EXHIBIT 4.5
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement, between the Corporation and
U.S. Stock Transfer Corporation, dated as of November 5, 2001, as it may be
amended (the "Rights Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of the Corporation. Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. The Corporation will mail to
the holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. As described in the Rights
Agreement, Rights issued to or acquired by any Acquiring Person or any Affiliate
or Associate thereof (each as defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder,
shall, under certain circumstances, become null and void.
