Common use of Countersigned Clause in Contracts

Countersigned. as Rights Agent By --------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfer unto ______________________________________ _________________________________________________________________________ (Please print name and address of transferee) Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- 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. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").

Countersigned. as Rights Agent By --------------------------- By: ------------------------ Authorized Signature Signatory B-3 50 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _______________________________ hereby sells, ------------ assigns and transfer unto ______________________________________ _________________________________________________________________________ --------------------------- ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the ----------------- within-named Company, with full power of substitution. Dated: --------------------- --------------------- ----------- --, ---- ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of bank, trust company, broker, dealer or other eligible institution participating in 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 Statesrecognized signature guarantee medallion program. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- ------------------------------ Signature ------------------------------------------------------------------------------- B-4 51 Form of Reverse Side of Right Certificate - -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION the Rights Agent: The undersigned hereby irrevocably elects to exercise-------------------- exercise Rights represented by this Right Certificate to purchase the ------------------ shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- number: ------------------------------ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- -------------------------------------------------------------- Dated: ------------ --, ---- --------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature Signatures must be guaranteed by a member of firm of bank, trust company, broker, dealer or other eligible institution participating in 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 Statesrecognized signature guarantee medallion program. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned beneficially owned by, and were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- ). ------------------------------ Signature -------------------------------------------------------------------------------- B-5 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").-------------------------------------------------------------------------------

Countersigned. as Rights Agent By --------------------------- [--------------------------] By__________________________ Authorized Signature B-3 50 Exhibit B Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfer transfers unto ______________________________________ _________________________________________________________________________ (Please print name and address of transferee) Rights represented by ---------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- :_________________, ____ ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by 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. ------------------------------------------------------------------------ (To be completed) ----------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired beneficially owned by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- ---------------------------- Signature B-4 51 ------------------------------ Exhibit B Form of Reverse Side of Right Certificate - -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To AMERICAN HOMESTAR CORPORATION To: TANGER FACTORY OUTLET CENTERS, INC.. The undersigned hereby irrevocably elects to exercise-------------------- exercise ______________ ___________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) Shares issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) Shares be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- insert social security or other identifying number If such number of Rights shall not be all the Rights evidenced represented by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- ---------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- ---------------------------------------- Dated: ____________, ___ -------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature Signatures must be guaranteed by a member of 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. Exhibit B Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) ------------------------------ The undersigned hereby certifies that the Rights evidenced represented by this Right Certificate are not Beneficially Owned by, and were not acquired beneficially owned by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- ). ------------------------- Signature -------------------------------------------------------------------------------- ------------------------------ NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights represented by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT Exhibit C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10PREFERRED SHARES Introduction ------------ On July 30, 20001998, the Board of Directors of American Homestar Corporation Tanger Factory Outlet Centers, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 0.01 per share, of the Company (the "Common StockShares"). The dividend is payable on February 10August 27, 2000 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights an Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), ) between the Company and ChaseMellon Shareholder ServicesBankBoston, L.L.C.N.A., as Rights Agent (the "Rights Agent").

Countersigned. AMERICAN STOCK TRANSFER & ANTEX BIOLOGICS INC. TRUST COMPANY as Rights Warrant Agent By --------------------------- By: By: ------------------------------ ------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate President By: ------------------------- Secretary D-3 41 FORM OF REVERSE OF NON-CALLABLE CLASS D WARRANT CERTIFICATE ANTEX BIOLOGICS INC. NON-CALLABLE CLASS D WARRANT PURCHASE FORM Mailing Address: --------------------------- --------------------------- --------------------------- The undersigned Holder hereby irrevocably elects to exercise the right, represented by this Non-Callable Class D Warrant Certificate, to purchase _________ shares of Common Stock (the "Shares"), herewith tenders payment for such Shares by cash, check or bank draft payable to the order of Antex Biologics Inc. in the amount of $______ and requests that certificates for such Shares be issued in the name of -------------------------------------------------------------------------------- (PLEASE PRINT NAME, ADDRESS AND SOCIAL SECURITY NUMBER) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- If the number of Shares to be purchased as indicated above is fewer than all of the Shares purchasable upon the exercise of the Non-Callable Class D Warrants evidenced by this Non-Callable Class D Warrant Certificate, the undersigned further requests that a new Non-Callable Class D Warrant Certificate of like tenor evidencing Non-Callable Class D Warrants to purchase the balance remaining of the Shares be registered in the name of the undersigned Holder (or his or her assignee as indicated below) and delivered to the address stated below, unless otherwise indicated by completion of the form of assignment below. DATED: ________________, 200_ SIGNATURE GUARANTEED: ------------------------------- 42 (Signature of Holder of Non-Callable Warrant or Assignee) ------------------------------------------- (Signature of Holder of Non-Callable Warrant or Assignee) NOTE: THE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS NON-CALLABLE CLASS D WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER, UNLESS THIS NON-CALLABLE CLASS D WARRANT CERTIFICATE HAS BEEN ASSIGNED, IN WHICH CASE THE SIGNATURE SHALL BE THE NAME OF THE ASSIGNEE INDICATED BELOW, AND MUST BE GUARANTEED BY A COMMERCIAL BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS. SIGNATURE GUARANTEED: ------------------------------------------- Address: ---------------------------------- ------------------------------------------- ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificatesigned only upon assignment of Non-Callable Class D Warrants) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers to -------------------------------------------------------------------------------- (NAME AND ADDRESS OF ASSIGNEE MUST BE PRINTED OR TYPEWRITTEN) -------------------------------------------------------------------------------- __________ of the Non-Callable Class D Warrants represented by the Non-Callable Class D Warrant Certificate, and hereby irrevocably constituting and appointing -------------------------------------------------------------------------------- as his or her lawful attorney to transfer said Non-Callable Class D Warrants on the books of the Company, with full power of substitution in the premises. DATED: ______________________________,200_ hereby sells, assigns and transfer unto ______________________________________ _________________________________________________________________________ (Please print name and address of transferee) Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- 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. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature ------------------------------------------- (Signature must conform to holder specified on Right Certificateof Holder) ------------------------------------------- (Signature Guaranteedof Holder) NOTE: Signature must be guaranteed by a member of firm of a registered national securities exchangeTHE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS NON-CALLABLE CLASS D WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A COMMERCIAL BANK, a member of the National Association of Securities DealersTRUST COMPANY, Inc., or a commercial bank or trust company having an office or correspondent in the United StatesSAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").D-6 44

Countersigned. as Rights Agent By By: --------------------------- Authorized Signature B-3 50 Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfer unto ______________________________________ _________________________________________________________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of bank, trust company, broker, dealer or other eligible institution participating in 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 Statesrecognized signature guarantee medallion program. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- ------------------------------ Signature -------------------------------------------------------------------------------- B-4 51 Form of Reverse Side of Right Certificate - -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION the Rights Agent: The undersigned hereby irrevocably elects to exercise-------------------- exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature Signatures must be guaranteed by a member of firm of bank, trust company, broker, dealer or other eligible institution participating in 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 Statesrecognized signature guarantee medallion program. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned beneficially owned by, and were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- ). ------------------------------ Signature B-5 Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. ------------------------------------------ EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10On January 23, 2000, 2004 the Board of Directors of American Homestar Corporation TRW Automotive Holdings Corp., a Delaware corporation (the "Company") ), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stockCommon Stock, par value $.05 0.01 per share, of the Company (the "Common Stock"). The dividend is payable on February 103, 2000 2004 to the stockholders of record as of the close of business on February 2, 2004 (the "Record Date") to the stockholders of record on that date). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B A Junior Participating Preferred Stock, par value $1.00 0.01 per share (the "Preferred Stock"), of the Company at a price of $30.00 115.00 per one one-thousandth of a share of Preferred Stock (as the same may be adjusted, the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of February 10January 23, 2000, 2004 (as the same may be amended from time to time (time, the "Rights Agreement"), between the Company and ChaseMellon Shareholder ServicesNational City Bank, L.L.C.a national banking association, as Rights Agent (the "Rights Agent"). Until the close of business on the earlier of (i) the tenth day after the first date of a public announcement that a person (other than an Exempted Entity (as defined below)) or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the shares of Common Stock then outstanding or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) after the date of commencement of, or the first public announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person (other than an Exempted Entity) or group of 15% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced by the shares of Common Stock represented by certificates for Common Stock outstanding as of the Record Date, together with a copy of the summary of rights disseminated in connection with the original dividend of Rights.

Countersigned. WILMINGTON TRUST COMPANY, as Rights Warrant Agent By --------------------------- ------------------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate Signatory A-18 FORM OF ASSIGNMENT ELECTION TO PURCHASE COMMON STOCK (To to be executed by only upon exercise of Warrants) NEW YORK COMMUNITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise Warrants at an Exercise Price of $ per Warrant to acquire the registered holder if such holder desires Exercise Amount (as determined pursuant to transfer the Right CertificateWarrant Agreement) FOR VALUE RECEIVED _______________________________ hereby sellsper Warrant of Common Stock of New York Community Bancorp, assigns Inc. on the terms and transfer unto ______________________________________ _________________________________________________________________________ (Please print name conditions specified within this Warrant Certificate and address of transferee) Rights represented by the Warrant Agreement therein referred to, surrenders this Right Certificate, together with Warrant Certificate and all right, title and interest therein, therein and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- 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. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies directs that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Common Stock (deliverable upon such exercise be registered or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued placed in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all at the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of address specified below and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Statesdelivered thereto. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, below must conform to correspond with the name as written upon the face of this Right the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed. In Date: ----------------- ---------------------------------------------------------------------- (Signature of Holder) ---------------------------------------------------------------------- (Street Address) ---------------------------------------------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: ---------------------------------------------------------------------- (Signature must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved guarantee medallion program pursuant to Units and Exchange Commission Rule 17Ad-5) Common Stock to be issued to: Please insert social security or identifying number: Name: --------------------------- Street Address: --------------------------- City, State and Zip Code: --------------------------- Any unexercised Warrants represented by the event Warrant Certificate to be issued to: Please insert social security or identifying number: Name: --------------------------- Street Address: --------------------------- City, State and Zip Code: --------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE This Global Unit shall represent 0 Warrants unless otherwise indicated below. The following increases or decreases in this Global Unit have been made: Number of Warrants Amount of decrease in Amount of increase in evidenced by this Number of Warrants Number of Warrants Global Unit following Signature of evidenced by the certification evidenced by the such authorized officer of Date Global Unit Global Unit decrease or increase Agent ------------------- --------------------- --------------------- --------------------- --------------------- EXHIBIT B INSTRUCTION TO DISREGARD REMARKETING Wilmington Trust Company, as Agent ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Re: Bifurcated Option Note Unit Units (BONUSES) ("Units") of New York --------- Community Bancorp, Inc. and New York Community Capital Trust V The undersigned Holder hereby advises you that it has elected NOT to participate in the Remarketing set forth below with respect to the corresponding number of Preferred Securities that are a component of Units of which the undersigned is the beneficial owner: Remarketing Settlement Date: ----------------------- Number of Preferred Securities NOT to Remarket: ----------------------- The notification to the Remarketing Agent to be sent by you on the Business Day immediately preceding the above Remarketing Date shall NOT include the aggregate number of Preferred Securities set forth above. Unless otherwise defined herein, terms defined in the Form Unit Agreement dated ___________, 2002 with New York Community Bancorp, Inc. and New York Community Capital Trust V are used herein as defined therein. This notice is being delivered pursuant to Section 5.1 of Assignment the Unit Agreement relating to the Units. Date: -------------------------------------- ---------------------------------------- Signature Signature Guarantee: ---------------------------------------- Please print name and address of Registered Holder: -------------------------------------- ---------------------------------------- Name Social Security or the Form of Election to Purchaseother Taxpayer Identification Number, if any Address -------------------------------------- -------------------------------------- -------------------------------------- EXHIBIT C NOTICE OF ELECTING REMARKETING HOLDER Wilmington Trust Company, as the case may beAgent ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, is not completed, such Assignment or Election to Purchase will not be honored▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").[Address] Attention:

Countersigned. as Rights Agent By --------------------------- Authorized Signature B-3 50 Form of ------------------------------ Title: [On Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfer unto ______________________________________ _________________________________________________________________________ (Please print name and address of transferee) Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- 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. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued ] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To AMERICAN HOMESTAR CORPORATION To: BRILLIANT DIGITAL ENTERTAINMENT, INC. The undersigned hereby irrevocably elects to exercise-------------------- exercise --------------- Rights represented by this Right Certificate to purchase the shares one one-hundredth (1/100th) of a share of Preferred Stock (or other securities or property) issuable upon the exercise of the Rights (or such Rights other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares of Preferred Stock (or such other securities) securities be issued in the name ofof and delivered to: -------------------------------------------------------------------------------- Please insert social security or other identifying number ----------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- ----------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- ----------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature ----------------------------------------------------------------- OPTIONAL ELECTION TO EXERCISE WITHOUT PAYMENT OF CASH: hundredth (Signature must conform to holder specified on Right Certificate1/100th) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock or other securities having a value (as determined pursuant to the "Rights Agreement) equal to the difference between (i) the value of the Preferred Stock or other securities that would have been issuable upon exercise thereof upon payment of the Purchase Price as provided in the Rights Agreement, and (ii) the amount of such Purchase Price"). Dated: --------------------, subject to adjustment. ---- ------------------------------ Signature Signature Guaranteed: CERTIFICATE ----------- The description and terms of undersigned hereby certifies by checking the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").appropriate boxes that:

Countersigned. By ---------------------------------- Authorized Signatory of STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Rights Agent By --------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate FORM OF Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________________ hereby sells, assigns and transfer unto Please insert social security or other identifying number of assignee ____________________________________________________________________________ ____________________________________________________________________________ (Please print or typewrite name and address including postal zip code of transfereeassignee) Rights represented by this Right Certificate, together Certificate evidencing a Percentage Interest in certain distributions with all right, title respect to the Trust Fund and hereby authorizes the transfer of registration of such interest therein, to assignee on the Certificate Register of said Trust Fund. I (we) further direct the Certificate Registrar to issue a new Certificate of like Class and does hereby irrevocably constitute and appoint AttorneyPercentage Interest, to transfer said Rights the above named assignee and deliver such Certificate to the following address: _________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature by or on the books behalf of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- Signature assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a member firm bank, trust company or broker of a registered national securities exchange, the signatory who is a member of the National Association of Securities Dealersa signature guarantee medallion program. THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, Inc.AS AMENDED (THE "SECURITIES ACT"), or a commercial bank or trust company having an office or correspondent in the United StatesOR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY LAWS. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE. --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM PRINCIPAL IN RESPECT OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE AGREEMENT. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RIGHTS OWNED RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON WHO BECOMES AN ACQUIRING PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class B3 Initial Class B3 Certificate Principal Balance: $253,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.250% Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: CUSIP: 36157N MK 7 October 25, 2000 THIS CERTIFIES THAT __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (AS DEFINED IN THE RIGHTS AGREEMENTobtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class B3 Certificates, both as specified above) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares in certain distributions with respect to the Trust Fund, consisting primarily of Preferred Stock Effective February 10a pool (the "Pool") of conventional, 2000fixed rate, one- to four-family mortgage loans (the Board "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of Directors the State of American Homestar Corporation New Jersey (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C.State Street Bank and Trust Company, as Rights Agent trustee (the "Rights AgentTrustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 66% of all the Voting Rights as defined in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Any transferee of a beneficial interest in any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in the paragraph above unless the Trustee and the Company have received an opinion of counsel referred to in the paragraph above. Notwithstanding anything else to the contrary herein, any purported transfer of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Company to repurchase all the Mortgage Loans and property in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Countersigned. AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Warrant Agent By --------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate Officer SUBSCRIPTION FORM OF ASSIGNMENT (To be executed Be Executed by the registered holder if such holder desires Registered Holder in Order to transfer the Right Certificate) FOR VALUE RECEIVED ________________________Exercise Warrants The undersigned Registered Holder hereby irrevocably elects to exercise _______ hereby sells, assigns and transfer unto ______________________________________ _________________________________________________________________________ (Please print name and address of transferee) Rights Class A Warrants represented by this Right Warrant Certificate, together with all right, title and interest thereinto purchase the securities issuable upon the exercise of such Class A Warrants, and does hereby irrevocably constitute requests that certificates for such securities shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and appoint Attorneyaddress] and be delivered to ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address] and if such number of Class A Warrants shall not be all the Class A Warrants evidenced by this Warrant Certificate, to transfer said Rights on that a new Class A Warrant Certificate for the books balance of such Class A Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below. The undersigned represents that the exercise of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- Signature Signature Guaranteed: Signatures must be guaranteed Class A Warrants evidenced hereby was solicited by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc.Inc. If not A-4 27 solicited by an NASD member, or a commercial bank or trust company having an office or correspondent please write "unsolicited" in the United Statesspace below. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced Unless otherwise indicated by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in listing the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must another NASD member firm, it will be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies assumed that the Rights evidenced exercise was solicited by this Right Certificate are not Beneficially Owned byD.H. ▇▇▇▇▇ ▇▇▇estment Banking Corp. or D.H. ▇▇▇▇▇ & ▇o., and were not acquired by the undersigned fromInc. ------------------------------------ (Name of NASD Member) Dated: X --------------------------- ------------------- ------------------------------------ ------------------------------------ Address ------------------------------------ Taxpayer Identification Number ------------------------------------ Signature Guaranteed ------------------------------------ THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to PurchaseWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN AND MUST BE GUARANTEED BY A MEMBER OF THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent")MEDALLION STAMP PROGRAM.

Countersigned. as Rights Warrant Agent By --------------------------- ------------------------------ Authorized Signature B-3 50 Form of Reverse Side of Right Certificate Officer [FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ________________________REVERSE OF WARRANT CERTIFICATE] [TRANSFER FEE: $_______ PER CERTIFICATE ISSUED] SUBSCRIPTION FORM To Be Executed by the Registered Holder in Order to Exercise Warrants The undersigned Registered Holder hereby sells, assigns and transfer unto _______________________________irrevocably elects to exercise _______ _________________________________________________________________________ (Please print name and address of transferee) Rights Warrants represented by this Right Warrant Certificate, together with all right, title and interest thereinto purchase the securities issuable upon the exercise of such Warrants, and does hereby irrevocably constitute requests that certificates for such securities shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ----------------------------- ----------------------------- ----------------------------- ----------------------------- [please print or type name and appoint Attorneyaddress] and be delivered to ----------------------------- ----------------------------- ----------------------------- ----------------------------- [please print or type name and address] and if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, to transfer said Rights on that a new Warrant Certificate for the books balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below. The undersigned represents that the exercise of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- Signature Signature Guaranteed: Signatures must be guaranteed Warrants evidenced hereby was solicited by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc.Inc. If not solicited by an NASD member, or a commercial bank or trust company having an office or correspondent please write "unsolicited" in the United Statesspace below. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced Unless otherwise indicated by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in listing the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must another NASD member firm, it will be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies assumed that the Rights evidenced exercise was solicited by this Right Certificate are not Beneficially Owned byRoyce Investment Group, and were not acquired by the undersigned fromInc. ------------------------------------ (Name of NASD Member) Dated: X ------------- ---------------------------------- ------------------------------------ ------------------------------------ Address ------------------------------------ Taxpayer Identification Number ------------------------------------ Signature Guaranteed ------------------------------------ THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to PurchaseWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN AND MUST BE GUARANTEED BY A MEMBER OF THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent")MEDALLION STAMP PROGRAM.

Countersigned. By ---------------------------------- Authorized Signatory of STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Rights Agent By --------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate FORM OF Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________________ hereby sells, assigns and transfer unto Please insert social security or other identifying number of assignee ____________________________________________________________________________ ____________________________________________________________________________ (Please print or typewrite name and address including postal zip code of transfereeassignee) Rights represented by this Right Certificate, together Certificate evidencing a Percentage Interest in certain distributions with all right, title respect to the Trust Fund and hereby authorizes the transfer of registration of such interest therein, to assignee on the Certificate Register of said Trust Fund. I (we) further direct the Certificate Registrar to issue a new Certificate of like Class and does hereby irrevocably constitute and appoint AttorneyPercentage Interest, to transfer said Rights the above named assignee and deliver such Certificate to the following address: _________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature by or on the books behalf of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- Signature assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a member firm bank, trust company or broker of a registered national securities exchange, the signatory who is 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 Statessignature guarantee medallion program. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM PRINCIPAL IN RESPECT OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE RIGHTS AGREEMENTAGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, RIGHTS OWNED THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON WHO BECOMES AN ACQUIRING PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class PO Initial Class PO Certificate Principal Balance: $916,238.06 Certificate Interest Initial Certificate Principal Rate per annum: Balance of this Certificate: non-interest bearing $ Cut-off Date: September 1, 2000 First Distribution Date: October 25, 2000 THIS CERTIFIES THAT ______________________ is the registered owner of the Percentage Interest evidenced by this Certificate (AS DEFINED IN THE RIGHTS AGREEMENTobtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class PO Certificates, both as specified above) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares in certain distributions with respect to the Trust Fund, consisting primarily of Preferred Stock Effective February 10a pool (the "Pool") of conventional, 2000fixed rate, one- to four-family mortgage loans (the Board "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of Directors the State of American Homestar Corporation New Jersey (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C.State Street Bank and Trust Company, as Rights Agent trustee (the "Rights AgentTrustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 66% of all the Voting Rights as defined in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Except for certain transfers by the Company as set forth in the Agreement, no transfer of any Class PO Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class PO Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Notwithstanding anything else to the contrary herein, any purported transfer of a Class PO Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Company to repurchase all the Mortgage Loans and property in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Countersigned. By ---------------------------------- Authorized Signatory of STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Rights Agent By --------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate FORM OF Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________________ hereby sells, assigns and transfer unto Please insert social security or other identifying number of assignee ____________________________________________________________________________ ____________________________________________________________________________ (Please print or typewrite name and address including postal zip code of transfereeassignee) Rights represented by this Right Certificate, together Certificate evidencing a Percentage Interest in certain distributions with all right, title respect to the Trust Fund and hereby authorizes the transfer of registration of such interest therein, to assignee on the Certificate Register of said Trust Fund. I (we) further direct the Certificate Registrar to issue a new Certificate of like Class and does hereby irrevocably constitute and appoint AttorneyPercentage Interest, to transfer said Rights the above named assignee and deliver such Certificate to the following address: _________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature by or on the books behalf of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- Signature assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a member firm bank, trust company or broker of a registered national securities exchange, the signatory who is 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 Statessignature guarantee medallion program. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN. --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM PRINCIPAL IN RESPECT OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE AGREEMENT. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RIGHTS OWNED RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON WHO BECOMES AN ACQUIRING PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class B1 Initial Class B1 Certificate Principal Balance: $506,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.250% Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: CUSIP: 36157N ME 1 October 25, 2000 THIS CERTIFIES THAT ______________________ is the registered owner of the Percentage Interest evidenced by this Certificate (AS DEFINED IN THE RIGHTS AGREEMENTobtained by dividing the initial Certificate Principal Balance of this Certificate by the aggregate initial Certificate Principal Balance of all Class B1 Certificates, both as specified above) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares in certain distributions with respect to the Trust Fund, consisting primarily of Preferred Stock Effective February 10a pool (the "Pool") of conventional, 2000fixed rate, one- to four-family mortgage loans (the Board "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of Directors the State of American Homestar Corporation New Jersey (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C.State Street Bank and Trust Company, as Rights Agent trustee (the "Rights AgentTrustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 66% of all the Voting Rights as defined in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Any transferee of a beneficial interest in any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in the paragraph above unless the Trustee and the Company have received an opinion of counsel referred to in the paragraph above. Notwithstanding anything else to the contrary herein, any purported transfer of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Company to repurchase all the Mortgage Loans and property in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Countersigned. AMERICAN STOCK TRANSFER & ANTEX BIOLOGICS INC. TRUST COMPANY as Rights Warrant Agent By --------------------------- By: By: ------------------------------ ---------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate President By: ---------------------------- Secretary C-3 34 FORM OF ASSIGNMENT (To be executed REVERSE OF NON-CALLABLE CLASS C WARRANT CERTIFICATE ANTEX BIOLOGICS INC. NON-CALLABLE CLASS C WARRANT PURCHASE FORM Mailing Address: --------------------------- --------------------------- --------------------------- The undersigned Holder hereby irrevocably elects to exercise the right, represented by the registered holder if such holder desires this Non-Callable Class C Warrant Certificate, to transfer the Right Certificate) FOR VALUE RECEIVED ______________________purchase _________ hereby sellsshares of Common Stock (the "Shares"), assigns and transfer unto herewith tenders payment for such Shares by cash, check or bank draft payable to the order of Antex Biologics Inc. in the amount of $__________________________ and requests that certificates for such Shares be issued in the name of -------------------------------------------------------------------------------- (PLEASE PRINT NAME, ADDRESS AND SOCIAL SECURITY NUMBER) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- If the number of Shares to be purchased as indicated above is fewer than all of the Shares purchasable upon the exercise of the Non-Callable Class C Warrants evidenced by this Non-Callable Class C Warrant Certificate, the undersigned further requests that a new Non-Callable Class C Warrant Certificate of like tenor evidencing Non-Callable Class C Warrants to purchase the balance remaining of the Shares be registered in the name of the undersigned Holder (or his or her assignee as indicated below) and delivered to the address stated below, unless otherwise indicated by completion of the form of assignment below. DATED: _____________ __, 200_______________________________________________________________________ (Please print name and address of transferee) Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- 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. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").

Countersigned. By ---------------------------------- Authorized Signatory of STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Rights Agent By --------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate FORM OF Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________________ hereby sells, assigns and transfer unto Please insert social security or other identifying number of assignee ____________________________________________________________________________ ____________________________________________________________________________ (Please print or typewrite name and address including postal zip code of transfereeassignee) Rights represented by this Right Certificate, together Certificate evidencing a Percentage Interest in certain distributions with all right, title respect to the Trust Fund and hereby authorizes the transfer of registration of such interest therein, to assignee on the Certificate Register of said Trust Fund. I (we) further direct the Certificate Registrar to issue a new Certificate of like Class and does hereby irrevocably constitute and appoint AttorneyPercentage Interest, to transfer said Rights the above named assignee and deliver such Certificate to the following address: _________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature by or on the books behalf of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- Signature assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a member firm bank, trust company or broker of a registered national securities exchange, the signatory who is a member of the National Association of Securities Dealersa signature guarantee medallion program. PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON THE CLASS S NOTIONAL PRINCIPAL BALANCE, Inc.WHICH, or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned byAS OF ANY DISTRIBUTION DATE, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM IS EQUAL TO THE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET FORTH IN THE RIGHTS AGREEMENTAGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, RIGHTS OWNED THE NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON WHO BECOMES AN ACQUIRING PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class S Initial Class S Notional Principal Balance: $109,670,603.18 Certificate Interest Initial Notional Rate per annum: variable Principal Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: October 25, 2000 THIS CERTIFIES THAT ______________________ is the registered owner of the Percentage Interest evidenced by this Certificate (AS DEFINED IN THE RIGHTS AGREEMENTobtained by dividing the initial Notional Principal Balance of this Certificate by the aggregate initial Notional Principal Balance of all Class S Certificates, both as specified above) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares in certain distributions with respect to the Trust Fund, consisting primarily of Preferred Stock Effective February 10a pool (the "Pool") of conventional, 2000fixed rate, one- to four-family mortgage loans (the Board "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of Directors the State of American Homestar Corporation New Jersey (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C.State Street Bank and Trust Company, as Rights Agent trustee (the "Rights AgentTrustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. This Class S Certificate will not be entitled to distributions in respect of principal. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not less than 66% of all the Voting Rights as defined in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Except for certain transfers by the Company as set forth in the Agreement, no transfer of any Class S Certificate which is in the form of a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (ii) an opinion of counsel satisfactory to the Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Trustee has rendered an opinion to the effect that the purchase and holding of a Class S Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Notwithstanding anything else to the contrary herein, any purported transfer of a Class S Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any Monthly Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition of all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Company to repurchase all the Mortgage Loans and property in respect of Mortgage Loans is subject to the Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Countersigned. AMERICAN STOCK TRANSFER & ANTEX BIOLOGICS INC. TRUST COMPANY as Rights Warrant Agent By --------------------------- By: By: ---------------------------- -------------------------- Authorized Signature President By: -------------------------- Secretary B-3 50 Form of Reverse Side of Right Certificate 27 FORM OF REVERSE OF CALLABLE CLASS B WARRANT CERTIFICATE ANTEX BIOLOGICS INC. CALLABLE CLASS B WARRANT PURCHASE FORM Mailing Address: --------------------------- --------------------------- --------------------------- The undersigned Holder hereby irrevocably elects to exercise the right, represented by this Callable Class B Warrant Certificate, to purchase _________ shares of Common Stock (the "Shares"), herewith tenders payment for such Shares by cash, check or bank draft payable to the order of Antex Biologics Inc. in the amount of $______ and requests that certificates for such Shares be issued in the name of -------------------------------------------------------------------------------- (PLEASE PRINT NAME, ADDRESS AND SOCIAL SECURITY NUMBER) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- If the number of Shares to be purchased as indicated above is fewer than all of the Shares purchasable upon the exercise of the Callable Class B Warrants evidenced by this Callable Class B Warrant Certificate, the undersigned further requests that a new Callable Class B Warrant Certificate of like tenor evidencing Callable Class B Warrants to purchase the balance remaining of the Shares be registered in the name of the undersigned Holder (or his or her assignee as indicated below) and delivered to the address stated below, unless otherwise indicated by completion of the form of assignment below. DATED: _____________ __, 200_ SIGNATURE GUARANTEED: B-4 28 ------------------------------------------- (Signature of Holder of Callable Warrant or Assignee) ------------------------------------------- (Signature of Holder of Callable Warrant or Assignee) NOTE: THE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS CALLABLE CLASS B WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER, UNLESS THIS CALLABLE CLASS B WARRANT CERTIFICATE HAS BEEN ASSIGNED, IN WHICH CASE THE SIGNATURE SHALL BE THE NAME OF THE ASSIGNEE INDICATED BELOW, AND MUST BE GUARANTEED BY A COMMERCIAL BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS. SIGNATURE GUARANTEED: ------------------------------------------- Address: ------------------------------------------- ------------------------------------------- ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificatesigned only upon assignment of Callable Class B Warrants) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers to -------------------------------------------------------------------------------- (NAME AND ADDRESS OF ASSIGNEE MUST BE PRINTED OR TYPEWRITTEN) -------------------------------------------------------------------------------- __________ of the Callable Class B Warrants represented by the Callable Class B Warrant Certificate, and hereby irrevocably constituting and appointing -------------------------------------------------------------------------------- as his or her lawful attorney to transfer said Callable Class B Warrants on the books of the Company, with full power of substitution in the premises. DATED: ______________________________,200_ hereby sells, assigns and transfer unto ______________________________________ _________________________________________________________________________ (Please print name and address of transferee) Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- 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. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature ------------------------------------------- (Signature must conform to holder specified on Right Certificateof Holder) ------------------------------------------- (Signature Guaranteedof Holder) NOTE: Signature must be guaranteed by a member of firm of a registered national securities exchangeTHE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS CALLABLE CLASS B WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A COMMERCIAL BANK, a member of the National Association of Securities DealersTRUST COMPANY, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN SAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY B-6 30 NATIONAL ASSOCIATION OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent")SECURITIES DEALERS.

Countersigned. [-------------------------] --------------------------- as Rights Agent By --------------------------- ------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________ hereby sells, assigns and transfer unto transfers unto______________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, 20_. ----------------------------- Signature Guaranteed: Signature [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE, CONTINUED] CERTIFICATE OF ASSIGNMENT The undersigned hereby certifies by checking the appropriate boxes that: (1) this Right Certificate _____ are/ _____ are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate _____ are/ _____ are not being sold, assigned and transferred to a Person who is an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a nominee of any such Acquiring Person, Affiliate or Associate. Dated: ____________, 20__ ---------------------------- Signature Signature Guaranteed: NOTICE THE SIGNATURES TO THE FOREGOING ASSIGNMENT AND CERTIFICATE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS RIGHT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: Patriot National Bancorp, Inc. The undersigned hereby irrevocably elects to exercise ___________________ Rights represented by this Right Certificate to purchase the shares at Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number: ____________________ ________________________________________________________________________________ (Please print name and address of transferee) Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- 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. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- number: ____________________ ________________________________________________________________________________ (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Dated: _________________, 20__. --------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) CERTIFICATE FOR ELECTION TO PURCHASE The undersigned hereby certifies that by checking the appropriate boxes that: (1) the Rights evidenced by this Right Certificate ____ are/ ____ are not Beneficially Owned by, and were not acquired being exercised by the undersigned from, or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof of any such Acquiring Person (as such terms are defined in the Rights Agreement); (2) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform after due inquiry and to the name as written upon best knowledge of the face of undersigned, it _____ did/ ______ did not acquire the Rights evidenced by this Right Certificate in every particularfrom any Person who is, without alteration was or enlargement subsequently became an Acquiring Person or any change whatsoever. In the event the certification set forth above in the Form an Affiliate or Associate of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent")an Acquiring Person.

Countersigned. as Rights Warrant Agent By --------------------------- By: ------------------------------------- Authorized Signature B-3 50 Form of Reverse Side of Right Certificate Officer [FORM OF ASSIGNMENT (REVERSE OF WARRANT CERTIFICATE] TRANSFER FEE: $___ PER CERTIFICATE ISSUED SUBSCRIPTION FORM To be executed Be Executed by the registered holder if such holder desires Registered Holder in Order to transfer the Right Certificate) FOR VALUE RECEIVED ______________________Exercise Warrants The undersigned Registered Holder hereby irrevocably elects to exercise_________ hereby sells, assigns and transfer unto ______________________________________ _________________________________________________________________________ (Please print name and address of transferee) Rights Warrants represented by this Right Warrant Certificate, together with all right, title and interest thereinto purchase the securities issuable upon the exercise of such Warrants, and does hereby irrevocably constitute requests that certificates for such securities shall be issued in the name of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and appoint Attorneyaddress] and be delivered to ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address] and if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, to transfer said Rights on that a new Warrant Certificate for the books balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below. The undersigned represents that the exercise of the within-named Company, with full power of substitution. Dated: --------------------- --------------------- Signature Signature Guaranteed: Signatures must be guaranteed Warrants evidenced hereby was solicited by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc.Inc. If not solicited by an NASD member, or a commercial bank or trust company having an office or correspondent please write "unsolicited" in the United Statesspace below. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced Unless otherwise indicated by this Right Certificate are not Beneficially Owned by, were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature B-4 51 Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in listing the name of and delivery to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must another NASD member firm, it will be guaranteed by a member of 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 Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned certifies assumed that the Rights evidenced exercise was solicited by this Right Certificate are not Beneficially Owned byFine Equities, and were not acquired by the undersigned fromInc. ------------------------------------ (Name of NASD Member) Dated: X ----------------------------- ----------------------------- ----------------------------- Address ----------------------------- Taxpayer Identification Number ----------------------------- Signature Guaranteed ----------------------------- THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to PurchaseWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN AND MUST BE GUARANTEED BY A MEMBER OF THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent")MEDALLION STAMP PROGRAM.