the contrary notwith-
standing, prior to the Distribution Date, 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 (i) consolidation or subdivision of the Preferred or Common 
Shares, (ii) issuance wholly for cash of any Preferred or Common Shares at 
less than the current market price, (iii) issuance wholly for cash of 
Preferred or Common Shares or securities which by their terms are 
convertible into or exchangeable for Preferred or Common Shares, 
(iv) stock dividends or (v) issuance of rights, options or warrants 
referred to in this Section 11, hereafter made by the Company to holders 
of its Preferred or Common Shares shall not be taxable to such 
shareholders.

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


(n)     In the event the Company shall at any time after the 
date of this Agreement (A) declare a dividend on the Common Shares payable 
in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine 
the outstanding Common Shares (by reverse stock split or otherwise) into 
a smaller number of Common Shares, or (D) issue any shares of its capital 
stock in a reclassification of the Common Shares (including any such 
reclassification in connection with a consolidation or merger in which the 
Company is the continuing or surviving corporation), then, in each such 
event, except as otherwise provided in this Section 11(a) and Section 7(e) 
hereof: (1) each Common Share (or shares of capital stock issued in such 
reclassification of the Common Shares) outstanding immediately following 
such time shall have associated with it the number of Rights as were 
associated with one Common Share immediately prior to the occurrence of 
the event described in clauses (A)-(D) above; (2) 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 shall 
be adjusted so that the Exercise Price thereafter shall equal the result 
obtained by multiplying the Exercise Price in effect immediately prior to 
such time by a fraction, the numerator of which shall be the total number 
of Common Shares outstanding immediately prior to the event described in 
clauses (A)-(D) above, and the denominator of which shall be the total 
number of Common Shares outstanding immediately after such event; 
provided, however, that in no event shall the consideration to be paid 
upon the exercise of one Right be less than the aggregate par value of the 
shares of capital stock of the Company issuable upon exercise of such 
Right; and (3) the number of one-thousandths of a Preferred Share (or 
shares of such other capital stock) issuable upon the exercise of each 
Right outstanding after such event shall equal the number of one-
thousandths of a Preferred Share (or shares of such other capital stock) 
as were issuable with respect to one Right immediately prior to such 
event. Each Common Share that shall become outstanding after an adjustment 
has been made pursuant to this Section 11(n) shall have associated with it 
the number of Rights, exercisable at the Exercise Price and for the number 
of one-thousandths of a Preferred Share (or shares of such other capital 
stock) as one Common Share has associated with it immediately following 
the adjustment made pursuant to this Section 11(n).  If an event occurs 
which would require an adjustment under both this Section 11(n) and 
Section 11(a)(ii) hereof, the adjustment provided for in this 
Section 11(n) shall be in addition to, and shall be made prior to, any 
adjustment required pursuant to Section 11(a)(ii) hereof.

Section 12.     Certificate of Adjusted Exercise Price or Number of 
Shares.  Whenever an adjustment is made as provided in Sections 11 and 13 
hereof, the Company shall promptly (a) prepare a certificate setting forth 
such adjustment and a brief statement of the facts accounting for such 
adjustment, (b) file with the Rights Agent and with each transfer agent 
for the Preferred Shares a copy of such certificate and (c) mail a brief 
summary thereof to each holder of a Rights Certificate in accordance with 
Section 26 hereof.  Notwithstanding the foregoing sentence, the failure of 
the Company to make such certification or give such notice shall not 
affect the validity of such adjustment or the force or effect of the 
requirement for such adjustment.  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 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, following a Triggering Event, 
directly or indirectly:

        (i)     the Company shall consolidate with, or merge with 
and into, any other Person (other than a wholly-owned Subsidiary of the 
Company in a transaction the principal purpose of which is to change the 
state of incorporation of the Company and which complies with 
Section 11(m) hereof);

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


        (iii)   the Company shall sell or otherwise transfer (or 
one or more of its Subsidiaries shall sell or otherwise transfer), in one 
or more transactions, assets or earning power aggregating 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 one or 
more of its wholly owned Subsidiaries in one or more transactions, each of 
which individually (and together) complies with Section 11(m) hereof),

                then, concurrent with and in each such case, 

(A)     each holder of a Right (except as provided 
in Section 7(e) hereof) shall thereafter have the right to receive, upon 
the exercise thereof at a price equal to the Total Exercise Price 
applicable immediately prior to the occurrence of the Section 13 Event in 
accordance with the terms of this Agreement, such number of validly 
authorized and issued, fully paid, nonassessable and freely tradeable 
Common Shares of the Principal Party (as hereinafter defined), free of any 
liens, encumbrances, rights of first refusal or other adverse claims, as 
shall be equal to the result obtained by dividing such Total Exercise 
Price by 50% of the Current Per Share Market Price of the Common Shares of 
such Principal Party on the date of consummation of such Section 13 Event, 
provided, however, that the Exercise Price and the number of Common Shares 
of such Principal Party so receivable upon exercise of a Right shall be 
subject to further adjustment as appropriate in accordance with 
Section 11(e) hereof;

(B)     such Principal Party shall thereafter be 
liable for, and shall assume, by virtue of such Section 13 Event, all the 
obligations and duties of the Company pursuant to this Agreement;

(C)     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 only to such 
Principal Party following the first occurrence of a Section 13 Event;

(D)     such Principal Party shall take such steps 
(including, but not limited to, the reservation of a sufficient number of 
its Common Shares) in connection with the consummation of any such 
transaction as may be necessary to ensure that the provisions hereof shall 
thereafter be applicable, as nearly as reasonably may be, in relation to 
its Common Shares thereafter deliverable upon the exercise of the Rights; 
and

(E)     upon the subsequent occurrence of any 
consolidation, merger, sale or transfer of assets or other extraordinary 
transaction in respect of such Principal Party, each holder of a Right 
shall thereupon be entitled to receive, upon exercise of a Right and 
payment of the Total Exercise Price as provided in this Section 13(a), 
such cash, shares, rights, warrants and other property which such holder 
would have been entitled to receive had such holder, at the time of such 
transaction, owned the Common Shares of the Principal Party receivable 
upon the exercise of such Right pursuant to this Section 13(a), and such 
Principal Party shall take such steps (including, but not limited to, 
reservation of shares of stock) as may be necessary to permit the 
subsequent exercise of the Rights in accordance with the terms hereof for 
such cash, shares, rights, warrants and other property.


(F)     For purposes hereof, the "earning power" of 
the Company and its Subsidiaries shall be determined in good faith by the 
Company's Board of Directors on the basis of the operating earnings of 
each business operated by the Company and its Subsidiaries during the 
three fiscal years preceding the date of such determination (or, in the 
case of any business not operated by the Company or any Subsidiary during 
three full fiscal years preceding such date, during the period such 
business was operated by the Company or any Subsidiary).

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

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

        (ii)    in the case of any transaction described in clause 
(iii) of Section13(a) hereof, the Person that is the party receiving the 
greatest portion of the assets or earning power transferred pursuant to 
such transaction or transactions, or, if more than one Person that is a 
party to such transaction or transactions receives the same portion of the 
assets or earning power so transferred and each such portion would, were 
it not for the other equal portions, constitute the greatest portion of 
the assets or earning power so transferred, or if the Person receiving the 
greatest portion of the assets or earning power cannot be determined, 
whichever of such Persons is the issuer of Common Shares having the 
greatest aggregate market value of shares outstanding;

provided, however, that in any such case described in the foregoing clause 
(b)(i) or (b)(ii), if the Common Shares of such Person are not at such 
time or have not been continuously over the preceding 12-month period 
registered under Section 12 of the Exchange Act, then (1) if such Person 
is a direct or indirect Subsidiary of another Person the Common Shares of 
which are and have been so registered, the term "Principal Party" shall 
refer to such other Person, or (2) if such Person is a Subsidiary, 
directly or indirectly, of more than one Person, the Common Shares of 
which are and have been so registered, the term "Principal Party" shall 
refer to whichever of such Persons is the issuer of Common Shares having 
the greatest aggregate market value of shares outstanding, or (3) if such 
Person is owned, directly or indirectly, by a joint venture formed by two 
or more Persons that are not owned, directly or indirectly by the same 
Person, the rules set forth in clauses (1) and (2) above shall apply to 
each of the owners having an interest in the venture as if the Person 
owned by the joint venture was a Subsidiary of both or all of such joint 
venturers, and the Principal Party in each such case shall bear the 
obligations set forth in this Section 13 in the same ratio as its interest 
in such Person bears to the total of such interests.


(c)     The Company shall not consummate any Section 13 Event 
unless the Principal Party shall have a sufficient number of authorized 
Common Shares that have not been issued or reserved for issuance to permit 
the exercise in full of the Rights in accordance with this Section 13 and 
unless prior thereto the Company and such issuer shall have executed and 
delivered to the Rights Agent a supplemental agreement confirming that 
such Principal Party shall, upon consummation of such Section 13 Event, 
assume this Agreement in accordance with Sections 13(a) and 13(b) hereof, 
that all rights of first refusal or preemptive rights in respect of the 
issuance of Common Shares of such Principal Party upon exercise of 
outstanding Rights have been waived, that there are no rights, warrants, 
instruments or securities outstanding or any agreements or arrangements 
which, as a result of the consummation of such transaction, would 
eliminate or substantially diminish the benefits intended to be afforded 
by the Rights and that such transaction shall not result in a default by 
such Principal Party under this Agreement, and further providing that, as 
soon as practicable after the date of such Section 13 Event, such 
Principal Party 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 at all 
times meeting the requirements of the Securities Act) until the Expiration 
Date, and similarly comply with applicable state securities laws;

        (ii)    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 list (or continue the listing of) 
the Rights and the securities purchasable upon exercise of the Rights on 
Nasdaq; and

        (iii)   deliver to holders of the Rights historical 
financial statements for such Principal Party which comply in all respects 
with the requirements for registration on Form 10 (or any successor form) 
under the Exchange Act.

In the event that at any time after the occurrence of a Triggering 
Event some or all of the Rights shall not have been exercised at the time 
of a transaction described in this Section 13, the Rights which have not 
theretofore been exercised shall thereafter be exercisable in the manner 
described in Section 13(a) (without taking into account any prior 
adjustment required by Section 11(a)(ii)).


                (d)     In case the "Principal Party" for purposes of 
Section 13(b) hereof has provision in any of its authorized securities or 
in its certificate of incorporation or by-laws or other instrument 
governing its corporate affairs, which provision would have the effect of 
(i) causing such Principal Party to issue (other than to holders of Rights 
pursuant to Section 13 hereof), in connection with, or as a consequence 
of, the consummation of a Section 13 Event, Common Shares or Equivalent 
Shares of such Principal Party at less than the then Current Per Share 
Market Price thereof or securities exercisable for, or convertible into, 
Common Shares or Equivalent Shares of such Principal Party at less than 
such then Current Per Share Market Price, or (ii) providing for any 
special payment, tax or similar provision in connection with the issuance 
of the Common Shares of such Principal Party pursuant to the provisions of 
Section 13 hereof, then, in such event, the Company hereby agrees with 
each holder of Rights that it shall not consummate any such transaction 
unless prior thereto the Company and such Principal Party shall have 
executed and delivered to the Rights Agent a supplemental agreement 
providing that the provision in question of such Principal Party shall 
have been canceled, waived or amended, or that the authorized securities 
shall be redeemed, so that the applicable provision will have no effect in 
connection with or as a consequence of, the consummation of the proposed 
transaction.

(e)     The Company covenants and agrees that it shall not, at 
any time after the Distribution Date, effect or permit to occur any 
Section 13 Event, if (i) at the time or immediately after such Section 13 
Event there are any rights, warrants or other instruments or securities 
outstanding or agreements in effect which would substantially diminish or 
otherwise eliminate the benefits intended to be afforded by the Rights, 
(ii) prior to, simultaneously with or immediately after such Section 13 
Event, the shareholders of the Person who constitutes, or would 
constitute, the "Principal Party" for purposes of Section 13(b) hereof 
shall have received a distribution of Rights previously owned by such 
Person or any of its Affiliates or Associates or (iii) the form or nature 
of organization of the Principal Party would preclude or limit the 
exercisability of the Rights. 

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

Section 14.     Fractional Rights and Fractional Shares.

(a      The Company shall not be required to issue fractions of 
Rights or to distribute Rights Certificates which evidence fractional 
Rights.  In lieu of such fractional Rights, there shall be paid to the 
registered holders of the Rights Certificates with regard to which such 
fractional Rights would otherwise be issuable, an amount in cash equal to 
the same fraction of the current market value of a whole Right.  For the 
purposes of this Section 14(a), the current market value of a whole Right 
shall be the closing price of the Rights for the Trading Day immediately 
prior to the date on which such fractional Rights would have been 
otherwise issuable, as determined pursuant to the second sentence of 
Section 1(j) hereof.


(b      The Company shall not be required to issue fractions of 
Preferred Shares (other than fractions that are integral multiples of one 
one-thousandth of a Preferred Share) upon exercise of the Rights or to 
distribute certificates which evidence fractional Preferred Shares (other 
than fractions that are integral multiples of one one-thousandth of a 
Preferred Share).  Interests in fractions of Preferred Shares in integral 
multiples of one one-thousandth of a Preferred Share may, at the election 
of the Company, be evidenced by depositary receipts, pursuant to an 
appropriate agreement between the Company and a depositary selected by it; 
provided, that such agreement shall provide that the holders of such 
depositary receipts shall have all the rights, privileges and preferences 
to which they are entitled as beneficial owners of the Preferred Shares 
represented by such depositary receipts.  In lieu of fractional Preferred 
Shares that are not integral multiples of one one-thousandth of a 
Preferred Share, the Company shall pay to the registered holders of Rights 
Certificates at the time such Rights are exercised as herein provided an 
amount in cash equal to the same fraction of the current market value of 
a Preferred Share.  For purposes of this Section 14(b), the current market 
value of a Preferred Share shall be one thousand times the closing price 
of a Common Share (as determined pursuant to the second sentence of 
Section 1(j) hereof) for the Trading Day immediately prior to the date of 
such exercise.

(c      The Company shall not be required to issue fractions of 
Common Shares or to distribute certificates which evidence fractional 
Common Shares upon the exercise or exchange of Rights.   In lieu of such 
fractional Common Shares, the Company shall pay to the registered holders 
of Rights Certificates at the time such Rights are exercised as herein 
provided an amount in cash equal to the same fraction of the current 
market value of a Common Share.  For purposes of this Section 14(c), the 
current market value of a Common Share shall be the closing price of a 
Common Share (as determined pursuant to the second sentence of 
Section 1(j) hereof) for the Trading Day immediately prior to the date of 
such exercise. 

(d      The holder of a Right by the acceptance of the Right 
expressly waives his or her right to receive any fractional Rights or any 
fractional shares (other than fractions that are integral multiples of one 
one-thousandth of a Preferred Share) upon exercise of a Right.

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

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

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

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


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

Section 17.     Rights Certificate Holder Not Deemed a Shareholder.  No 
holder, as such, of any Rights Certificate shall be entitled to vote, 
receive dividends or be deemed for any purpose to be the holder of the 
Preferred Shares or any other securities of the Company which may at any 
time be issuable on the exercise of the Rights represented thereby, nor 
shall anything contained herein or in any Rights Certificate be construed 
to confer upon the holder of any Rights 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 Rights Certificate shall have been exercised in accordance with the 
provisions hereof.

Section 18.     Concerning the Rights Agent.

(a      The Company agrees to pay to the Rights Agent reasonable 
compensation for all services rendered by it hereunder and, from time to 
time, on demand of the Rights Agent, its reasonable expenses and counsel 
fees and other disbursements incurred in the administration and execution 
of this Agreement and the exercise and performance of its duties 
hereunder.  The Company also agrees to indemnify the Rights Agent for, and 
to hold it harmless against, any loss, liability or expense, incurred 
without gross negligence, bad faith or willful misconduct on the part of 
the Rights Agent, for anything done or omitted by the Rights Agent in 
connection with the acceptance and administration of this Agreement, 
including the costs and expenses of defending against any claim of 
liability in the premises.  In no event will the Rights Agent be liable 
for special, indirect, incidental or consequential loss or damage of any 
kind whatsoever, even if the Rights Agent has been advised of the 
possibility of such loss or damage. 

(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 Rights Certificate or certificate for the Preferred Shares or 
Common Shares or for other securities of the Company, instrument of 
assignment or transfer, power of attorney, endorsement, affidavit, letter, 
notice, direction, consent, certificate, statement or other paper or 
document reasonably believed by it to be genuine and to be signed, 
executed and, where necessary, verified or acknowledged, by the proper 
Person or Persons, or otherwise upon the advice of counsel as set forth in 
Section 20 hereof.


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 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, however, 
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 Rights 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 
Rights Certificates so countersigned; and in case at that time any of the 
Rights Certificates shall not have been countersigned, any successor 
Rights Agent may countersign such Rights Certificates either in the name 
of the predecessor Rights Agent or in the name of the successor Rights 
Agent; and in all such cases such Rights Certificates shall have the full 
force provided in the Rights 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 Rights Certificates shall have been 
countersigned but not delivered, the Rights Agent may adopt the 
countersignature under its prior name and deliver Rights Certificates so 
countersigned; and in case at that time any of the Rights Certificates 
shall not have been countersigned, the Rights Agent may countersign such 
Rights Certificates either in its prior name or in its changed name; and 
in all such cases such Rights Certificates shall have the full force 
provided in the Rights 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 Rights 
Certificates, by their acceptance thereof, shall be bound:

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

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

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

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

(g      The Rights Agent is hereby authorized and directed to 
accept instructions with respect to the performance of its duties 
hereunder from any one of the Chairman of the Board, the Chief Executive 
Officer, the President, any Vice President, the Chief Financial Officer, 
the Secretary or any Assistant Secretary of the Company, and to apply to 
such officers for advice or instructions in connection with its duties, 
and it shall not be liable for any action taken or suffered by it in good 
faith in accordance with instructions of any such officer or for any delay 
in acting while waiting for those instructions.  Any application by the 
Rights Agent for written instructions from the Company may, at the option 
of the Rights Agent, set forth in writing any action proposed to be taken 
or omitted by the Rights Agent under this Rights 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 
any such application on or after the date specified in such application 
(which date shall not be less than five (5) 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 Rights Agent under this Agreement.  Nothing herein shall 
preclude the Rights Agent from acting in any other capacity for the 
Company or for any other legal entity.

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

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

(k      If, with respect to any Rights Certificate surrendered 
to the Rights Agent for exercise or transfer, the certificate attached to 
the form of assignment or form of election to purchase, as the case may 
be, has either not been completed or indicates an affirmative response to 
clause 1 and/or 2 thereof, the Rights Agent shall not take any further 
action with respect to such requested exercise or transfer without first 
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 Preferred Shares and the Common 
Shares by registered or certified mail, and to the holders of the Rights 
Certificates by first-class mail.  The Company may remove the Rights Agent 
or any successor Rights Agent 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 Preferred Shares and the Common Shares 
by registered or certified mail, and to the holders of the Rights 
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 thirty (30) days after giving 
notice of such removal or after it has been notified in writing of such 
resignation or incapacity by the resigning or incapacitated Rights Agent 
or by the holder of a Rights Certificate (who shall, with such notice, 
submit his or her Rights Certificate for inspection by the Company), then 
the registered holder of any Rights Certificate may apply to any court of 
competent jurisdiction for the appointment of a new Rights Agent.  Any 
successor Rights Agent, whether appointed by the Company or by such a 
court, shall be a corporation organized and doing business under the laws 
of the United States or of any state of the United States, in good 
standing, which is authorized under such laws to exercise corporate trust 
or shareholder services powers and is subject to supervision or 
examination by federal or state authority and which has at the time of its 
appointment as Rights Agent a combined capital and surplus of at least 
$100 million.  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 Preferred Shares and the 
Common Shares, and mail a notice thereof in writing to the registered 
holders of the Rights 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 Rights Certificates.  Notwithstanding 
any of the provisions of this Agreement or of the Rights to the contrary, 
the Company may, at its option, issue new Rights 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 or other securities or property purchasable under 
the Rights Certificates made in accordance with the provisions of this 
Agreement.  In addition, in connection with the issuance or sale of Common 
Shares following the Distribution Date and prior to the redemption or 
expiration of the Rights, the Company (a) shall, with respect to Common 
Shares so issued or sold pursuant to the exercise of stock options or 
under any employee plan or arrangement or upon the exercise, conversion or 
exchange of other securities of the Company outstanding at the date hereof 
or upon the exercise, conversion or exchange of securities hereinafter 
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 Rights 
Certificates representing the appropriate number of Rights in connection 
with such issuance or sale; provided, however, that (i) no such Rights 
Certificate shall be issued and this sentence shall be null and void ab 
initio if, and to the extent that, such issuance or this sentence would 
create a significant risk of or result in material adverse tax 
consequences to the Company or the Person to whom such Rights Certificate 
would be issued or would create a significant risk of or result in such 
options' or employee plans' or arrangements' failing to qualify for 
otherwise available special tax treatment and (ii) no such Rights 
Certificate shall be issued if, and to the extent that, appropriate 
adjustment shall otherwise have been made in lieu of the issuance thereof.

Section 23.     Redemption.

(a      The Company may, at its option and with the approval of 
the Board of Directors, at any time prior to the earlier of (i) the 
Distribution Date or (ii) the Close of Business on the Final Expiration 
Date, redeem all but not less than all the then outstanding Rights at a 
redemption price of $0.001 per Right, appropriately adjusted to reflect 
any stock split, stock dividend or similar transaction occurring after the 
date hereof (such redemption price being herein referred to as the 
"Redemption Price") and the Company may, at its option, pay the Redemption 
Price either in Common Shares (based on the Current Per Share Market Price 
thereof at the time of redemption) or cash.  Such redemption of the Rights 
by the Company may be made effective at such time, on such basis and with 
such conditions as the Board of Directors in its sole discretion may 
establish.  The date on which the Board of Directors elects to make the 
redemption effective shall be referred to as the "Redemption Date."


(b      Immediately upon the action of the Board of Directors of 
the Company ordering the redemption of the Rights, evidence of which shall 
have been filed with the Rights Agent, and without any further action and 
without any notice, the right to exercise the Rights will terminate and 
the only right thereafter of the holders of Rights shall be to receive the 
Redemption Price.  The Company shall promptly give public notice of any 
such redemption; provided, however, that the failure to give or any defect 
in, any such notice shall not affect the validity of such redemption.  
Within ten (10) days 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 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 Shares.  Any notice which is mailed in the manner herein provided 
shall be deemed given, whether or not the holder receives the notice.  
Each such notice of redemption will state the method by which the payment 
of the Redemption Price will be made.  Neither the Company nor any of its 
Affiliates or Associates may redeem, acquire or purchase for value any 
Rights at any time in any manner other than that specifically set forth in 
this Section 23 or in Section 24 hereof, and other than in connection with 
the purchase of Common Shares prior to the Distribution Date.

(c      Notwithstanding the provisions of Section 23(a), in the 
event that a majority of the Board of Directors of the Company is elected 
by shareholder action by written consent, then until the earlier to occur 
of (i) 180th day following the effectiveness of such election or (ii) the 
next regular annual meeting of shareholders of the Company following the 
effectiveness of such election (including any postponement or adjournment 
thereof), the Rights shall not be redeemed if such redemption is 
reasonably likely to have the purpose or effect of facilitating a 
Transaction with an Interested Person. 

Section 24.     Exchange.

(a      Subject to applicable laws, rules and regulations, and 
subject to subsection 24(c) below, the Company may, at its option, by 
action of the Board of Directors, at any time after the occurrence of a 
Triggering Event, exchange all or part of the then outstanding and 
exercisable Rights (which shall not include Rights that have become void 
pursuant to the provisions of Section 7(e) hereof) for Common Shares at an 
exchange ratio of one Common Share per Right, appropriately adjusted to 
reflect any stock split, stock dividend or similar transaction occurring 
after the date hereof (such exchange ratio being hereinafter referred to 
as the "Exchange Ratio").  Notwithstanding the foregoing, the Board of 
Directors shall not be empowered to effect such exchange at any time after 
any Person (other than the Company, any Subsidiary of the Company, any 
employee benefit plan of the Company or any such Subsidiary, or any entity 
holding Common Shares for or pursuant to the terms of any such plan), 
together with all Affiliates and Associates of such Person, becomes the 
Beneficial Owner of 50% or more of the Common Shares then outstanding.


(b      Immediately upon the action of the Board of Directors 
ordering the exchange of any Rights pursuant to subsection 24(a) and 
without any further action and without any notice, the right to exercise 
such Rights shall terminate and the only right thereafter of a holder of 
such Rights shall be to receive that number of Common Shares equal to the 
number of such Rights held by such holder multiplied by the Exchange 
Ratio.  The Company shall give public notice of any such exchange; 
provided, however, that the failure to give, or any defect in, such notice 
shall not affect the validity of such exchange.  The Company shall mail a 
notice of any such exchange to all of the holders of such Rights at their 
last addresses as they appear upon the registry books of the Rights Agent. 
 Any notice which is mailed in the manner herein provided shall be deemed 
given, whether or not the holder receives the notice.  Each such notice of 
exchange will state the method by which the exchange of the Common Shares 
for Rights will be effected and, in the event of any partial exchange, the 
number of Rights which will be exchanged.  Any partial exchange shall be 
effected pro rata based on the number of Rights (other than Rights which 
have become void pursuant to the provisions of Section 7(e) hereof) held 
by each holder of Rights.

(c      In the event that there shall not be sufficient Common 
Shares issued but not outstanding or authorized but unissued to permit any 
exchange of Rights as contemplated in accordance with Section 24(a), the 
Company shall either take such action as may be necessary to authorize 
additional Common Shares for issuance upon exchange of the Rights or 
alternatively, at the option of a majority of the Board of Directors, with 
respect to each Right (i) pay cash in an amount equal to the Current Value 
(as hereinafter defined), in lieu of issuing Common Shares in exchange 
therefor, or (ii) issue debt or equity securities or a combination 
thereof, having a value equal to the Current Value, in lieu of issuing 
Common Shares in exchange for each such Right, where the value of such 
securities shall be determined by a nationally recognized investment 
banking firm selected by majority vote of the Board of Directors, or 
(iii) deliver any combination of cash, property, Common Shares and/or 
other securities having a value equal to the Current Value in exchange for 
each Right.  For purposes of this Section 24(c) only, the Current Value 
shall mean the product of the Current Per Share Market Price of Common 
Shares on the date of the occurrence of the event described above in 
subparagraph (a), multiplied by the number of Common Shares for which the 
Right otherwise would be exchangeable if there were sufficient shares 
available.  To the extent that the Company determines that some action 
need be taken pursuant to clauses (i), (ii) or (iii) of this 
Section 24(c), the Board of Directors may temporarily suspend the 
exercisability of the Rights for a period of up to sixty (60) days 
following the date on which the event described in Section 24(a) shall 
have occurred, in order to seek any authorization of additional Common 
Shares and/or to decide the appropriate form of distribution to be made 
pursuant to the above provision 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.

(d      The Company shall not be required to issue fractions of 
Common Shares or to distribute certificates which evidence fractional 
Common Shares.  In lieu of such fractional Common Shares, there shall be 
paid to the registered holders of the Rights Certificates with regard to 
which such fractional Common Shares would otherwise be issuable, an amount 
in cash equal to the same fraction of the current market value of a whole 
Common Share (as determined pursuant to the second sentence of 
Section 1(j) hereof).

(e      The Company may, at its option, by majority vote of the 
Board of Directors, at any time before any Person has become an Acquiring 
Person, exchange all or part of the then outstanding Rights for rights of 
substantially equivalent value, as determined reasonably and with good 
faith by the Board of Directors, based upon the advice of one or more 
nationally recognized investment banking firms.

(f      Immediately upon the action of the Board of Directors 
ordering the exchange of any Rights pursuant to subsection 24(e) of this 
Section 24 and without any further action and without any notice, the 
right to exercise such Rights shall terminate and the only right 
thereafter of a holder of such Rights shall be to receive that number of 
rights in exchange therefor as has been determined by the Board of 
Directors in accordance with subsection 24(e) above.  The Company shall 
give public notice of any such exchange; provided, however, that the 
failure to give, or any defect in, such notice shall not affect the 
validity of such exchange.  The Company shall mail a notice of any such 
exchange to all of the holders of such Rights at their last addresses as 
they appear upon the registry books of the transfer agent for the Common 
Shares of the Company.  Any notice which is mailed in the manner herein 
provided shall be deemed given, whether or not the holder receives the 
notice.  Each such notice of exchange will state the method by which the 
exchange of the Rights will be effected.

(g      Notwithstanding the provisions of this Section 24, in 
the event that a majority of the Board of Directors of the Company is 
elected by shareholder action by written consent, then until the earlier 
to occur of (i) the 180th day following the effectiveness of such election 
or (ii) the next regular annual meeting of shareholders of the Company 
following the effectiveness of such election (including any postponement 
or adjournment thereof), this Rights shall not be exchanged pursuant 
hereto if such exchange would be reasonably likely to have the purpose or 
effect of facilitating a Transaction with an Interested Person.

Section 25.     Notice of Certain Events.

(a      In case the Company shall propose to effect or permit to 
occur any Triggering Event or Section 13 Event, the Company shall give 
notice thereof to each holder of Rights in accordance with Section 26 
hereof at least twenty (20) days prior to occurrence of such Triggering 
Event or such Section 13 Event.

(b      In case any Triggering Event or Section 13 Event shall 
occur, then, in any such case, the Company shall as soon as practicable 
thereafter give to each holder of a Rights 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 Sections 11(a)(ii) and 13 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 Rights 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:

3Dfx Interactive, Inc.
4435 Fortran Drive
San Jose, California  95134
Attention:  Chief Financial Officer

with a copy to:                 Wilson Sonsini Goodrich & Rosati
                                Professional Corporation

                                650 Page Mill Road
                                Palo Alto, California 94304
                                Attention:  Robert P. Latta, Esq.

Subject to the provisions of Section 21 hereof, any notice or demand 
authorized by this Agreement to be given or made by the Company or by the 
holder of any Rights 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:

BankBoston, N.A.
c/o Boston Equiserve Limited Partnership
150 Royall Street
Canton, Massachusetts 02021
Attention: Client Administration

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

Section 27.     Supplements and Amendments.  

(a      Prior to the occurrence of a Distribution Date, the 
Company may supplement or amend this Agreement in any respect without the 
approval of any holders of Rights and the Rights Agent shall, if the 
Company so directs, execute such supplement or amendment.  From and after 
the occurrence of a Distribution Date, the Company and the Rights Agent 
may from time to time supplement or amend this Agreement without the 
approval of any holders of Rights in order to (i) cure any ambiguity, 
(ii) correct or supplement any provision contained herein which may be 
defective or inconsistent with any other provisions herein, (iii) shorten 
or lengthen any time period hereunder or (iv) to change or supplement the 
provisions hereunder in any manner that the Company may deem necessary or 
desirable and that shall not adversely affect the interests of the holders 
of Rights (other than an Acquiring Person or an Affiliate or Associate of 
an Acquiring Person); provided, this Agreement may not be supplemented or 
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time 
period relating to when the Rights may be redeemed at such time as the 
Rights are not then redeemable or (B) any other time period unless such 
lengthening is for the purpose of protecting, enhancing or clarifying the 
rights of, and/or the benefits to, the holders of Rights (other than an 
Acquiring Person or an Affiliate or Associate of an Acquiring Person).  
Upon the delivery of a certificate from an appropriate officer of the 
Company that states that the proposed supplement or amendment is in 
compliance with the terms of this Section 27, the Rights Agent shall 
execute such supplement or amendment.  Prior to the Distribution Date, the 
interests of the holders of Rights shall be deemed coincident with the 
interests of the holders of Common Shares.


(b      Notwithstanding the provisions of Section 27(a), in the 
event that a majority of the Board of Directors of the Company is elected 
by shareholder action by written consent, then until the earlier to occur 
of (i) the 180th day following the effectiveness of such election or (ii) 
the next regular annual meeting of shareholders of the Company following 
the effectiveness of such election (including any postponement or 
adjournment thereof), this Rights Agreement shall not be supplemented or 
amended in any manner reasonably likely to have the purpose or effect of 
facilitating a Transaction with an Interested Person.

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

Section 30.     Benefits of this Agreement.  Nothing in this Agreement 
shall be construed to give to any Person other than the Company, the 
Rights Agent and the registered holders of the Rights Certificates (and, 
prior to the Distribution Date, the Common Shares) any legal or equitable 
right, remedy or claim under this Agreement; but this Agreement shall be 
for the sole and exclusive benefit of the Company, the Rights Agent and 
the registered holders of the Rights Certificates (and, prior to the 
Distribution Date, the Common Shares).

Section 31.     Severability.  If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent jurisdiction 
or other authority to be invalid, void or unenforceable, the remainder of 
the terms, provisions, covenants and restrictions of this Agreement shall 
remain in full force and effect and shall in no way be affected, impaired 
or invalidated; 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 this Agreement 
would adversely affect the purpose or effect of this 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 and each Right and each 
Rights Certificate issued hereunder shall be deemed to be a contract made 
under the laws of the State of California and for all purposes shall be 
governed by and construed in accordance with the laws of such State 
applicable to contracts to be made and performed entirely within such 
State.

Section 33.     Counterparts.  This Agreement may be executed in any 
number of counterparts and each of such counterparts shall for all 
purposes be deemed to be an original, and all such counterparts shall 
together constitute but one and the same instrument.

Section 34.     Descriptive Headings.  Descriptive headings of the 
several Sections of this Agreement are inserted for convenience only and 
shall not control or affect the meaning or construction of any of the 
provisions hereof.

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

"COMPANY"                                       3DFX INTERACTIVE, INC.

                                              By: /S/ DAVID ZACARIAS  
                                                      David Zacarias          
                                    Chief Financial Officer & VP Administration




"RIGHTS AGENT"                                      BANKBOSTON, N.A.

                                             By: /S/ GEOFFREY D. ANDERSON    
                                                     Geoffrey D. Anderson    
                                                         Director        

<PAGE>


































                 CERTIFICATE OF DETERMINATION
                    OF 3DFX INTERACTIVE, INC.


The undersigned, L. Gregory Ballard and David Zacarias do hereby 
certify:

1.      That they are the duly elected and acting President and 
Secretary, respectively, of 3Dfx Interactive, Inc., a California 
corporation (the "Corporation").

2.      That, pursuant to the resolutions set forth in Paragraph 4 
hereof, the Board of Directors of the Corporation has authorized the 
issuance of, and designated the rights, preferences, privileges and 
restrictions of 60,000 shares of Series A Participating Preferred Stock.

3. That none of the shares of Series A Participating Preferred Stock 
have been issued by the Corporation.

4.      That pursuant to the authority conferred upon the Board of 
Directors by the Articles of Incorporation of the said Corporation, the 
said Board of Directors on October 30, 1998 adopted the following 
resolution creating a series of 60,000 shares of Preferred Stock 
designated as Series A Participating Preferred Stock:

"RESOLVED, that pursuant to the authority vested in the Board of 
Directors of the Corporation by its Articles of Incorporation, the Board 
of Directors does hereby provide for the issue of a series of Preferred 
Stock of the Corporation and does hereby fix and herein state and express 
the designations, powers, preferences and relative and other special 
rights and the qualifications, limitations and restrictions of such series 
of Preferred Stock as follows:

Section 1.      Designation and Amount.  The shares of such series shall 
be designated as "Series A Participating Preferred Stock." The number of 
shares constituting such series shall be 60,000.

Section 2.      Proportional Adjustment.  In the event the Corporation 
shall at any time after the issuance of any share or shares of Series A 
Participating Preferred Stock (i) declare any dividend on Common Stock of 
the Corporation ("Common Stock") payable in shares of Common Stock, 
(ii) subdivide the outstanding Common Stock or (iii) combine the 
outstanding Common Stock into a smaller number of shares, then in each 
such case the Corporation shall simultaneously effect a proportional 
adjustment to the number of outstanding shares of Series A Participating 
Preferred Stock.


Section 3.      Dividends and Distributions.

(a      Subject to the prior and superior right of the holders 
of any shares of any series of Preferred Stock ranking prior and superior 
to the shares of Series A Participating Preferred Stock with respect to 
dividends, the holders of shares of Series A Participating Preferred Stock 
shall be entitled to receive when, as and if declared by the Board of 
Directors out of funds legally available for the purpose, quarterly 
dividends payable in cash on the last day of January, April, July and 
October in each year (each such date being referred to herein as a 
"Quarterly Dividend Payment Date"), commencing on the first Quarterly 
Dividend Payment Date after the first issuance of a share or fraction of 
a share of Series A Participating Preferred Stock, in an amount per share 
(rounded to the nearest cent) equal to 1,000 times the aggregate per share 
amount of all cash dividends, and 1,000 times the aggregate per share 
amount (payable in kind) of all non-cash dividends or other distributions 
other than a dividend payable in shares of Common Stock or a subdivision 
of the outstanding shares of Common Stock (by reclassification or 
otherwise), declared on the Common Stock since the immediately preceding 
Quarterly Dividend Payment Date, or, with respect to the first Quarterly 
Dividend Payment Date, since the first issuance of any share or fraction 
of a share of Series A Participating Preferred Stock.

(b      The Corporation shall declare a dividend or distribution 
on the Series A Participating Preferred Stock as provided in paragraph (a) 
above immediately after it declares a dividend or distribution on the 
Common Stock (other than a dividend payable in shares of Common Stock).

(c      Dividends shall begin to accrue on outstanding shares of 
Series A Participating Preferred Stock from the Quarterly Dividend Payment 
Date next preceding the date of issue of such shares of Series A 
Participating Preferred Stock, unless the date of issue of such shares is 
prior to the record date for the first Quarterly Dividend Payment Date, in 
which case dividends on such shares shall begin to accrue from the date of 
issue of such shares, or unless the date of issue is a Quarterly Dividend 
Payment Date or is a date after the record date for the determination of 
holders of shares of Series A Participating Preferred Stock entitled to 
receive a quarterly dividend and before such Quarterly Dividend Payment 
Date, in either of which events such dividends shall begin to accrue from 
such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall 
not bear interest.  Dividends paid on the shares of Series A Participating 
Preferred Stock in an amount less than the total amount of such dividends 
at the time accrued and payable on such shares shall be allocated pro rata 
on a share-by-share basis among all such shares at the time outstanding. 
 The Board of Directors may fix a record date for the determination of 
holders of shares of Series A Participating Preferred Stock entitled to 
receive payment of a dividend or distribution declared thereon, which 
record date shall be no more than 30 days prior to the date fixed for the 
payment thereof.

Section 4.      Voting Rights.  The holders of shares of Series A 
Participating Preferred Stock shall have the following voting rights:

(a      Each share of Series A Participating Preferred Stock 
shall entitle the holder thereof to 1,000 votes on all matters submitted 
to a vote of the shareholders of the Corporation. 


(b      Except as otherwise provided herein or by law, the 
holders of shares of Series A Participating Preferred Stock and the 
holders of shares of Common Stock shall vote together as one class on all 
matters submitted to a vote of shareholders of the Corporation.

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

Section 5.      Certain Restrictions.

(a      The Corporation shall not declare any dividend on, make 
any distribution on, or redeem or purchase or otherwise acquire for 
consideration any shares of Common Stock after the first issuance of a 
share or fraction of a share of Series A Participating Preferred Stock 
unless concurrently therewith it shall declare a dividend on the Series A 
Participating Preferred Stock as required by Section 3 hereof.

(b      Whenever quarterly dividends or other dividends or 
distributions payable on the Series A Participating Preferred Stock as 
provided in Section 3 are in arrears, thereafter and until all accrued and 
unpaid dividends and distributions, whether or not declared, on shares of 
Series A Participating Preferred Stock outstanding shall have been paid in 
full, the Corporation shall not

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

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

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


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

(c)     The Corporation shall not permit any subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares 
of stock of the Corporation unless the Corporation could, under paragraph 
(a) of this Section 5, purchase or otherwise acquire such shares at such 
time and in such manner.

Section 6.      Reacquired Shares.  Any shares of Series A Participating 
Preferred Stock purchased or otherwise acquired by the Corporation in any 
manner whatsoever shall be retired and canceled promptly after the 
acquisition thereof.  All such shares shall upon their cancellation become 
authorized but unissued shares of Preferred Stock and may be reissued as 
part of a new series of Preferred Stock to be created by resolution or 
resolutions of the Board of Directors, subject to the conditions and 
restrictions on issuance set forth herein and, in the Articles of 
Incorporation, as then amended.

Section 7.      Liquidation, Dissolution or Winding Up.  Upon any 
liquidation, dissolution or winding up of the Corporation, the assets of 
the Corporation available for distribution shall be distributed as 
follows:  First, the holders of shares of Series A Participating Preferred 
Stock shall be entitled to receive, prior and in preference to any payment 
to holders of Common Stock, an aggregate amount per share equal to 
$1000.00 plus an amount equal to any accrued and unpaid dividends on such 
shares of Series A Participating Preferred Stock.  Following such payment, 
the holders of shares of Common Stock shall be entitled to receive an 
aggregate amount per share equal to $1.00 plus an amount equal to any 
accrued and unpaid dividends on such shares of Common Stock.  Following 
the payment of the aforesaid preferential amounts, the remaining assets of 
the Corporation available for distribution shall be distributed to the 
holders of Common Stock and Series A Participating Preferred Stock, with 
the holders of Series A Participating Preferred Stock entitled to receive 
for each such share 1000 times the aggregate amount to be distributed per 
share to holders of shares of Common Stock.

Section 8.      Consolidation, Merger, etc.  In case the Corporation 
shall enter into any consolidation, merger, combination or other 
transaction in which the shares of Common Stock are exchanged for or 
changed into other stock or securities, cash and/or any other property, 
then in any such case the shares of Series A Participating Preferred Stock 
shall at the same time be similarly exchanged or changed in an amount per 
share equal to 1,000 times the aggregate amount of stock, securities, cash 
and/or any other property (payable in kind), as the case may be, into 
which or for which each share of Common Stock is changed or exchanged.

Section 9.      No Redemption.  The shares of Series A Participating 
Preferred Stock shall not be redeemable.

Section 10.     Ranking.  The Series A Participating Preferred Stock 
shall rank junior to all other series of the Corporation's Preferred Stock 
as to the payment of dividends and the distribution of assets, unless the 
terms of any such series shall provide otherwise.


Section 11.     Amendment.  The Articles of Incorporation of the 
Corporation shall not be further amended in any manner which would 
materially alter or change the powers, preference or special rights of the 
Series A Participating Preferred Stock so as to affect them adversely 
without the affirmative vote of the holders of a majority of the 
outstanding shares of Series A Participating Preferred Stock, voting 
separately as a class.

Section 12.     Fractional Shares.  Series A Participating Preferred 
Stock may be issued in fractions of a share which shall entitle the 
holder, in proportion to such holder's fractional shares, to exercise 
voting rights, receive dividends, participate in distributions and to have 
the benefit of all other rights of holders of Series A Participating 
Preferred Stock.


RESOLVED FURTHER, that the President or any Vice President and the 
Secretary or any Assistant Secretary of this corporation be, and they 
hereby are, authorized and directed to prepare and file a Certificate of 
Determination in accordance with the foregoing resolution and the 
provisions of California law and to take such actions as they may deem 
necessary or appropriate to carry out the intent of the foregoing 
resolution."

We further declare under penalty of perjury that the matters set 
forth in the foregoing Certificate of Determination are true and correct 
of our own knowledge and that the foregoing Certificate of Determination 
has been duly approved by the Board of Directors of the Corporation.

Executed at San Jose, California, on October 30, 1998.

                                   L. Gregory Ballard, President


                                   David Zacarias, Secretary
<PAGE>























                               EXHIBIT B

                       FORM OF RIGHTS CERTIFICATE


Certificate No. R-      _________ Rights


NOT EXERCISABLE AFTER THE EARLIER OF (i) OCTOBER 30, 2008 (ii) 
THE DATE  TERMINATED BY THE COMPANY OR (iii) THE DATE THE 
COMPANY EXCHANGES THE RIGHTS PURSUANT TO THE RIGHTS AGREEMENT. 
 THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE 
COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE 
RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENE-
FICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR 
ASSOCIATE OF 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 
RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON 
WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR 
ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN 
THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE 
AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN 
THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH RIGHTS 
AGREEMENT.]*

------------------
*  The portion of the legend in bracket shall be inserted only if applicable
   and shall replace preceding sentence.


                             RIGHTS CERTIFICATE

                          3DFX INTERACTIVE, INC.


This certifies that ______________________________, or registered 
assigns, is the registered owner of the number of Rights set forth above, 
each of which entitles the owner thereof, subject to the terms, provisions 
and conditions of the Rights Agreement dated as of October 30, 1998, (the 
"Rights Agreement"), between 3Dfx Interactive, Inc., a California 
corporation (the "Company"), and BankBoston, N.A. ( the "Rights Agent"), 
to purchase from the Company at any time after the Distribution Date (as 
such term is defined in the Rights Agreement) and prior to 5:00 P.M., New 
York time, on October 30, 2008 at the principal office of the Rights 
Agent, or at the office of its successor as Rights Agent, one one-
thousandth (1/1,000) of a fully paid non-assessable share of Series A 
Participating Preferred Stock (the "Preferred Shares"), of the Company, at 
an Exercise Price of Sixty-Five Dollars ($65.00) per one-thousandth of a 
Preferred Share (the "Exercise Price"), upon presentation and surrender of 
this Rights Certificate with the Form of Election to Purchase and related 
Certificate duly executed.  The number of Rights evidenced by this Rights 
Certificate (and the number of one-thousandths of a Preferred Share which 
may be purchased upon exercise hereof) set forth above are the number and 
Exercise Price as of October 30, 1998 based on the Preferred Shares as 
constituted at such date.  As provided in the Rights Agreement, the 
Exercise Price and the number and kind of Preferred Shares or other 
securities which may be purchased upon the exercise of the Rights 
evidenced by this Rights Certificate are subject to modification and 
adjustment upon the happening of certain events.

This Rights 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 Rights Certificates, which limitations of rights include the temporary 
suspension of the exercisability of such Rights under the specific circum-
stances set forth in the Rights Agreement.  Copies of the Rights Agreement 
are on file at the principal executive offices of the Company and the 
above-mentioned office of the Rights Agent.

Subject to the provisions of the Rights Agreement, the Rights 
evidenced by this Rights Certificate (i) may be redeemed by the Company, 
at its option, at a redemption price of $0.001 per Right or (ii) may be 
exchanged by the Company in whole or in part for Common Shares, 
substantially equivalent rights or other consideration as determined by 
the Company.

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

No fractional portion of less than one one-thousandth of a 
Preferred Share 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 of this Rights Certificate, as such, shall be 
entitled to vote or receive dividends or be deemed for any purpose the 
holder of the Preferred Shares or of any other securities of the Company 
which may at any time be issuable on the exercise hereof, nor shall 
anything contained in the Rights Agreement or herein be construed to 
confer upon the holder hereof, as such, any of the rights of a 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 the Rights 
Agreement), or to receive dividends or subscription rights, or otherwise, 
until the Right or Rights evidenced by this Rights Certificate shall have 
been exercised as provided in the Rights Agreement.


This Rights 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  _______________, 19____.


ATTEST:                                         3DFX INTERACTIVE, INC.


By:     
David Zacarias, Secretary

Its:    

Countersigned:

BANKBOSTON, N.A.
as Rights Agent

By:                                             


Its:                                            



        Form of Reverse Side of Rights Certificate

        FORM OF ASSIGNMENT

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

                FOR VALUE RECEIVED                               hereby 
        sells, assigns and transfers unto 

        (Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest 
therein, and does hereby irrevocably constitute and appoint 
__________________________ Attorney, to transfer the within Rights 
Certificate on the books of the within-named Company, with full power of 
substitution.


Dated: _______________, 19____



Signature


Signature Guaranteed:

Signatures must be guaranteed by a member firm of a registered 
national securities exchange, a member of the National Association of 
Securities Dealers, Inc., or a commercial bank or trust company having an 
office or correspondent in the United States.


        CERTIFICATE


The undersigned hereby certifies by checking the appropriate boxes 
that:

(1)     this Rights Certificate [ ] is [ ] is not being sold, 
assigned and transferred by or on behalf of a Person who is or was an 
Acquiring Person, or an Affiliate or Associate of any such Person (as such 
terms are defined in the Rights Agreement);

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

Dated: _______________, 19____




Signature


Signature Guaranteed:

Signatures must be guaranteed by a member firm of a registered 
national securities exchange, a member of the National Association of 
Securities Dealers, Inc., or a commercial bank or trust company having an 
office or correspondent in the United States.

        Form of Reverse Side of Rights Certificate -- continued

        FORM OF ELECTION TO PURCHASE

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

To:     ___________________________

The undersigned hereby irrevocably elects to exercise 
_________________________ Rights represented by this Rights Certificate to 
purchase the number of one-thousandths of a Preferred Share issuable upon 
the exercise of such Rights and requests that certificates for such number 
of one-thousandths of a Preferred Share issued in the name of:

Please insert social security
or other identifying number


        (Please print name and address)


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

Please insert social security
or other identifying number


        (Please print name and address)


Dated: ___________________ , 19____



Signature

Signature Guaranteed:

Signatures must be guaranteed by a member firm of a registered 
national securities exchange, a member of the National Association of 
Securities Dealers, Inc., or a commercial bank or trust company having an 
office or correspondent in the United States.

        CERTIFICATE


The undersigned hereby certifies by checking the appropriate boxes 
that:

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

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

Dated: _______________, 19____



Signature


Signature Guaranteed:

Signatures must be guaranteed by a member firm of a registered 
national securities exchange, a member of the National Association of 
Securities Dealers, Inc., or a commercial bank or trust company having an 
office or correspondent in the United States.


        Form of Reverse Side of Rights Certificate -- continued

        NOTICE


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


<PAGE>












































                                   EXHIBIT C


                           SHAREHOLDER RIGHTS PLAN
                            3DFX INTERACTIVE, INC.


        Summary of Rights

Distribution and
Transfer of Rights;
Rights Certificate:     The Board of Directors has declared a dividend 
of one Right for each share of 3Dfx 
Interactive, Inc. Common Stock outstanding. 
 Prior to the Distribution Date referred to 
below, the Rights will be evidenced by and 
trade with the certificates for the Common 
Stock.  After the Distribution Date, 3Dfx 
Interactive, Inc. (the "Company") will mail 
Rights certificates to the Company's 
shareholders and the Rights will become 
transferable apart from the Common Stock.

Distribution Date:      Rights will separate from the Common Stock and 
become exercisable following (a) the tenth 
day after a person or group acquires 
beneficial ownership of 12% or more of the 
Company's Common Stock or (b) the tenth 
business day (or such later date as may be 
determined by the Company's Board of 
Directors) after a person or group announces 
a tender or exchange offer, the consummation 
of which would result in ownership by a 
person or group of 12% or more of the 
Company's Common Stock.

Preferred Stock
Purchasable Upon
Exercise of Rights:     After the Distribution Date, each Right will 
entitle the holder to purchase for $65.00 
(the "Exercise Price"), a fraction of a 
share of the Company's Preferred Stock with 
economic terms similar to that of one share 
of the Company's Common Stock.

Flip-In:        If an acquiror (an "Acquiring Person") obtains 
12%  or more of the Company's Common Stock 
then each Right (other than Rights owned by 
an Acquiring Person or its affiliates) will 
entitle the holder thereof to purchase, for 
the Exercise Price, a number of shares of 
the Company's Common Stock having a then 
current market value of twice the Exercise 
Price.

Flip-Over:      If, after an Acquiring Person obtains 12% or 
more of the Company's Common Stock, (a) the 
Company merges into another entity, (b) an 
acquiring entity merges into the Company or 
(c) the Company sells more than 50% of the 
Company's assets or earning power, then each 
Right (other than Rights owned by an 
Acquiring Person or its affiliates) will 
entitle the holder thereof to purchase, for 
the Exercise Price, a number of shares of 
Common Stock of the person engaging in the 
transaction having a then current market 
value of twice the Exercise Price.

Exchange Provision:     At any time after the date an Acquiring Person 
obtains 12% or  more of the Company's Common 
Stock and prior to the acquisition by the 
Acquiring Person of 50% of the outstanding 
Common Stock, the Company's Board of 
Directors may exchange the Rights (other 
than Rights owned by the Acquiring Person or 
its affiliates), in whole or in part, for 
shares of Common Stock of the Company at an 
exchange ratio of one share of Common Stock 
per Right (subject to adjustment). However, 
if a majority of the Company's Board of 
Directors is elected by shareholder action 
by written consent, then for a period of 180 
days following such election the Rights 
cannot be exchanged if such exchange is 
reasonably likely to have the purpose or 
effect of facilitating an acquisition of the 
Company by a person or entity who proposed, 
nominated or supported a director of the 
Company so elected by written consent (an 
"Interested Person").

Redemption of
the Rights:     Rights will be redeemable at the Company's 
option for $0.001 per Right at any time on 
or prior to public announcement that a 
Person has acquired beneficial ownership of 
12% or more of the Company's Common Stock 
(the "Shares Acquisition Date").  However, 
if a majority of the Company's Board of 
Directors is elected by shareholder action 
by written consent, then for a period of 180 
days following such election the Rights 
cannot be redeemed if such redemption is 
reasonably likely to have the purpose or 
effect of facilitating an acquisition of the 
Company by an Interested Person.

Expiration of
the Rights:     The Rights expire on the earliest of (a) 
October 30, 2008 or (b) exchange or 
redemption of the Rights as described above.

Amendment of
Terms of Rights:        The terms of the Rights and the Rights 
Agreement may be amended in any respect 
without the consent of the Rights holders on 
or prior to the Distribution Date; 
thereafter, the terms of the Rights and the 
Rights Agreement may be amended without the 
consent of the Rights holders in order to 
cure any ambiguities or to make changes 
which do not adversely affect the interests 
of Rights holders (other than the Acquiring 
Person). However, if a majority of the 
Company's Board of Directors is elected by 
shareholder action by written consent, then 
for a period of 180 days following such 
election the Rights Agreement cannot be 
amended in any manner reasonably likely to 
have the purpose or effect of facilitating 
an acquisition of the Company by an 
Interested Person.

Voting Rights:  Rights will not have any voting rights.

Anti-Dilution
Provisions:     Rights will have the benefit of certain 
customary anti-dilution provisions.


Taxes:  The Rights distribution should not be taxable 
for federal income tax purposes.  However, 
following an event which renders the Rights 
exercisable or upon redemption of the 
Rights, shareholders may recognize taxable 
income.

The foregoing is a summary of certain principal terms of the Shareholder 
Rights Plan only and is qualified in its entirety by reference to the 
detailed terms of the Rights Agreement dated as of October 30, 1998, 
between the Company and the Rights Agent.

THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE 
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT BETWEEN 
3DFX INTERACTIVE, INC. AND BANKBOSTON, N.A.  DATED AS OF OCTOBER 30, 1998.


Source: OneCLE Business Contracts.