EXHIBIT 4.1 ----------- Rights Agreement, incorporated herein by reference as exhibit 4.1 to the Company's report on Form 8-A dated July 30, 1999, and filed on August 3, 1999.

                               EXHIBIT 4.1
                               -----------

Rights Agreement, incorporated herein by reference as exhibit 4.1 to the
Company's report on Form 8-A dated July 30, 1999, and filed on August 3,
1999.