Common use of Event Clause in Contracts

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of 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 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 Right Certificate is subject to all of the terms, 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 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 executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of 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) 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, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Marathon Rights evidenced by this Right 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 Shareholder Rights Agreement)Events. This Right Marathon Rights Certificate is subject to all of the terms, 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 Right 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 principal executive offices office of the Company Rights Agent designated for such purpose and are also available upon written request to the principal Rights Agent. This Marathon Rights Certificate, with or without other Marathon Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Marathon Rights Certificate or Right Marathon Rights Certificates of like tenor and date evidencing Marathon Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Marathon Rights evidenced by the Right Marathon Rights Certificate or Right Marathon Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Marathon Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Marathon Rights Certificate or Right Marathon Rights Certificates for the number of whole Marathon Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Marathon Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Marathon Right (subject to adjustment payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as provided set forth in the Shareholder Rights Agreement) payable (the "Redemption Price") at any time prior to the 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 Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Marathon Rights may be exchanged, in whole or in part, for shares of Common Stock the Voting Stock, or cash. The Company shall not be required to issue fractions shares 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 preference stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors authorizing any such exchange, and without any further action or any notice, the Shareholder Marathon Rights Agreement(other than Marathon Rights which are not subject to such exchange) will terminate and the Marathon Rights will only enable holders to receive the shares issuable upon such exchange. The Company will not be required to issue fractions of 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 one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined 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 Right Marathon Rights 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 Marathon Right or Marathon Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Steel Rights evidenced by this Right Steel Rights 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)Events. This Right Steel Rights Certificate is subject to all of the terms, 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 Right Steel Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Steel Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company Rights Agent designated for such purpose and are also available upon written request to the principal Rights Agent. This Steel Rights Certificate, with or without other Steel Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Steel Rights Certificate or Right Steel Rights Certificates of like tenor and date evidencing Steel Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Steel Rights evidenced by the Right Steel Rights Certificate or Right Steel Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Steel Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Steel Rights Certificate or Right Steel Rights Certificates for the number of whole Steel Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Steel Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .0l per Steel Right (subject to adjustment payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as provided set forth in the Shareholder Rights Agreement) payable (the "Redemption Price") at any time prior to the 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 Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Steel Rights may be exchanged, in whole or in part, for shares of Common Stock the Voting Stock, or cash. The Company shall not be required to issue fractions shares 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 preference stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors authorizing any such exchange, and without any further action or any notice, the Shareholder Steel Rights Agreement(other than Steel Rights which are not subject to such exchange) will terminate and the Steel Rights will only enable holders to receive the shares issuable upon such exchange. The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Steel Right or Steel Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined 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 Right Steel Rights 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 Steel Right or Steel Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Steel 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 Steel Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Steel Rights Certificate) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto ____________________________________________ _______________________________________________________________________ (Please print name and address of transferee) this Steel Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________, Attorney, to transfer the within Steel Rights Certificate on the books of the within-named Company, with full power of substitution. Dated as of ___________, ____ ___________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights 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 Right 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 available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 0.001 per Right at any time prior to the earliest of the Close of Business on (subject i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement) payable 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 15% (or, in the case of the Grandfathered Stockholder, 25% or less) of the outstanding shares of Common Stock in a transaction or cashseries of transactions not involving the Company and there are no other Acquiring Persons. 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 two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 of one two-hundredths of a share of Preferred Stock Common Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 Corporation and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company Corporation and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of shares of Preferred Stock Common Shares or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 Corporation at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of ). No fractional Common Stock or cash. The Company shall not Shares will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or 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 evidenced hereby, but in lieu thereof 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 Stockcash payment may be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Common 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 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 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights 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 Right 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 available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and the date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior 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 (other than fractions which are one two-hundredth or integral multiples of one two-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, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights AgreementShares Acquisition Date. No holder of this Right Certificate Rights 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 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 Shareholder 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .05 per Right at any time prior to the earlier of the close of business on (subject to adjustment i) the tenth day following the Stock Acquisition Date (as provided such number of days may be extended), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in , the decision to redeem shall require the concurrence of a majority of the Disinterested Directors. Thereafter, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to shares of Common Voting Stock representing 10% or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders less of the Right Certificates with regard to which such Voting Power in a transaction or series of transactions not involving the Company. No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: Xxxxxxxxx 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: XXXXXXXXX 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 Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 holder of the Right CertificatesRights Certificate, 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 office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone hundred-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of (subject i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to adjustment as provided the 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 Shareholder Rights Agreement) payable in shares , the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority of the Right Certificates with regard to which such Continuing Directors. No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral integral- multiples of one two-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 twoone-hundredth of a share of Preferred Stock). In , but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of Preferred a share of Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in the Final Expiration Date. After the Expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in a transaction or cash. The Company shall series of transactions not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rightsinvolving the Company. In lieu of such fractional Rightsaddition, there shall be paid 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 registered holders Company or reorganization or restructuring of the Right Certificates with regard to Company which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction majority of the current market value of a whole Right "Continuing Directors" (as defined in the Shareholder Rights Agreement) concurs is in the best interest of stockholders. The Company will not be required to issue fractions of 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 one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Common Stock) upon exercise , which may, at the election 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 Company, be evidenced by depositary receipts), but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 0.01 per Right at any time prior to the earlier of the close of business on (subject i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in the Final Expiration Date. The Company is not required to issue fractional shares of Common Stock upon the exercise of any Right or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Common Stock) upon exercise , which may, at the election 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 Company, be evidenced by depositary receipts), but in lieu thereof 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 Stockcash payment may be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: INTERPHASE CORPORATION By: ------------------------------- ----------------------------------- Name: ----------------------------- ----------------------------------- Title: ---------------------------- ----------------------------------- Countersigned: COMPUTERSHARE INVESTOR SERVICES, LLC By: ------------------------------- Authorized Signature A-3 41 [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. Date: , --------------------- ------ ----------------------------------------- Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Right 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 Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share Preferred Share or the number and kind of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Section 11(a)(ii) Events and Section 13 Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, as it may be amended from time to time, 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 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 executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal above-mentioned office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor Agent and date evidencing Rights entitling the holder are also available upon written request to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercisedAgent. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) 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 Stock Acquisition Time (as defined in the Shareholder Rights Agreement) and (ii) the close of business on the Expiration Date (as defined in the Rights Agreement). The Company will not Subject to the provisions of the Rights Agreement, the rights evidenced by this Right Certificate may be required to issue fractions exchanged in whole or part for Common Shares or fractional Preferred Shares (or any other substantially similar series of preferred shares of the Company). No fractional Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share Preferred Share, which may, at the election of Preferred Stock) upon exercise the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights or to distribute certificates which evidence fractional shares Agreement may be amended by the Board of Preferred Stock (other than fractions which are one two-hundredth or integral multiples Directors 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, the Company will pay to in any respect whatsoever up until the registered Stock Acquisition Time and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates at (other than an Acquiring Person or the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights AgreementAffiliates or Associates thereof). No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. 3

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time before the earlier of the Close of Business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces such holder's beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or cashseries of transactions not involving the Company. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid Subject 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise provisions 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 StockAgreement, the Company will pay may elect to exchange the registered holders of Right Certificates at the time such Rights are exercised an amount evidenced by this Certificate in cash equal to the same fraction whole or in part for shares of the current 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 Preferred Common Stock per Right, subject to adjustment. The Company is not required to issue fractional shares of Common Stock upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment may be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, 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 Shareholder 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.the

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Certificate is subject to all of the terms, 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 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 executive offices above-mentioned office of the Company Rights Agent and at the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to which close of business on (i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date (as 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 terms are defined in the Shareholder Rights Agreement). The Company will not In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be required to issue fractions of exchanged, in whole or in part, for shares of Preferred Stock the Common 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 Rights (other than fractions Rights which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth the fraction of a share for which a Right is then exercisable) will be issued upon the exercise of Preferred Stock). In any Right or Rights evidenced hereby, but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment shall be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this 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 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share of Preferred Stock or other securities which Common Shares that may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Common Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the fifteenth day following the Share Acquisition Date (as such time period may be extended pursuant to adjustment the Rights Agreement), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding Common Shares in a transaction or series of transactions not involving the Company. 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 Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of 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) 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, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of the 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 Shareholder 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Right 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 Rights Agreement Tax Benefits Preservation Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 $.01 0.001 per Right at any time prior to the earlier of the close of business on (subject to adjustment as provided i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in the Shareholder Rights Agreement) payable whole or in part, for shares of the Common Stock Stock, or cash. The Company shall not be required to issue fractions shares 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 preferred stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which Rights that are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (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 integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of one share Rights be exercised so that only whole shares of Preferred Stock as defined in the Rights Agreementwould be issued. No holder of this Right Rights 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 that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights AgreementTax Benefits Preservation Plan), 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementTax Benefits Preservation Plan. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights AgentAgent (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 [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, 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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share of Preferred Stock Common Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 office of the Company 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Common Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to which close of business on (i) the tenth day following the Stock Acquisition Date (as such fractional Rights would otherwise time period may be issuable, an amount in cash equal extended pursuant to the same fraction Rights Agreement), 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 current market value of a whole Right as defined in Continuing Directors. No fractional Common Shares will be issued upon the Shareholder Rights Agreement. The Company will not be required to issue fractions of 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) upon exercise of the any Right or 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 evidenced hereby but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 certain circumstances described in the Shareholder Rights Agreement, the Purchase Price and rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of one two-hundredths of a share of Preferred Stock an entity other than the Company or receive cash or other securities which may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this 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 Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights Agreement, which terms, provisions terms 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 Right 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 office of the Company and are available from the principal office or offices of the Rights AgentCompany upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights 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 terminated all and not in part by the Company under certain circumstances at a redemption price of $.01 per Right (subject its option without any payment to adjustment as provided in the Shareholder Rights Agreement) payable in any holder thereof. No fractional shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Junior Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 Junior Preferred Stock). In , but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Junior 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: GEORGIA-PACIFIC CORPORATION By By ------------------------------- ----------------------------------- Name: Name: Title: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK, 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-named Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , -------------- ---- ---------------------------------------- Signature Signature Guaranteed:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 per Right or (subject to adjustment as provided ii) exchanged in the Shareholder Rights Agreement) payable whole or in part for shares of Common Stock or cashother securities of the Company. The Immediately upon the action of the Board of Directors of the Company shall not be required to issue fractions authorizing redemption, the Rights will terminate and the only right of the holders of Rights or will be to distribute Right Certificates which evidence fractional Rightsreceive the redemption price. 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________, 00__

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share of Preferred Stock Series A Shares or other shares, securities which or other assets that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. The Board may, including Triggering Events at its option, at any time after the right of the Company to redeem the Rights has expired or terminated (with certain exceptions) exchange all or part of the then outstanding and exercisable Rights (other than those held by the Acquiring Person and Affiliates and Associates of the Acquiring Person) for Common Shares (as such term is defined in the Shareholder Rights Agreement)) at an exchange ratio of one Common Share per Right, as adjusted. In any such exchange, the Company, at its option, may substitute Common Share equivalents for Common Shares. Immediately upon the action of the Board ordering an exchange of the Rights, the Rights affected by such order will no longer be exercisable and thereafter the only right of the holders of such Rights will be to receive the Common Shares (or Common Share equivalents) issuable by the Company in exchange for such Rights. This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated incorpo rated 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, obligationsobliga tions, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights for not more than ninety (90) days at the election of the Company and under the specific certain circumstances set forth specified in the such Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal above-mentioned office or offices of the Rights AgentAgent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Series A Shares as the Rights evidenced by the Right Certificate Certi ficate or Right Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 a redemption price of One Cent ($.01 0.01) per Right (subject the "REDEMPTION PRICE") at any time prior to adjustment the close of business ten (10) Business Days (as provided such term in defined in the Shareholder Rights Agreement) payable after the Shares Acquisition Date (as such term is defined in shares the Rights Agreement) unless the period for redemption is extended as permitted in the Rights Agreement. Thereafter, the Board of Common Stock Directors of the Company ("BOARD") may only redeem the Rights in certain specified circumstances, including in connection with certain events not involving an Acquiring Person or cash. The Company shall not be required to issue fractions an Affiliate or Associate of Rights or to distribute Right Certificates which evidence fractional Rightsan Acquiring Person. In lieu addition, the Company's right of such fractional redemption may be reinstated if, among other things, an Acquiring Person reduces its beneficial ownership to ten percent (10%) or less of the outstanding Common Shares of the Company in a transaction or series of transactions not involving the Company. Immediately upon the action of the Board ordering redemption of the Rights, there shall the Rights will no longer be paid to exercisable, except where the registered redemption is made in connection with an event not involving an Acquiring Person or Affiliate or Associate of an Acquiring Person (in which circumstance the effective time of the redemption may be deferred); and, in general, thereafter the only right of the holders of the Right Certificates with regard Rights evidenced hereby will be to which such fractional Rights would otherwise be issuable, an amount in cash equal to receive the same fraction Redemption Price. The terms of the current market value Rights evidenced by this Certifi cate may be supplemented or amended without the approval of a whole Right any holder of the Rights (or the Common Shares) as defined set forth in the Shareholder Rights Agreement. The Company No fractional Series A Shares will not be required to issue fractions of 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) issued upon the exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock evidenced hereby (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 integral multiples of one twoone-hundredth of a share of Preferred StockSeries A Share, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made as defined provided in the Rights Agreement. No holder of this Right Certificate 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 Series A 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 con tained 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 stock holders at any meeting thereof, or to give or withhold consent con sent 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 Right Certificate shall have been exercised exer cised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory obli gatory for any purpose until it shall have been countersigned counter signed by the Rights Agent.. WITNESS the facsimile signatures of the proper officers of the Company. Dated: ----------- CHIC BY H.I.S, INC. By ----------------------- Name: Title:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 per Right or (subject to adjustment as provided ii) exchanged in the Shareholder Rights Agreement) payable whole or in part for shares of Common Stock or cashother securities of the Company. The Immediately upon the action of the Board of Directors of the Company shall not be required to issue fractions authorizing redemption, the Rights will terminate and the only right of the holders of Rights or will be to distribute Right Certificates which evidence fractional Rightsreceive the redemption price. 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder This Rights Agreement, the Purchase Price and the number of 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 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 Right Certificate is subject to all of the terms, 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 Right 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 office of the Company Rights Agent and are also available upon written request to the principal Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights each Right evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) 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 occurrence of a whole Right as defined in Section 11(a)(ii) Event, and (ii) the Shareholder Rights AgreementClose of Business on the Final Expiration Date. The Company will not be required to issue fractions of 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) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 corporation action, or to receive notice of meetings meeting 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right The 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__. [Seal] ATTEST XXXXXX'X RESTAURANT GROUP, INC. _________________________________ By: _____________________________ Countersigned: EQUISERVE TRUST COMPANY, as Rights Agent By: _____________________________ B-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.) 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 Guaranteed: ________________________________ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a financial institution which is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. ________________________________________________________________________________ (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Beneficial Owner of the Rights evidenced by this Rights Certificate is not, and, to the knowledge of the undersigned, has never been, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________ Signature ________________________________________________________________________________

Event. As provided in the Shareholder Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Tax Benefits Preservation 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 Right 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 Rights Agreement Tax Benefits Preservation Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 $.01 0.001 per Right at any time prior to the earlier of the close of business on (subject to adjustment as provided i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in the Shareholder Rights Agreement) payable whole or in part, for shares of the Common Stock Stock, or cash. The Company shall not be required to issue fractions shares 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 preferred stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which Rights that are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (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 integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of one share Rights be exercised so that only whole shares of Preferred Stock as defined in the Rights Agreementwould be issued. No holder of this Right Rights 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 that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights AgreementTax Benefits Preservation Plan), 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementTax Benefits Preservation Plan. This Right 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: MODUSLINK GLOBAL SOLUTIONS, INC. By: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, 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 Medallion Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized Medallion Signature Guarantee Program.

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 holder of the Right CertificatesRights Certificate, 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 office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone hundred-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________, 2000 Attest: PHILXX XXXVICES CORPORATION By By Name: Name: Title: Title: [RIGHTS AGENT] By Name: Title: 57 [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 a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right 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 Right Rights Certificate shall be transferred or exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.01 per Right at any time on or before the earlier of the close of business on (subject i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement) payable and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred and twenty (120) days following a change in shares a majority of Common Stock or cashthe Board as a result of a proxy contest. The Company shall is not be required obligated 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 (other than fractions which are one two-hundredth or integral multiples of one two-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 upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Events (as such term is defined in the Shareholder Rights Agreementa Section 11 Event). This Right Rights Certificate is subject to all of the terms, 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 Right 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 office of the Company and are also available upon written request to the principal office or offices of the Rights AgentCompany. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.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 earlier of the close of business on (subject a) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to adjustment as provided in the Shareholder Rights Agreement) payable or (b) the Final Expiration Date. Under certain circumstances set forth in shares the Rights Agreement, the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority 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 Continuing Directors (other than fractions which are one two-hundredth or integral multiples of one two-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, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement). No holder fractional shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder, as such, of this Right 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 executive offices of the Company and the principal office Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors), or may be exchanged, in whole or in part, for Common Stock. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or 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 evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder holder, as such, of this Right 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20__. ATTEST: DELTA APPAREL, 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. 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-one hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration Date (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, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and 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 Person, the Board of Directors of the Company may exchange the Rights (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 as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashadjustment). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one-one two-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, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: CyberCash, Inc.

Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 executive offices of the Company and the principal office Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors), or may be exchanged, in whole or in part, for Common Stock. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or 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 evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder holder, as such, of this Right 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. ATTEST: Ryan's Family Steak Houses, Inc. By:________________________ By:________________________ Secretary President Countersigned: EQUISERVE TRUST COMPANY, N.A. 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:____________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Right Certificate __ are __ are not being transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, the undersigned __ did __ did not directly or indirectly acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ____________, _____ ______________________________ Signature NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Ryan's Family Steak Houses, Inc.: The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of: _________________________________________________________________________ _ (Please print name and address) ______________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: _________________________________________________________________________ _ (Please print name and address) ______________________________ (Please insert social security or other identifying number) Dated: ____________, _____ ____________________________________ Signature Signature Guaranteed:______________________ Exhibit B RYAN'S FAMILY STEAK HOUSES, INC. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On January 26, 1995, the Board of Directors of Ryan's Family Steak Houses, Inc. (the "Company") declared a dividend distribution of one Common Stock Purchase Right for each outstanding share of Common Stock of the Company to stockholders of record at the close of business on February 10, 1995. Each Right entitles the registered holder to purchase from the Company one half share of Common Stock, $1.00 par value per share (the "Common Stock"), at a cash exercise price of $25 per half share, subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Rights Agreement between the Company and EquiServe Trust Company, N.A., as Rights Agent, as amended and restated from time to time. Initially, the Rights will not be exercisable, will be attached to all outstanding shares of Common Stock, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earliest of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (other than an Exempt Person as defined in the Agreement) has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the date of said announcement being referred to as the "Share Acquisition Date") and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a Person or group owning 15% or more of the outstanding shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (a) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (b) new Common Stock certificates issued after February 10, 1995 will contain a notation incorporating the Shareholder Rights Agreement by reference, and (c) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on February 10, 2005 unless previously redeemed by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that (i) a Person acquires beneficial ownership of 15% or more of the Company's Common Stock, (ii) the Company is the surviving corporation in a merger with an Acquiring Person or any Affiliate or Associate and the Common Stock is not changed or exchanged, (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the Shareholder Rights Agreement, or (iv) an event occurs which results in an Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), proper provision will be made so that each holder of a Right will thereafter have the right to receive upon exercise thereof at the then current exercise price, that number of shares of Common Stock (or in certain circumstances, cash, property, or other securities of the Company) having a market value of two times such exercise price. However, the Rights are not exercisable following the occurrence of any of the events set forth above until such time as the Rights are no longer redeemable as set forth below. Notwithstanding any of the foregoing, rights that are or were beneficially owned by an Acquiring Person shall become null and void. In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right. At any time after any person becomes an Acquiring Person and prior to such the time such Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights which have become void), in whole or in part, at the exchange rate of one share of Common Stock per Right, subject to adjustment as provided in the Rights Agreement. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidence of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment, in cash will be made based on the fair market value of the Common Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the close of business on the tenth day after the Share Acquisition Date or the final expiration Date of the Rights (whichever is earlier). After the redemption period has expired, the Company's right of redemption may be reinstated upon the approval of the Board of Directors if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 on file is available free of charge from the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 (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 $.01 0.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to close of business on (i) the same fraction of the current market value of a whole Right tenth Business Day (as defined in the Shareholder Rights Agreement) following the Stock Acquisition Date (as such time period may be extended. The Company will not be required pursuant to issue fractions of 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) upon exercise of the Rights or to distribute certificates which evidence Agreement), and (ii) the Final Expiration Date. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than than, except the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which that 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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 that 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 AgreementPlan, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Stock the Company's capital stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 AgreementPlan). This Right Certificate is Rights Certificate, and the Rights evidenced hereby, are subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementPlan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder and thereunder of the Rights Agent, the Company and the holders of the Right Rights Certificates, which limitations of rights include (without limitation) the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementPlan. In the event of any conflict or inconsistency between the terms, provisions and conditions of Rights as set forth in the Rights Plan and those described or set forth in this Rights Certificate, the terms, provisions and conditions set forth in the Rights Plan shall govern and prevail. Copies of the Rights Agreement Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. 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. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .005 per Right or (ii) may be exchanged in whole or in part for shares of Common Stock. Under certain circumstances set forth in the Rights Plan, the decision to redeem shall require the concurrence of a majority of the members of the full Board of Directors and a majority of any Independent Directors (as such term is defined in the Rights Plan). The Rights Plan is also subject to adjustment as provided amendment and supplement by the Company, on the terms and conditions set forth in the Shareholder Rights Agreement) payable in Plan. No fractional shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth of a share of Preferred StockShare) will be issued upon the exercise of the any Right or 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 evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights AgreementPlan. No holder of this Right Rights Certificate shall be entitled to vote (or consent with respect to) or receive dividends or be deemed for any purpose the holder of the any Preferred Shares or 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 Shareholder Rights Agreement Plan 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 or proceeding 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 Shareholder Rights AgreementPlan), 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementPlan. This Right 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:________________________________ PEDIATRIX MEDICAL GROUP, INC. By:____________________________________ By:______________________________ Name: Name: Title: 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 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:_____________________, 19__ _______________________________ Signature Signature Guarantee: ------------------- 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. Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Certificate Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 principal executive offices 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .001 per Right at any time prior to the 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 Agreement), 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. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common 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 Rights (other than Rights which are not subject to adjustment as provided in such exchange) will terminate and the Shareholder Rights Agreement) payable in will only enable holders to receive the shares of Common Stock or cashissuable upon such exchange. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stockthousandth (1/1,000) 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, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: [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 Shareholder Rights Agreement, the Purchase Pur- chase Price and the number and kind of one two-hundredths shares of a share of Preferred Pre- ferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Trigger- ing Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementAgree- ment, 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 Right 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 executive offices of the Company and are available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate Rights Certifi- cate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights AgreementAgree- ment, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .05 per Right at any time prior to the earlier of (subject i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or if the Stock Acquisition Date shall have occurred prior to adjustment the Record Date, the Close of Business on the tenth Business Day following the Record Date), as provided in such time period may be extended pursuant to the Shareholder Rights Agreement, and (ii) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right Final Expiration Date (as defined in the Shareholder Rights AgreementAgree- ment). The If the Company will not be required to issue fractions of so determines, no fractional shares of Preferred Stock will be issued upon the exer- cise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 hun- dredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 affect- ing stockholders (except as provided in the Shareholder Rights AgreementAgree- ment), or to receive dividends or other distributions or to exercise any preemptive dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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. _______________________ By Secretary Name: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By_____________________ Authorized Signature [Form of Reverse Side of Rights Certificate] 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 consti- tute 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); and (2) after due inquiry and to the best knowl- edge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Acquiring Person. Dated: ___________ ___, 19__ ______________________ Signature Signature Guaranteed: 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 whatsoev- er. ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: TEXTRON 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: ______________ ___, 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Cer- tificate [ ] 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 Agree- ment); and (2) after due inquiry and to the best knowl- edge of the undersigned, the undersigned [ ] 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 any such Acquiring Person. Dated: ____________ __, 19__ Signature Signature Guaranteed: 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.

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number (or fraction thereof) and kind of one two-hundredths shares of a share 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 Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Series A Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .000001 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement) payable and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of at least 80% of the members of the Board of Directors of the Company. After the expiration of the redemption period, 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 cashseries of transactions not involving the Company. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 Series A Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth 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 Series A Preferred Stock). In , but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: 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 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:

Event. As provided in the Shareholder Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Right 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 Rights Agreement Tax Benefits Preservation Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 $.01 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common 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 Rights (other than Rights that are not subject to adjustment such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby of a share of Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Shareholder Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreement) payable in be exercised so that only whole shares of Common Stock or cash. The Company shall not would be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of 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) 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, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreementissued. No holder of this Right 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 that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights AgreementTax Benefits Preservation Plan), 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementTax Benefits Preservation Plan. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights AgentAgent (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 [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, 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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right 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 Right Rights Certificate shall be transferred or exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.01 per Right at any time on or before the earlier of the close of business on (subject i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashand (ii) the Final Expiration Date. The Company shall is not be required obligated 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 (other than fractions which are one two-hundredth or integral multiples of one two-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 upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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.

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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration Date (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, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (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 as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashadjustment). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 office of the Company and are also available upon written request to the principal Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the shareholder services office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of shares one two-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject a) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided the Rights Agreement), and (b) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in shares , the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority of the Right Certificates with regard to which Continuing Directors (as 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 term is defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any right or rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 thousandths of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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.)

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all the terms of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions terms 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .001 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in shares , the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority 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 Continuing Directors (as defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of 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) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 upon 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________________________.

Event. As provided in the Shareholder Stockholder Rights Agreement, the Purchase Price and the number of one twoone-hundredths thousandths of a share of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Stockholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Stockholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Stockholder Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Stockholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Stockholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Stockholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one twoone-hundredth thousandths or integral multiples of one two-hundredth one 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 twoone-hundredth thousandth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this 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 Stockholder 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 Stockholder 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 Right Certificate shall have been exercised as provided in the Shareholder Stockholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of _________, ______. [SEAL] ATTEST: xxxxxxxx.xxx, inc. Attest: By By ----------------------------- ------------------------------- Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By ---------------------------- Authorized Signatory 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: 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 the Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Interested Stockholder thereof (as such terms are defined in the Shareholder 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 or subsequently became an Interested Stockholder. --------------------------- Signature

Event. As provided in the Shareholder Rights Agreement, the Purchase Price number and the number kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .001 per Right at any time prior to the earlier of the close of business on (subject to adjustment i) the tenth Business Day (as provided such term is defined in the Shareholder Rights Agreement) payable following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date. Notwithstanding the foregoing, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board of Directors of the Company as a result of a proxy contest. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions Rights which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths of a share of Preferred Stock Preference Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 Right CertificatesRights, 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 office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Preference Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate or Right Certificates for the number of whole Rights not exercised. 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 the Company's common shares or Preference Shares at an exchange ratio (subject to adjustment) of one common share or one one-thousandth of a Preference Share per Right. Subject to the provisions of the Shareholder 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 $.01 U.S.$0.001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in cash, common shares or other consideration deemed appropriate by the Board of Common Stock or cashDirectors of the Company). The Company shall is not be required obligated to issue fractions fractional shares upon the exercise of any Right or 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 evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock) upon exercise Preference Share, which may, at the election 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 StockCompany, be evidenced by depositary receipts). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of the Rights evidenced by this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preference Shares, common 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 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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. The common seal of XOMA LTD. was affixed hereto in the presence of: --------------------------------------- Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent ------------------------------- Authorized Signatory Date of Countersignature: [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) ________________________________________________________________________________ the Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer such Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ___________________________________ Signature Signature Guaranteed: ____________________ (Signatures must be guaranteed by a commercial bank or trust company or by a member of the New York Stock Exchange.)

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights 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 Right 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 available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 0.001 per Right at any time prior to the earliest of the Close of Business on (subject i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement) payable 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 15% (or, in the case of the Grandfathered Stockholder, 20% or less) of the outstanding shares of Common Stock in a transaction or cashseries of transactions not involving the Company and there are no other Acquiring Persons. 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 two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), and in lieu thereof a cash payment may be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Exercise Price and the number of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 executive offices of the Company and the principal office Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 Board of Directors of the Company at its option at a redemption price of $.01 0.02 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. [Corporate Seal] PERINI CORPORATION Attested: By___________________________ Name: Title: [Chairman, President By________________________ or Vice President] [Clerk or Assistant Clerk] Countersigned: _____________________________ Name: THE FIRST NATIONAL BANK OF Title: [Treasurer or BOSTON, as Rights Agent Assistant Treasurer] -------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT 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:________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject to adjustment i) the tenth day following the Stock Acquisition Date (as provided such number of days may be extended), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in , the decision to redeem shall require the concurrence of a majority of the Disinterested Directors. Thereafter, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to shares of Common Voting Stock representing 10% or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders less of the Right Certificates with regard to which such Voting Power in a transaction or series of transactions not involving the Company. No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this 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 This 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________________ ATTEST: Dominion Bridge Corporation ________________________________ By_________________________________ Title: _________________________ Title: ____________________________ Countersigned: Continental Stock Transfer & Trust Company By____________________________________ Authorized Officer

Event. As provided in the Shareholder Rights Agreement, the Purchase Price (in certain limited circumstances) and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Right 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 Shareholder 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 the principal above-mentioned office of the Rights Agent and are also available upon written request to the Company. Subject to the provisions of the Rights Agreement, this Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right CertificateAgent designated for such purpose, with or without other Right Certificates, upon surrender at the principal office Form of Election and Certificate set forth on the Rights Agentreverse side duly executed, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 a redemption price of $.01 per Right (redeemed, subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares , at a redemption price of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute $.001 per Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to which close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such fractional Rights would otherwise time period may be issuable, an amount in cash equal extended pursuant to the same fraction Rights Agreement), (ii) the tenth Business Day after a determination that a Person is an Adverse Person, or (iii) the Final Expiration Date. Subject to the provisions of the current market value of a whole Right as defined in the Shareholder Rights Agreement, the Company may, at its option, at any time after a Section 11(a)(ii) Event, exchange all or part of the Rights evidenced by this Certificate for Preferred Share Fractions, or, upon an appropriate Section 24(a) election, Common Shares. The Company No fractional Preferred Shares will not be required to issue fractions issued upon the exercise of shares of Preferred Stock any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 Share Fraction), but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Shareholder 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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:____________________________ ATTEST:___________________________ VITAL IMAGES, INC. __________________________________ By:_____________________________________ Title:__________________________________ Countersigned: [RIGHTS AGENT] By:_______________________________ Authorized Officer [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:________________________________ Enter taxpayer identification number of transferee ==================================== Tax ID #: ==================================== The signature must correspond in ==================================== every particular, without alteration, Sign here: with the name(s) as printed on your certificate. If acting in a special capacity (executor, administrator, custodian, etc.), the capacity must be indicated. ==================================== SIGNATURE GUARANTEED MEDALLION GUARANTEED* ___________________________________ (Authorized Signature)

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share of Preferred Stock Common Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 Corporation and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company Corporation and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Common Shares or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 Corporation at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock Shares or cash. The Company shall not 62 No fractional Common Shares will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or 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 evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate 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 Common 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 Shareholder Rights Agreement or herein be construed to confer upon the holder hereofthereof, 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 executive offices of the Company and the principal office Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors), or may be exchanged, in whole or in part, for Common Stock. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or 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 evidenced hereby, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder holder, as such, of this Right 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, 19__.

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 above-mentioned office of the Rights Agent and at the executive offices of the Company and the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal designated office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the the.Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate or 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 (a) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided at any *The portion of the legend in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there brackets 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 (other than fractions which are one two-hundredth or integral multiples of one two-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, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agentinserted only if applicable.

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 AgreementAgree ment). This Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of a share of each of the Preferred Stock or other securities Stock--Series Sixth and Preferred Stock--Series Eighth as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of the applicable class or series (which the holder would be entitled to receive upon 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 owns 50% or more of the Voting Power (as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such Company. No 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 Stock--Series Sixth and Preferred Stock--Series Eighth will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 Stock--Series Sixth and Preferred Stock--Series Eighth 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 identif ying number of transferee)

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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-one thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date, and (ii) the Final Expiration Date (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 Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (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 (or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of Common Stock) per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashadjustment). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one-one two-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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. Dated as of , ----------------- ------- INFORMAX, INC. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Countersigned: Dated as of , ----------------- ------- AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: ------------------------------- Authorized Signatory 66 [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 Shareholder Rights Agreement, the Purchase Price (in certain limited circumstances) and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right 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 Shareholder Rights Agreement), cash, property or other securities may be issued by the Company upon the exercise hereof in lieu of shares of Common Stock. This Right Rights Certificate is subject to all of the terms, 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 Right 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 the principal above-mentioned office of the Rights Agent and are also available upon written request to the Company. Subject to the provisions of the Rights Agreement, this Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right CertificateAgent designated for such purpose, with or without other Right Certificates, upon surrender at the principal office Form of Election and Certificate set forth on the Rights Agentreverse side duly executed, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 a redemption price of $.01 .001 per Right (Right, subject to adjustment as provided in the Shareholder Rights Agreement, at any time prior to the earlier of the close of business on (i) payable in 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 (iii) the Final Expiration Date. Subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Section 11(a)(ii) Event, exchange all or part of the Rights evidenced by this Certificate for shares of Common Stock or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu a series of such fractional Rights, there shall be paid to the registered holders preferred stock of the Right Certificates Company with regard to which such fractional Rights would otherwise be issuablerights, an amount in cash equal to privileges and other terms substantially the same fraction of as the current market value of a whole Right as defined in the Shareholder Rights AgreementCommon Stock. The Company will not be required Subject to issue fractions of 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) upon exercise of the Rights or to distribute certificates which evidence certain exceptions, no fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby if in lieu thereof 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 Stockcash payment is made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: __________________ ITI TECHNOLOGIES, INC. By: ________________________________ ATTEST: Title: ________________________________ ____________________________________ Countersigned for purposes of authentication only: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION 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: _________________ Enter taxpayer identification Tax ID#:______________________ number of transferee The signature must correspond in every Sign here:____________________ particular, without alteration, with the name(s) as printed on your certificate(s). If acting in a special capacity (Executor, Administrator, Custodian, etc.) the capacity must be indicated. Your signature must be medallion guaranteed * SIGNATURE GUARANTEED by an eligible guarantor institution as defined MEDALLION GUARANTEED * below. (Name of Financial Institution) ______________________________ (Authorized Signature)

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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration Date (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, 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 such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (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 as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashadjustment). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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

Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or the Rights Agent. Upon surrender at the office or offices of the Rights Agent. This Agent designated for such purpose, this Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, Certificate may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right 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 Shareholder 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 $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall is not be required obligated 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 stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth tenth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates share, 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 Stockmay, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this 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 thereofthe Company, 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 be evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.depository

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 office of the Company and are also available upon written request to the principal Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the shareholder services office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject a) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided the Rights Agreement), and (b) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in shares , the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority of the Right Certificates with regard to which Continuing Directors (as 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 term is defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any right or rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 McKINNON CORPORATION _________________________ 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.)

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal above-mentioned office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor Agent and date evidencing Rights entitling the holder are also available upon written request to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercisedAgent. 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in shares of Common Stock or cashthe Final Expiration Date. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Dated as of August __, 1998 ATTEST: CORECOMM LIMITED ________________________________ By: _____________________ Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: ____________________________ Authorized Signature B-4 52 (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: 53 Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one twoone-hundredths thousandths of a share of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or 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 a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one twoone-hundredth thousandths or integral multiples of one two-hundredth one 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 twoone-hundredth thousandth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of _________, ______. [SEAL] ATTEST: theglobe.com, inc. Attest: By Xx ------------------------------- ----------------------------- Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Right Agent By ------------------------------- Authorized Signatory 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: 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 Interested Stockholder thereof (as such terms are defined in the Shareholder 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 or subsequently became an Interested Stockholder. ___________________________ Signature Form of Reverse Side of Right Certificate -- continued --------------------------------------------------------------------------

Event. As provided in the Shareholder Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Tax Benefits Preservation 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 Right 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 Rights Agreement Tax Benefits Preservation Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 $.01 0.001 per Right at any time prior to the earlier of (subject to adjustment as provided i) the close of business on the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in the Shareholder Rights Agreement) payable whole or in part, for shares of the Common Stock Stock, or cash. The Company shall not be required to issue fractions shares 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 preferred stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which Rights that are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (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 integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of one share Rights be exercised so that only whole shares of Preferred Stock as defined in the Rights Agreementwould be issued. No holder of this Right Rights 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 that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights AgreementTax Benefits Preservation Plan), 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementTax Benefits Preservation Plan. This Right 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: DRIVE SHACK INC. By Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, 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. 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration Date (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, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and 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 Person, the Board of Directors of the Company may exchange the Rights (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 as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashadjustment). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 ________________ ___, _______ Startec Global Communications Corporation By:________________________________ Name:______________________________ Title:_____________________________ Attest: ________________________________ 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: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined 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 any such Person. Dated:_________________________, _________ ________________________________ Signature Signature Guaranteed:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all the terms of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions terms 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in shares , the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority 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 Continuing Directors (as defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of 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) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 upon 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: NAPRO BIOTHERAPEUTICS, INC. By: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY 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: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 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 This Rights Agreement are on file Certificate, with or without other Rights Certificates, upon surrender at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in shares of Common Stock or cashthe Final Expiration Date. The Company shall is not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right 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 two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment may be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 office of the Company and are also available upon written request to the principal Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the shareholder services office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject a) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (b) payable the Final Expiration Date. For 180 days following a change in shares control of Common Stock the Board of Directors of the Company, that has not been approved by the Board of Directors, occurring within six months of an unsolicited third party acquisition or cash. The Company shall 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, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not be required to issue fractions followed, and if their decision regarding redemption and/or any acquisition or business combination is challenged as a breach of Rights fiduciary duty of care or to distribute Right Certificates which evidence fractional Rights. In lieu 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 applicable, such transaction. No 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 will be issued upon the exercise of any right or rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of (subject i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to adjustment as provided the 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 Shareholder Rights Agreement) payable in , the decision to redeem shall require the concurrence of a majority of the Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 15% or less of the outstanding shares of Common Stock in a transaction or cashseries of transactions not involving the Company. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one twointegral-hundredth or integral multiples of one two-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 twoone-hundredth of a share of Preferred Stock). In , but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-tenths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration Date (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, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and 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 Person, the Board of Directors of the Company may exchange the Rights (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 as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashadjustment). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 tenth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: FIRST COASTAL CORPORATION _____________________________ By:________________________________ 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: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Events (as such term is defined in the Shareholder Rights Agreementa Section 11 Event). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementXxxxx- ment, 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 Right 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 office of the Company and are also available upon written request to the principal office or offices of the Rights AgentCompany. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Certificates for representing 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 $.01 .00125 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 earlier of the close of business on (subject a) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to adjustment as provided in the Shareholder Rights Agreement) payable or (b) the Final Expiration Date. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. The Company is not required to issue any fractional shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to upon 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 (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or 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 evidenced hereby, but in lieu thereof may make 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 Stockcash payment, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder holder, as such, of this Right 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: INTEGRATED TECHNOLOGY USA, INC. By ------------------------------- ---------------------------- Secretary 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) __________________________________________________________________ (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:__________________________ __________________________ 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 executive offices of the Company and are available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 .05 per Right at any time prior to the earlier of (subject i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or if the Stock Acquisition Date shall have occurred prior to adjustment the Record Date, the Close of Business on the tenth Business Day following the Record Date), as provided in such time period may be extended pursuant to the Shareholder Rights Agreement, and (ii) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right Final Expiration Date (as defined in the Shareholder Rights Agreement). The If the Company will not be required to issue fractions of so determines, no fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-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-one- hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, 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 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 executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or the Rights Agent. Upon surrender at the office or offices of the Rights Agent. This Agent designated for such purpose, this Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, Certificate may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right 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 Shareholder 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 $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall is not be required obligated 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 stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth tenth of a share of Preferred Stock) upon exercise share, which may, at the election 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 StockCompany, be evidenced by depository receipts). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, 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 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 Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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. 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-one thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 0.005 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date, and (ii) the Final Expiration Date (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 Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (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 (or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of Common Stock) per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashadjustment). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one-one two-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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. Dated as of _____________,_______ XM SATELLITE RADIO HOLDINGS INC. By:__________________________ Name:________________________ Title:_______________________ By:__________________________ Name:________________________ Title:_______________________ Countersigned: Dated as of _____________,_______ EQUISERVE TRUST COMPANY, N.A. as Rights Agent By:______________________________ Authorized Signatory [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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 AgreementAgree- ment). This Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of a share of each of the Preferred Stock or other securities Stock--Series Sixth and Preferred Stock--Series Eighth as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be 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 as provided in for any stock split, stock dividend or similar transaction) following the Shareholder Rights Agreement) payable in Stock Acquisition Date and prior to the time an Acquiring Person owns 50% or more of the shares of Common Stock or cashthen outstanding. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No 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 Stock--Series Sixth and Preferred Stock--Series Eighth will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-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 thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 Stock--Series Sixth and Preferred Stock--Series Eighth 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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. 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 Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights 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 Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period-may be extended pursuant to adjustment the Rights Agreement), and (ii) the Final Expiration Date (as provided defined in the Shareholder Rights Agreement) payable in ). After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or cashseries of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid Subject to the registered holders provisions of the Right Certificates with regard to which such fractional Rights would otherwise be issuableAgreement, an amount in cash equal to the same fraction Board of Directors of the current market value Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of a whole one share of Common Stock per Right as defined in the Shareholder Rights Agreement(subject to adjustment). The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby, (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise Stock which may, at the election 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 Company, be evidenced by depositary receipts, but in lieu thereof 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 Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights 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 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 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 . ------------------ ---

Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share of Preferred Stock or other securities which Common Shares that may be purchased upon the exercise of the Rights evidenced by this Right Rights 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)Events. This Right Rights Certificate is subject to all of the terms, 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 Right 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 above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Common Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the fifteenth day following the Share Acquisition Date (as such time period may be extended pursuant to adjustment the Rights Agreement), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding Common Shares in a transaction or series of transactions not involving the Company. 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 Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of 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) 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, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of the 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 Shareholder 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 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 Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: Countersigned: THE CHASE MANHATTAN BANK, NATIONAL ASSOCIATION, 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: