Common use of Event Clause in Contracts

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) or Board, and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are also available upon written request to the Rights Agent or the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as defined in the Rights Agreement and as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of under the outstanding shares of Common Stock circumstances described in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement. The Company may (but shall is not be required to) to issue fractional shares of Preferred Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or dividends, subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Shares Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (shareholders except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon Upon surrender at the principal an office or offices of the Rights Agent designated for such purposepurpose and subject to the terms and conditions set forth in the Rights Agreement, any Rights Certificate or Certificates may be transferred or exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Rights as the Rights evidenced by the Rights Certificate or Certificates surrendered. Subject to the provisions of the Rights Certificates surrendered shall have entitled Agreement, the Board of Directors of the Company may, at its option at any time prior to (i) the close of business on the tenth day after the Share Acquisition Date (or such holder later date as a majority of the Continuing Directors may designate prior to purchasesuch time as the Rights are no longer redeemable) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, hereof nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, hereof as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders holder of the Rights CertificatesCertificate, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company as set forth in the Rights Agreement and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest close of business on the Close earlier of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreementdate on which a Section 11(a)(ii) or Event occurs and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one oneone hundred-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, 19__ ATTEST: OMI CORPORATION

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Corporation and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the tenth Business Day (10th) day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveIn addition, under certain circumstances, the Company's right of redemption Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of exchanged by the outstanding Corporation, in whole or in part, for shares of Common Stock in a transaction or series shares of transactions Preferred Stock of the Corporation having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights that are not involving subject to such exchange) will terminate and the Company and there are no other Acquiring PersonsRights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of shares one two-hundredths of a share of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the Companyprincipal executive offices of the Company and the principal office or offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock or other securities as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior (subject to adjustment as provided in the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Shareholder Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personscash. The Company may (but shall not be required to) to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one onetwo-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, which may, the Company will pay to the registered holders of Right Certificates at the election time such Rights are exercised an amount in cash equal to the same fraction of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, current market value of one share of Preferred Stock as provided defined in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% (or, in the case of the Grandfathered Stockholder, 25% or less) of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined Events. In certain circumstances described in the Rights Agreement), the Rights evidenced hereby may entitle the holder hereof to purchase capital stock of an entity other than the Company or receive cash or other assets, all as prescribed in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths 1/1,000s of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, the expiration Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth 1/1,000 of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ---------------

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Marathon Rights evidenced by this Marathon Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Marathon Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Marathon Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Marathon Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent designated for such purpose and are also available upon written request to the CompanyRights Agent. This Marathon Rights Certificate, with or without other Marathon Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Marathon Rights Certificate or Marathon Rights Certificates of like tenor and date evidencing Marathon Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Marathon Rights evidenced by the Marathon Rights Certificate or Marathon Rights Certificates surrendered shall have entitled such holder to purchase. If this Marathon Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Marathon Rights Certificate or Marathon Rights Certificates for the number of whole Marathon Rights not exercised. Subject to the provisions of the Rights Agreement, the Marathon Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Marathon Right (payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as set forth in the Rights Agreement) (the "Redemption Price") at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Marathon Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveVoting Stock, or shares of preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Marathon Rights (other than Marathon Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Marathon Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Marathon Right or Marathon Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Marathon Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Marathon Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Marathon Right or Marathon Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Marathon Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________ , ___________ ATTEST: USX CORPORATION ______________________________ By ___________________________ Secretary Title Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By _________________________ Authorized Signature [Form of Reverse Side of Marathon Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Marathon Rights Certificate) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto _________________________________________ ____________________________________________________________________ (Please print name and address of transferee) this Marathon Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________, Attorney, to transfer the within Marathon Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, _____ ___________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders holder of the Rights CertificatesCertificate, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent as set forth in the Rights Agreement and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreementdate on which a Section 11(a)(ii) or Event occurs and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 19__ ATTEST: NUI CORPORATION __________________________ By_____________________ Name: Name: Title: Title: Countersigned: MELLON SECURITIES TRUST COMPANY By___________________________ Name: Title:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Common Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right (subject to adjustment as provided in the Rights Agreement) at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may Continuing Directors. No fractional Common Shares will be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , . ---------- ---- ATTEST BETZDEARBORN INC. By: ---------------------------- Secretary Chairman of the Board and Chief Executive Officer Countersigned American Stock Transfer & Trust Company By: --------------------------------- Title: -3- (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which Common Shares that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day fifteenth day following the Stock Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock Shares in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not No fractional Common Shares will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which Common Shares that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ---------------------- ----- ATTEST: KANEB SERVICES LLC By ----------------------------------- -------------------------- Secretary Name: Title:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, at any time prior to the earliest time any Person becomes an Acquiring Person. The redemption price shall be payable, at the election of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced Company, in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series such other consideration as the Board of transactions not involving Directors may deem appropriate. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company and there are no other at its option for one share of Common Stock (subject to adjustment for any stock split, stock dividend or similar transaction), at any time after any Person becomes an Acquiring PersonsPerson. The Company may (but shall is not be required to) to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). In lieu thereof, and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ATTEST: TRANSFINANCIAL HOLDINGS, INC. By: Secretary Name: Title: Countersigned: UMB BANK, N.A., as Rights Agent By: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. Dated: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad- 15. Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral- multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest or may be exchanged, in whole or in part, for shares of the Close Common Stock, or shares of Business on (i) preferred stock of the tenth Business Day following Company having essentially the Stock Acquisition Date (same value or economic rights as such time period may be extended pursuant to shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement(other than Rights which are not subject to such exchange) or (ii) will terminate and the Final Expiration DateRights will only enable holders to receive the shares issuable upon such exchange. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.Rights

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares one one-hundredths of a Preferred Stock Share or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the Companyprincipal executive offices of the Corporation and the principal office or offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares or other securities as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Corporation at a redemption price of $0.01 .01 per Right at any time prior (subject to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (adjustment as such time period may be extended pursuant to provided in the Rights Agreement) payable in Common Shares or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personscash. The Company may (but Corporation shall not be required to) to issue fractions of Rights or to distribute Right Certificates which evidence fractional shares Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Rights Agreement. The Corporation will not be required to issue fractions of Preferred Stock upon the exercise of any Right or Rights evidenced hereby Shares (other than fractions which are one one-hundredths or integral multiples of one one-hundredth of a share Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred StockShares (other than fractions which are one one-hundredths or integral multiples of one one-hundredth of a Preferred Share). In lieu of fractional Preferred Shares other than fractions that are multiples of one one-hundredth of a Share, which may, the Corporation will pay to the registered holders of Right Certificates at the election time such Rights are exercised an amount in cash equal to the same fraction of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, current market value of one Preferred Share as provided defined in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right payable, at the election of the Company, in cash, Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of_________ __, 19__ ATTEST: GREAT LAKES CHEMICAL CORPORATION ___________________________ By______________________________ Secretary Title: Countersigned: ▇▇▇▇▇▇ TRUST COMPANY OF NEW YORK, as Rights Agent By_________________________ Authorized Signature

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one- hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ____ ATTEST: CELL PATHWAYS, INC. _____________________ By__________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY By____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto________________________ (Please print name and address of transferee) ---------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ _____________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _______________, _____ ___________________ Signature Signature Guaranteed: NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights 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 Rights Certificate.) To: CELL PATHWAYS, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred 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) --------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number --------------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------------- --------------------------------------------------------------------------- Dated: _______________, _____ _________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: ______________, _____ ________________________ Signature Signature Guaranteed: NOTICE The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 3, 1998, the Board of Directors of Cell Pathways, Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on December 15, 1998 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") at a Purchase Price of $90 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Registrar and Transfer Company, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company or certain inadvertent actions by institutional or certain other stockholders or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (New York City time) on December 14, 2008, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate to and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $90 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $180 worth of Common Stock (or other consideration, as noted above) for $90. Assuming that the Common Stock had a per share value of $15 at such time, the holder of each valid Right would be entitled to purchase 12 shares of Common Stock for $90. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one- hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to sh

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period Directors), or may be extended pursuant to the Rights Agreement) exchanged, in whole or (ii) the Final Expiration Datein part, for Common Stock. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: Ryan's Restaurant Group, Inc. By: By: --------------------------- ----------------------------- Secretary [President] Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent ------------------------------------ Title [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto _________________________________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------------------- ------------------------------- Signature Signature Guaranteed:____________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the above-mentioned office of the Rights Agent and at the principal office of the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal stock transfer office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date (as such terms are defined in the Rights Agreement). In addition, under certain circumstances following the Stock Acquisition Date. After , the expiration Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock (other than fractions which are integral multiples of the fraction of a share for which a Right is then exercisable) will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Attest: NORFOLK SOUTHERN CORPORATION By: ------------------------------ ------------------------------ Secretary Title: Countersigned: THE BANK OF NEW YORK By: --------------------------- Authorized Signatory Date: ------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney to transfer the within Right Certificate on the books of the within-named Rights Agent, with full power of substitution. Dated: ___________, ____ ____________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ____ ATTEST: By Secretary Title: Countersigned: By Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________, ____ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement); after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: ________________, ____ Signature NOTICE The signatures to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificates.) To: QUESTAR CORPORATION: The undersigned hereby irrevocably elects to exercise _________ Rights represented by this Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of: (Please print name and address) Please insert social security or other identifying number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Please print name and address) Please insert social security or other identifying number: Date: __________, ____ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement); after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: __________, ____ Signature NOTICE The signatures to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Exhibit B SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On February 13 1996, the Board of Directors of Questar Corporation, a Utah corporation (the "Company"), declared a dividend distribution of one Right for each outstanding share of common stock, without par value (the "Common Stock"), of the Company to stockholders of record at the close of business on March 25, 1996 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one share of Common Stock at a price of $175 (the "Purchase Price"), subject to adjustment in certain circumstances. The Purchase Price shall be paid in cash. The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 13, 1996 (the "Rights Agreement"), between the Company and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent. Initially, the Rights will be attached to the certificates representing outstanding shares of Common Stock, and no separate certificates evidencing the Rights (the "Rights Certificates") will be distributed. Until the earlier to occur of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten (10) business days (or such later date as the Board of Directors may determine) following the commencement of (or public announcement of the intent to commence) a tender offer or exchange offer by any person or group if upon consummation thereof, such person or group would be the beneficial owner of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with Common Stock certificates. From the Record Date until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued upon transfer or new issuance of the Common Stock will contain a legend incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the transfer of any certificate for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, Right Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 25, 2006, unless earlier redeemed by the Company as described below. In the event that (i) the Company is the,surviving corporation in a merger or consolidation with an Acquiring Person and the Common Stock is not changed or exchanged, or (ii) a person or group (other than the Company and its affiliates) becomes the beneficial owner of more than 15% of the then outstanding shares of Common Stock (except pursuant to a cash tender offer for all outstanding shares of Common Stock at a price and on terms which a majority of the Continuing Directors (as defined below) determine to be fair to, and in the best interests of, the Company and its stockholders, other than such person, its affiliates and associates), the Rights Agreement provides that proper provision shall be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two (2) times the exercise price of the Right. However, Rights are not exercisable following the occurrence of either of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, any Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person shall immediately become null and void. In the event that following the Distribution Date, (i) the Company engages in a merger or consolidation in which the Company is not the surviving corporation, (ii) the Company engages in a merger or consolidation with another person in which the Company is the surviving corporation, but in which all or part of its Common Stock is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, the Rights Agreement provides that proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof, common stock of the acquiring company having a value equal to two (2) times the exercise price of the Right. Notwithstanding the foregoing, no adjustment to the Rights shall be made if, among other things, such transaction is consummated with a Person who acquired shares of Common Stock pursuant to a cash tender offer approved by a majority of the Continuing Directors as referred to in the preceding paragraph and if the price offered in such transaction is not less than the price paid pursuant to such offer. The events set forth in this paragraph and in the preceding paragraph are referred to as the "Triggering Events."

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and the date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Shares Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (shareholders except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or any Person first becomes an Acquiring Person, and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, and the Company's right Purchase Price per share set forth above, are the number and Purchase Price as of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of __________________________, based upon the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, as constituted at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agentsuch date.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Right Agreement. Copies of the Rights Agreement are available upon written request to on file at the Companyprincipal executive offices of the Company and the above-mentioned offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at its option at a redemption price of $0.01 .0001 per Right Right, payable in shares of Common Stock, cash or any other form of consideration deemed appropriate by the Board of Directors at any time prior to the earliest earlier of (i) the Close of Business on (i) the tenth Business Day calendar day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) Record Date, the Close of Business on the tenth calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date. After In addition, the expiration of the redemption period referenced in clause (i) above, Rights may be exchanged at the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding option, in whole or in part, for shares of Common Stock in a transaction the manner provided in the Rights Agreement, or series shares of transactions not involving preferred stock of the Company having substantially the same value and there economic rights as such shares. Immediately upon the action of a majority of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are no other Acquiring Personsnot subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 2002 PHARMACOPEIA, INC. By Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Authorized Signature FOR VALUE RECEIVED, hereby sells, assigns and transfers unto: this Right Certificate, together with all right, title and interest herein, 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. Signature Signature Guaranteed: _____________________ Signatures must be guaranteed by a member firm of a registered United States 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. The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced exchanged in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding whole or in part for shares of Common Stock in a transaction or series other securities of transactions not involving the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights will terminate and there are no other Acquiring Personsthe only right of the holders of Rights will be to receive the redemption price. The Company may (but shall not be required to) issue No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, ▇▇__

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earliest Board of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period Directors), or may be extended pursuant to the Rights Agreement) exchanged, in whole or (ii) the Final Expiration Datein part, for Common Stock. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20__. ATTEST: DELTA WOODSIDE INDUSTRIES, Inc. By:________________________ By:________________________ Secretary President Countersigned: FIRST UNION NATIONAL BANK as Rights Agent By: _______________________________ Title: ____________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________ 20___ ______________________________ Signature Signature Guaranteed:____________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Preference Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Preference Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After The foregoing notwithstanding, the expiration Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board as a result of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsproxy contest. The Company may (but shall not be required to) issue No fractional shares of Preferred Preference Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preference Stock be issued, fractions which are integral multiples of one one-one- hundredth of a share of Preferred Preference Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Preference Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________ ATTEST: HONEYWELL INC. By Secretary Title: Countersigned: CHEMICAL MELLON SHAREHOLDER SERVICES L.L.C. By Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration Expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The In addition, the Company may redeem the Right's after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company which the majority of "Continuing Directors" (but shall not be required toas defined in the Rights Agreement) issue concurs is in the best interest of stockholders. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officer of the Company and its corporate seal. Dated as of _____________________, 1996 ATTEST: MATRIA HEALTHCARE, INC. ______________________________ By:_________________________ Secretary Title:___________________ Countersigned: [RIGHTS AGENT] By:___________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_____________________________________________________________________ hereby sells, assigns and transfers unto ____________________________________ _____________________________________________________________________________ (Please print name and address of transferee) _____________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________________, 19___. ______________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Affiliate or Associate of an Acquiring Person. Dated:___________________,19__ __________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, rights limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths tenths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .0l per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After The foregoing notwithstanding, the expiration Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board as a result of redemption may a proxy contest. No fractional Preferred Shares will be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than than, except as set forth in the Rights Agreement, fractions which are integral multiples of one one-hundredth hundredths of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ __, 1998 ATTEST: ▇.▇. ▇▇▇▇▇ CORPORATION ______________________ By _________________________________ Secretary Title: Countersigned: THE BANK OF NEW YORK By __________________________ Authorized Signatory Date of Countersignature: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ___________________________________________________ hereby sells, assigns and transfers unto _____________________________ ______________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, 19__ _____________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) or Board (iiwith the concurrence of a majority of the Continuing Directors), or(ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral- multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .05 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period number of days may be extended pursuant to the Rights Agreement) or extended), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) aboveDisinterested Directors. Thereafter, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than shares of Voting Stock representing 10% or less of the outstanding shares of Common Stock Voting Power in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: ▇▇▇▇▇▇▇▇▇ World Industries, Inc. By -------------------------------- ------------------------- Title: Title: Countersigned: Chemical Mellon Shareholder Services, L.L.C. By ------------------------------------ Authorized Signature FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: ▇▇▇▇▇▇▇▇▇ WORLD INDUSTRIES, INC. The undersigned hereby irrevocably elects to exercise ---------------- Rights represented by this Rights Certificate to purchase the shares of Series One of Class A Preferred 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) ------------------------------------------------------------------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ ------------------------------------------------------------------------ Dated: , , -------------------- ----- --------------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to before the earliest earlier of the Close of Business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his such holder's beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, the Company and there are no other Acquiring Personsmay elect to exchange the Rights evidenced by this Certificate in whole or in part for shares of the Company's Common Stock (or shares of preferred stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, subject to adjustment. The Company may (but shall is not be required to) to issue fractional shares of Preferred Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.the

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended changed in the discretion of the Company's Board of Directors pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem (or to change such time period) shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors (with the concurrence of a majority of the Continuing Directors). At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 19 --------------------- --- -- ATTEST: CORDIS CORPORATION ------------------------------------- By: ----------------------- Name: ----------------- Title: -----------------

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced exchanged in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding whole or in part for shares of Common Stock in a transaction or series other securities of transactions not involving the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights will terminate and there are no other Acquiring Personsthe only right of the holders of Rights will be to receive the redemption price. The Company may (but shall not be required to) issue No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 19__ ATTEST: CENTRAL AND SOUTH WEST CORPORATION ____________________________ By:_______________________________ Secretary Name: Title: Countersigned: [ ] By:__________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________________________________ hereby sells, assigns and transfers unto _________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ ______________________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Class A Rights evidenced by this Class A Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Class A Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates and the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class A Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file with the Secretary of the Company and are also available upon written request to the Companyrequest. This Class A Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class A Rights Certificate or Class A Rights Certificates of like tenor and date evidencing Class A Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Class A Rights evidenced by the Class A Rights Certificate or Class A Rights Certificates surrendered shall have entitled such holder to purchase. If this Class A Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class A Rights Certificate or Class A Rights Certificates for the number of whole Class A Rights not exercised. Subject to the provisions of the Rights Agreement, the Class A Rights evidenced by this Class A Rights Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Class A Right or Class A Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Class A Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class A Right or Class A Rights evidenced by this Class A Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class A Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, liabilities, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agreement Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.Agent (either by manual or facsimile signature). WITNESS the facsimile signature of the proper officers of the Company and its facsimile corporate seal. Dated as of , ATTEST: TRIUMPH GROUP, INC. By Title: Title: Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By Authorized Signature FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name, address and social security or other identifying number of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: ,_ Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders holder of the Rights CertificatesCertificate, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent as set forth in the Rights Agreement and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreementdate on which a Section 11(a)(ii) or Event occurs and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one oneone hundred-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability exerciseability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, at any time prior to the earliest time any Person becomes an Acquiring Person. The redemption price shall be payable, at the election of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced Company, in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series such other consideration as the Board of transactions not involving Directors may deem appropriate. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company and there are no other at its option for one share of Common Stock (subject to adjustment for any stock split, stock dividend or similar transaction), at any time after any Person becomes an Acquiring PersonsPerson. The Company may (but shall is not be required to) to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). In lieu thereof, and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ATTEST: TRANSFINANCIAL HOLDINGS, INC. By: Secretary Name: Title: Countersigned: UMB BANK, N.A. By: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. Dated: Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares Shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon on file at the principal office of the Company and the designated office of the Rights Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share Shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common stock, par value .01 per share (the "Common Stock"), or Preferred Stock at an exchange ratio (subject to adjustment) of one share of Common Stock for one one-thousandth of a share of Preferred Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series other consideration considered appropriate by the Board of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be B-2 49 evidenced by depositary depository receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, ____. CAPTEC NET LEASE REALTY, INC., a Delaware corporation By:____________________________ Name:__________________________ Title:_________________________ Countersigned: NORWEST BANK MINNESOTA, N.A., a national banking association By:________________________________ Name:______________________________ Title:_____________________________ 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 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 _______________ as attorney-in-fact, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________, ____ __________________________________ Signature Social Security or other identifying taxpayer number of transferee: _____________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration For 180 days following a change in control of the redemption period referenced in clause (i) aboveBoard of Directors, that has not been approved by the Board of Directors, occurring within six months of an unsolicited third party acquisition or business combination proposal, the new directors are entitled to redeem the Rights (assuming the Rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company's right , but only (1) if they have followed certain procedures or (2) if such procedures are not followed, and if their decision regarding redemption and/or any acquisition or business combination is challenged as a breach of redemption may be reinstated fiduciary duty of care or loyalty, the directors (solely for purposes of determining the effectiveness of such redemption) are able to establish the entire fairness of such redemption, and, if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding applicable, such transaction. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of July __, 2001 ATTEST: HAUPPAUGE DIGITAL, INC. By:_______________________ By:_________________________ Secretary Name:______________________ (Please Print) Title:_____________________ Countersigned: ------------------------------- Mildred Rostolder d/b/a North Ame▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇mpany [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_________________________________________ hereby sells, assigns and transfers unto____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: ___________, ____ ------------------------ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, (ii) the tenth business day following a declaration by the Board of Directors that a Person is an Adverse Person, or, if later, the date such Person acquires beneficial ownership of 10% or more of the outstanding Common Stock, and (iii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons or Adverse Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Units as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Continuing Directors shall have made a determination pursuant to Section 11(a)(ii)(D) of the Rights Agreement that a Person is an Adverse Person) be redeemed by the Company at its option at a redemption price of $0.01 .05 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other Acquiring Personssuch reinstatement is approved by the Company's Board of Directors (with the concurrence of a majority of the Continuing Directors). The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred StockUnit, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.this

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Reference is also made to the Rights Agreement for definitions of capitalized terms used and not defined herein. Copies of the Rights Agreement are on file at the principal offices of the Company and are available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of (i) the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (or if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), as such time period may be extended pursuant to the Rights Agreement) or , and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). After If the expiration of the redemption period referenced in clause (i) aboveCompany so determines, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding no fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, 19__ ATTEST: BOISE CASCADE CORPORATION.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (Events. In certain circumstances and as such term is defined described in the Rights Agreement), Common Shares, cash, property or other securities may be issued by the Company upon the exercise hereof in lieu of Preferred Shares. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Subject to the provisions of the Rights Agreement, this Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, with the Form of Election and Certificate set forth on the reverse side duly executed, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by redeemed, subject to the Company approval of at its option least a majority of the Continuing Directors, at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), (ii) the tenth Business Day after a determination that a Person is an Adverse Person, or (iiiii) the Final Expiration Date. After Subject to the expiration provisions of the redemption period referenced in clause (i) aboveRights Agreement, the Company's right Company may, at its option, at any time after a Section 11(a)(ii) Event, subject to the approval of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% at least a majority of the outstanding shares Continuing Directors, exchange all or part of the Rights evidenced by this Certificate for Preferred Share Fractions, or, upon an appropriate Section 24(a) election, Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsShares. The Company may (but shall not No fractional Preferred Shares will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receiptsShare Fraction), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company (including Common Shares) which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated:_______________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. The Rights evidenced by this Rights Certificate may be transferred, in whole or in part, upon surrender of this Rights Certificate at the principal office of the Rights Agent designated for such purpose, with the Form of Assignment and related Certificate duly executed. If the Rights evidenced by this Rights Certificate shall be transferred or exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $0.01 0.0001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (or before such date as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if any Person shall become an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsPerson. The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, _____ ATTEST: MET-PRO CORPORATION ______________________________ By _____________________________ Title Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By __________________________ Authorized Signature {Form of Reverse Side of Rights Certificate} FORM OF ASSIGNMENT {Form of Reverse Side of Rights Certificate} FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ___________________________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:________________, _____ ____________________________________ Signature Signature Guaranteed: _______________________________ Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. The Rights evidenced by this Rights Certificate may be transferred, in whole or in part, upon surrender of this Rights Certificate at the principal office of the Rights Agent designated for such purpose, with the Form of Assignment and related Certificate duly executed. If the Rights evidenced by this Rights Certificate shall be transferred or exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to on or before the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After The foregoing notwithstanding, the expiration Rights generally may not be redeemed for one hundred and twenty (120) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board as a result of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsproxy contest. The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, _____ ATTEST: TOYS "R" US, INC. ______________________________ By _____________________________ Secretary Title Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By __________________________ Authorized Signature {Form of Reverse Side of Rights Certificate} FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ___________________________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:________________, _____ ____________________________________ Signature Signature Guaranteed: _______________________________ Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or Preferred Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series other consideration deemed appropriate by the Board of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company as a document under seal. Attested: CYPRESS COMMUNICATIONS, INC. By:_______________________________ By: _______________________________ [Secretary or Assistant Secretary] Name: Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By:_______________________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, _____ _________________________________ Signature Signature Guaranteed: _______________________

Event. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, liabilities, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agreement Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, under certain circumstances following the expiration Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Common Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.Agent (either by manual or facsimile signature). WITNESS the facsimile signature of the proper officers of the Company and its facsimile corporate seal. Dated as of , ATTEST: TRIUMPH GROUP, INC. By Title: Title: Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By Authorized Signature FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name, address and social security or other identifying number of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: ,_ Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or Preferred Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series other consideration deemed appropriate by the Board of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one oneten-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company as a document under seal. Attested: ▇▇▇-▇▇▇▇ CORPORATION By: By: ------------------------------ ------------------------------------ [Secretary or Assistant Secretary] Name: Title: [Chairman and Chief Executive Officer, Vice Chairman, or Vice President] Countersigned: [RIGHTS AGENT] By: -------------------------------- Name: Title:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Events (as such term is defined in the Rights Agreementa Section 11 Event). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right payable, at the election of the Company, in cash, Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (iib) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced Continuing Directors (as defined in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding Rights Agreement). No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: Sunrise Technologies International, Inc. By Secretary Title: Countersigned: ------------------------------ By Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Please print social security or other identifying number of the transferor: FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) (Please print social security or other identifying number of the transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. Dated: , 19 Signature Signature Guaranteed: Signature must be guaranteed by an Eligible Guarantor Institution as defined by SEC Rule 17Ad-15 (17 C.F.R. 240.17-Ad-15). Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein into this Rights Certificate by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one- hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After The Rights may not be redeemed following a designation of an Adverse Person under the expiration provisions of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. As provided above, the Company reserves the right to require prior to the occurrence of a Trigger Event that, upon the exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein in this Rights Certificate be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________________.

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Independent Directors (as defined in the Rights Agreement) at their option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company’s Common Stock or Preferred Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Independent Directors (as defined in the Rights Agreement) at its their option at a redemption price of $0.01 0.001 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving other consideration deemed appropriate by the Company and there are no other Acquiring PersonsIndependent Directors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one oneten-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company as a document under corporate seal. Attested: OPENWAVE SYSTEMS INC. By: By: Name: Name: Title: Title: Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By: Name: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Corporation and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth th Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, subject to the expiration provisions of the redemption period referenced in clause (i) aboveRights Agreement, the Company's right of redemption Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of exchanged under certain circumstances by the outstanding Corporation, in whole or in part, for shares of Common Stock, or for Preferred Stock in a transaction or shares of another series of transactions Preferred Stock of the Corporation having equivalent preferences, limitations and relative rights. Immediately upon the action of the Board of Directors of the Corporation authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not involving subject to such exchange) will terminate and the Company and there are no other Acquiring PersonsRights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), and but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the duly authorized officers of the Corporation and its corporate seal. Dated as of __________, ____

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein into this Rights Certificate by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one- hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, Continuing Directors. The Rights may not be redeemed following a designation of an Adverse Person under the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% provisions of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. As provided above, the Company reserves the right to require prior to the occurrence of a Trigger Event that, upon the exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein in this Rights Certificate be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________. ATTEST: OLD KENT FINANCIAL CORPORATION ______________________________ By______________________________________ Secretary Its_________________________________ Countersigned: OLD KENT BANK By______________________________________ Its_________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desire to transfer the Rights Certificate.) FOR VALUE RECEIVED_________________________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ _____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ ___________________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its the option of the Board at a redemption price of $0.01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number (or fraction thereof) and kind of shares of Series A Preferred Stock or other securities capital stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Series A Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .000001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person or an Adverse Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ ATTEST: CHS ELECTRONICS, INC. _________________________________ By:_____________________________ Secretary Title: Countersigned: INTERWEST TRANSFER COMPANY By:______________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________________________ hereby sells, assigns and transfers unto______________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together will all right, title and interest therein, and does hereby irrevocably constitute and appoint_____________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_____________________, ____ ______________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and Price, the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged exchanged, upon payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such exchange, for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock or other securities or property as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof and payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such exchange, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option option, at a redemption price of $0.01 .01 per Right Right, payable, at the election of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following later to occur of (A) the Stock Acquisition Distribution Date or (B) the Triggering Event (as such time period may be extended or shortened pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as such term is defined in the Rights Agreement). After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, Certificate as such, such shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 1999 ---------- SYSTEM SOFTWARE ASSOCIATES, INC. ATTEST: By: -------------------------------- Name: ---------------------------- Title: -------------------------------- --------------------------- Secretary Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ----------------------------- Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Rights Agent and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest or may be exchanged, in whole or in part, for shares of the Close Common Stock, or shares of Business on (i) preferred stock of the tenth Business Day following Company having essentially the Stock Acquisition Date (same value or economic rights as such time period may be extended pursuant to shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement(other than Rights which are not subject to such exchange) or (ii) will terminate and the Final Expiration DateRights will only enable holders to receive the shares issuable upon such exchange. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ____ ATTEST: INSTINET GROUP INCORPORATED _____________________________ By_________________________________ Secretary Title: Countersigned: [MELLON INVESTOR SERVICES LLC] By____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto_____________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ ___________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the Companyabove-mentioned office of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates Right Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates Right Certificate surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .05 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Shares Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After In addition, the expiration Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause (i) aboveCommon Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights which are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . Attest: GRC INTERNATIONAL, INC. By: By: ------------------------------------- ------------------------------ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ SVP, Dir. Corp Dev't, Gen. Cnsl & Sec. President and Chief Executive Officer Countersigned: Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By: By: ----------------------------------- ----------------------------- Printed Name: Printed Name: --------------------------- ------------------- Title: Title: -------------------------------- -------------------------- [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 Certificates.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including a Triggering Events Event (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions terms of the Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above- mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company at its option at a redemption price of $0.01 .05 per Right at any time prior to the earliest earlier of the Close close of Business business on (iA) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (B) the Final Expiration Date (as defined in the Rights Agreement) or (ii) exchanged by the Final Expiration Date. After the expiration Company under certain circumstances, at its option, in whole or part, for one share of Common Stock per Right (or, in certain cases, other securities, cash or assets of the redemption period referenced Company), subject in clause (i) aboveeach case to adjustment in certain events as provided in the Rights Agreement. Under certain circumstances set forth in the Rights Agreement, the Company's right decision to redeem shall require the concurrence of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% a majority of the outstanding Continuing Directors. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereoftherof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions action affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Reference is also made to the Rights Agreement for definitions of capitalized terms used and not defined herein. Copies of the Rights Agreement are on file at the principal offices of the Company and are available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .05 per Right at any time prior to the earliest earlier of (i) the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (or if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), as such time period may be extended pursuant to the Rights Agreement) or , and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving If the Company and there are so determines, no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-one- hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, 19__ ATTEST: TEXTRON INC.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) Board (with the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Class B Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of 127 the Rights Agent, the Company and the holders of the Class B Rights Certificates and the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file with the Secretary of the Company and are also available upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Class B Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B Rights evidenced by this Class B Certificate may be redeemed by the Company at its option at 128 a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Class B Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription 129 rights, or otherwise, until the Class B Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 130 WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 19__ ATTEST: Conoco Inc. By Secretary Title: Countersigned: First Chicago Trust Company of New York By Authorized Signature 131 [Form of Reverse Side of Class B Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Class B Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, 199__ Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares one one-hundredths of a Preferred Stock Share or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the Companyprincipal executive offices of the Corporation and the principal office or offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Shares or other securities as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Corporation at a redemption price of $0.01 .01 per Right at any time prior (subject to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (adjustment as such time period may be extended pursuant to provided in the Rights Agreement) payable in Common Shares or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personscash. The Company may (but Corporation shall not be required to) to issue fractions of Rights or to distribute Right Certificates which evidence fractional shares Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Rights Agreement. The Corporation will not be required to issue fractions of Preferred Stock upon the exercise of any Right or Rights evidenced hereby Shares (other than fractions which are one one-hundredths or integral multiples of one one-hundredth of a share Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred StockShares (other than fractions which are one one-hundredths or integral multiples of one one-hundredth of a Preferred Share). In lieu of fractional Preferred Shares other than fractions that are multiples of one one-hundredth of a Share, which may, the Corporation will pay to the registered holders of Right Certificates at the election time such Rights are exercised an amount in cash equal to the same fraction of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, current market value of one Preferred Share as provided defined in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of the Preferred Stock Shares or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________, ______. [SEAL] ATTEST: CABOT CORPORATION Attest: By By ---------------------- ----------------------- Name: Name: Title: Title: Countersigned: THE FIRST NATIONAL BANK OF BOSTON By ---------------------- Authorized Signatory Name: Title: A-4 51 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________________ hereby sells, assigns and transfers unto ______________________ _______________________________________________________________ (Please print name and address of transferee) _______________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________, _____ ______________________ 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, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ----------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate 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 thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement).

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon Upon surrender at the principal office or offices of the Rights Agent designated for such purpose, this Right Certificate may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a) (ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all of any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock at an exchange ratio (subject to adjustment) of one share of Common Stock per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series other consideration deemed appropriate by the Board of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth tenth of a share of Preferred Stockshare, which may, at the election of the Company, be evidenced by depositary depository receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by any authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Corporate Seal ALPHA INDUSTRIES, INC. Attested: By: ------------------------------- Name: Title: Chairman, Vice Chairman, By: President or Vice President -------------------------------- Secretary or Assistant Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent ----------------------------------- Authorized Signatory Date of countersignature: 41 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ______________________(Please print name and address of transferred) _____________________ 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: , . ----------------- ----- --------------------------------- Signature Signature Guaranteed: --------------------------- CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock or Preferred Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced payable in clause (i) abovecash, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series other consideration deemed appropriate by the Board of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company as a document under corporate seal. Attested: WARR▇▇ ▇▇▇CORP, INC. By:___________________________ By:_____________________________________ [Clerk or Assistant Clerk] Name: Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By:___________________________ Name: Title: 57 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________, ____ ___________________________________ Signature Signature Guaranteed: _____________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies A copy of the Rights Agreement are is on file at the office of the Company and is also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) aboveContinuing Directors. In addition, under certain circumstances following the Stock Acquisition Date, the Company's right of redemption Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% exchanged, in whole or in part, for shares of the outstanding Common Stock, or shares of Common Stock in a transaction or series preferred stock of transactions not involving the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and there without any further action or any notice, the Rights (other than Rights which are no other Acquiring Personsnot subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 20__. ATTEST: EMBREX, INC. By: By: Name: Name: Title: Title: Countersigned: [RIGHTS AGENT] By: Name: Title: FOR VALUE RECEIVED ________________________________________________ hereby sells, assigns and transfers unto this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company with full power of substitution. Dated: ______________________, 20__ Signature Signature Guaranteed: __________________________ The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal shareholder services office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (iib) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right right or Rights rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 19__ ATTEST: COLUMBUS ▇▇▇▇▇▇▇▇ CORPORATION By: --------------------------- ----------------------------- Secretary Title:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including a Triggering Events Event (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions terms of the Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (iA) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (B) the Final Expiration Date (as defined in the Rights Agreement) or (ii) exchanged by the Final Expiration Date. After the expiration Company under certain circumstances, at its option, in whole or in part, for one share of Common Stock per Right (or, in certain cases, other securities, cash or assets of the redemption period referenced Company), subject in clause (i) aboveeach case to adjustment in certain events as provided in the Rights Agreement. Under certain circumstances set forth in the Rights Agreement, the Company's right decision to redeem shall require the concurrence of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% a majority of the outstanding Continuing Directors. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______ __, ____ ATTEST: FRONTIER AIRLINES, INC. By:________________________ By:_________________________________ Secretary Title:______________________________ Countersigned: AMERICAN SECURITIES TRANSFER & TRUST, INC. By:_________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein and does hereby irrevocably constitute and appoint ___________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________ __, ____ ___________________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period number of days may be extended pursuant to the Rights Agreement) or extended), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) aboveDisinterested Directors. Thereafter, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than shares of Voting Stock representing 10% or less of the outstanding shares of Common Stock Voting Power in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________________ ATTEST: Dominion Bridge Corporation ________________________________ By_________________________________ Title: _________________________ Title: ____________________________ Countersigned: Continental Stock Transfer & Trust Company By____________________________________ Authorized Officer

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock (or the amount of cash, property, Common Stock or other securities which may be purchased securities) deliverable upon the such exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined those events specified in Section 11(a)(ii) and Section 13 of the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the offices of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date first date of public announcement by the Company that an Acquiring Person has become such (as or if the date of such time period may be extended pursuant announcement shall have occurred prior to January 22, 1997, the Rights Agreementclose of business on the tenth business day following January 22, 1997) or and (ii) the Final Expiration Date. After the expiration close of the redemption period referenced in clause (i) abovebusiness on January 22, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons2007. The Company may (but shall is not be required to) to issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby. In lieu thereof, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose to be the holder of shares of Preferred Stock, Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rightsother distributions on shares of any series or class of capital stock of the Company, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company [and its seal]. Dated as of . ATTEST: SIS BANCORP, INC. ________________________ By __________________________ [Name] [Name] [Title] [Title] Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By:______________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_____________________________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all rights, title and interest therein, and does hereby irrevocably constitute and appoint________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for common stock of the Company or paired shares ("Paired Shares") of the Company's Common Stock and the common stock of Wyndham International, Inc. or Preferred Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest (payable in cash, common stock of the Close Company, Paired Shares or other consideration deemed appropriate by the Board of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsDirectors). The Company may (but shall is not be required to) obligated to issue fractional shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, and in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Stock, the Company's Common Stock, Paired Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company as a document under corporate seal. Attested: PATRIOT AMERICAN HOSPITALITY, INC. By: By: -------------------------- ----------------------------- [Secretary or Assistant Secretary] Name: Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By: -------------------------- Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------------------- ------------------- ------- Signature Signature Guaranteed: --------------------- CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced exchanged in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding whole or in part for shares of Common Stock in a transaction or series other securities of transactions not involving the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights will terminate and there are no other Acquiring Personsthe only right of the holders of Rights will be to receive the redemption price. The Company may (but shall not be required to) issue No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 19__ ATTEST: CENTRAL AND SOUTH WEST CORPORATION _______________________________ By:______________________________ Secretary Name: Title: Countersigned: CENTRAL AND SOUTH WEST SERVICES, as Rights Agent By:_____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________________________________ hereby sells, assigns and transfers unto _________________________________ __________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ ___________________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Rights Agent and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest or may be exchanged, in whole or in part, for shares of the Close Common Stock, or shares of Business on (i) preferred stock of the tenth Business Day following Company having essentially the Stock Acquisition Date (same value or economic rights as such time period may be extended pursuant to shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement(other than Rights which are not subject to such exchange) or (ii) will terminate and the Final Expiration DateRights will only enable holders to receive the shares issuable upon such exchange. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ____ ATTEST: INSTINET GROUP INCORPORATED _____________________________ By_________________________________ Secretary Title: Countersigned: [NAME OF RIGHTS AGENT] By____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto_____________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ ___________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After Notwithstanding the expiration foregoing, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% Directors of the outstanding shares Company as a result of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsproxy contest. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: MERIDIAN POINT REALTY TRUST VIII COMPANY ____________________ By_________________________ Secretary Title: Countersigned: [____________] By______________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________________ hereby sells, assigns and transfers unto _______________________________ ________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ --------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), or such later date as such time period may be extended pursuant to determined by action of the Rights Agreement) or Board (iiwith the concurrence of a majority of the Continuing Directors), or(ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsContinuing Directors. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provision and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties dudes and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-one-hundredths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right Right, pay- 52 able, at the election of the Company, in cash or the Common Shares or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Shares Acquisition Date (as defined in the Rights Agreement) (as such time period may be extended or shortened pursuant to the Rights Agreement) and (b) the Expiration Date (as such term is defined in the Rights Agreement) or (ii) may be exchanged in whole or in part for common shares, no par value, of the Final Expiration DateCompany (the "Common Shares") and/or other equity securities of the Company deemed to have the same value as the Common Shares. Under certain circumstances set forth in the Rights Agreement, the decision to redeem (or to change such time period) shall require the concurrence of a majority of the Continuing Directors (as defined in the Rights Agreement). After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 20% or less than 10% of the outstanding shares of Common Stock Shares in a transaction or series of transactions not involving the Company Company, and there are no other Acquiring Personssuch reinstatement is approved by the Company's Board of Directors (with the concurrence of a majority of the Continuing Directors). The Company may (but shall not No fractional Preferred Shares will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than than, except as set forth above, fractions which that are integral multiples of one one-one-hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a thereof, cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of the ______ day of _______________, ______. SI Diamond Technology, Inc. By President Secretary Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to before the earliest earlier of the Close of Business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his such holder's beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, the Company and there are no other Acquiring Personsmay elect to exchange the Rights evidenced by this Certificate in whole or in part for shares of the Company's Common Stock (or shares of preferred stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, subject to adjustment. The Company may (but shall is not be required to) to issue fractional shares of Preferred Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Dated as of the _____ day of __________, ____. CHAD ▇▇▇RAPEUTICS, INC. By: ___________________________________ Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: _______________________________ Date:______________________________ Authorized Signature -4- 50 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be signed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_____________________________________________________________ hereby sells, assigns and transfers unto_______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer this Rights Certificate on the books of Chad ▇▇▇rapeutics, Inc., with full power of substitution. Date:_______________________ ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Events (as such term is defined in the Rights Agreementa Section 11 Event). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates Cer tificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right payable, at the election of the Company, in cash, Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Acqui sition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (iib) the Final Expiration Date. After The foregoing notwithstanding, the expiration Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board as a result of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding a proxy contest. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to, or withhold consent to from any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory oblig atory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper offi cers of the Company and its corporate seal. Dated as of , ATTEST: CUTCO INDUSTRIES, INC. ------------------------ By------------------------ Scretary Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST CO. By-------------------------- Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Please print social security or other identifying number of the transferor: -------------------------- FOR VALUE RECEIVED---------------------------------------------- hereby sells, assigns and transfers unto ----------------------- ---------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ------------------ --------------------------- Signature Signature Guaranteed: ----------------------------------- Certificate ------------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business on (i) the close of business on the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 15% or less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsCompany. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After Notwithstanding the expiration foregoing, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) aboveBoard of Directors of the Company as a result of a proxy contest. In addition, the Company's right of redemption Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% exchanged, in whole or in part, for shares of the outstanding shares Preferred Stock of Common Stock in a transaction or series of transactions not involving the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and there without any further action or any notice, the Rights (other than Rights which are no other Acquiring Personsnot subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth tenth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: MERIDIAN POINT REALTY TRUST VIII COMPANY ____________________ By_________________________ Secretary Title: Countersigned: [____________] By______________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ ___________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Trigger ing Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day (as such term is defined in the Rights Agreement) following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After Notwithstanding the expiration foregoing, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% Directors of the outstanding shares Company as a result of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsproxy contest. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything any thing contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders af fecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced evi denced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, _____ ATTEST: MERIDIAN POINT REALTY TRUST VIII COMPANY ____________________ By_________________________ Secretary Title: Countersigned: [____________] By______________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________________________ hereby sells, assigns and transfers unto ___________________________ ____________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ --------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Share Acquisition Date (as such time period may be extended changed in the discretion of the Board of Trustees pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as such term is defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Trustees. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock Shares in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Trustees (with the concurrence of a majority of the Continuing Trustees). At any time after a person becomes an Acquiring Persons. The Person, the Board of Trustees of the Company may exchange the Rights (but shall not other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). No fractional Preferred Shares will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or distributions or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors trustees or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its trust seal. Dated as of ____________ __, ____ ATTEST: ELDERTRUST By:________________________________ By:________________________________ Name: Name: Title: Title: COUNTERSIGNED: FIRST UNION NATIONAL BANK By:________________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ __, ____ -------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the above-mentioned office of the Rights Agent and at the principal office of the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal stock transfer office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of one one-hundredths of a share shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of (i) the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights Agreement) or Record Date, the Close of Business on the tenth Business Day following the Record Date), and (ii) the Final Expiration DateDate (as such terms are defined in the Rights Agreement). After In addition, under certain circumstances, the expiration Rights may be exchanged, in whole or in part, for shares of the redemption period referenced in clause Common Stock, or for one one-thousandth (i1/1000/th/) aboveof a share of Preferred Stock or of a share of a class of series of preferred stock of the Company having equivalent rights, preferences and privileges, per Right (subject to adjustment). Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership Rights (other than Rights that are not subject to less than 10% of such exchange) will terminate and the outstanding Rights will only enable holders to receive the shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsissuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock (other than fractions that are integral multiples of the fraction of a share for which a Right is then exercisable) will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of __________ __, 2001. Attest: CITY HOLDING COMPANY By: __________________________________ By: ______________________________ Name: __________________________________ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Secretary Title: President and Chief Executive Officer Countersigned: SUNTRUST BANK By: __________________________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto _____________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney to transfer the within Right Certificate on the books of the within-named Rights Agent, with full power of substitution. Dated: ___________, ____ _________________________________ Signature Signature Guaranteed:

Event. As provided in the Rights AgreementTax Benefits Plan, the Purchase Price and the number and kind of shares of Series B Preferred Stock or other securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined a Section 11(a)(ii) Event. In certain circumstances described in the Tax Benefits Plan, the Class B Rights Agreement)evidenced hereby may entitle the registered holder thereof to receive common stock, cash or other assets, all as provided in the Tax Benefits Plan. This Class B Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class B Rights AgreementCertificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Tax Benefits Plan are on file at the office of the Rights Agreement Agent designated for such purpose and are available from the Rights Agent upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Class B Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Class B Rights equal to the aggregate number of a share of Preferred Stock as the Class B Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Class B Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Plan, the Class B Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Class B Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), at any time prior to the earliest earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant or, if the Stock Acquisition Date shall have occurred prior to the Rights AgreementRecord Date, the Close of Business on the tenth Business Day following the Record Date) or and (ii) the Final Expiration Date. After In addition, subject to the expiration provisions of the redemption period referenced in clause (i) aboveTax Benefits Plan, at the option of the Company, the Company's right of redemption Class B Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% exchanged, in whole or in part, for Units of Series B Preferred or shares of the outstanding shares of Class B Common Stock in a transaction or series of transactions not involving the Company or other consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and there without any further action or any notice, the Rights (other than Rights which are no other Acquiring Personsnot subject to such exchange) will terminate and the Class B Rights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Series B Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred StockSeries B Preferred, which may, at the election of the Company, Company be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights AgreementTax Benefits Plan. No holder of this Class B Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series B Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company. Dated as of , ICO Global Communications (Holdings) Limited Countersigned: By: Mellon Investor Services LLC Name: as Rights Agent Title: By: By: Name: Name: Title: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto: (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Dated: , Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)and a Section 11(a)(ii) Event. This Rights Certificate is subject to all of the terms, provisions, covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close of Business (as such term is defined in the Rights Agreement) on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (ii) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced in clause (i) above, the Company's right of redemption may Continuing Directors. No fractional Preferred Shares will be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred StockShare, which may, at as the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20__ ATTEST CLOSURE MEDICAL CORPORATION ___________________________________ By:_____________________________ Secretary Name: Title: Countersigned AMERICAN STOCK TRANSFER & TRUST COMPANY By:________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto _____________________________________________________ (Please print name and address of transferee) ___________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, 20 __ ___________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights AgreementAgree- ment). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or Date, and (ii) the Final Expiration Date. After In addition, subject to the expiration provisions of the redemption period referenced in clause (i) aboveRights Agreement, the Company's right of redemption each Right evidenced by this Certificate may be reinstated if exchanged by the Company at its option for one share of the applicable class or series (which the holder would have been entitled to receive upon the exercise thereof) of Common Stock (as such term is defined in the Rights Agreement) of the Company (subject to adjustment for any stock split, stock dividend or similar transaction) following the Stock Acquisition Date and prior to the time an Acquiring Person reduces his beneficial ownership to less than 10owns 50% or more of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Personsthen outstanding. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ____ ATTEST: SPRINT CORPORATION ______________________ By: ___________________________ Secretary Name: Title: Countersigned: UMB BANK, N.A. By: ______________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer any or all of the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name, address and social security or other identifying number of transferee) ________________ (_______) of the Rights represented by this Rights Certificate, together with all right, title and interest in and to said Rights, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the Rights on the books of Sprint Corporation, with full power of substitution. Dated: _____________, ____ _________________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 1015% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may also be exchanged in whole or in part for Preferred Stock or shares of the Company's Common Stock, par value $.001 per share. The Company may (but shall not be required to) issue fractional shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the Companyprincipal executive offices of the Company and the offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at its option at a redemption price of $0.01 .001 per Right Right, payable in cash, Company Securities or any other form of consideration deemed appropriate by the Company's Board of Directors at any time prior to the earliest earlier of the Close of Business (as such term is defined in the Rights Agreement) on (i) the tenth Business Day calendar day following the Stock Shares Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After Immediately upon the expiration action by the Board of Directors of the redemption period referenced in clause (i) aboveCompany authorizing any such exchange, and without any further action or notice, the Company's right of redemption may Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional Common Shares will be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock the Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________________________. AmeriSource Health Corporation By: --------------------------- Attest: By: -------------------------- Countersigned: Mellon Investor Services LLC By: -------------------------- [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 Certificates) FOR VALUE RECEIVED --------------------------------------------------- hereby sells, assigns and transfers unto ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, _____ _________________________________ Signature Signature Guaranteed:_______________________ Signatures must be guaranteed by a member firm of a registered United States 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.

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended changed in the discretion of the Board of Directors pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two- thirds of the Board of Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ____ ATTEST: HMC MERGER CORPORATION By:________________________________ By:________________________________ Name: Name: Title: Title: COUNTERSIGNED: THE BANK OF NEW YORK By:________________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfers unto _______________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. Dated: ____________ __, ____ _____________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Board of Directors at a redemption price of $0.01 .005 per Right at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following day after the Stock Acquisition Date (Date, as such time period term is defined in the Rights Agreement (or such later date as the Board of Directors of the Company may be extended pursuant determine). Subject to the provisions of the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption rights evidenced by this Right Certificate may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding exchanged in whole or part for shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue Special Common Stock or fractional shares of Preferred Stock (or any other substantially similar series of preferred stock). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect whatsoever up until the Distribution Date and thereafter in certain respects which do not adversely affect the interests of holders of Rights Certificates (other than an Acquiring Person or the Affiliates or Associates thereof) and which does not increase the Rights Agent's duties, liabilities or obligations. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided In certain circumstances described in the Amended Rights Agreement, the Purchase Price and rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of shares of Preferred Stock an entity other than the Company or receive common stock, cash or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsassets, including Triggering Events (all as such term is defined provided in the Amended Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Amended Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Amended Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Amended Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Amended Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 .01 per Right Right, payable at any time prior to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% option in cash or in common stock of the outstanding shares of Common Stock Company, subject to adjustment in a transaction or series of transactions not involving certain events as provided in the Company and there are no other Acquiring PersonsAmended Rights Agreement. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Amended Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Amended Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Amended Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Amended Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 20 .

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Common Shares or other securities cash which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are available upon written request to on file at the Companyabove-mentioned office of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Board of Directors shall have made a determination that a Person is an Adverse Person) be redeemed by the Company at its option at a redemption price of $0.01 .05 per Right Right, at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day 10th day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration DateDate which price is subject to adjustment in certain circumstances as set forth in the Rights Agreement. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may No fractional Common Shares will be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock the Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised Exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________ __, 19__ ATTEST: ▇▇▇▇▇▇▇▇▇ TECHNOLOGY CORPORATION _____________________________ By ___________________________ Secretary Title: Countersigned: Rights Agent By ________________________ [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 Certificates.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto __________________ ________________________________________________________________________________ (Please Print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated: ________________, 19__ ________________________ Signature Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Events (as such term is defined in the Rights Agreementa Section 11 Event). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates Cer tificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right payable, at the election of the Company, in cash, Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Acqui sition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (iib) the Final Expiration Date. After The foregoing notwithstanding, the expiration Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the redemption period referenced in clause (i) above, the Company's right Board as a result of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding a proxy contest. No fractional shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not will be required to) issue fractional shares of Preferred Stock issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stockhereby, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificateholder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to, or withhold consent to from any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory oblig atory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper offi cers of the Company and its corporate seal. Dated as of , ATTEST: CUTCO INDUSTRIES, INC. ---------------------- By_____________________________ Secretary Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST CO. By____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Please print social security or other identifying number of the transferor: _________________________________ FOR VALUE RECEIVED ____________________________________________________ hereby sells, assigns and transfers unto ______________________________ _______________________________________________________________________ (Please print name and address of transfree) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:______________________ ________________________________ Signature Signature Guaranteed:______________________________

Event. In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Rights Agent and are available from the Rights Agent upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 .001 per Right (as such amount may be adjusted pursuant to the Rights Agreement), at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or and (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, The Rights will not be exercisable until such time as the Company's right of redemption has expired. In addition, subject to the provisions of the Rights Agreement, the Rights may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% exchanged, in whole or in part, for Units of Preferred Stock or shares of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and there without any further action or any notice, the Rights (other than Rights which are no other Acquiring Personsnot subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, Company be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or of subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of __________ __, 20__ EYETECH PHARMACEUTICALS, INC. By: _________________________ Name: Title: By: _________________________ Name: Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY as Rights Agent By: _____________________________ Name: Title: (Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfers unto:____________________________________________________________ ____________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________ __, ____ __________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .005 per Right at any time prior to the earliest earlier of the Close close of Business business on (i) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended changed in the discretion of the Board of Directors pursuant to the Rights Agreement) or ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two- thirds of the Board of Directors. After the expiration of the redemption period referenced in clause (i) aboveperiod, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company Company, and there are no other such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Persons. The Person, the Board of Directors of the Company may exchange the Rights (but shall not be required to) issue other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ____ ATTEST: CRESTLINE CAPITAL CORPORATION By: By: ----------------------------------- ------------------------------------ Name: Name: Title: Title: COUNTERSIGNED: THE BANK OF NEW YORK By: ----------------------------------- Name: Title: -6- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________ __, ____ ____________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to receive, upon exercise of shares such Rights, capital stock of Preferred Stock an entity other than the Company or cash or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsassets, including Triggering Events (all as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions, terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one one-hundredths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $0.01 0.001 per Right Right, payable at any time prior the Company's option in cash or in Company Common Stock, subject to the earliest of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (adjustment in certain events as such time period may be extended pursuant to provided in the Rights Agreement) or (ii) the Final Expiration Date. After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. The Company may (but shall not be required to) issue No fractional shares of Preferred Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Company Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Company Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. [Corporate Seal] WALL STREET DELI, INC. Attest: By By -------------------------- ----------------------------------- Name Name Title Title AMERICAN STOCK TRANSFER AND TRUST COMPANY Attest: By By -------------------------- ----------------------------------- Name Name Title Title [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________hereby sells, assigns and transfers unto__________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ __, ____ _______________________________ Signature SIGNATURE GUARANTEED: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ________________________________

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal shareholder services office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of one onetwo-hundredths thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 .01 per Right at any time prior to the earliest earlier of the Close close of Business business on (ia) the tenth Business Day day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) or ), and (iib) the Final Expiration Date. After Under certain circumstances set forth in the expiration Rights Agreement, the decision to redeem shall require the concurrence of a majority of the redemption period referenced Continuing Directors (as such term is defined in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring PersonsRights Agreement). The Company may (but shall not be required to) issue No fractional shares of Preferred Stock will be issued upon the exercise of any Right right or Rights rights evidenced hereby (other than fractions which are integral multiples of one onetwo-hundredth thousandths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and but in lieu thereof a cash payment may will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, _____ ATTEST: AMERICAN PRECISION INDUSTRIES INC. ________________________ By:____________________________________ Secretary Title: Countersigned: By:______________________ Authorized Signature 49 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.)