content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                      Filed pursuant to Section 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                                     May 4, 2000
                           Date of Earliest Event Reported
  
  
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (847) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
  
  
  
  
  
  
                                        -1-
  <PAGE>
  
  Item 5   Other Events
  
           A. On November 4, 1997, the Board of Directors of the Company adopted a
  shareholder  rights  plan  governed  by the  terms  of a Rights  Agreement  (the
  "Original Rights Agreement") and authorized and declared a dividend distribution
  of one Right for each share of common stock,  par value $0.10 per share,  of the
  Company (the "existing  common  stock")  outstanding at the Close of Business on
  November 17, 1997 (the "Record  Date"),  and has  authorized the issuance of one
  Right (as such number may be hereinafter  adjusted  pursuant to Section 11(i) or
  11(p)  hereof) for each share of  existing  common  stock of the Company  issued
  between  the  Record  Date  (whether  originally  issued or  delivered  from the
  Company's  treasury)  and the  Distribution  Date and, in certain  circumstances
  provided in Section 22 hereof, after the Distribution Date, each Right initially
  representing  the right to purchase  one  one-thousandth  of a share of Series C
  Junior  Participating  Preferred Stock, par value $0.10 per share (the "Series C
  Preferred Shares"), of the Company having the rights, powers and preferences set
  forth in the  Exhibit A  attached  hereto,  upon the terms  and  subject  to the
  conditions hereinafter set forth (the "Original Rights").
  
           B. On April 20, 2000, the  shareholders of the Company approved certain
  amendments to the Company's  Amended and Restated  Articles of Incorporation (as
  so amended, the "Restated Charter")  authorizing the issuance of Comdisco,  Inc.
  -- Ventures  Stock (the  "Ventures  Stock") as a new series of common  stock and
  redesignating (the  "Redesignation")  each share of existing common stock as one
  share of Comdisco,  Inc. -- Comdisco Stock (the "Comdisco Stock").  As of May 4,
  2000  ("Redesignation  Date"), the Board of Directors adopted this amendment and
  restatement of the Original  Agreement  effective upon the  Redesignation (as so
  amended and restated,  the "Agreement") and, conditioned upon and simultaneously
  with the Redesignation, redesignated each Original Right as a Comdisco Right and
  authorized  the  issuance  of one  Comdisco  Right and one  Ventures  Right with
  respect to each share of Comdisco Stock and Ventures Stock,  respectively,  that
  shall  become  outstanding  (i)  after the  Redesignation  Date and  before  the
  earliest of the Distribution  Date, the Redemption Date and the Final Expiration
  Date (as such terms are  defined  in  Sections 3 and 7 hereof) or (ii) after the
  Distribution  Date but before the  earlier of the  Redemption  Date or the Final
  Expiration  Date, if such Common Share became  outstanding (A) upon the exercise
  of a stock option, (B) pursuant to any employee plan or arrangement, or (C) upon
  the  conversion or exchange of a security  which option,  plan,  arrangement  or
  security was granted,  established or issued, as the case may be, by the Company
  before the Distribution Date.
  
           Each "Comdisco Right",  as so redesignated,  will continue to represent
  the right to purchase one  one-thousandth  of a Series C Preferred  Share having
  the rights and  preferences  set forth in Exhibit A hereto,  and each  "Ventures
  Right" will  represent  the right to purchase one  one-thousandth  of a share of
  Series D Junior  Participating  Preferred  Stock, par value $0.10 per share (the
  "Series D Preferred  Shares"),  of the Company having the rights and preferences
  set forth in the Restated  Charter, in each such case upon the terms and subject
  to the conditions therein set forth.
  
  Item 7   Financial Statements and Exhibits
  
       (c) Exhibits. The following documents are filed as exhibits to this current
           report.
  
       4.1. Amended  and Restated  Rights Agreement (the "Agreement"), dated as of
            May 4,  2000,  between  the  Registrant  and  ChaseMellon  Shareholder
            Services,  L.L.C., as Rights Agent, effective as of the  Redesignation
            (as defined in the Agreement)
  
                                        -2-
  <PAGE>
  
  
  
  
  
  SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly caused this Current  Report on Form 8-K to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
  
  
                                                                COMDISCO, INC.
  
  
  
  Date: June 14, 2000                                by:     /s/David J. Keenan
                                                                ------------------
                                                                   David J. Keenan
                                                             Senior Vice President
                                                                    and Controller
  
  
                                        -3-
  <PAGE>
  
                   -----------------------------------------------
  
                                   COMDISCO, INC.
  
                                         and
  
                      CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
  
                                    Rights Agent
  
                               -----------------------
  
                        Amended and Restated Rights Agreement
  
                               Dated as of May 4, 2000
  
                   -----------------------------------------------
  
  
  <PAGE>
  
  
  
  Execution Copy:  May 4, 2000
                                  Table of Contents
  <TABLE>
  
                                                                                                        Page
  
  <S>         <C>                                                                                          <C>
  
  Section 1.  Certain Definitions..........................................................................3
  Section 2.  Appointment of Rights Agent..................................................................7
  Section 3.  Issue of Rights Certificates.................................................................7
  Section 4.  Form of Rights Certificates..................................................................9
  Section 5.  Countersignature and Registration...........................................................10
  Section 6.  Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed,
              Lost or Stolen Rights Certificates..........................................................10
  Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights...............................11
  Section 8.  Cancellation and Destruction of Rights Certificates.........................................13
  Section 9.  Reservation and Availability of Capital Stock...............................................13
  Section 10.  Preferred Stock Record Date................................................................14
  Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights................15
  Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.................................22
  Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power.......................22
  Section 14.  Fractional Rights and Fractional Shares....................................................24
  Section 15.  Rights of Action...........................................................................25
  Section 16.  Agreement of Rights Holders................................................................26
  Section 17.  Rights Certificate Holder Not Deemed a Stockholder.........................................26
  Section 18.  Concerning the Rights Agent................................................................27
  Section 19.  Merger or Consolidation or Change of Name of Rights Agent..................................27
  Section 20.  Duties of Rights Agent.....................................................................28
  Section 21.  Change of Rights Agent.....................................................................29
  Section 22.  Issuance of New Rights Certificates........................................................30
  Section 23.  Redemption and Termination.................................................................30
  Section 24.  Exchange...................................................................................31
  Section 25.  Notice of Certain Events...................................................................32
  Section 26.  Notices....................................................................................33
  Section 27.  Supplements and Amendments.................................................................33
  Section 28.  Successors.................................................................................34
  Section 29.  Determinations and Actions by the Board of Directors, etc..................................34
  Section 30.  Benefits of This Agreement.................................................................34
  Section 31.  Severability...............................................................................35
  Section 32.  Governing Law..............................................................................35
  Section 33.  Counterparts...............................................................................35
  Section 34.  Descriptive Headings.......................................................................35
  
  EXHIBIT A.................................................................................................
  EXHIBIT B-1...............................................................................................
  EXHIBIT B-2...............................................................................................
  </TABLE>
  
  
  
  
  
  <PAGE>
  
  
                        AMENDED AND RESTATED RIGHTS AGREEMENT
  
           AMENDED AND RESTATED RIGHTS AGREEMENT,  is dated as of May 4, 2000 (the
  "Agreement"),  between COMDISCO,  INC., a Delaware  corporation (the "Company"),
  and CHASEMELLON  SHAREHOLDER  SERVICES,  L.L.C., a New Jersey limited  liability
  company (the "Rights Agent"), and shall be effective as of the Redesignation (as
  defined herein).
  
                                                            W I T N E S S E T H
  
           A. On November 4, 1997, the Board of Directors of the Company adopted a
  shareholder  rights  plan  governed  by the  terms  of a Rights  Agreement  (the
  "Original Rights Agreement") and authorized and declared a dividend distribution
  of one Right for each share of common stock,  par value $0.10 per share,  of the
  Company (the "existing  common  stock")  outstanding at the Close of Business on
  November 17, 1997 (the "Record  Date"),  and has  authorized the issuance of one
  Right (as such number may be hereinafter  adjusted  pursuant to Section 11(i) or
  11(p)  hereof) for each share of  existing  common  stock of the Company  issued
  between  the  Record  Date  (whether  originally  issued or  delivered  from the
  Company's  treasury)  and the  Distribution  Date and, in certain  circumstances
  provided in Section 22 hereof, after the Distribution Date, each Right initially
  representing  the right to purchase  one  one-thousandth  of a share of Series C
  Junior  Participating  Preferred Stock, par value $0.10 per share (the "Series C
  Preferred Shares"), of the Company having the rights, powers and preferences set
  forth in the  Exhibit A  attached  hereto,  upon the terms  and  subject  to the
  conditions hereinafter set forth (the "Original Rights").
  
           B. On April 20, 2000, the  shareholders of the Company approved certain
  amendments to the Company's  Amended and Restated  Articles of Incorporation (as
  so amended, the "Restated Charter")  authorizing the issuance of Comdisco,  Inc.
  -- Ventures  Stock (the  "Ventures  Stock") as a new series of common  stock and
  redesignating (the  "Redesignation")  each share of existing common stock as one
  share of Comdisco,  Inc. -- Comdisco Stock (the "Comdisco Stock").  As of May 4,
  2000  ("Redesignation  Date"), the Board of Directors adopted this amendment and
  restatement of the Original  Agreement  effective upon the  Redesignation (as so
  amended and restated,  the "Agreement") and, conditioned upon and simultaneously
  with the Redesignation, redesignated each Original Right as a Comdisco Right and
  authorized  the  issuance  of one  Comdisco  Right and one  Ventures  Right with
  respect to each share of Comdisco Stock and Ventures Stock,  respectively,  that
  shall  become  outstanding  (i)  after the  Redesignation  Date and  before  the
  earliest of the Distribution  Date, the Redemption Date and the Final Expiration
  Date (as such terms are  defined  in  Sections 3 and 7 hereof) or (ii) after the
  Distribution  Date but before the  earlier of the  Redemption  Date or the Final
  Expiration  Date, if such Common Share became  outstanding (A) upon the exercise
  of a stock option, (B) pursuant to any employee plan or arrangement, or (C) upon
  the  conversion or exchange of a security  which option,  plan,  arrangement  or
  security was granted,  established or issued, as the case may be, by the Company
  before the Distribution Date.
  
           Each "Comdisco Right",  as so redesignated,  will continue to represent
  the right to purchase one  one-thousandth  of a Series C Preferred  Share having
  the rights and  preferences  set forth in Exhibit A hereto,  and each  "Ventures
  Right" will  represent  the right to purchase one  one-thousandth  of a share of
  Series D Junior  Participating  Preferred  Stock, par value $0.10 per share (the
  "Series D Preferred  Shares"),  of the Company having the rights and preferences
  set forth in the  Restated  Charter,  which is attached as Exhibit A hereto,  in
  each such case upon the terms and subject to the conditions herein set forth.
  
           NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
  agreements herein set forth, the parties hereby agree as follows:
  
           Section 1.  Certain Definitions.  For purposes of this Agreement, the
                       following terms have the meanings indicated:
  
  
                    (a)(i) Except as provided in Clause (ii),  "Acquiring  Person"
  shall mean any Person who or which,  together with all Affiliates and Associates
  of such Person, shall be the Beneficial Owner of shares representing 15% or more
  of the total Voting Rights of all Common Stock then  outstanding,  but shall not
  include (A) the Company,  (B) any  Subsidiary  of the Company,  (C) any employee
  benefit plan of the Company or of any Subsidiary of the Company,  (D) any Person
  organized,  appointed or established by the Company for or pursuant to the terms
  of any such plan or (E) any Person who has  reported  or is  required  to report
  such ownership (but less than 25%) on Schedule 13G under the Exchange Act(or any
  comparable  or  successor  report) or on Schedule 13D under the Exchange Act (or
  any  comparable  or  successor  report)  which  Schedule  13D does not state any
  intention  to or reserve the right to control or  influence  the  management  or
  policies of the Company or engage in any of the actions  specified  in Item 4 of
  such  Schedule  (other  than the  disposition  of Common  Stock  and,  within 10
  Business Days of being requested by the Company to advise it regarding the same,
  certifies to the Company that such Person acquired shares representing in excess
  of 14.9% of the  total  Voting  Rights of all  Common  Stock  then  outstanding,
  inadvertently or without  knowledge of the terms of the Rights and who, together
  with all  Affiliates  and  Associates,  thereafter  does not acquire  additional
  shares of Common Stock while the Beneficial Owner of shares  representing 15% or
  more of the total Voting Rights of all Common Stock then outstanding,  provided,
  however, that if the Person described in this clause (E) requested to so certify
  fails to do so  within  10  Business  Days,  then such  Person  shall  become an
  Acquiring Person immediately after such 10 Business Day Period.
  
           (ii)  None of the following shall be considered an "Acquiring Person":
  
                 (A) any Person (an "Existing  Holder") who, at the  Redesignation
                 Date,  together  with  all  Affiliates  and  Associates  of  such
                 Existing Holder,  is the Beneficial Owner of shares  representing
                 20% or more of the total  Voting  Rights of all Common Stock then
                 outstanding,  until  such  time as such  Existing  Holder  or any
                 Affiliate or Associate of such  Existing  Holder shall become the
                 Beneficial Owner of any additional  shares of Common Stock or any
                 other Person who is the Beneficial Owner of any such shares shall
                 become an  Affiliate or Associate  of such  Existing  Holder,  if
                 after  giving  effect to such  additional  shares  or the  shares
                 beneficially  owned by such other Person,  such Existing  Holder,
                 together  with all  Affiliates  and  Associates  of such Existing
                 Holder,  shall be the Beneficial Owner of shares representing 30%
                 or more of the total  Voting  Rights  of all  Common  Stock  then
                 outstanding;
  
                 (B) any Person (a "Passive  Holder," which term shall include any
                 Existing  Holder)  who,  solely  as a  result  of  either  (1)  a
                 reduction  in the  number of shares of any  series  Common  Stock
                 outstanding  due to the repurchase of Common Stock by the Company
                 or (2) any  adjustment in the Voting Rights of the Ventures Stock
                 in  accordance  with the  provisions  of the  Company's  Restated
                 Charter ("Voting Rights Adjustment"), shall become, together with
                 all  Affiliates  and Associates of such Passive Holder after such
                 repurchase,  the Beneficial  Owner of shares  representing 15% or
                 more (30% or more,  in the case of any  Existing  Holder)  of the
                 total Voting Rights of all Common Stock then outstanding,  unless
                 and until such time as such  Passive  Holder or any  Affiliate or
                 Associate  of such Passive  Holder  shall  become the  Beneficial
                 Owner of any  additional  shares  of  Common  Stock or any  other
                 Person who is the Beneficial  Owner of any shares of Common Stock
                 shall become an Affiliate or Associate of such Passive Holder, if
                 after  giving  effect to such  additional  shares  or the  shares
                 beneficially  owned by such other  Person,  such Passive  Holder,
                 together  with all  Affiliates  and  Associates  of such  Passive
                 Holder,  shall be the Beneficial Owner of shares representing 15%
                 or more (30% or more, in the case of any Existing  Holder) of the
                 total Voting Rights of all Common Stock then outstanding. Each of
                 the  Existing   Holder's   successors   in  interest  that  would
                 beneficially  own, as a result of the transfer to such  successor
                 of any shares of Common Stock  beneficially  owned by an Existing
                 Holder  ("Existing  Holder Shares"),  shares  representing 15% or
                 more  of the  total  Voting  Rights  of  all  Common  Stock  then
                 outstanding  shall be treated as an Existing Holder.  An Existing
                 Holder's  successors in interest  shall be (i) the  beneficiaries
                 (whether  by testate or  intestate  succession)  of the  Existing
                 Holder's  estate and the trustee (in his  fiduciary  capacity) or
                 beneficiary  of any trust who obtains (by reason of the  Existing
                 Holder's  death)  beneficial  ownership  of any  Existing  Holder
                 Shares (ii) the  Existing  Holder's  estate,  (iii) donees of the
                 Existing Holder who are the Existing Holder's lineal  descendants
                 (including  Persons  adopted  prior  to  attaining  the age of 21
                 years) and the spouses of such lineal  descendants (iv) Qualified
                 Charitable Organizations, (v) trusts for the exclusive benefit of
                 Persons  listed  in  clauses  (iii)  and  (iv)  (including  split
                 interest  trusts and the trustee (in his  fiduciary  capacity) of
                 any such trust, (vi)  partnerships,  limited liability  companies
                 and  corporations in which the Persons listed in clause (iii) are
                 the exclusive partners, members or shareholders,  as the case may
                 be, and (vii) the Affiliates and Associates of the Persons listed
                 in the foregoing clauses (i) through (vi); or
  
                 (C) any Person who shall have become an Acquiring  Person  solely
                 as the result of either (i) an acquisition of Common Stock by the
                 Company  which,  by  reducing  the number of shares  outstanding,
                 increases the proportionate  number of shares  beneficially owned
                 by a  Person  to  shares  representing  15% or more of the  total
                 Voting Rights of all Common Stock of the Company then outstanding
                 as determined above; provided,  however, that if a Person becomes
                 the Beneficial  Owner of shares  representing  15% or more of the
                 total  Voting  Rights of all  Common  Stock of the  Company  then
                 outstanding  (as determined  above) solely by reason of purchases
                 of the  Common  Stock by the  Company  or as a result of a Voting
                 Rights Adjustment and shall,  after such purchases by the Company
                 or such Voting Rights Adjustment,  become the Beneficial Owner of
                 any  additional  shares of Common Stock by any means  whatsoever,
                 then such Person shall be deemed to be an Acquiring Person.
  
                   (b) "Adverse  Person"  shall mean any Person  declared to be an
                   Adverse  Person by the Board of  Directors  upon  determination
                   that the  criteria set forth in Section  11(a)(ii)(B)  apply to
                   such  Person;  provided,  however,  that the Board of Directors
                   shall not declare any Existing  Holder to be an Adverse Person;
                   provided,  further,  that the  Board  of  Directors  shall  not
                   declare  any  Person  who is the  Beneficial  Owner  of  shares
                   representing  10% or more of the  total  Voting  Rights  of all
                   Common Stock of the Company then  outstanding  to be an Adverse
                   Person if such  Person has  reported  or is  required to report
                   such  ownership  on Schedule 13G under the Exchange Act (or any
                   comparable  or  successor  report) or on Schedule 13D under the
                   Exchange  Act (or any  comparable  or successor  report)  which
                   Schedule  13D does not state any  intention  to or reserve  the
                   right to control or influence the management or policies of the
                   Company or engage in any of the actions  specified in Item 4 of
                   such Schedule  (other than the  disposition of Common Stock) so
                   long as such Person  neither  reports nor is required to report
                   such  ownership  other  than as  described  in this  proviso to
                   Section 1(b).
  
                   (c)  "Affiliate"  and  "Associate"  shall  have the  respective
                   meanings  ascribed  to such terms in Rule 12b-2 of the  General
                   Rules and  Regulations  under the  Securities  Exchange  Act of
                   1934, as amended and as in effect on the date of this Agreement
                   (the "Exchange Act").
  
                   (d) A Person  shall be deemed  the  "Beneficial  Owner" of, and
                   shall be deemed to "beneficially own," any securities:
  
                   (i) which such  Person or any of such  Person's  Affiliates  or
                   Associates,  directly or  indirectly,  has the right to acquire
                   (whether such right is  exercisable  immediately  or only after
                   the passage of time) pursuant to any agreement,  arrangement or
                   understanding  (whether or not in writing) or upon the exercise
                   of conversion rights,  exchange rights, other rights,  warrants
                   or options,  or  otherwise;  provided,  however,  that a Person
                   shall  not  be  deemed  the   "Beneficial   Owner"  of,  or  to
                   "beneficially  own,"  (A)  securities  tendered  pursuant  to a
                   tender or  exchange  offer  made by such  Person or any of such
                   Person's   Affiliates   or   Associates   until  such  tendered
                   securities  are  accepted  for  purchase  or  exchange,  or (B)
                   securities  issuable  upon exercise of Rights at any time prior
                   to the  occurrence  of a Triggering  Event,  or (C)  securities
                   issuable upon exercise of Rights from and after the  occurrence
                   of a Triggering Event which Rights were acquired by such Person
                   or any of such Person's  Affiliates or Associates  prior to the
                   Distribution Date or pursuant to Section 3(a) hereof or Section
                   22 hereof (the "Original  Rights") or pursuant to Section 11(i)
                   or 11(p)  hereof in  connection  with an  adjustment  made with
                   respect to any Original Rights;
  
                   (ii) which such Person or any of such  Person's  Affiliates  or
                   Associates,  directly or  indirectly,  has the right to vote or
                   dispose  of or has  "beneficial  ownership"  of (as  determined
                   pursuant  to Rule 13d-3 of the  General  Rules and  Regulations
                   under the Exchange Act),  including  pursuant to any agreement,
                   arrangement  or  understanding,  whether  or  not  in  writing;
                   provided,  however,  that a  Person  shall  not be  deemed  the
                   "Beneficial  Owner" of, or to "beneficially  own," any security
                   under  this  subparagraph  (ii) as a  result  of an  agreement,
                   arrangement  or  understanding  to vote such  security  if such
                   agreement, arrangement or understanding: (A) arises solely from
                   a  revocable  proxy  given in  response  to a  public  proxy or
                   consent  solicitation made pursuant to, and in accordance with,
                   the applicable  provisions of the General Rules and Regulations
                   under the Exchange Act, and (B) is not also then  reportable by
                   such  Person on  Schedule  13D under the  Exchange  Act (or any
                   comparable or successor report); or
  
                   (iii) which are beneficially owned, directly or indirectly,  by
                   any other Person (or any  Affiliate or Associate  thereof) with
                   which  such  Person  (or any of  such  Person's  Affiliates  or
                   Associates)  has any agreement,  arrangement  or  understanding
                   (whether  or not in  writing),  for the  purpose of  acquiring,
                   holding,  voting  (except  pursuant  to a  revocable  proxy  as
                   described in the proviso to subparagraph (ii) of this paragraph
                   (d)) or  disposing  of any voting  securities  of the  Company;
                   provided,  however,  that nothing in this  paragraph  (d) shall
                   cause  a  Person  engaged  in  business  as an  underwriter  of
                   securities to be the "Beneficial Owner" of, or to "beneficially
                   own,"   any   securities   acquired   through   such   Person's
                   participation  in good faith in a firm commitment  underwriting
                   until  the  expiration  of 40  days  after  the  date  of  such
                   acquisition.
  
                   (e)  "Business  Day" shall mean any day other than a  Saturday,
                   Sunday or a day on which banking  institutions  in the State of
                   New York or the city in which the office of the Rights Agent is
                   located are  authorized or obligated by law or executive  order
                   to close.  (f) "Close of Business" on any given date shall mean
                   5:00 P.M., New York City time, on such date; provided, however,
                   that if such  date is not a  Business  Day it shall  mean  5:00
                   P.M., New York City time, on the next succeeding Business Day.
  
                   (g) "Comdisco  Right" shall be the meaning set forth in Recital
                   B of this Agreement.
  
  
                   (h) "Comdisco  Stock" shall be the meaning set forth in Recital
                   B of this Agreement.
  
  
                   (i) "Common  Stock" when used in reference to the Company shall
                   mean shares of Comdisco  Stock and/or  Ventures  Stock,  as the
                   context  requires,  or other  shares  of  capital  stock of the
                   Company into which  Comdisco  Stock or Ventures  Stock shall be
                   re-classified  or  changed.   "Common  Stock"  when  used  with
                   reference to any Person  other than the Company  shall mean the
                   capital stock of such Person with the greatest voting power, or
                   the equity  securities or other equity interest having power to
                   control or direct the management, of such Person.
  
                   (j) "Current  Market Price" shall have the meaning  ascribed to
                   such term in Section 11(d) hereof.
  
  
                   (k)  "Person"  shall mean any  individual,  firm,  corporation,
                   partnership,  limited liability company,  trust or other entity
                   and shall  include any  successor  (by merger or  otherwise) to
                   such entity.
  
                   (m) "Preferred  Stock" shall mean the Series C Preferred Shares
                   and/or the Series F Preferred  Shares, as the context requires,
                   and, to the extent there are not sufficient  Series C Preferred
                   Shares or Series D Preferred  Shares  authorized to permit full
                   exercise of the Rights,  any other series of  Preferred  Stock,
                   par value $0.10 per share,  of the Company  designated for such
                   purpose containing terms substantially  similar to the terms of
                   Series  C  Preferred  Shares  or  Series  D  Preferred  Shares,
                   respectively.
  
                   (n) "Qualified Charitable Organization" shall mean a charitable
                   organization  described  in  all  of  Section  170(c),  Section
                   2055(a) and Section  2522(a) of the  Internal  Revenue  Code of
                   1986,  as amended (or any  successor  or  substitute  statute),
                   contributions to which are deductible for United States income,
                   estate and gift tax  purposes at the time of any transfer to or
                   for the benefit of or in trust for such organization.
  
                   (o)  "Section  11  Event"  shall  mean any event  described  in
                   Section 11(a)(ii)(A) or (B).
  
  
                   (p)  "Section  13  Event"  shall  mean any event  described  in
                   clauses (x), (y) or (z) of Section 13(a) hereof.
  
                   (q) "Series C Preferred Stock" shall have the meaning set forth
                   in Recital A of this Agreement.
  
                   (r) "Series D Preferred Stock" shall have the meaning set forth
                   in Recital B of this Agreement.
  
                   (s)  "Stock  Acquisition  Date"  shall  mean the first  date of
                   public  announcement  (which,  for purposes of this definition,
                   shall include,  without limitation,  a report filed pursuant to
                   Section  13(d)  under the  Exchange  Act) by the  Company or an
                   Acquiring Person that an Acquiring Person has become such.
  
                   (t) "Subsidiary"  shall mean, with reference to any Person, any
                   corporation of which an amount of voting securities  sufficient
                   to  elect  at  least  a  majority  of  the  directors  of  such
                   corporation is beneficially owned,  directly or indirectly,  by
                   such Person, or otherwise controlled by such Person.
  
                   (u)  "Triggering  Event" shall mean any Section 11 Event or any
                   Section 13 Event.
  
                   (v)  "Ventures  Stock"  shall  have the  meaning  set  forth in
                   Recital B of this Agreement a series of Common Stock registered
                   with  the  Securities  and  Exchange   Commission  (the  "SEC")
                   designated as such.
  
                   (x)  "Ventures  Rights"  shall  have the  meaning  set forth in
                   Recital B of this Agreement.
  
  
                   (y) "Voting  Rights"  when used with  reference  to the capital
                   stock of, or units of equity interest in, any Person shall mean
                   the  number  of  votes  entitled  to be cast  generally  in the
                   election  of  directors  of such  Person  (if such  Person is a
                   corporation) or to participate in the management and control of
                   such Person (if such Person is not a corporation).
  
           Section 2. Appointment of Rights Agent. The Company hereby appoints the
  Rights  Agent to act as agent for the Company in  accordance  with the terms and
  conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
  Company  may from  time to time  appoint  such  Co-Rights  Agents as it may deem
  necessary or desirable. The Rights Agent shall have no duty to supervise, and in
  no event shall be liable for, the acts or omissions of any such co-Rights Agent.
  
           Section 3.  Issue of Rights Certificates.
  
                    (a) Until the  earliest  of (i) the Close of  Business  on the
  tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock
  Acquisition  Date occurs  before the Record  Date,  the Close of Business on the
  Record  Date),  (ii) the Close of  Business on the tenth  Business  Day (or such
  later  date as the Board of  Directors  shall  determine)  after the date that a
  tender or exchange  offer by any Person (other than the Company,  any Subsidiary
  of the Company, any employee benefit plan of the Company or of any Subsidiary of
  the Company or any Person organized, appointed or established by the Company for
  or pursuant to the terms of any such plan) is first  published  or sent or given
  within the meaning of Rule 14d-2(a) of the General Rules and  Regulations  under
  the  Exchange  Act,  if upon  consummation  thereof,  such  Person  would be the
  Beneficial  Owner of 15% or more of the total Voting  Rights of all Common Stock
  then  outstanding or (iii) the Close of Business on the tenth Business Day after
  the Board of Directors determines, pursuant to the criteria set forth in Section
  11(a)(ii)(B)  hereof,  that a Person is an Adverse  Person (the earliest of (i),
  (ii) and (iii) being herein  referred to as the  "Distribution  Date"),  (x) the
  Rights will be evidenced  (subject to the  provisions  of paragraph  (b) of this
  Section 3) by the  certificates  for the Common Stock registered in the names of
  the holders of the Common  Stock (which  certificates  for Common Stock shall be
  deemed also to be certificates for their respective  Rights) and not by separate
  certificates,  and (y) the Rights will be  transferable  only in connection with
  the transfer of the underlying  shares of the Common Stock (including a transfer
  to the Company).  As soon as practicable after the Distribution Date, the Rights
  Agent will send by  first-class,  insured,  postage prepaid mail, to each record
  holder of the Common Stock as of the Close of Business on the Distribution Date,
  at the address of such holder shown on the records of the  Company,  one or more
  right certificates,  (the "Rights Certificates"),  evidencing one Right for each
  share of Common Stock so held,  subject to adjustment as provided herein. In the
  event that an  adjustment  in the number of Rights per share of Common Stock has
  been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution
  of the Rights Certificates, the Company shall make the necessary and appropriate
  rounding  adjustments  (in accordance  with Section 14(a) hereof) so that Rights
  Certificates  representing only whole numbers of Rights are distributed and cash
  is paid in lieu of any fractional Rights. As of and after the Distribution Date,
  the Rights will be evidenced solely by such Rights Certificates.
  
                    (b)  With  respect  to  certificates  for the  Comdisco  Stock
  outstanding  as of the  Redesignation  Date,  until the  Distribution  Date, the
  Rights will be evidenced  by such  certificates  for the Comdisco  Stock and the
  registered holders of the Comdisco Stock shall also be the registered holders of
  the  associated  Rights.  Until  the  earlier  of the  Distribution  Date or the
  Expiration  Date (as such term is defined in Section 7 hereof),  the transfer of
  any  certificates  representing  shares of  Comdisco  Stock in  respect of which
  Rights  have been  issued  shall  also  constitute  the  transfer  of the Rights
  associated with such shares of Comdisco Stock.
  
                    (c) Rights  shall be issued in respect of all shares of Common
  Stock  which  are  issued  (whether  originally  issued  or  delivered  from the
  Company's treasury) after the Redesignation Date but prior to the earlier of the
  Distribution Date or the Expiration Date or, in certain  circumstances  provided
  in Section 22 hereof,  after the Distribution  Date.  Certificates  representing
  such shares of Common Stock shall also be deemed to be certificates  for Rights,
  and shall bear the following legend:
  
           This  certificate  also  evidences  and entitles  the holder  hereof to
           certain Rights as set forth in the Rights Agreement  between  Comdisco,
           Inc. (the  "Company") and  ChaseMellon  Shareholder  Services,  L.L.C.,
           dated as of November 17, 1997,  as amended on May 4, 2000 and from time
           to time further  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   offices  of  the  Company.   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  Company  will  mail to the  holder  of this
           certificate a copy of the Rights Agreement, as in effect on the date of
           mailing,  without charge  promptly  after receipt of a written  request
           therefor.   Under  certain   circumstances  set  forth  in  the  Rights
           Agreement,  Rights  issued  to, or held by,  any  Person who is, was or
           becomes an Acquiring  Person or an Adverse  Person or any  Affiliate or
           Associate thereof (as such terms are defined in the Rights  Agreement),
           whether  currently  held  by or on  behalf  of  such  Person  or by any
           subsequent holder, may become null and void.
  
  With respect to such  certificates  containing the foregoing  legend,  until the
  earlier of (i) the  Distribution  Date or (ii) the  Expiration  Date, the Rights
  associated  with the Comdisco Stock  represented by such  certificates  shall be
  evidenced by such  certificates  alone and registered  holders of Comdisco Stock
  shall also be the registered  holders of the associated Rights, and the transfer
  of any of such  certificates  shall also  constitute  the transfer of the Rights
  associated with the Comdisco Stock represented by such certificates.
  
           Section 4.  Form of Rights Certificates.
           ---------------------------------------
  
                    (a) The  Rights  Certificates  (and the forms of  election  to
  purchase and of assignment to be printed on the reverse  thereof)  shall each be
  substantially  in the form set forth in  Exhibit  B-1 (in the case of a Comdisco
  Right) or Exhibit  B-2 hereto  (in the case of a Venture  Right)  hereto and may
  have such marks of identification or designation and such legends,  summaries or
  endorsements  printed thereon as the Company may deem  appropriate  which do not
  affect  the  duties  or  responsibilities  of the  Rights  Agent  and as are not
  inconsistent  with the  provisions of this  Agreement,  or as may be required to
  comply with any  applicable  law or with any rule or  regulation  made  pursuant
  thereto or with any rule or regulation of any stock exchange on which the Rights
  may  from  time to time be  listed,  or to  conform  to  usage.  Subject  to the
  provisions  of Section  11 and  Section  22  hereof,  the  Rights  Certificates,
  whenever  distributed,  shall be dated as of the  Record  Date and on their face
  shall entitle the holders thereof to purchase such number of one one-thousandths
  of a share of  Preferred  Stock as shall be set forth  therein  at the price set
  forth  therein  (such  exercise  price per one  one-thousandth  of a share,  the
  "Purchase  Price"),  but the amount and type of securities  purchasable upon the
  exercise  of each  Right and the  Purchase  Price  thereof  shall be  subject to
  adjustment as provided herein.
  
                    (b) Any Rights  Certificate issued pursuant to Section 3(a) or
  Section 22 hereof that represents Rights  beneficially owned by (i) an Acquiring
  Person,  an Adverse Person or any Associate or Affiliate of an Acquiring  Person
  or Adverse  Person,  (ii) a transferee of an Acquiring  Person or Adverse Person
  (or of any such  Associate  or  Affiliate)  who becomes a  transferee  after the
  Acquiring  Person or Adverse  Person  becomes  such, or (iii) a transferee of an
  Acquiring  Person or Adverse  Person (or of any such Associate or Affiliate) who
  becomes a  transferee  prior to or  concurrently  with the  Acquiring  Person or
  Adverse Person  becoming such and receives such Rights  pursuant to either (A) a
  transfer (whether or not for consideration) from the Acquiring Person or Adverse
  Person to holders of equity interests in such Acquiring Person or Adverse Person
  or to any  Person  with whom such  Acquiring  Person or  Adverse  Person has any
  continuing  agreement,  arrangement or  understanding  regarding the transferred
  Rights or (B) a  transfer  which  the  Board of  Directors  of the  Company  has
  determined  is part of a  plan,  arrangement  or  understanding  which  has as a
  primary  purpose or effect the avoidance of Section 7(e) hereof,  and any Rights
  Certificate  issued  pursuant to Section 6 or Section 11 hereof  upon  transfer,
  exchange,  replacement or adjustment of any other Rights Certificate referred to
  in this sentence, shall contain (to the extent feasible) the following legend:
  
                    The Rights  represented by this Rights Certificate are or were
           beneficially  owned by a Person who was or became an Acquiring  Person,
           Adverse  Person or an Affiliate or Associate of an Acquiring  Person or
           Adverse  Person  (as such terms are  defined in the Rights  Agreement).
           Accordingly,  this Rights Certificate and the Rights represented hereby
           may become null and void in the circumstances specified in Section 7(e)
           of such Agreement.
  
           Section 5.  Countersignature and Registration.
           ---------------------------------------------
  
                    (a) The Rights Certificates shall be executed on behalf of the
  Company by its  Chairman  of the Board,  its  President  or any Vice  President,
  either  manually or by facsimile  signature,  and shall have affixed thereto the
  Company's  seal or a facsimile  thereof which shall be attested by the Secretary
  or an  Assistant  Secretary  of the  Company,  either  manually or by  facsimile
  signature.  The Rights  Certificates shall be countersigned by the Rights Agent,
  either  manually  or by  facsimile  signature,  and  shall  not be valid for any
  purpose  unless so  countersigned.  In case any officer of the Company who shall
  have signed any of the Rights Certificates shall cease to be such officer of the
  Company before countersignature by the Rights Agent and issuance and delivery by
  the Company, such Rights Certificates, nevertheless, may be countersigned by the
  Rights  Agent and issued and  delivered  by the Company  with the same force and
  effect as though the person who signed such Rights  Certificates  had not ceased
  to be such officer of the Company;  and any Rights  Certificate may be signed on
  behalf of the Company by any person who, at the actual date of the  execution of
  such Rights  Certificate,  shall be a proper officer of the Company to sign such
  Rights  Certificate,  although  at the  date of the  execution  of  this  Rights
  Agreement any such person was not such an officer.
  
                    (b) Following the Distribution  Date and receipt by the Rights
  Agent of all  necessary  information,  the Rights Agent will keep or cause to be
  kept, at its office or offices designated as the appropriate place for surrender
  of Rights  Certificates  upon exercise or transfer,  books for  registration and
  transfer of the Rights Certificates issued hereunder.  Such books shall show the
  names and addresses of the respective  holders of the Rights  Certificates,  the
  number of Rights  evidenced on its face by each of the Rights  Certificates  and
  the date of each of the Rights Certificates.
  
           Section 6.  Transfer, Split Up, Combination and Exchange of Rights
  Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
  
  
                    (a) Subject to the  provisions of Section  4(b),  Section 7(e)
  and  Section  14  hereof,  at any  time  after  the  Close  of  Business  on the
  Distribution  Date,  and at or prior to the Close of Business on the  Expiration
  Date, any Rights  Certificate or  Certificates  (other than Rights  Certificates
  representing  Rights that have been exchanged pursuant to Section 24 hereof) may
  be transferred,  split up, combined or exchanged for another Rights  Certificate
  or  Certificates,  entitling the registered  holder to purchase a like number of
  one  one-thousandths  of a share of Preferred Stock (or,  following a Triggering
  Event, such Common Stock,  other  securities,  cash or other assets, as the case
  may be) as the Rights Certificate or Certificates surrendered then entitled such
  holder (or former holder in the case of a transfer) to purchase.  Any registered
  holder  desiring  to  transfer,   split  up,  combine  or  exchange  any  Rights
  Certificate or Certificates  shall make such request in writing delivered to the
  Rights Agent,  and shall surrender the Rights  Certificate or Certificates to be
  transferred,  split up,  combined or  exchanged  at the office or offices of the
  Rights  Agent  designated  for such  purpose.  Neither the Rights  Agent nor the
  Company  shall be  obligated to take any action  whatsoever  with respect to the
  transfer of any such surrendered  Rights  Certificate or Certificates  until the
  registered  holder shall have completed and signed the certificate  contained in
  the form of assignment set forth on the reverse side of such Rights  Certificate
  and  shall  have  provided  such  additional  evidence  of the  identity  of the
  Beneficial  Owner (or  former  Beneficial  Owner) or  Affiliates  or  Associates
  thereof as the Company  shall  reasonably  request.  Thereupon  the Rights Agent
  shall, subject to Sections 4(b), 7(e), 14 and 24 hereof, countersign and deliver
  to the Person entitled thereto a Rights Certificate or Certificates, as the case
  may be, as so requested.  The Company may require payment of a sum sufficient to
  cover any tax or charge  that may be imposed in  connection  with any  transfer,
  split up, combination or exchange of Rights Certificates. The Rights Agent shall
  have no duty or obligation  under this Section  unless and until it is satisfied
  that any such taxes and/or charges have been paid.
  
                    (b)  Upon  receipt  by the  Company  and the  Rights  Agent of
  evidence  reasonably  satisfactory  to them of the loss,  theft,  destruction or
  mutilation of a Rights Certificate,  and, in case of loss, theft or destruction,
  of indemnity or security  satisfactory to them, and reimbursement to the Company
  and the Rights Agent of all reasonable  expenses  incidental  thereto,  and upon
  surrender  to the Rights Agent and  cancellation  of the Rights  Certificate  if
  mutilated, the Company will execute and deliver a new Rights Certificate of like
  tenor to the Rights Agent for  countersignature  and delivery to the  registered
  owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.
  
           Section 7.  Exercise of Rights; Purchase Price; Expiration Date of
                       Rights.
  
  
                    (a) Subject to Section 7(e) hereof,  the registered  holder of
  any Rights  Certificate  may exercise the Rights  evidenced  thereby  (except as
  otherwise  provided herein including,  without  limitation,  the restrictions on
  exercisability  set forth in Section 9(c),  Section 11(a)(iii) and Section 23(a)
  hereof)  in  whole or in part at any  time  after  the  Distribution  Date  upon
  surrender of the Rights  Certificate,  with the form of election to purchase and
  the certificate on the reverse side thereof duly and properly  executed,  to the
  Rights  Agent at the office or offices of the Rights Agent  designated  for such
  purpose,  together with payment of the aggregate  Purchase Price with respect to
  the total number of one  one-thousandths of a share of Preferred Stock (or other
  securities,  cash  or  other  assets,  as the  case  may  be) as to  which  such
  surrendered Rights are then exercisable,  at or prior to the earliest of (i) the
  Close of Business on November 17, 2007 (the "Final Expiration  Date"),  (ii) the
  time at which the Rights  are  redeemed  as  provided  in Section 23 hereof,  or
  (iii), the time at which such Rights are exchanged pursuant to Section 24 hereof
  (the earliest of (i), (ii) and (iii) being herein referred to as the "Expiration
  Date").
  
                    (b) The Purchase Price for each one  one-thousandth of a share
  of Series C Preferred  Stock  pursuant to the exercise of a Comdisco Right shall
  initially  be $75 (as  adjusted,  the "Series C Purchase  Price").  The Purchase
  Price  for  each one  one-thousandth  of a share of  Series  D  Preferred  Stock
  pursuant  to the  exercise  of a  Ventures  Right  shall  initially  be $180 (as
  adjusted,  the "Series D Purchase  Price").  The Series C Purchase Price and the
  Series D Purchase Price and shall be subject to adjustment  from time to time as
  provided in Sections 11 and 13(a) hereof and shall be payable in accordance with
  paragraph (c) below.  References in this Agreement to the "Purchase Price" shall
  mean the Series C Purchase  Price  and/or  the Series D Purchase  Price,  as the
  context requires.
  
           (c) Upon  receipt  of a  Rights  Certificate  representing  exercisable
  Rights, with the form of election to purchase and the certificate on the reverse
  side thereof duly and properly executed, accompanied by payment, with respect to
  each Right so exercised, of the Purchase Price per one one-thousandth of a share
  of Preferred Stock (or other shares,  securities,  cash or other assets,  as the
  case may be) to be  purchased  as set forth  below  and an  amount  equal to any
  applicable  tax or charge,  the Rights  Agent  shall,  subject to Section  20(k)
  hereof,  thereupon  promptly (i) (A) requisition  from any transfer agent of the
  shares  of  Preferred  Stock  (or make  available,  if the  Rights  Agent is the
  transfer  agent  for such  shares)  certificates  for the  total  number  of one
  one-thousandths  of a share of Preferred Stock to be purchased,  and the Company
  hereby  irrevocably  authorizes  its  transfer  agent  to  comply  with all such
  requests,  or (B) if the Company  shall have elected to deposit the total number
  of shares of Preferred Stock issuable upon exercise of the Rights hereunder with
  a depositary  agent,  requisition from the depositary agent depositary  receipts
  representing such number of one one-thousandths of a share of Preferred Stock as
  are to be  purchased  (in which case  certificates  for the shares of  Preferred
  Stock represented by such receipts shall be deposited by the transfer agent with
  the depositary agent) and the Company will direct the depositary agent to comply
  with such request, (ii) requisition from the Company the amount of cash, if any,
  to be paid in lieu of fractional  shares in  accordance  with Section 14 hereof,
  (iii) after receipt of such certificates or depositary receipts,  cause the same
  to be  delivered  to or upon the order of the  registered  holder of such Rights
  Certificate,  registered  in such  name or  names as may be  designated  by such
  holder,  and (iv) after receipt  thereof,  deliver such cash, if any, to or upon
  the order of the registered  holder of such Rights  Certificate.  The payment of
  the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)
  hereof)  shall be made in cash or by certified  bank check or bank draft payable
  to the order of the Company. In the event that the Company is obligated to issue
  other  securities  (including  Common  Stock) of the  Company,  pay cash  and/or
  distribute  other  property  pursuant to Section 11(a) hereof,  the Company will
  make all arrangements necessary so that such other securities, cash and/or other
  property  are  available  for  distribution  by the  Rights  Agent,  if and when
  appropriate.  The Company  reserves the right to require prior to the occurrence
  of a Triggering  Event that, upon any exercise of Rights,  a number of Rights be
  exercised so that only whole shares of Preferred Stock would be issued.
  
                    (d) In case the  registered  holder of any Rights  Certificate
  shall  exercise  less  than  all the  Rights  evidenced  thereby,  a new  Rights
  Certificate  evidencing  Rights  equivalent to the Rights remaining  unexercised
  shall be issued by the Rights Agent and  delivered to, or upon the order of, the
  registered holder of such Rights  Certificate,  registered in such name or names
  as may be  designated  by such holder,  subject to the  provisions of Section 14
  hereof.
  
                    (e)   Notwithstanding   anything  in  this  Agreement  to  the
  contrary,  from and after the first occurrence of a Section 11 Event, any Rights
  beneficially owned by (i) an Acquiring Person, an Adverse Person or an Associate
  or Affiliate of an Acquiring  Person or Adverse Person,  (ii) a transferee of an
  Acquiring  Person or Adverse  Person (or of any such Associate or Affiliate) who
  becomes a transferee  after the Acquiring Person or Adverse Person becomes such,
  or (iii) a transferee of an Acquiring  Person or Adverse  Person (or of any such
  Associate or Affiliate) who becomes a transferee  prior to or concurrently  with
  the Acquiring  Person or Adverse  Person  becoming such and receives such Rights
  pursuant to either (A) a transfer  (whether or not for  consideration)  from the
  Acquiring  Person or  Adverse  Person to  holders  of equity  interests  in such
  Acquiring  Person or  Adverse  Person or to any Person  with whom the  Acquiring
  Person  or  Adverse  Person  has  any  continuing   agreement,   arrangement  or
  understanding regarding the transferred Rights or (B) a transfer which the Board
  of Directors of the Company has  determined  is part of a plan,  arrangement  or
  understanding  which has as a primary  purpose or effect the  avoidance  of this
  Section  7(e),  shall  become null and void without any further  action,  and no
  holder of such  Rights  shall have any rights  whatsoever  with  respect to such
  Rights, whether under any provision of this Agreement or otherwise.  The Company
  shall use all  reasonable  efforts to insure that the provisions of this Section
  7(e) and Section 4(b) hereof are complied  with,  but shall have no liability to
  any holder of Rights  Certificates or other Person as a result of its failure to
  make any determinations with respect to an Acquiring Person or Adverse Person or
  any of their respective Affiliates, Associates or transferees hereunder.
  
                    (f)   Notwithstanding   anything  in  this  Agreement  to  the
  contrary,  neither  the  Rights  Agent nor the  Company  shall be  obligated  to
  undertake any action with respect to a registered  holder upon the occurrence of
  any  purported  exercise as set forth in this  Section 7 unless such  registered
  holder shall have (i) completed and signed the certificate contained in the form
  of election to purchase set forth on the reverse side of the Rights  Certificate
  surrendered for such exercise, and (ii) provided such additional evidence of the
  identity of the Beneficial Owner (or former  Beneficial  Owner) or Affiliates or
  Associates thereof as the Company or the Rights Agent shall reasonably request.
  
           Section 8.  Cancellation  and Destruction of Rights  Certificates.  All
  Rights Certificates surrendered for the purpose of exercise, transfer, split up,
  combination  or  exchange  shall,  if  surrendered  to the Company or any of its
  agents,  be delivered to the Rights Agent for cancellation or in cancelled form,
  or, if surrendered to the Rights Agent,  shall be cancelled by it, and no Rights
  Certificates  shall be issued in lieu thereof  except as expressly  permitted by
  any of the provisions of this Agreement. The Company shall deliver to the Rights
  Agent for cancellation and retirement,  and the Rights Agent shall so cancel and
  retire,  any other  Rights  Certificate  purchased  or  acquired  by the Company
  otherwise  than upon the exercise  thereof.  The Rights Agent shall  deliver all
  cancelled Rights  Certificates to the Company,  or shall, at the written request
  of the Company,  destroy such cancelled  Rights  Certificates,  and in such case
  shall deliver a certificate of destruction thereof to the Company.
  
           Section 9.  Reservation and Availability of Capital Stock.
           ---------------------------------------------------------
  
                    (a) The Company  covenants and agrees that it will cause to be
  reserved  and kept  available  out of its  authorized  and  unissued  shares  of
  Preferred Stock (and, following the occurrence of a Triggering Event, out of its
  authorized and unissued shares of Common Stock and/or other securities or out of
  any  authorized  and issued  shares of Common Stock held in its  treasury),  the
  number of  shares  of  Preferred  Stock  (and,  following  the  occurrence  of a
  Triggering  Event,  shares of Common  Stock and/or other  securities)  that,  as
  provided  in  this  Agreement  including  Section  11(a)(iii)  hereof,  will  be
  sufficient to permit the exercise in full of all outstanding Rights.
  
                    (b) So long as the shares of Preferred  Stock (and,  following
  the  occurrence  of a  Triggering  Event,  shares of Common  Stock  and/or other
  securities)  issuable  and  deliverable  upon the  exercise of the Rights may be
  listed on any  national  securities  exchange,  the  Company  shall use its best
  efforts to cause, from and after such time as the Rights become exercisable (but
  only  to the  extent  that it is  reasonably  likely  that  the  Rights  will be
  exercised),  all shares reserved for such issuance to be listed on such exchange
  upon official notice of issuance upon such exercise.
  
                    (c) The  Company  shall use its best  efforts to (i) file,  as
  soon as practicable  following the earliest date after the first occurrence of a
  Section 11 Event on which the  consideration to be delivered by the Company upon
  exercise of the Rights has been determined pursuant to this Agreement (including
  in accordance with Section 11(a)(iii)  hereof), or as soon as is required by law
  following the  Distribution  Date, as the case may be, a registration  statement
  under the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  with
  respect  to  the  securities  purchasable  upon  exercise  of the  Rights  on an
  appropriate form, (ii) cause such registration  statement to become effective as
  soon as  practicable  after  such  filing,  and (iii)  cause  such  registration
  statement  to remain  effective  (with a  prospectus  at all times  meeting  the
  requirements  of the  Securities  Act)  until the  earlier of (A) the date as of
  which the  Rights are no longer  exercisable  for such  securities,  and (B) the
  Expiration  Date.  The Company will also take such action as may be  appropriate
  under,  or to ensure  compliance  with, the securities or "blue sky" laws of the
  various states in connection with the  exercisability of the Rights. The Company
  may  temporarily  suspend,  for a period of time not to exceed  ninety (90) days
  after the date set forth in clause  (i) of the first  sentence  of this  Section
  9(c),  the  exercisability  of the  Rights  in order to  prepare  and file  such
  registration  statement  and  permit  it to  become  effective.  Upon  any  such
  suspension,  the Company  shall  issue a public  announcement  stating  that the
  exercisability of the Rights has been temporarily suspended, as well as a public
  announcement  at such time as the suspension is no longer in effect in each case
  with prompt  notice  thereof to the Rights  Agent.  In addition,  if the Company
  shall  determine  that  a  registration  statement  is  required  following  the
  Distribution Date, the Company may temporarily suspend the exercisability of the
  Rights until such time as a registration  statement has been declared  effective
  with  notice  of  such  suspension  to the  Rights  Agent.  Notwithstanding  any
  provision of this Agreement to the contrary, the Rights shall not be exercisable
  in any jurisdiction if the requisite  qualification in such  jurisdiction  shall
  not have been  obtained or the exercise  thereof  shall not be  permitted  under
  applicable  law  or a  registration  statement  shall  not  have  been  declared
  effective.
  
                    (d) The  Company  covenants  and agrees  that it will take all
  such  action as may be  necessary  to ensure that all one  one-thousandths  of a
  share of Preferred Stock (and,  following the occurrence of a Triggering  Event,
  shares of Common Stock  and/or  other  securities)  delivered  upon  exercise of
  Rights  shall,  at the time of  delivery  of the  certificates  for such  shares
  (subject to payment of the Purchase Price),  be duly and validly  authorized and
  issued and fully paid and nonassessable.
  
                    (e) The Company further  covenants and agrees that it will pay
  when due and  payable  any and all taxes and  charges  which may be  payable  in
  respect  of the  issuance  or  delivery  of the Rights  Certificates  and of any
  certificates for a number of one  one-thousandths  of a share of Preferred Stock
  (or Common Stock and/or other securities,  as the case may be) upon the exercise
  of Rights. The Company shall not, however,  be required to pay any tax or charge
  which  may be  payable  in  respect  of  any  transfer  or  delivery  of  Rights
  Certificates  to a Person other than, or the issuance or delivery of a number of
  one  one-thousandths of a share of Preferred Stock (or Common Stock and/or other
  securities,  as the case may be) in  respect  of a name  other than that of, the
  registered holder of the Rights  Certificates  evidencing Rights surrendered for
  exercise  or  to  issue  or  deliver  any  certificates  for  a  number  of  one
  one-thousandths  of a share of  Preferred  Stock (or Common  Stock  and/or other
  securities,  as the case may be) in a name  other  than  that of the  registered
  holder upon the  exercise of any Rights until such tax or charge shall have been
  paid  (any  such tax or  charge  being  payable  by the  holder  of such  Rights
  Certificates  at the time of surrender) or until it has been  established to the
  Company's satisfaction that no such tax or charge is due.
  
           Section 10.  Preferred Stock Record Date. Each person in whose name any
  certificate  for a number of one  one-thousandths  of a share of Preferred Stock
  (or Common Stock and/or other securities, as the case may be) is issued upon the
  exercise of Rights shall for all purposes be deemed to have become the holder of
  record of such  fractional  shares of  Preferred  Stock (or Common  Stock and/or
  other  securities,  as the  case  may  be)  represented  thereby  on,  and  such
  certificate  shall  be  dated,  the  date  upon  which  the  Rights  Certificate
  evidencing  such Rights was duly  surrendered  and payment of the Purchase Price
  (and all applicable transfer taxes or charges) was made; provided, however, that
  if the date of such  surrender  and  payment is a date upon which the  Preferred
  Stock (or Common  Stock and/or  other  securities,  as the case may be) transfer
  books of the Company are closed,  such Person shall be deemed to have become the
  record holder of such shares  (fractional or otherwise) on, and such certificate
  shall be dated,  the next  succeeding  Business Day on which the Preferred Stock
  (or Common Stock and/or other securities,  as the case may be) transfer books of
  the Company are open. Prior to the exercise of the Rights evidenced thereby, the
  holder  of a  Rights  Certificate  shall  not be  entitled  to any  rights  of a
  stockholder  of the Company with respect to shares for which the Rights shall be
  exercisable,  including,  without  limitation,  the  right to vote,  to  receive
  dividends or other distributions or to exercise any preemptive rights, and shall
  not be entitled to receive any notice of any proceedings of the Company,  except
  as provided herein.
  
           Section 11. Adjustment of Purchase Price,  Number and Kind of Shares or
  Number of Rights.  The Purchase Price,  the number and kind of shares covered by
  each Right and the number of Rights  outstanding  are subject to adjustment from
  time to time as provided in this Section 11.
  
                    (a)(i) In the event the  Company  shall at any time  after the
  date of this Agreement (A) declare a dividend on the Preferred  Stock payable in
  shares of Preferred  Stock,  (B) subdivide the outstanding  Preferred Stock, (C)
  combine the outstanding  Preferred Stock into a smaller number of shares, or (D)
  issue any shares of its capital  stock in a  reclassification  of the  Preferred
  Stock (including any such reclassification in connection with a consolidation or
  merger in which the Company is the continuing or surviving corporation),  except
  as  otherwise  provided in this  Section  11(a) and  Section  7(e)  hereof,  the
  Purchase  Price in effect at the time of the record date for such dividend or of
  the effective date of such subdivision, combination or reclassification, and the
  number and kind of shares of Preferred  Stock or capital stock,  as the case may
  be, issuable on such date, shall be proportionately  adjusted so that the holder
  of any Right  exercised  after  such time shall be  entitled  to  receive,  upon
  payment of the Purchase Price then in effect,  the aggregate  number and kind of
  shares of Preferred  Stock or capital stock,  as the case may be, which, if such
  Right had been exercised  immediately  prior to such date and at a time when the
  Preferred  Stock  transfer  books of the Company were open,  he would have owned
  upon such  exercise  and been  entitled  to receive by virtue of such  dividend,
  subdivision,  combination  or  reclassification.  If an event occurs which would
  require an  adjustment  under both this Section  11(a)(i) and Section  11(a)(ii)
  hereof,  the  adjustment  provided  for in this  Section  11(a)(i)  shall  be in
  addition  to, and shall be made prior to, any  adjustment  required  pursuant to
  Section 11(a)(ii) hereof.
  
                   (ii) In the event:
  
                   (A)  any  Person,   at  any  time  after  the  Rights  Dividend
                   Declaration Date, shall become an Acquiring Person,  unless the
                   event  causing such Person to become an  Acquiring  Person is a
                   transaction  set  forth  in  Section  13(a)  hereof,  or  is an
                   acquisition  of  shares of Common  Stock  pursuant  to a tender
                   offer or exchange  offer for all  outstanding  shares of Common
                   Stock at a price and on terms determined by at least a majority
                   of the members of the Board of  Directors  who are not officers
                   of the  Company  and  who are  not  representatives,  nominees,
                   Affiliates  or  Associates  of  an  Acquiring   Person,   after
                   receiving advice from one or more investment  banking firms, to
                   be (a) at a price which is fair to  stockholders  (taking  into
                   account  all  factors  which  such  members  of the Board  deem
                   relevant,  including,  without  limitation,  prices which could
                   reasonably  be  achieved if the Company or its assets were sold
                   on an orderly basis designed to realize  maximum value) and (b)
                   otherwise  in  the  best  interests  of  the  Company  and  its
                   stockholders (a "Qualifying Offer"), or
  
  
                   (B) the Board of  Directors  of the Company  shall  declare any
                   Person to be an Adverse Person,  upon a determination that such
                   Person,  alone or together with its Affiliates and  Associates,
                   has, at any time after this  Agreement  has been filed with the
                   Securities  and Exchange  Commission  as an exhibit to a filing
                   under the Exchange Act,  become the Beneficial  Owner of Common
                   Stock which the Board of Directors of the Company determines to
                   be  substantial  (which  number  of  shares  shall  in no event
                   represent less than that number of shares  representing  10% or
                   more of the  total  Voting  Rights of all  Common  Stock of the
                   Company then  outstanding)  and a determination by the Board of
                   Directors  of  the  Company,   after  reasonable   inquiry  and
                   investigation, including consultation with such persons as such
                   directors  shall deem  appropriate  and  consideration  of such
                   factors  as are  permitted  by  applicable  law,  that (a) such
                   Beneficial  Ownership  by such  Person is intended to cause the
                   Company to repurchase  the shares of Common Stock  beneficially
                   owned by such  Person or to cause  pressure  on the  Company to
                   take  action  or  enter  into  a   transaction   or  series  of
                   transactions  intended to provide  such Person with  short-term
                   financial gain under circumstances where the Board of Directors
                   determines  that the best  long-term  interests  of the Company
                   would not be served by taking such action or entering into such
                   transaction or series of  transactions at that time or (b) such
                   Beneficial Ownership is causing or reasonably likely to cause a
                   material  adverse  impact  (including,   but  not  limited  to,
                   impairment of relationships with customers or impairment of the
                   Company's ability to maintain its competitive  position) on the
                   business  or  prospects  of  the  Company,   on  the  Company's
                   employees,  customers  or suppliers  or on the  communities  in
                   which the Company operates or is located,
  
  then,  promptly  following  the  occurrence  of any event  described  in Section
  11(a)(ii)(A) or (B) hereof,  proper  provision shall be made so that each holder
  of a  Right  (except  as  provided  below  and in  Section  7(e)  hereof)  shall
  thereafter have the right to receive, upon exercise thereof, at the then current
  Purchase  Price in  accordance  with the terms of this  Agreement,  in lieu of a
  number of one  one-thousandths  of a share of  Preferred  Stock,  such number of
  shares of Comdisco Stock (in the case of a Comdisco Right) or Ventures Stock (in
  the case of a  Ventures  Right)  as  shall  equal  the  result  obtained  by (x)
  multiplying  the  then  current  Purchase  Price  by  the  then  number  of  one
  one-thousandths  of a share of Preferred Stock for which a Right was exercisable
  immediately  prior to the  first  occurrence  of a  Section  11  Event,  and (y)
  dividing that product (which, following such first occurrence,  shall thereafter
  be referred to as the  "Purchase  Price" for each Right and for all  purposes of
  this  Agreement) by 50% of the Current  Market Price per share of the applicable
  series of Common Stock (determined pursuant to Section 11(d) hereof) on the date
  of such first occurrence (such number of shares, the "Adjustment Shares").
  
                    (iii) In the event that the number of shares of Comdisco Stock
  or Ventures Stock which are authorized by the Company's  Restated  Charter,  but
  not  outstanding  or reserved for issuance for purposes other than upon exercise
  of the Rights, are not sufficient to permit the exercise in full of the Comdisco
  Rights or Venture  Rights,  as the case may be, in accordance with the foregoing
  subparagraph  (ii) of this Section 11(a),  the Company shall:  (A) determine the
  excess of (1) the value of the Adjustment  Shares  issuable upon the exercise of
  each such Right (the "Current  Value") over (2) the Purchase Price (such excess,
  the "Spread"),  and (B) with respect to each such Right, subject to Section 7(e)
  hereof,  make adequate provision to substitute for the Adjustment  Shares,  upon
  the exercise of such Rights and payment of the applicable  Purchase  Price,  (1)
  cash,  (2) a reduction in the Purchase  Price,  (3) Common Stock or other equity
  securities of the Company (including,  without  limitation,  shares, or units of
  shares,  of  preferred  stock,  which the Board of  Directors of the Company has
  deemed  to have  essentially  the same  value or  economic  rights  as shares of
  Comdisco Stock or Ventures Stock, as applicable  (such shares or units of shares
  of preferred  stock are referred to herein as "Common Stock  Equivalents"),  (4)
  debt securities of the Company,  (5) other assets, or (6) any combination of the
  foregoing, having an aggregate value equal to the Current Value (less the amount
  of any reduction in the Purchase  Price),  where such  aggregate  value has been
  determined  by the Board of Directors of the Company  based upon the advice of a
  nationally recognized investment banking firm selected by the Board of Directors
  of the  Company;  provided,  however,  that if the  Company  shall not have made
  adequate  provision to deliver value  pursuant to clause (B) above within thirty
  (30) days following the later of (x) the first  occurrence of a Section 11 Event
  and (y) the date on which the Company's right of redemption  pursuant to Section
  23(a) expires (the later of (x) and (y) being referred to herein as the "Section
  11(a)(ii) Trigger Date"),  then the Company shall be obligated to deliver,  upon
  the  surrender  for  exercise  of a Right and without  requiring  payment of the
  Purchase  Price,  shares of Common Stock (to the extent  available) and then, if
  necessary,  cash,  which shares and/or cash have an aggregate value equal to the
  Spread.  If the Board of Directors of the Company shall  determine in good faith
  that it is likely that  sufficient  additional  shares of Common  Stock could be
  authorized for issuance upon exercise in full of the Rights, the thirty (30) day
  period set forth  above may be extended  to the extent  necessary,  but not more
  than ninety (90) days after the Section  11(a)(ii)  Trigger  Date, in order that
  the  Company  may  seek  stockholder  approval  for  the  authorization  of such
  additional  shares  (such  thirty (30) day period,  as it may be  extended,  the
  "Substitution  Period").  To the extent  that the Company  determines  that some
  action  should be taken  pursuant to the first and/or  second  sentences of this
  Section  11(a)(iii),  the Company  (x) shall  provide,  subject to Section  7(e)
  hereof,  that such action  shall apply  uniformly  to all  outstanding  Comdisco
  Rights  or  Venture  Rights,  as the  case  may  be,  and (y)  may  suspend  the
  exercisability of the Rights until the expiration of the Substitution  Period in
  order to seek stockholder  approval for such  authorization of additional shares
  and/or to decide the  appropriate  form of  distribution  to be made pursuant to
  such first sentence and to determine the value thereof. In the event of any such
  suspension,  the Company  shall  issue a public  announcement  stating  that the
  exercisability of the Rights has been temporarily suspended, as well as a public
  announcement  at such time as the suspension is no longer in effect in each case
  with prompt  notice  thereof to the Rights  Agent.  For purposes of this Section
  11(a)(iii), the value of each Adjustment Share shall be the Current Market Price
  per share of the Common Stock on the Section  11(a)(ii) Trigger Date and the per
  share or per unit value of any Common Stock  Equivalent  shall be deemed to have
  the Current Market Price per share of the Common Stock on such date.
  
                    (b) In case  the  Company  shall  fix a  record  date  for the
  issuance of rights  (other than the Rights),  options or warrants to all holders
  of Preferred Stock entitling them (for a period expiring within  forty-five (45)
  calendar  days after such record  date) to subscribe  for or purchase  Preferred
  Stock (or shares  having the same  rights,  privileges  and  preferences  as the
  shares  of  Preferred  Stock  ("equivalent   preferred  stock"))  or  securities
  convertible  into Preferred  Stock or equivalent  preferred stock at a price per
  share of Preferred Stock or per share of equivalent preferred stock (or having a
  conversion  price per share, if a security  convertible  into Preferred Stock or
  equivalent  preferred  stock)  less than the Current  Market  Price per share of
  Preferred  Stock on such record date,  the Purchase  Price to be in effect after
  such record date shall be determined by multiplying the Purchase Price in effect
  immediately  prior to such  record date by a fraction,  the  numerator  of which
  shall be the number of shares of such Preferred Stock outstanding on such record
  date,  plus the number of shares of such  Preferred  Stock  which the  aggregate
  offering  price of the total  number of shares of such  Preferred  Stock  and/or
  equivalent  preferred  stock so to be  offered  (and/or  the  aggregate  initial
  conversion price of the convertible  securities so to be offered) would purchase
  at such Current Market Price,  and the  denominator of which shall be the number
  of shares of such  Preferred  Stock  outstanding  on such record date,  plus the
  number of additional shares of such Preferred Stock and/or equivalent  preferred
  stock to be offered for  subscription or purchase (or into which the convertible
  securities so to be offered are initially convertible).In case such subscription
  price may be paid by delivery of consideration  part or all of which may be in a
  form other than cash, the value of such consideration  shall be as determined in
  good faith by the Board of Directors of the Company,  whose  determination shall
  be described in a statement  filed with the Rights Agent and shall be conclusive
  and binding for all  purposes on the Rights Agent and the holders of the Rights.
  Shares of Preferred  Stock owned by or held for the account of the Company shall
  not be  deemed  outstanding  for  the  purpose  of any  such  computation.  Such
  adjustment shall be made successively  whenever such a record date is fixed, and
  in the event that such rights or warrants are not so issued,  the Purchase Price
  shall be adjusted to be the Purchase Price which would then be in effect if such
  record date had not been fixed.
  
                    (c)  In  case  the  Company  shall  fix a  record  date  for a
  distribution to all holders of Preferred Stock (including any such  distribution
  made in connection  with a  consolidation  or merger in which the Company is the
  continuing corporation) of evidences of indebtedness, cash (other than a regular
  quarterly  cash  dividend  out of  the  earnings  or  retained  earnings  of the
  Company),  assets  (other  than a  dividend  payable  in  Preferred  Stock,  but
  including  any  dividend  payable  in  stock  other  than  Preferred  Stock)  or
  subscription  rights or warrants  (excluding  those referred to in Section 11(b)
  hereof),  the  Purchase  Price to be in effect  after such  record date shall be
  determined by multiplying the Purchase Price in effect immediately prior to such
  record date by a fraction,  the  numerator of which shall be the Current  Market
  Price per share of  Preferred  Stock on such record  date,  less the fair market
  value (as  determined  in good faith by the Board of  Directors  of the Company,
  whose  determination  shall be  described  in a statement  filed with the Rights
  Agent and shall be  conclusive  and binding for all purposes on the Rights Agent
  and the holders of the Rights) of the portion of the cash,  assets or  evidences
  of indebtedness so to be distributed or of such subscription  rights or warrants
  applicable to a share of Preferred  Stock and the  denominator of which shall be
  such Current Market Price per share of Preferred Stock.  Such adjustments  shall
  be made successively whenever such a record date is fixed, and in the event that
  such distribution is not so made, the Purchase Price shall be adjusted to be the
  Purchase  Price which would have been in effect if such record date had not been
  fixed.
  
                    (d) (i) For the purpose of any  computation  hereunder,  other
  than  computations  made  pursuant to Section  11(a)(iii)  hereof,  the "Current
  Market  Price"  per share of Common  Stock on any date shall be deemed to be the
  average  of the daily  closing  prices  per share of such  Common  Stock for the
  thirty (30) consecutive Trading Days immediately prior to but not including such
  date,  and for  purposes of  computations  made  pursuant to Section  11(a)(iii)
  hereof,  the "Current  Market Price" per share of Common Stock on any date shall
  be deemed to be the average of the daily closing prices per share of such Common
  Stock for the ten (10) consecutive Trading Days immediately following such date;
  provided,  however, that in the event that the Current Market Price per share of
  Common Stock is determined  during a period  following the  announcement  by the
  issuer of the Common  Stock of (A) any dividend or  distribution  on such Common
  Stock,  payable in shares of such Common Stock or  securities  convertible  into
  shares of such Common  Stock (other than the  Rights),  or (B) any  subdivision,
  combination or  reclassification  of such Common Stock, and the ex-dividend date
  for such  dividend or  distribution,  or the record  date for such  subdivision,
  combination   or   reclassification   shall  not  have  occurred  prior  to  the
  commencement of the requisite thirty (30) Trading Day period or ten (10) Trading
  Day period, as set forth above, then, and in each such case, the "Current Market
  Price" shall be properly adjusted to take into account ex-dividend  trading. The
  closing  price for each day shall be the last sale price,  regular  way,  or, in
  case no such sale takes  place on such day,  the  average of the closing bid and
  asked  prices,  regular  way,  in  either  case  as  reported  in the  principal
  consolidated  transaction  reporting system with respect to securities listed or
  admitted to trading on the New York Stock  Exchange  or, if the shares of Common
  Stock are not listed or admitted to trading on the New York Stock  Exchange,  as
  reported in the principal consolidated transaction reporting system with respect
  to securities listed on the principal national  securities exchange on which the
  shares of Common  Stock are listed or  admitted  to trading or, if the shares of
  Common  Stock are not listed or admitted to trading on any  national  securities
  exchange,  the last quoted  price or, if not so quoted,  the average of the high
  bid and low asked  prices in the  over-the-counter  market,  as  reported by the
  National  Association of Securities  Dealers,  Inc.  Automated  Quotation System
  ("NASDAQ")  or such other system then in use, or, if on any such date the shares
  of Common  Stock are not quoted by any such  system,  the average of the closing
  bid and asked prices as furnished by a professional market maker making a market
  in the Common Stock selected by the Board of Directors of the Company. If on any
  such date no market maker is making a market in the Common Stock, the fair value
  of such  shares  on such  date as  determined  in good  faith  by the  Board  of
  Directors of the Company shall be used.  The term "Trading Day" shall mean a day
  on which the  principal  national  securities  exchange  on which the  shares of
  Common  Stock are listed or admitted to trading is open for the  transaction  of
  business or, if the shares of Common Stock are not listed or admitted to trading
  on any national securities  exchange, a Business Day. If the Common Stock is not
  publicly held or not so listed or traded, "Current Market Price" per share shall
  mean the fair  value  per  share as  determined  in good  faith by the  Board of
  Directors of the Company,  whose determination shall be described in a statement
  filed with the Rights Agent and shall be conclusive for all purposes.
  
                    (ii)  For  the  purpose  of  any  computation  hereunder,  the
  "Current  Market Price" per share of Preferred  Stock shall be determined in the
  same  manner as set forth above for Common  Stock in clause (i) of this  Section
  11(d) (other than the last sentence  thereof).  If the Current  Market Price per
  share of Preferred Stock cannot be determined in the manner provided above or if
  the  Preferred  Stock is not  publicly  held or  listed  or  traded  in a manner
  described in clause (i) of this Section  11(d),  the "Current  Market Price" per
  share of Preferred Stock shall be  conclusively  deemed to be an amount equal to
  1,000 (as such  number may be  appropriately  adjusted  for such events as stock
  splits,  stock  dividends  and  recapitalizations  with  respect to Common Stock
  occurring  after the date of this  Agreement)  multiplied by the Current  Market
  Price per share of Common  Stock.  If neither the Common Stock nor the Preferred
  Stock is publicly held or so listed or traded,  "Current Market Price" per share
  of the Preferred Stock shall mean the fair value per share as determined in good
  faith by the Board of  Directors of the Company,  whose  determination  shall be
  described in a statement filed with the Rights Agent and shall be conclusive for
  all purposes.
  
                    (e)  Anything  herein  to  the  contrary  notwithstanding,  no
  adjustment in the Purchase Price shall be required unless such adjustment  would
  require an increase or  decrease  of at least one percent  (1%) in the  Purchase
  Price;  provided,  however, that any adjustments which by reason of this Section
  11(e) are not  required  to be made  shall be  carried  forward  and taken  into
  account in any subsequent  adjustment.  All  calculations  under this Section 11
  shall be made to the nearest cent or to the nearest ten-thousandth of a share of
  Common Stock or other share or one millionth of a share of Preferred  Stock,  as
  the case may be.  Notwithstanding  the first sentence of this Section 11(e), any
  adjustment  required by this  Section 11 shall be made no later than the earlier
  of (i) three (3) years  from the date of the  transaction  which  mandates  such
  adjustment, or (ii) the Expiration Date.
  
                    (f) If as a result of an  adjustment  made pursuant to Section
  11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter  exercised
  shall  become  entitled  to  receive  any  shares of  capital  stock  other than
  Preferred  Stock,  thereafter the number of such other shares so receivable upon
  exercise  of any  Right and the  Purchase  Price  thereof  shall be  subject  to
  adjustment  from time to time in a manner and on terms as nearly  equivalent  as
  practicable to the provisions  with respect to the Preferred  Stock contained in
  Sections  11(a),  (b),  (c),  (e),  (g),  (h),  (i),  (j),  (k) and (m), and the
  provisions  of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred
  Stock shall apply on like terms to any such other shares.
  
                    (g) All Rights originally issued by the Company  subsequent to
  any adjustment  made to the Purchase Price hereunder shall evidence the right to
  purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
  share of Preferred Stock  purchasable  from time to time hereunder upon exercise
  of the Rights, all subject to further adjustment as provided herein.
  
                    (h) Unless the Company  shall have  exercised  its election as
  provided in Section  11(i),  upon each  adjustment  of the  Purchase  Price as a
  result  of  the  calculations  made  in  Sections  11(b)  and  (c),  each  Right
  outstanding  immediately prior to the making of such adjustment shall thereafter
  evidence the right to purchase,  at the adjusted  Purchase Price, that number of
  one  one-thousandths  of a share of Preferred  Stock  (calculated to the nearest
  one-millionth) obtained by (i) multiplying (x) the number of one one-thousandths
  of a share covered by a Right immediately  prior to this adjustment,  by (y) the
  Purchase Price in effect  immediately  prior to such  adjustment of the Purchase
  Price, and (ii) dividing the product so obtained by the Purchase Price in effect
  immediately after such adjustment of the Purchase Price.
  
                    (i)  The  Company  may  elect  on or  after  the  date  of any
  adjustment of the Purchase Price to adjust the number of Rights,  in lieu of any
  adjustment in the number of one  one-thousandths  of a share of Preferred  Stock
  purchasable upon the exercise of a Right.  Each of the Rights  outstanding after
  the  adjustment in the number of Rights shall be  exercisable  for the number of
  one  one-thousandths  of a share  of  Preferred  Stock  for  which  a Right  was
  exercisable  immediately  prior to such  adjustment.  Each  Right held of record
  prior to such  adjustment  of the number of Rights  shall  become that number of
  Rights (calculated to the nearest one  ten-thousandth)  obtained by dividing the
  Purchase Price in effect  immediately  prior to adjustment of the Purchase Price
  by the Purchase  Price in effect  immediately  after  adjustment of the Purchase
  Price.  The Company shall make a public  announcement  of its election to adjust
  the number of Rights,  indicating  the record date for the  adjustment,  and, if
  known at the time,  the amount of the  adjustment  to be made with prompt notice
  thereof  to the  Rights  Agent.  This  record  date may be the date on which the
  Purchase  Price  is  adjusted  or  any  day  thereafter,   but,  if  the  Rights
  Certificates  have been  issued,  shall be at least ten (10) days later than the
  date of the public  announcement.  If Rights Certificates have been issued, upon
  each  adjustment  of the number of Rights  pursuant to this Section  11(i),  the
  Company shall, as promptly as practicable, cause to be distributed to holders of
  record  of  Rights   Certificates  on  such  record  date  Rights   Certificates
  evidencing,  subject to Section 14 hereof,  the additional  Rights to which such
  holders shall be entitled as a result of such  adjustment,  or, at the option of
  the  Company,  shall  cause to be  distributed  to such  holders  of  record  in
  substitution  and replacement for the Rights  Certificates  held by such holders
  prior to the date of adjustment,  and upon surrender thereof, if required by the
  Company, new Rights Certificates evidencing all the Rights to which such holders
  shall  be  entitled  after  such  adjustment.   Rights  Certificates  so  to  be
  distributed  shall be issued,  executed and countersigned in the manner provided
  for herein (and may bear,  at the option of the Company,  the adjusted  Purchase
  Price) and shall be  registered  in the names of the holders of record of Rights
  Certificates on the record date specified in the public announcement.
  
                    (j)  Irrespective  of any adjustment or change in the Purchase
  Price  or the  number  of one  one-thousandths  of a share  of  Preferred  Stock
  issuable upon the exercise of the Rights,  the Rights  Certificates  theretofore
  and  thereafter  issued may  continue  to  express  the  Purchase  Price per one
  one-thousandths  of a share  and the  number of one  one-thousandths  of a share
  which were expressed in the initial Rights Certificates issued hereunder.
  
                    (k) Before  taking any action that would  cause an  adjustment
  reducing the Purchase  Price below the then stated value,  if any, of the number
  of one  one-thousandths  of a share of Preferred Stock issuable upon exercise of
  the  Rights,  the  Company  shall take any  corporate  action  which may, in the
  opinion of its  counsel,  be necessary in order that the Company may validly and
  legally issue fully paid and nonassessable such number of one one-thousandths of
  a share of Preferred Stock at such adjusted Purchase Price.
  
                    (l) In any case in which this Section 11 shall require that an
  adjustment  in the  Purchase  Price be made  effective as of a record date for a
  specified  event,  the Company may elect to defer with prompt notice  thereof to
  the Rights Agent until the  occurrence  of such event the issuance to the holder
  of any Right exercised after such record date the number of one  one-thousandths
  of a share of  Preferred  Stock and other  capital  stock or  securities  of the
  Company,  if any,  issuable  upon such exercise over and above the number of one
  one-thousandths  of a share  of  Preferred  Stock  and  other  capital  stock or
  securities of the Company,  if any,  issuable upon such exercise on the basis of
  the Purchase Price in effect prior to such adjustment;  provided,  however, that
  the  Company  shall  deliver  to such  holder a due  bill or  other  appropriate
  instrument  evidencing  such  holders  right to receive such  additional  shares
  (fractional  or  otherwise)  or  securities  upon the  occurrence  of the  event
  requiring such adjustment.
  
                    (m)   Anything   in   this   Section   11  to   the   contrary
  notwithstanding,  the Company  shall be entitled to make such  reductions in the
  Purchase  Price,  in addition to those  adjustments  expressly  required by this
  Section 11, as and to the extent that in their good faith  judgment the Board of
  Directors of the Company  shall  determine to be advisable in order that any (i)
  consolidation  or subdivision of the Preferred  Stock,  (ii) issuance wholly for
  cash of any shares of  Preferred  Stock at less than the Current  Market  Price,
  (iii) issuance wholly for cash of shares of Preferred Stock or securities  which
  by their terms are  convertible  into or  exchangeable  for shares of  Preferred
  Stock,  (iv) stock  dividends  or (v)  issuance  of rights,  options or warrants
  referred to in this Section 11,  hereafter made by the Company to holders of its
  Preferred Stock shall not be taxable to such stockholders.
  
                    (n) The Company covenants and agrees that it shall not, at any
  time after the  Distribution  Date, (i) consolidate with any other Person (other
  than a Subsidiary  of the Company in a transaction  which  complies with Section
  11(o) hereof), (ii) merge with or into any other Person (other than a Subsidiary
  of the Company in a transaction  which complies with Section 11(o)  hereof),  or
  (iii) sell or transfer (or permit any  Subsidiary to sell or  transfer),  in one
  transaction  or a series  of  related  transactions,  assets  or  earning  power
  aggregating  more than 50% of the assets or earning power of the Company and its
  Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
  Company and/or any of its Subsidiaries in one or more transactions each of which
  complies with Section 11(o) hereof),  if (x) at the time of or immediately after
  such  consolidation,  merger or sale  there are any  rights,  warrants  or other
  instruments  or  securities  outstanding  or  agreements  in effect  which would
  substantially  diminish  or  otherwise  eliminate  the  benefits  intended to be
  afforded by the Rights or (y) prior to, simultaneously with or immediately after
  such  consolidation,  merger  or  sale,  the  stockholders  of  the  Person  who
  constitutes,  or would constitute, the "Principal Party" for purposes of Section
  13(a) hereof shall have received a distribution  of Rights  previously  owned by
  such Person or any of its Affiliates and Associates.
  
                    (o)  The  Company   covenants  and  agrees  that,   after  the
  Distribution  Date, it will not, except as permitted by Section 23 or Section 27
  hereof,  take (or permit any  Subsidiary to take) any action if at the time such
  action is taken it is  reasonably  foreseeable  that such action  will  diminish
  substantially or otherwise eliminate the benefits intended to be afforded by the
  Rights.
  
                    (p)    Anything   in   this    Agreement   to   the   contrary
  notwithstanding,  in the  event  that the  Company  shall at any time  after the
  Rights Dividend  Declaration Date and prior to the Distribution Date (x) declare
  or pay any dividend on any series of the  outstanding  Common  Stock  payable in
  Common Stock (other than a dividend  payable in shares of Ventures  Stock to the
  extent such dividend  reduces the Number of Shares  Issuable with Respect to the
  Inter-Group  Interest,  as such term is defined in the Restated Charter) or (ii)
  effect a subdivision,  combination or  consolidation of any series of the Common
  Stock (by  reclassification  or otherwise than by payment of dividends in Common
  Stock) into a greater or lesser  number of shares of Common  Stock,  then in any
  such case (y) the number of one  one-thousandths  of a Series C Preferred  Stock
  (in the case of an event  affecting the Comdisco  Stock) or a Series D Preferred
  Stock (in the case of an event affecting the Ventures Stock)  purchasable  after
  such event upon proper exercise of each Right shall be determined by multiplying
  the  number  of  one   one-thousandths  of  a  Preferred  Stock  so  purchasable
  immediately  prior to such event by a fraction,  the  numerator  of which is the
  number of such shares of Common Stock outstanding  immediately before such event
  and the  denominator  of  which  is the  number  of  shares  such  Common  Stock
  outstanding  immediately  after  such  event and (z) each such  shares of Common
  Stock outstanding immediately after such event shall have issued with respect to
  it that  number of Rights  which  each such  share of Common  Stock  outstanding
  immediately prior to such event had issued with respect to it.
  
                    (q) The failure of the Board of  Directors to declare a Person
  to be an Adverse Person  following such Person becoming the Beneficial  Owner of
  shares of Common Stock  representing  10% or more of the total Voting  Rights of
  all  outstanding  shares of Common Stock shall not imply that such Person is not
  an  Adverse  Person or limit the  Board of  Directors'  right at any time in the
  future to declare such Person to be an Adverse Person.
  
           Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
  Whenever an  adjustment is made as provided in Section 11 and Section 13 hereof,
  the  Company  shall  (a)  promptly  prepare a  certificate  setting  forth  such
  adjustment  and a brief  statement of the facts and  computation  accounting for
  such adjustment, (b) promptly file with the Rights Agent, and with each transfer
  agent for the Preferred Stock and the Common Stock, a copy of such  certificate,
  and (c) mail a brief summary thereof to each holder of a Rights Certificate (or,
  if prior to the Distribution Date, to each holder of a certificate  representing
  shares of Common Stock) in accordance  with Section 26 hereof.  The Rights Agent
  shall  be  fully  protected  in  relying  on  any  such  certificate  and on any
  adjustment  therein  contained  and shall have no duty with respect to and shall
  not be deemed to have knowledge of any such adjustment unless and until it shall
  have received such certificate.
  
           Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
                        Earning Power.
  
  
                    (a) In the event that,  following the Stock  Acquisition Date,
  directly or indirectly,  (x) the Company shall  consolidate  with, or merge with
  and into,  any  other  Person  (other  than a  Subsidiary  of the  Company  in a
  transaction which complies with Section 11(o) hereof), and the Company shall not
  be the continuing or surviving  corporation of such consolidation or merger, (y)
  any Person  (other  than a  Subsidiary  of the  Company in a  transaction  which
  complies with Section 11(o)  hereof)  shall  consolidate  with, or merge with or
  into,  the  Company,  and the  Company  shall  be the  continuing  or  surviving
  corporation  of such  consolidation  or  merger  and,  in  connection  with such
  consolidation or merger,  all or part of the outstanding  shares of Common Stock
  shall be changed into or exchanged  for stock or other  securities  of any other
  Person or cash or any other property, or (z) the Company shall sell or otherwise
  transfer (or one or more of its Subsidiaries shall sell or otherwise  transfer),
  in one transaction or a series of related transactions,  assets or earning power
  aggregating  50% or more of the assets or earning  power of the  Company and its
  Subsidiaries (taken as a whole) to any Person or Persons (other than the Company
  or any  Subsidiary  of the  Company  in one or more  transactions  each of which
  complies with Section 11(o) hereof),  then, and in each such case (except as may
  be  contemplated  by Section 13(d) hereof),  proper  provision  shall be made so
  that:  (i) each holder of a Right,  except as provided in Section  7(e)  hereof,
  shall  thereafter  have the right to receive,  upon the exercise  thereof at the
  then current  Series C Purchase  Price (in the case of a Comdisco  Right) or the
  then  current  Series D  Purchase  Price (in the case of a Ventures  Right),  in
  accordance with the terms of this Agreement,  such number of validly  authorized
  and issued,  fully paid,  non-assessable  and freely  tradable  shares of Common
  Stock of the Principal Party (as such term is hereinafter defined),  not subject
  to any liens, encumbrances,  rights of first refusal or other adverse claims, as
  shall  be equal to the  result  obtained  by (1)  multiplying  the then  current
  Purchase  Price by the  number of one  one-thousandths  of a share of  Preferred
  Stock  for  which  a  Right  was  exercisable  immediately  prior  to the  first
  occurrence  of a Section 13 Event (or, if a Section 11 Event has occurred  prior
  to the first  occurrence of a Section 13 Event,  multiplying  the number of such
  one  one-thousandths  of a share for which a Right was  exercisable  immediately
  prior to the first  occurrence  of a Section 11 Event by the  Purchase  Price in
  effect  immediately  prior to such first  occurrence)  and dividing that product
  (which,  following the first  occurrence of a Section 13 Event shall be referred
  to as the  "Purchase  Price"  for  each  Right  and  for  all  purposes  of this
  Agreement) by (2) 50% of the Current  Market Price per share of the Common Stock
  of such Principal  Party on the date of  consummation  of such Section 13 Event;
  (ii) such Principal Party shall  thereafter be liable for, and shall assume,  by
  virtue of such Section 13 Event,  all the  obligations and duties of the Company
  pursuant to this Agreement;  (iii) the term "Company" shall thereafter be deemed
  to refer  to such  Principal  Party,  it being  specifically  intended  that the
  provisions  of  Section  11 hereof  shall  apply  only to such  Principal  Party
  following the first occurrence of a Section 13 Event;  (iv) such Principal Party
  shall take such steps  (including,  but not  limited  to, the  reservation  of a
  sufficient  number  of  shares  of its  Common  Stock)  in  connection  with the
  consummation  of any such  transaction  as may be  necessary  to assure that the
  provisions  hereof shall  thereafter be applicable,  as nearly as reasonably may
  be, in relation to its shares of Common Stock  thereafter  deliverable  upon the
  exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall
  be of no effect following the first occurrence of any Section 13 Event.
  
                    (b)      "Principal Party" shall mean:
  
                    (i) in the case of any transaction  described in clause (x) or
  (y) of the first sentence of Section 13(a), the Person that is the issuer of any
  securities for or into which shares of Common Stock of the Company are converted
  in such merger or consolidation,  and if no securities are so issued, the Person
  that is the other party to such merger or consolidation; and
  
                    (ii) in the case of any transaction described in clause (z) of
  the first sentence of Section 13(a),  the Person that is the party receiving the
  greatest  portion of the assets or earning  power  transferred  pursuant to such
  transaction or transactions;  provided,  however,  that in any such case, (1) if
  the  Common  Stock  of  such  Person  is not at  such  time  and  has  not  been
  continuously  over the  preceding  twelve  (12) month  period  registered  under
  Section  12 of the  Exchange  Act,  and  such  Person  is a direct  or  indirect
  Subsidiary  of  another  Person  the  Common  Stock  of which is and has been so
  registered,  "Principal Party" shall refer to such other Person; and (2) in case
  such Person is a Subsidiary,  directly or  indirectly,  of more than one Person,
  the  Common  Stocks  of two or more of which  are and have  been so  registered,
  "Principal  Party" shall refer to whichever of such Persons is the issuer of the
  Common Stock having the greatest aggregate market value.
  
                    (c) The  Company  shall not  consummate  any  Section 13 Event
  unless the Principal Party shall have a sufficient  number of authorized  shares
  of its Common  Stock  which have not been  issued or  reserved  for  issuance to
  permit the exercise in full of the Rights in accordance with this Section 13 and
  unless prior  thereto the Company and such  Principal  Party shall have executed
  and  delivered to the Rights Agent a  supplemental  agreement  providing for the
  terms  set  forth  in  paragraphs  (a) and (b) of this  Section  13 and  further
  providing  that,  as soon as  practicable  after the date of any such Section 13
  Event, the Principal Party will
  
                    (i)  prepare  and  file a  registration  statement  under  the
  Securities Act, with respect to the Rights and the securities  purchasable  upon
  exercise of the Rights on an appropriate  form, and will use its best efforts to
  cause such registration statement to (A) become effective as soon as practicable
  after such  filing  and (B) remain  effective  (with a  prospectus  at all times
  meeting the requirements of the Securities Act) until the Expiration Date;
  
                    (ii) use its best  efforts to qualify or  register  the Rights
  and the securities  purchasable  upon exercise of the Rights under blue sky laws
  of such jurisdiction, as may be necessary or appropriate; and
  
                    (iii)  will  deliver  to  holders  of  the  Rights  historical
  financial  statements for the Principal  Party and each of its Affiliates  which
  comply in all respects with the  requirements  for registration on Form 10 under
  the Exchange Act.
  
  The provisions of this Section 13 shall similarly apply to successive mergers or
  consolidations or sales or other transfers. In the event that a Section 13 Event
  shall occur at any time after the first  occurrence  of a Section 11 Event,  the
  Rights  which  have not  theretofore  been  exercised  shall  thereafter  become
  exercisable in the manner described in Section 13(a).
  
                    (d)   Notwithstanding   anything  in  this  Agreement  to  the
  contrary,  Section 13 shall not be  applicable  to a  transaction  described  in
  subparagraphs  (x)  and  (y)  of  Section  13(a)  if  (i)  such  transaction  is
  consummated  with a Person or Persons (or a wholly-owned  Subsidiary of any such
  Person or Persons) who acquired  shares of Common Stock pursuant to a Qualifying
  Offer,  (ii) the price per share of Common Stock offered in such  transaction is
  not less than the price per share of Common  Stock paid to all holders of shares
  of Common Stock whose shares were purchased  pursuant to such Qualifying  Offer,
  and (iii) the form of  consideration  being offered to the remaining  holders of
  shares of Common Stock  pursuant to such  transaction is the same as the form of
  consideration  paid pursuant to such Qualifying  Offer. Upon consummation of any
  such transaction  contemplated by this Section 13(d), all Rights hereunder shall
  expire.
  
           Section 14.  Fractional Rights and Fractional Shares.
           ----------------------------------------------------
  
                    (a) The Company  shall not be required to issue  fractions  of
  Rights,  except  prior to the  Distribution  Date as provided  in Section  11(p)
  hereof, or to distribute Rights  Certificates which evidence  fractional Rights.
  In lieu of such fractional Rights, there shall be paid to the registered holders
  of the Rights  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.  For purposes of this Section 14(a),  the
  current  market value of a whole Right shall be the closing  price of the Rights
  for the  Trading  Day  immediately  prior to the date on which  such  fractional
  Rights would have been otherwise  issuable.  The closing price of the Rights for
  any day  shall be the last sale  price,  regular  way,  or, in case no such sale
  takes  place on such day,  the  average  of the  closing  bid and asked  prices,
  regular  way,  in  either  case  as  reported  in  the  principal   consolidated
  transaction  reporting  system with respect to securities  listed or admitted to
  trading  on the New York  Stock  Exchange  or, if the  Rights  are not listed or
  admitted to trading on the New York Stock Exchange, as reported in the principal
  consolidated  transaction  reporting system with respect to securities listed on
  the  principal  national  securities  exchange on which the Rights are listed or
  admitted to  trading,  or if the Rights are not listed or admitted to trading on
  any national  securities  exchange,  the last quoted price or, if not so quoted,
  the average of the high bid and low asked prices in the over-the-counter market,
  as reported  by NASDAQ or such other  system then in use or, if on any such date
  the Rights are not quoted by any such system, the average of the closing bid and
  asked prices as furnished by a professional  market maker making a market in the
  Rights selected by the Board of Directors of the Company. If on any such date no
  such market  maker is making a market in the Rights the fair value of the Rights
  on such  date as  determined  in good  faith by the  Board of  Directors  of the
  Company shall be used.
  
                    (b) The Company  shall not be required to issue  fractions  of
  shares of Preferred Stock (other than fractions which are integral  multiples of
  one one-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 integral  multiples of one  one-thousandth  of a
  share of Preferred  Stock).In lieu of fractional  shares of Preferred Stock that
  are not integral  multiples of one one-thousandth of a share of Preferred Stock,
  the Company may pay to the registered holders of Rights Certificates at the time
  such Rights are exercised as herein provided an amount in cash equal to the same
  fraction  of the  current  market  value  of one  one-thousandth  of a share  of
  Preferred Stock. For purposes of this Section 14(b), the current market value of
  one  one-thousandth of a share of Preferred Stock shall be one one-thousandth of
  the  closing  price of a share of  Preferred  Stock (as  determined  pursuant to
  Section  11(d)(ii)  hereof) for the Trading Day immediately prior to the date of
  such exercise.
  
                    (c)  Following  the  occurrence  of a  Triggering  Event,  the
  Company shall not be required to issue  fractions of shares of Common Stock upon
  exercise of the Rights or to distribute  certificates which evidence  fractional
  shares of Common  Stock.  In lieu of  fractional  shares  of Common  Stock,  the
  Company may pay to the  registered  holders of Rights  Certificates  at the time
  such Rights are exercised as herein provided an amount in cash equal to the same
  fraction  of the  current  market  value of one (1) share of Common  Stock.  For
  purposes of this Section 14(c),  the current market value of one share of Common
  Stock shall be the closing price per share of Common Stock (determined  pursuant
  to Section 11(d)(i) hereof) on the Trading Day immediately  prior to the date of
  such exercise.
  
                    (d) The  holder  of a Right by the  acceptance  of the  Rights
  expressly  waives his right to receive any  fractional  Rights or any fractional
  shares upon exercise of a Right, except as permitted by this Section 14.
  
           Section 15.  Rights of Action.  All rights of action in respect of this
  Agreement,  except the rights of action  given to the  Rights  Agent  under this
  Agreement,  are  vested  in the  respective  registered  holders  of the  Rights
  Certificates (and, prior to the Distribution Date, the registered holders of the
  Common Stock); and any registered holder of any Rights Certificate (or, prior to
  the Distribution  Date, of the Common Stock),  without the consent of the Rights
  Agent  or of the  holder  of any  other  Rights  Certificate  (or,  prior to the
  Distribution Date, of the Common Stock),  may, in his own behalf and for his own
  benefit,  enforce, and may institute and maintain any suit, action or proceeding
  against  the Company to enforce,  or  otherwise  act in respect of, his right to
  exercise the Rights evidenced by such Rights  Certificate in the manner provided
  in such Rights Certificate and in this Agreement. Without limiting the foregoing
  or  any  remedies  available  to  the  holders  of  Rights,  it is  specifically
  acknowledged that the holders of Rights would not have an adequate remedy at law
  for any breach of this  Agreement and shall be entitled to specific  performance
  of the obligations  hereunder and injunctive relief against actual or threatened
  violations of the obligations hereunder of any Person subject to this Agreement.
  
           Section 16.  Agreement  of Rights  Holders.  Every holder of a Right by
  accepting the same consents and agrees with the Company and the Rights Agent and
  with every other holder of a Right that:
  
                   (a)  prior  to  the  Distribution  Date,  the  Rights  will  be
                   transferable  only in  connection  with  the  transfer  of such
                   Common Stock;
  
                    (b) after the Distribution  Date, the Rights  Certificates are
  transferable  only  on the  registry  books  of the  Rights  Agent  and  only if
  surrendered  at the office or offices of the Rights  Agent  designated  for such
  purposes,  duly endorsed or accompanied  by a proper  instrument of transfer and
  with the appropriate forms and certificates fully executed;
  
                    (c)  subject to Section  6(a) and  Section  7(f)  hereof,  the
  Company  and the  Rights  Agent may deem and treat  the  person in whose  name a
  Rights  Certificate (or, prior to the Distribution  Date, the associated  Common
  Stock certificate) is registered as the absolute owner thereof and of the Rights
  evidenced thereby  (notwithstanding any notations of ownership or writing on the
  Rights  Certificates or the associated  Common Stock  certificate made by anyone
  other than the Company or the Rights  Agent) for all  purposes  whatsoever,  and
  neither the Company nor the Rights Agent shall be required to be affected by any
  notice to the contrary; and
  
                    (d)   notwithstanding   anything  in  this  Agreement  to  the
  contrary,  neither the Company nor the Rights Agent shall have any  liability to
  any holder of a Right or other  Person as a result of its  inability  to perform
  any of its  obligations  under this  Agreement by reason of any  preliminary  or
  permanent  injunction  or other  order,  decree or  ruling  issued by a court of
  competent jurisdiction or by a governmental, regulatory or administrative agency
  or commission,  or any statute,  rule, regulation or executive order promulgated
  or enacted by any governmental  authority,  prohibiting or otherwise restraining
  performance of such obligation; provided, however, the Company must use its best
  efforts to have any such order, decree or ruling lifted or otherwise  overturned
  as soon as possible.
  
           Section 17.  Rights  Certificate  Holder Not Deemed a  Stockholder.  No
  holder, as such, of any Rights  Certificate  shall be entitled to vote,  receive
  dividends  or be  deemed  for  any  purpose  the  holder  of the  number  of one
  one-thousandths  of a share of Preferred  Stock or any other  securities  of the
  Company  which  may at any  time  be  issuable  on the  exercise  of the  Rights
  represented  thereby,  nor shall  anything  contained  herein  or in any  Rights
  Certificate be construed to confer upon the holder of any Rights Certificate, 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 Section 25 hereof), or to receive dividends or subscription  rights,
  or  otherwise,  until the Right or Rights  evidenced by such Rights  Certificate
  shall have been exercised in accordance with the provisions hereof.
  
           Section 18.  Concerning the Rights Agent.
           ----------------------------------------
  
                    (a) The Company  agrees to pay to the Rights Agent  reasonable
  compensation  for all services  rendered by it hereunder and, from time to time,
  on demand of the Rights  Agent,  its  reasonable  expenses  and counsel fees and
  disbursements   and  other   disbursements   incurred  in  the   administration,
  preparation,  delivery,  amendment  and  execution  of  this  Agreement  and the
  exercise and  performance  of its duties  hereunder.  The Company also agrees to
  indemnify  the  Rights  Agent for,  and to hold it  harmless  against  any loss,
  liability,  damage,  judgment,  fine, penalty,  claim,  demand,  settlement,  or
  expense incurred without negligence,  bad faith or willful misconduct as finally
  determined by a court of competent jurisdiction on the part of the Rights Agent,
  for any action  taken,  suffered,  or omitted by the Rights Agent in  connection
  with the acceptance and  administration  of this  Agreement,  including  without
  limitations  the costs and expenses of defending  against any claim of liability
  in the  premises.  The  indemnity  provided  herein shall survive the removal or
  resignation  of the Rights Agent or the  termination  of this  Agreement and the
  termination and the expiration of the Rights. The costs and expenses incurred in
  enforcing this right of indemnification  shall be paid by the Company,  unless a
  court of competent jurisdiction determines that the Rights Agent is not entitled
  to the indemnity provided herein.
  
                    (b) The Rights Agent shall be  authorized  and  protected  and
  shall  incur no  liability  for or in respect of any action  taken,  suffered or
  omitted  by it in  connection  with  its  administration  of this  Agreement  in
  reliance  upon any Rights  Certificate  or  certificate  for Common Stock or for
  other securities of the Company,  instrument of assignment or transfer, power of
  attorney,   endorsement,   affidavit,   letter,  notice,   direction,   consent,
  certificate,  statement, or other paper or document believed by it to be genuine
  and to be signed,  executed and, where necessary,  verified or acknowledged,  by
  the proper  Person or Persons,  or  otherwise  upon the advice of counsel as set
  forth in Section 20 hereof.
  
           Section 19.  Merger or Consolidation or Change of Name of Rights Agent.
           ----------------------------------------------------------------------
  
                    (a) Any Person  into which the Rights  Agent or any  successor
  Rights Agent may be merged or with which it may be  consolidated,  or any Person
  resulting  from any merger or  consolidation  to which the  Rights  Agent or any
  successor  Rights  Agent  shall  be a party,  or any  Person  succeeding  to the
  shareholder services business of the Rights Agent or any successor Rights Agent,
  shall be the  successor  to the Rights  Agent under this  Agreement  without the
  execution  or filing of any paper or any  further  act on the part of any of the
  parties  hereto;  provided,  however,  that such Person  would be  eligible  for
  appointment  as a  successor  Rights  Agent under the  provisions  of Section 21
  hereof.  In case at the time such  successor  Rights Agent shall  succeed to the
  agency created by this Agreement, any of the Rights Certificates shall have been
  countersigned  but not delivered,  any such successor Rights Agent may adopt the
  countersignature   of  a  predecessor  Rights  Agent  and  deliver  such  Rights
  Certificates  so  countersigned;  and in  case at that  time  any of the  Rights
  Certificates shall not have been  countersigned,  any successor Rights Agent may
  countersign such Rights Certificates either in the name of the predecessor or in
  the name of the  successor  Rights  Agent;  and in all such  cases  such  Rights
  Certificates  shall have the full force provided in the Rights  Certificates and
  in this Agreement.
  
                    (b) In case at any time the name of the Rights  Agent shall be
  changed  and at  such  time  any of the  Rights  Certificates  shall  have  been
  countersigned but not delivered, the Rights Agent may adopt the countersignature
  under its prior name and deliver Rights  Certificates so  countersigned;  and in
  case  at  that  time  any  of  the  Rights  Certificates  shall  not  have  been
  countersigned,  the Rights Agent may countersign such Rights Certificates either
  in its prior name or in its  changed  name;  and in all such  cases such  Rights
  Certificates  shall have the full force provided in the Rights  Certificates and
  in this Agreement.
  
           Section 20. Duties of Rights Agent.  The Rights Agent  undertakes  only
  the  duties  and  obligations  expressly  imposed  by this  Agreement  upon  the
  following terms and  conditions,  by all of which the Company and the holders of
  Rights Certificates, by their acceptance thereof, shall be bound:
  
                    (a) The Rights Agent may consult  with legal  counsel (who may
  be legal  counsel for the  Company),  and the advice or opinion of such  counsel
  shall be full and complete  authorization  and protection to the Rights Agent as
  to any action  taken,  suffered or omitted by it in good faith and in accordance
  with such advice or opinion.
  
                    (b)  Whenever  in the  performance  of its  duties  under this
  Agreement the Rights Agent shall deem it necessary or desirable that any fact or
  matter (including,  without limitation,  the identity of any Acquiring Person or
  Adverse  Person and the  determination  of "Current  Market Price") be proved or
  established  by the Company  prior to taking,  suffering  or omitting any action
  hereunder,  such fact or matter  (unless  other  evidence in respect  thereof be
  herein  specifically  prescribed)  may be deemed to be  conclusively  proved and
  established by a certificate signed by the Chairman of the Board, the President,
  any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
  Assistant  Secretary of the Company and delivered to the Rights Agent;  and such
  certificate  shall be full  authorization and protection to the Rights Agent and
  the Rights Agent shall incur no liability for or in respect of any action taken,
  suffered or omitted in good faith by it under the  provisions of this  Agreement
  in reliance upon such certificate.
  
                    (c) The Rights  Agent shall be liable  hereunder  only for its
  own  negligence,  bad faith or willful  misconduct  as  determined by a court of
  competent jurisdiction.  Anything to the contrary  notwithstanding,  in no event
  shall the Rights Agent be liable for special, punitive, indirect,  consequential
  or incidental loss or damage of any kind  whatsoever  (including but not limited
  to lost profits), even if the Rights Agent has been advised of the likelihood of
  such loss or damage.
  
                    (d) The Rights  Agent  shall not be liable for or by reason of
  any of the statements of fact or recitals  contained in this Agreement or in the
  Rights  Certificates  or be  required  to  verify  the  same  (except  as to its
  countersignature  on such  Rights  Certificates),  but all such  statements  and
  recitals are and shall be deemed to have been made by the Company only.
  
                    (e) The  Rights  Agent  shall  not be under any  liability  or
  responsibility in respect of the validity of this Agreement or the execution and
  delivery  hereof  (except the due  execution  hereof by the Rights  Agent) or in
  respect of the  validity  or  execution  of any Rights  Certificate  (except its
  countersignature  thereof); nor shall it be liable or responsible for any breach
  by the Company of any  covenant or condition  contained in this  Agreement or in
  any Rights Certificate; nor shall it be liable or responsible for any adjustment
  required  under the  provisions of Section 3, Section 11, Section 13, Section 23
  or Section 24 hereof or responsible for the manner, method or amount of any such
  adjustment or the  ascertaining of the existence of facts that would require any
  such  adjustment  (except with  respect to the  exercise of Rights  evidenced by
  Rights Certificates after actual notice of any such adjustment); nor shall it by
  any act  hereunder  be deemed to make any  representation  or warranty as to the
  authorization or reservation of any shares of Common Stock or Preferred Stock to
  be issued pursuant to this Agreement or any Rights  Certificate or as to whether
  any shares of Common Stock or Preferred Stock will,  when so issued,  be validly
  authorized and issued, fully paid and nonassessable.
  
                    (f)  The  Company  agrees  that  it  will  perform,   execute,
  acknowledge  and deliver or cause to be performed,  executed,  acknowledged  and
  delivered  all such further and other acts,  instruments  and  assurances as may
  reasonably be required by the Rights Agent for the carrying out or performing by
  the Rights Agent of the provisions of this Agreement.
  
                    (g) The Rights  Agent is hereby  authorized  and  directed  to
  accept instructions with respect to the performance of its duties hereunder from
  the Chairman of the Board, the President, any Vice President, the Secretary, any
  Assistant Secretary,  the Treasurer or any Assistant Treasurer of the Company or
  any designee of any of the  foregoing,  and to apply to such officers for advice
  or instructions  in connection  with its duties,  and it shall not be liable for
  any  action  taken,  suffered  or  omitted  to be taken  by it in good  faith in
  accordance  with  instructions  of any such  officer  or for any delay in acting
  while waiting for those instructions.
  
                    (h) The Rights Agent and any stockholder, director, Affiliate,
  officer  or  employee  of the Rights  Agent may buy,  sell or deal in any of the
  Rights or other  securities of the Company or become  pecuniarily  interested in
  any transaction in which the Company may be interested, or contract with or lend
  money to the Company or otherwise  act as fully and freely as though it were not
  Rights Agent under this  Agreement.  Nothing  herein  shall  preclude the Rights
  Agent from acting in any other capacity for the Company or for any other Person.
  
                    (i) The  Rights  Agent may  execute  and  exercise  any of the
  rights or powers hereby vested in it or perform any duty hereunder either itself
  or by or through  its  attorneys  or agents,  and the Rights  Agent shall not be
  answerable or  accountable  for any act,  default,  neglect or misconduct of any
  such attorneys or agents or for any loss to the Company  resulting from any such
  act, default,  neglect or misconduct;  absent  negligence,  bad faith or willful
  misconduct,  as finally  determined by a court of competent  jurisdiction in the
  selection and continued employment thereof.
  
                    (j) No provision of this  Agreement  shall  require the Rights
  Agent to expend or risk its own funds or otherwise incur any financial liability
  in the  performance  of any of its duties  hereunder  or in the  exercise of its
  rights if there shall be reasonable grounds for believing that repayment of such
  funds  or  adequate  indemnification  against  such  risk  or  liability  is not
  reasonably assured to it.
  
                    (k) If, with respect to any Right  Certificate  surrendered to
  the Rights Agent for exercise or transfer,  the certificate attached to the form
  of  assignment  or the form of  election  to  purchase,  as the case may be, has
  either not been  completed  or  indicates  an  affirmative  response to clause 1
  and/or 2 thereof,  the  Rights  Agent  shall not take any  further  action  with
  respect to such requested exercise or transfer without first consulting with the
  Company.
  
           Section 21. Change of Rights  Agent.  The Rights Agent or any successor
  Rights Agent may resign and be discharged  from its duties under this  Agreement
  upon  thirty (30) days'  notice in writing  mailed to the  Company,  and to each
  transfer  agent of the  Common  Stock and  Preferred  Stock,  by  registered  or
  certified  mail,  and to the holders of the Rights  Certificates  by first-class
  mail. The Company may remove the Rights Agent or any successor Rights Agent upon
  thirty (30) days'  notice in writing,  mailed to the Rights  Agent or  successor
  Rights Agent, as the case may be, and to each transfer agent of the Common Stock
  and Preferred  Stock, by registered or certified mail, and to the holders of the
  Rights  Certificates by first-class mail. If the Rights Agent shall resign or be
  removed or shall otherwise become incapable of acting, the Company shall appoint
  a  successor  to the  Rights  Agent.  If the  Company  shall  fail to make  such
  appointment  within a period of thirty  (30) days  after  giving  notice of such
  removal  or  after  it has been  notified  in  writing  of such  resignation  or
  incapacity by the resigning or  incapacitated  Rights Agent or by any registered
  holder of a Rights  Certificate (who shall, with such notice,  submit his Rights
  Certificate  for  inspection by the Company),  then any  registered  holder of a
  Rights  Certificate  may apply to any court of  competent  jurisdiction  for the
  appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
  by the  Company or by such a court,  shall be (i) a Person  organized  and doing
  business under the laws of the United States or the State of New York (or of any
  other state of the United States) so long as such Person is in good standing, is
  subject to supervision  or  examination by federal or state  authority and which
  has at the time of its  appointment  as  Rights  Agent a  combined  capital  and
  surplus of at least $100,000,000 or (ii) is an Affiliate of the Person described
  in (i) above. After appointment, the successor Rights Agent shall be vested with
  the  same  powers,  rights,  duties  and  responsibilities  as  if it  had  been
  originally  named  as  Rights  Agent  without  further  act  or  deed;  but  the
  predecessor  Rights  Agent shall  deliver and transfer to the  successor  Rights
  Agent any property at the time held by it hereunder, and execute and deliver any
  further assurance,  conveyance, act or deed necessary for the purpose. Not later
  than the effective date of any such  appointment,  the Company shall file notice
  thereof in writing with the predecessor  Rights Agent and each transfer agent of
  the Common Stock and the Preferred  Stock,  and mail a notice thereof in writing
  to the registered holders of the Rights Certificates. Failure to give any notice
  provided  for in this  Section 21,  however,  or any defect  therein,  shall not
  affect  the  legality  or  validity  of  the  Rights,  Rights  Agreement  or the
  resignation  or removal of the Rights Agent or the  appointment of the successor
  Rights Agent, as the case may be.
  
           Section 22. Issuance of New Rights Certificates. Notwithstanding any of
  the provisions of this  Agreement or of the Rights to the contrary,  the Company
  may, at its option, issue new Rights Certificates evidencing Rights in such form
  as may be approved by its Board of Directors to reflect any adjustment or change
  in the  Purchase  Price  and the  number  or kind or  class of  shares  or other
  securities  or  property  purchasable  under  the  Rights  Certificates  made in
  accordance  with the provisions of this  Agreement.  In addition,  in connection
  with the issuance or sale of shares of Common Stock  following the  Distribution
  Date and prior to the  redemption or  expiration of the Rights,  the Company (a)
  shall,  with respect to shares of Common Stock so issued or sold pursuant to the
  exercise of stock options or under any employee plan or arrangement,  granted or
  awarded  as of the  Distribution  Date,  or upon  the  exercise,  conversion  or
  exchange of securities  hereinafter  issued by the Company,  and (b) may, in any
  other case, if deemed  necessary or appropriate by the Board of Directors of the
  Company, issue Rights Certificates representing the appropriate number of Rights
  in connection with such issuance or sale;  provided,  however,  that (i) no such
  Rights Certificate shall be issued if, and to the extent that, the Company shall
  be advised by counsel  that such  issuance  would create a  significant  risk of
  material  adverse  tax  consequences  to the  Company or the Person to whom such
  Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
  issued if, and to the extent that,  appropriate  adjustment shall otherwise have
  been made in lieu of the issuance thereof.
  
           Section 23.  Redemption and Termination.
           ---------------------------------------
  
                    (a) The Board of  Directors of the Company may, at its option,
  at any time prior to the earlier of (i) the Close of  Business on the  fifteenth
  day  following the Stock  Acquisition  Date (or, if the Stock  Acquisition  Date
  shall have  occurred  prior to the Record  Date,  the Close of  Business  on the
  fifteenth day following the Record  Date),  or (ii) the Final  Expiration  Date,
  redeem  all but not less than all the then  outstanding  Rights at a  redemption
  price of $0.01 per  Right,  as such  amount  may be  appropriately  adjusted  to
  reflect any stock split, stock dividend or similar  transaction  occurring after
  the date hereof  (such  redemption  price being  hereinafter  referred to as the
  "Redemption Price").  Notwithstanding the foregoing,  the Board of Directors may
  not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B)
  that any Person is an Adverse Person. Notwithstanding anything contained in this
  Agreement to the contrary,  the Rights shall not be exercisable  after the first
  occurrence  of a Section  11 Event  until  such time as the  Company's  right of
  redemption  set forth in the first  sentence of this Section  23(a) has expired.
  The Company  may, at its option,  pay the  Redemption  Price in cash,  shares of
  Common Stock (based on the Current  Market Price of the Common Stock at the time
  of  redemption)  or any other form of  consideration  deemed  appropriate by the
  Board of Directors.
  
                    (b)  Immediately  upon the action of the Board of Directors of
  the Company ordering the redemption of the Rights,  evidence of which shall have
  been filed with the Rights Agent and without any further  action and without any
  notice,  the right to  exercise  the Rights  will  terminate  and the only right
  thereafter of the holders of Rights shall be to receive the Redemption Price for
  each Right so held. Promptly after the action of the Board of Directors ordering
  the redemption of the Rights,  the Company shall give notice of such  redemption
  to the Rights  Agent and the holders of the then  outstanding  Rights by mailing
  such notice to all such holders at each holder's last address as it appears upon
  the registry  books of the Rights Agent or, prior to the  Distribution  Date, on
  the registry books of the Transfer Agent for the Common Stock.  Any notice which
  is mailed in the manner herein  provided  shall be deemed given,  whether or not
  the holder  receives the notice.  Each such notice of redemption  will state the
  method by which the payment of the Redemption Price will be made.
  
           Section 24.  Exchange.
           ---------------------
  
                    (a) The Board of  Directors of the Company may, at its option,
  at any time after any Person becomes an Acquiring  Person or is determined to be
  an Adverse Person pursuant to Section 11(a)(ii)(B),  exchange all or part of the
  then  outstanding  and  exercisable  Rights (which shall not include Rights that
  have become null and void pursuant to the provisions of Section 7(e) hereof) for
  shares of Common Stock at an exchange  ratio of one share of Comdisco  Stock per
  Comdisco Right and one share of Ventures Stock per Ventures Right, appropriately
  adjusted  to reflect any stock  split,  stock  dividend  or similar  transaction
  occurring  after the date hereof  (each such  exchange  ratio being  hereinafter
  referred to as an "Exchange Ratio"). Notwithstanding the foregoing, the Board of
  Directors  shall not be empowered to effect such  exchange at any time after any
  Person  (other than the Company,  any  Subsidiary  of the Company,  any employee
  benefit plan of the Company or any such Subsidiary, or any entity holding Common
  Stock  for or  pursuant  to the  terms  of any  such  plan),  together  with all
  Affiliates and Associates of such Person, becomes the Beneficial Owner of Common
  Stock representing fifty percent (50%) or more of the total Voting Rights of all
  Common Stock then outstanding.
  
                    (b)  Immediately  upon the action of the Board of Directors of
  the Company  ordering the exchange of any Rights  pursuant to subsection  (a) of
  this Section 24 and without any further action and without any notice, the right
  to exercise  such Rights  shall  terminate  and the only right  thereafter  of a
  holder of such  Rights  shall be to receive  that  number of shares of  Comdisco
  Stock or Ventures  Stock, as the case may be, equal to the number of such Rights
  held by such holder  multiplied by the applicable  Exchange  Ratio.  The Company
  shall promptly give public notice of any such exchange;  provided, however, that
  the failure to give, or any defect in, such notice shall not affect the validity
  of such exchange.  The Company promptly shall mail a notice of any such exchange
  to the  Rights  Agent and to all of the  holders  of such  Rights at their  last
  addresses as they appear upon the registry books of the Rights Agent. Any notice
  which is mailed in the manner herein provided shall be deemed given,  whether or
  not the holder receives the notice.  Each such notice of exchange will state the
  method by which the exchange of Common Stock for Rights will be effected and, in
  the event of any partial exchange, the number of Rights which will be exchanged.
  Any partial  exchange  shall be effected  pro rata based on the number of Rights
  (other than Rights which have become null and void pursuant to the provisions of
  Section 7(e) hereof) held by each holder of Rights.
  
                    (c) In any exchange  pursuant to this Section 24, the Company,
  at its  option,  may  substitute  (i) Series C  Preferred  Stock (or  equivalent
  preferred shares, as such term is defined in Section 11(b) hereof) for shares of
  Comdisco  Stock  exchangeable  for Comdisco  Rights,  at the initial rate of one
  one-thousandth of a Series C Preferred Stock (or equivalent preferred share) for
  each share of Comdisco  Stock and (ii) Series D Preferred  Stock (or  equivalent
  preferred shares, as such term is defined in Section 11(b) hereof) for shares of
  Ventures Stock  exchangeable  for Ventures  Rights,  at the preferred share) for
  each share of Ventures  Stock,  such rates, in the case of clause (i) or (ii) of
  this Section 24(c), to be appropriately  adjusted to reflect  adjustments in the
  voting rights of the Preferred Stock pursuant to the terms thereof,  so that the
  fraction of a Preferred  Stock  delivered in lieu of Common Stock shall have the
  same voting rights as such share of Common Stock.
  
                    (d) In the event that there shall not be sufficient  shares of
  Common Stock or Preferred  Stock issued but not  outstanding  or authorized  but
  unissued to permit any exchange of Rights as  contemplated  in  accordance  with
  this  Section 24, the Company  shall take all such action as may be necessary to
  authorize additional shares of Common Stock or Preferred Stock for issuance upon
  exchange of the Rights.
  
                    (e) The Company  shall not be required to issue  fractions  of
  shares of Common Stock or to distribute  certificates which evidence  fractional
  shares of Common Stock. In lieu of such fractional shares of Common Stock, there
  shall be paid to the registered holders of the Right Certificates with regard to
  which such  fractional  share of Common Stock would  otherwise  be issuable,  an
  amount in cash equal to the same fraction of the Current Market Value of a whole
  share of Common  Stock.  For the purposes of this  subsection  (e), the "Current
  Market  Value" of a whole share of Common Stock shall be the closing  price of a
  share of Common Stock (as determined  pursuant to the second sentence of Section
  11(d)(i)  hereof) for the Trading Day immediately  prior to the date of exchange
  pursuant to this Section 24.
  
           Section 25.  Notice of Certain Events.
           -------------------------------------
  
                    (a) In case the Company shall  propose,  at any time after the
  Distribution  Date, (i) to pay any dividend payable in stock of any class to the
  holders of Preferred  Stock or to make any other  distribution to the holders of
  Preferred Stock (other than a regular quarterly cash dividend out of earnings or
  retained earnings of the Company),  or (ii) to offer to the holders of Preferred
  Stock rights or warrants to subscribe for or to purchase any  additional  shares
  of  Preferred  Stock or shares  of stock of any  class or any other  securities,
  rights or  options,  or (iii) to effect any  reclassification  of its  Preferred
  Stock  (other  than  a  reclassification   involving  only  the  subdivision  of
  outstanding  shares of Preferred  Stock), or (iv) to effect any consolidation or
  merger into or with any other Person  (other than a Subsidiary of the Company in
  a transaction  which complies with Section 11(o) hereof),  or to effect any sale
  or other  transfer (or to permit one or more of its  Subsidiaries  to effect any
  sale or other transfer), in one transaction or a series of related transactions,
  of  more  than  50% of the  assets  or  earning  power  of the  Company  and its
  Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
  Company and/or any of its Subsidiaries in one or more transactions each of which
  complies  with  Section  11(o)  hereof),  or  (v)  to  effect  the  liquidation,
  dissolution  or winding up of the Company,  then, in each such case, the Company
  shall give to each holder of a Rights  Certificate  and to the Rights Agent,  to
  the extent feasible and in accordance  with Section 26 hereof,  a notice of such
  proposed  action,  which shall  specify the record date for the purposes of such
  stock dividend,  distribution  of rights or warrants,  or the date on which such
  reclassification,    consolidation,   merger,   sale,   transfer,   liquidation,
  dissolution,  or  winding  up is to take  place  and the  date of  participation
  therein by the holders of the shares of Preferred  Stock, if any such date is to
  be fixed, and such notice shall be so given in the case of any action covered by
  clause (i) or (ii) above at least  twenty (20) days prior to the record date for
  determining  holders  of the  shares of  Preferred  Stock for  purposes  of such
  action,  and in the case of any such other  action,  at least  twenty  (20) days
  prior  to the  date  of the  taking  of  such  proposed  action  or the  date of
  participation therein by the holders of the shares of Preferred Stock, whichever
  shall be the earlier.
  
                    (b) In case any Section 11 Event  shall  occur,  then,  in any
  such case, (i) the Company shall as soon as practicable  thereafter give to each
  holder of a Rights  Certificate  and to the Rights Agent, to the extent feasible
  and in  accordance  with Section 26 hereof,  a notice of the  occurrence of such
  event,  which  shall  specify  the  event and the  consequences  of the event to
  holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the
  preceding  paragraph to Preferred  Stock shall be deemed  thereafter to refer to
  Common Stock and/or other securities.
  
           Section 26. Notices. Notices or demands authorized by this Agreement to
  be given or made by the Rights Agent or by the holder of any Rights  Certificate
  to or on the Company shall be sufficiently  given or made if sent by first-class
  mail, postage prepaid, addressed (until another address is filed in writing with
  the Rights Agent) as follows:
  
                    Comdisco, Inc.
                    6111 North River Road
                    Rosemont, Illinois  60018
                    Attention:  Secretary
  
  Subject to the provisions of Section 21, any notice or demand authorized by this
  Agreement  to be given or made by the  Company  or by the  holder of any  Rights
  Certificate  to or on the Rights  Agent shall be  sufficiently  given or made if
  sent by first-class mail,  postage prepaid,  addressed (until another address is
  filed in writing with the Company) as follows:
  
                    ChaseMellon Shareholder Services, L.L.C.
                    44 Wall Street, 6th Floor
                    New York, New York 10005
                    Attention:  Don Messmer
  
  Notices  or  demands  authorized  by this  Agreement  to be given or made by the
  Company or the Rights  Agent to the holder of any  Rights  Certificate  (or,  if
  prior to the  Distribution  Date,  to the  holder of  certificates  representing
  shares  of  Common  Stock)  shall  be  sufficiently  given  or  made  if sent by
  first-class  mail,  postage prepaid,  addressed to such holder at the address of
  such holder as shown on the registry books of the Company.
  
           Section 27. Supplements and Amendments.  Prior to the Distribution Date
  and subject to the penultimate  sentence of this Section 27, the Company and the
  Rights Agent,  shall supplement or amend any provision of this Agreement without
  the approval of any holders of certificates  representing shares of Common Stock
  and associated  Rights.  From and after the Distribution Date and subject to the
  penultimate  sentence of this  Section 27, the Company and the Rights Agent may,
  if the  Company so  directs,  supplement  or amend this  Agreement  without  the
  approval  of any  holders  of  Rights  Certificates  in order  to:  (i) cure any
  ambiguity,  (ii) correct or supplement any provision  contained herein which may
  be defective or inconsistent with any other provisions herein,  (iii) shorten or
  lengthen any time period hereunder,  or (iv) change or supplement the provisions
  hereunder  in any manner which the Company may deem  necessary or desirable  and
  which  shall  not  adversely  affect  the  interests  of the  holders  of Rights
  Certificates (other than an Acquiring Person,  Adverse Person or an Affiliate or
  Associate of an Acquiring Person or Adverse  Person);  provided,  however,  that
  this  Agreement  may not be  supplemented  or amended to  lengthen,  pursuant to
  clause (iii) of this sentence, (A) a time period relating to when the Rights may
  be redeemed at such time as the Rights are not then redeemable, or (B) any other
  time period unless such lengthening is for the purpose of protecting,  enhancing
  or  clarifying  the rights of,  and/or the  benefits  to, the  holders of Rights
  (other  than an  Acquiring  Person or  Adverse  Person  and its  Associates  and
  Affiliates).Upon  the delivery of a  certificate  from an officer of the Company
  which states that the proposed supplement or amendment is in compliance with the
  terms of this Section 27, and such  supplement  or amendment  does not change or
  increase the Rights Agent's duties, liabilities or obligations, the Rights Agent
  shall execute such supplement or amendment.  Prior to the Distribution Date, the
  interests of the holders of Rights shall be deemed coincident with the interests
  of the holders of Common Stock.
  
           Section 28.  Successors.  All the covenants and provisions of this
           Agreement by or for the benefit of the Company or the Rights Agent
           shall bind and inure to the benefit of their respective successors and
           assigns hereunder.
  
           Section 29. Determinations and Actions by the Board of Directors,  etc.
  For all purposes of this  Agreement,  any calculation of the number of shares of
  Common Stock or any other class of capital stock  outstanding  at any particular
  time,  including for purposes of determining  the particular  percentage of such
  outstanding  shares of Common Stock of which any Person is the Beneficial Owner,
  shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
  General Rules and Regulations  under the Exchange Act. The Board of Directors of
  the Company  shall have the exclusive  power and  authority to  administer  this
  Agreement  and to  exercise  all rights and powers  specifically  granted to the
  Board  or  to  the  Company,  or  as  may  be  necessary  or  advisable  in  the
  administration of this Agreement,  including,  without limitation, the right and
  power to (i)  interpret  the  provisions  of this  Agreement,  and (ii) make all
  determinations  deemed  necessary or advisable  for the  administration  of this
  Agreement  (including a  determination  to redeem or not redeem the Rights or to
  amend  the  Agreement).All  such  actions,  calculations,   interpretations  and
  determinations  (including, for purposes of clause (y) below, all omissions with
  respect  to the  foregoing)  which are done or made by the Board in good  faith,
  shall (x) be final, conclusive and binding on the Company, the Rights Agent, the
  holders of the Rights and all other  parties,  and (y) not  subject the Board to
  any liability to the holders of the Rights.
  
           Section 30. Benefits of This Agreement. Nothing in this Agreement shall
  be construed to give to any Person other than the Company,  the Rights Agent and
  the  registered   holders  of  the  Rights   Certificates  (and,  prior  to  the
  Distribution  Date,  registered  holders  of the  Common  Stock)  any  legal  or
  equitable right, remedy or claim under this Agreement;  but this Agreement shall
  be for the sole and exclusive  benefit of the Company,  the Rights Agent and the
  registered  holders of the Rights  Certificates  (and, prior to the Distribution
  Date, registered holders of the Common Stock).
  
           Section  31.  Severability.   If  any  term,  provision,   covenant  or
  restriction  of this Agreement is held by a court of competent  jurisdiction  or
  other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
  terms, provisions,  covenants and restrictions of this Agreement shall remain in
  full force and effect and shall in no way be affected,  impaired or invalidated;
  provided,  however,  that  notwithstanding  anything  in this  Agreement  to the
  contrary, if any such term,  provision,  covenant or restriction is held by such
  court  or  authority  to be  invalid,  void or  unenforceable  and the  Board of
  Directors of the Company determines in its good faith judgment that severing the
  invalid  language  from this  Agreement  would  adversely  affect the purpose or
  effect of this Agreement, the right of redemption set forth in Section 23 hereof
  shall be  reinstated  and shall not expire  until the Close of  Business  on the
  tenth day  following the date of such  determination  by the Board of Directors.
  Without  limiting the  foregoing,  if any provision  requiring a majority of the
  members of the Board of  Directors  who are not  officers of the Company and who
  are not  representatives,  nominees,  Affiliates  or  Associates of an Acquiring
  Person to act is held by any court of competent  jurisdiction or other authority
  to be invalid,  void or unenforceable,  such determination  shall be made by the
  Board of  Directors of the Company in  accordance  with  applicable  law and the
  Company's Certificate of Incorporation and Bylaws.
  
           Section 32.  Governing Law. This Agreement,  each Right and each Rights
  Certificate  issued  hereunder  shall be deemed to be a contract  made under the
  laws of the State of  Delaware  and for all  purposes  shall be  governed by and
  construed in accordance with the laws of such state applicable to contracts made
  and to be performed entirely within such state.
  
           Section 33. Counterparts.  This Agreement may be executed in any number
  of counterparts and each of such  counterparts  shall for all purposes be deemed
  to be an original,  and all such counterparts shall together  constitute but one
  and the same instrument.
  
           Section 34. Descriptive  Headings.  Descriptive headings of the several
  Sections of this  Agreement  are  inserted  for  convenience  only and shall not
  control or affect the meaning or construction of any of the provisions hereof.
  
           IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Rights
  Agreement  to be duly  executed  and  their  respective  corporate  seals  to be
  hereunto affixed and attested, all as of the day and year first above written.
  
  Attest:                                              COMDISCO, INC.
  
  By: /s/ Camille Cribaro-Mello                        By: Philip A. Hewes
  
  Name: Camille Cribaro-Mello                          Name: Philip A. Hewes
  Title: Assistant Corporate Counsel                   Title:Senior Vice President
                                                       and Secretary
  
  
  Attest:                                              ChaseMellon Shareholder
  
                          Services, L.L.C., as Rights Agent
  
  By: /s/ John W. Cower, Jr.                           By: /s/ Donald P. Messmer
  
  Name: John W. Cower, Jr.                             Name:    Donald P. Messmer
  Title: Rel. Mgr                                      Title: Authorized Signatory
  
  <PAGE>
  
  
  
  1042324 v5
  Execution Copy:  May 4, 2000
                                        A-31
  
                                      EXHIBIT A
  
                                AMENDED AND RESTATED
  
                   CERTIFICATE OF INCORPORATION OF COMDISCO, INC.
                      CONTAINING THE DESIGNATIONS, PREFERENCES
  
                            AND RIGHTS OF SERIES C JUNIOR
  
                            PARTICIPATING PREFERRED STOCK
  
                        AND OF SERIES D JUNIOR PARTICIPATING
  
                          PREFERRED STOCK AS FILED WITH THE
  
                              SECRETARY OF STATE OF THE
  
                                STATE OF DELAWARE ON
  
                                     MAY 4,2000
  
  
  <PAGE>
  
  
  
                                AMENDED AND RESTATED
  
                            CERTIFICATE OF INCORPORATION
  
                                         OF
  
                                   COMDISCO, INC.
  
  Comdisco,  Inc. (the "Corporation "), a corporation organized and existing under
  and by virtue of the  General  Corporation  Law of the State of Delaware ( "DGCL
  "), certifies:
  
  FIRST. That the name under which the Corporation was originally incorporated was
  Comdisco,   Inc.  and  the  date  of  filing  of  its  original  certificate  of
  incorporation was June 28, 1971.
  
  SECOND.  That,  pursuant to Sections 242 and 245 of the DGCL, the  Corporation's
  Board of  Directors  and  shareholders  duly  adopted  this Amended and Restated
  Certificate of Incorporation.
  
  THIRD.  The  text of the  Corporation's  amended  and  restated  certificate  of
  incorporation is hereby further amended and restated to read in full as follows:
  
       1. The name of the Corporation is COMDISCO, INC.
  
       2. The  address of its  registered  office in the State of  Delaware is No.
          1209 Orange Street, in the City of Wilmington, County of New Castle. The
          name of its registered  agent at such address is The  Corporation  Trust
          Company.
  
       3. The nature of the business or purposes to be conducted or promoted is:
  
            To engage in any lawful act or activity for which  corporations may be
            organized under the General Corporation Law of Delaware.
  
            To  manufacture,  purchase  or  otherwise  acquire,  invest  in,  own,
            mortgage,  pledge,  sell, assign and transfer or otherwise dispose of,
            trade, deal in and deal with goods, wares and merchandise and personal
            property of every class and description.
  
            To acquire, and pay for in cash, stock or bonds of this corporation or
            otherwise,  the  good  will,  rights,  assets  and  property,  and  to
            undertake  or  assume  the  whole  or any part of the  obligations  or
            liabilities of any person, firm, association or corporation.
  
            To acquire,  hold, use, sell, assign, lease, grant licenses in respect
            of,  mortgage  or  otherwise  dispose of letters  patent of the United
            States or any foreign country, patent rights, licenses and privileges,
            inventions,  improvements  and processes,  copyrights,  trademarks and
            trade names,  relating to or useful in connection with any business of
            this corporation.
  
            To acquire by purchase,  subscription  or  otherwise,  and to receive,
            hold, own,  guarantee,  sell, assign,  exchange,  transfer,  mortgage,
            pledge or  otherwise  dispose of or deal in and with any of the shares
            of the capital stock,  or any voting trust  certificates in respect of
            the  shares  of  capital  stock,  scrip,   warrants,   rights,  bonds,
            debentures, notes, trust receipts, and other securities,  obligations,
            choses in action and evidences of  indebtedness  or interest issued or
            created  by  any  corporations,  joint  stock  companies,  syndicates,
            associations,  firms, trusts or persons,  public or private, or by the
            government  of  the  United  States  of  America,  or by  any  foreign
            government,  or by any state,  territory,  province,  municipality  or
            other  political  subdivision or by any  governmental  agency,  and as
            owner  thereof to possess  and  exercise  all the  rights,  powers and
            privileges of ownership,  including the right to execute  consents and
            vote  thereon,  or to do any and all  acts  and  things  necessary  or
            advisable   for  the   preservation,   protection,   improvement   and
            enhancement in value thereof.
  
            To borrow or raise moneys for any of the  purposes of the  corporation
            and,  from time to time  without  limit as to amount,  to draw,  make,
            accept, endorse,  execute and issue promissory notes, drafts, bills of
            exchange,   warrants,   bonds,  debentures  and  other  negotiable  or
            non-negotiable  instruments  and  evidences  of  indebtedness,  and to
            secure  the  payment of any  thereof  and of the  interest  thereon by
            mortgage  upon or pledge,  conveyance  or  assignment  in trust of the
            whole or any part of the property of the  corporation,  whether at the
            time owned or thereafter  acquired,  and to sell,  pledge or otherwise
            dispose of such bonds or other  obligations of the corporation for its
            corporate purposes.
  
            To  purchase,  receive,  take  by  grant,  gift,  devise,  bequest  or
            otherwise,  lease, or otherwise acquire,  own, hold, improve,  employ,
            use and otherwise deal in and with real or personal  property,  or any
            interest  therein,  wherever  situated,  and to sell,  convey,  lease,
            exchange, transfer or otherwise dispose of, or mortgage or pledge, all
            or any of the corporation's property, assets, or any interest therein,
            wherever situated.
  
            In general,  to possess  and  exercise  all the powers and  privileges
            granted by the General Corporation Law of Delaware or by any other law
            of  Delaware  or  by  this   Amended  and  Restated   Certificate   of
            Incorporation  together with any powers incidental  thereto, so far as
            such powers and privileges are necessary or convenient to the conduct,
            promotion   or   attainment   of  the  business  or  purposes  of  the
            corporation.
  
            The business and purposes  specified in the foregoing  clauses  shall,
            except where otherwise  expressed,  be in nowise limited or restricted
            by reference to, or inference  from,  the terms of any other clause in
            this  Amended  and  Restated  Certificate  of  Incorporation,  but the
            business and purposes  identified in each of the foregoing  clauses of
            this article shall be regarded as independent business and purposes.
  
       4. Capital Stock.  The total number of shares of all classes of stock which
          the  Corporation   shall  have  authority  to  issue  is   1,900,000,000
          consisting of (i) 1,800,000,000  shares of Common Stock, $0.10 par value
          per share ("Common  Stock"),  and (ii)  100,000,000  shares of Preferred
          Stock, $0.10 par value per share ("Preferred Stock").
  
            A. Common Stock.
  
                 1. Issuance of Common Stock in Series; Designation;
                    Reclassification.
  
                      Subject  to  the   provisions   of  this  Article  4(A)  and
                      provisions of law, the Corporation  shall have the authority
                      to issue  shares of Common  Stock in  multiple  series.  One
                      series of Common Stock shall be designated as Comdisco Stock
                      ("Comdisco Stock").  The second series of Common Stock shall
                      be designated as Comdisco Ventures Stock ("Ventures Stock").
                      When the filing of this Amended and Restated  Certificate of
                      Incorporation becomes effective,  each share of Common Stock
                      outstanding immediately prior thereto shall automatically be
                      reclassified as one share of Comdisco Stock (and outstanding
                      certificates  that had  theretofore  represented  shares  of
                      Common  Stock shall  thereupon  represent an equal number of
                      shares  of  Comdisco   Stock  despite  the  absence  of  any
                      indication thereon to that effect).
  
                      The  total  number of shares  of  Comdisco  Stock  which the
                      Corporation   shall  have  the   authority  to  issue  shall
                      initially be 750,000,000,  and the total number of shares of
                      Ventures  Stock  which  the   Corporation   shall  have  the
                      authority to issue shall initially be 750,000,000. The Board
                      of Directors (or such committee of the Board of Directors as
                      the Board of Directors shall empower) is hereby empowered to
                      authorize by resolution or  resolutions,  an increase in the
                      number of  authorized  shares of Comdisco  Stock or Ventures
                      Stock in (but not above a number  for  either  series  that,
                      when added to the number of  authorized  shares of all other
                      designated  series of Common  Stock  would  exceed the total
                      number of  authorized  shares of Common Stock) or a decrease
                      in the  number of  authorized  shares of  Comdisco  Stock or
                      Ventures  Stock  (but not  below the  number of shares  then
                      outstanding).   The  Board  of  Directors   shall  have  the
                      authority  to  designate,  prior  to the  time of the  first
                      issuance  of  the   Ventures   Stock,   the  number   which,
                      immediately  prior to such first  issuance,  will constitute
                      the  Number of Shares  Issuable  with  Respect  to  Comdisco
                      Group's Retained Interest in Comdisco Ventures and any other
                      terms  which  are  consistent  with  applicable  law and the
                      provisions of this Article 4(A).
  
                      The Board of  Directors  (or such  committee of the Board of
                      Directors as the Board of Directors shall empower) is hereby
                      empowered to authorize by  resolution  or  resolutions  from
                      time to time the issuance of one or more  additional  series
                      of  Common  Stock  and  to  fix  the  designations,  powers,
                      preferences and relative,  participating,  optional or other
                      rights,  if any,  and  the  qualifications,  limitations  or
                      restrictions thereof, if any, with respect to each series of
                      Common Stock and the number of shares constituting each such
                      series,  and to increase or decrease the number of shares of
                      any such  series to the  extent  permitted  by the DGCL,  as
                      amended from time to time.
  
                 2. Dividends.
  
                      (a) Dividends. Subject to the preferences and other terms of
                      any outstanding  series of Preferred  Stock,  the holders of
                      any  series of Common  Stock  shall be  entitled  to receive
                      dividends  on their  shares of Common Stock if, as, and when
                      declared by the Board of Directors  out of the lesser of (i)
                      the funds of the Corporation  legally available  therefor or
                      (ii) the  Available  Dividend  Amount for the Group to which
                      such series of Common Stock relates.
  
                      (b) Discrimination  Between or Among Series of Common Stock.
                      Subject to  paragraph  (a) of Section 2 of this Article 4(A)
                      and  subject  to the  preferences  and  other  terms  of any
                      outstanding series of Preferred Stock, the Corporation shall
                      have the  authority to declare and pay dividends on a single
                      series  of  Common  Stock,  or one or more  series of Common
                      Stock,  in equal or  unequal  amounts,  notwithstanding  the
                      relative  amounts  of the  Available  Dividend  Amount  with
                      respect to any Group,  the  amount of assets  available  for
                      dividends on either  series of Common  Stock,  the amount of
                      prior  dividends paid on either series of Common Stock,  the
                      respective  voting  rights of each series of Common Stock or
                      any other factor.
  
                 3. Mandatory Dividend, Redemption or Conversion on Disposition of
                 All or  Substantially  All of the  Assets  of a  Group;  Optional
                 Conversion of Comdisco  Stock for Ventures  Stock;  Redemption of
                 Ventures  Stock for Stock of a  Subsidiary  at the  Corporation's
                 Option.
  
                      (a) Mandatory Dividend, Redemption or Conversion.
  
                           (i)  In  the   event  of  a   Disposition   of  All  or
                           Substantially  All of the Assets of a Group (other than
                           an Exempt  Disposition),  the Corporation  shall, on or
                           before the 90th Trading Day after the Disposition Date,
                           provided that the funds of the  Corporation are legally
                           available therefor, either:
  
                                 (x)  declare and pay a dividend to holders of the
                                 series of Common Stock that relates to that Group
                                 (in cash, securities (other than Common Stock) or
                                 other  property,   or  a  combination   thereof),
                                 subject to the limitations on dividends set forth
                                 under  Section  2 of  this  Article  4(A),  in an
                                 aggregate amount having a Fair Value  (determined
                                 as of the Disposition  Date) equal to the product
                                 of the Outstanding Interest Fraction with respect
                                 to such Group  (determined  as of the record date
                                 for such dividend) and the Fair Value (determined
                                 as of the  Disposition  Date) of the Net Proceeds
                                 of such Disposition;
  
                                 (y) redeem  from  holders of the series of Common
                                 Stock that relates to the Group that  consummated
                                 such   Disposition,   in   exchange   for   cash,
                                 securities  (other  than  Common  Stock) or other
                                 property (or a combination  thereof) in an amount
                                 equal to the product of the Outstanding  Interest
                                 Fraction  with respect to such Group  (determined
                                 as of the  redemption  date)  and the Fair  Value
                                 (determined  as of the  Disposition  Date) of the
                                 Net  Proceeds  of  such  Disposition,  all of the
                                 outstanding  shares  of  such  series  of  Common
                                 Stock,    unless   such   Disposition    involves
                                 substantially  all,  but not all,  of the  assets
                                 attributed to such Group, in which case, a number
                                 of  shares  of  such   series  of  Common   Stock
                                 (rounded,  if  necessary,  to the  nearest  whole
                                 number) having an aggregate average Market Value,
                                 during  the 20  consecutive  Trading  Day  period
                                 beginning on the 16th Trading Day  following  the
                                 Disposition Date, equal to such amount; or
  
                                 (z)  if  that  Disposition  relates  to  Comdisco
                                 Ventures  convert  each   outstanding   share  of
                                 Ventures   Stock  into  a  number  of  shares  of
                                 Comdisco  Stock  (rounded,  if necessary,  to the
                                 nearest  whole number) equal to 115% of the ratio
                                 of the  average  Market  Value  of one  share  of
                                 Ventures Stock to the average Market Value of one
                                 share of Comdisco Stock during the 20 consecutive
                                 Trading Day period ending on (and  including) the
                                 fifth  trading  day  prior  to the  first  public
                                 announcement     immediately     preceding    the
                                 Disposition Date).
  
                           (ii) For  purposes  of this  Section 3 of this  Article
                           4(A), if a Group  consummates a Disposition in a series
                           of related transactions,  such Disposition shall not be
                           deemed to have been completed until consummation of the
                           last of such transactions.
  
                      (b) Optional Conversion of Comdisco Stock for Ventures Stock
  
                           (i) The  Corporation  may,  at any time,  convert  each
                           outstanding  share of  Ventures  Stock into a number of
                           shares of Comdisco Stock (rounded, if necessary, to the
                           nearest whole  number) equal to that  percentage of the
                           ratio  of the  average  Market  Value  of one  share of
                           Ventures Stock to the average Market Value of one share
                           of  Comdisco   Stock  (the   "Applicable   Percentage")
                           specified for the applicable conversion date below. The
                           average  Market  Value  of a share  of each  series  of
                           Common  Stock  shall  be   determined   during  the  20
                           consecutive   Trading   Day   period   ending  on  (and
                           including)  the 5th Trading Day  immediately  preceding
                           the date on which the  Corporation  mails the notice of
                           conversion to holders of Ventures Stock.
  
                                If the Conversion Date  The Applicable Percentage
                                        Falls                       Will
                                   During the Period        be the Percentage
                                       Indicated               Specified for
                                         Below               Such Period Below
                                         -----               -----------------
                                First Quarter                      125%
                                Second Quarter                     124%
                                Third Quarter                      123%
                                Fourth Quarter                     122%
                                Fifth Quarter                      121%
                                Sixth Quarter                      120%
                                Seventh Quarter                    119%
                                Eighth Quarter                     118%
                                Ninth Quarter                      117%
                                Tenth Quarter                      116%
                                After Tenth Quarter                115%
  
                           For  purposes  of the  foregoing  chart,  (x) the first
                           "Quarter" is the period from and  including the date of
                           first  issuance  of  shares  of  Ventures  Stock to but
                           excluding  the  third  month  anniversary  of such date
                           (provided that, if the date of first issuance of shares
                           of Ventures Stock is the 29th,  30th or 31st day of any
                           month,  the first "Quarter" will be the period from and
                           including  such date of first issuance to but excluding
                           the  third  month  anniversary  of the first day of the
                           month  immediately  following  the month in which  such
                           date of first issuance  falls) and (y) each  subsequent
                           "Quarter"  is the  period  from and  including  the day
                           after the end of the prior Quarter to but excluding the
                           third month anniversary of such day.
  
                           (ii) Notwithstanding the preceding paragraphs, if a Tax
                           Event has occurred,  the  Applicable  Percentage  shall
                           equal 110%  irrespective  of when the exchange  occurs.
                           "Tax Event" means the receipt by the  Corporation of an
                           opinion of a tax advisor  experienced  in such matters,
                           who  shall  not  be  an  officer  or  employee  of  the
                           Corporation  or any of its  affiliates,  to the  effect
                           that,  as a result of any  amendment  to, or change in,
                           the laws (or any regulations  thereunder) of the United
                           States or any political subdivision or taxing authority
                           thereof or therein  (including  any proposed  change in
                           such   regulations   announced  by  an   administrative
                           agency),   or  as  a   result   of  any   official   or
                           administrative  pronouncement  or  action  or  judicial
                           decision   interpreting   or  applying   such  laws  or
                           regulations, it is more likely than not that for United
                           States federal income tax purposes (1) the Corporation,
                           its subsidiaries or affiliates or any of its successors
                           or its  stockholders  is or, at any time in the future,
                           will be subject to tax upon the  issuance  of shares of
                           either  Comdisco  Stock or Ventures  Stock,  (2) either
                           Comdisco Stock or Ventures Stock is not or, at any time
                           in the future,  will not be treated  solely as stock of
                           the   Corporation  or  (3)  either  Comdisco  Stock  or
                           Ventures  Stock is or will be treated  as  Section  306
                           stock  under  the  Internal  Revenue  Code of 1986,  as
                           amended.  For purposes of rendering such opinion, a tax
                           advisor shall assume that any administrative  proposals
                           will be adopted as  proposed.  However,  in the event a
                           change in law is proposed,  a tax advisor  shall render
                           an opinion only in the event of enactment.
  
                      (c) Optional Redemption of Ventures Stock for Stock of a
                          Subsidiary.
  
                           At any time at which all of the assets and  liabilities
                           of   Comdisco   Ventures   (and  no  other   assets  or
                           liabilities  of  the   Corporation  or  any  subsidiary
                           thereof) are held directly or indirectly by one or more
                           subsidiaries   of   the    Corporation    (the   "Group
                           Subsidiaries"),  the Board of Directors  may,  provided
                           that  there  are  funds  of  the  Corporation   legally
                           available therefor, declare that all of the outstanding
                           shares of Ventures  Stock shall be redeemed,  as of the
                           exchange date described  below, for the number of fully
                           paid and  nonassessable  shares of common stock of each
                           of such Group  Subsidiaries  as is equal to the product
                           of the  Outstanding  Interest  Fraction with respect to
                           Comdisco  Ventures  (determined  as of  the  redemption
                           date) and the number of shares of common  stock of each
                           such  Group  Subsidiary  held by  Comdisco  immediately
                           before such  exchange.  Such shares of common  stock of
                           such Group  Subsidiaries  may be delivered  directly or
                           indirectly  through  the  delivery  of shares of one or
                           more of such Group  Subsidiaries  that own  directly or
                           indirectly all of the other shares that are deliverable
                           pursuant to the preceding sentence.
  
                      (d) General Dividend, Conversion and Redemption Provisions.
  
                           (i) If the  Corporation  completes a Disposition of All
                           or  Substantially  All of the Assets of a Group  (other
                           than an Exempt Disposition), the Corporation shall, not
                           more than the 20 Trading Days after the consummation of
                           such Disposition,  issue a press release specifying (w)
                           the Net Proceeds of such Disposition, (x) the number of
                           shares of the  series of Common  Stock  related to such
                           Group  then  outstanding,  (y) the  number of shares of
                           such series of Common Stock  issuable upon  conversion,
                           redemption   or   exercise   of  any   convertible   or
                           exchangeable  securities,  options or warrants  and the
                           conversion,  redemption or exercise  prices thereof and
                           (z) if the Group is not Comdisco  Group,  the Number of
                           Shares  Issuable  with  Respect  to  Comdisco   Group's
                           Retained Interest in such Group. The Corporation shall,
                           not more than 40 Trading Days after such  consummation,
                           announce  by  press   release   which  of  the  actions
                           specified  in Section  3(a)(i) of this  Article 4(A) it
                           has   determined   to  take,   and  upon   making  that
                           announcement,  that  determination will be irrevocable.
                           In addition,  the Corporation  shall,  not more than 45
                           Trading Days after such  consummation and not less than
                           30 Trading  Days before the  applicable  payment  date,
                           redemption  date or conversion  date,  send a notice by
                           first-class  mail,  postage prepaid,  to holders of the
                           relevant  series of Common Stock at their  addresses as
                           they appear on the transfer  books of the  Corporation,
                           specifying:
  
                                 (1) if the  Corporation  has  determined to pay a
                                 special  dividend,  (A) the record  date for such
                                 dividend,  (B) the payment date of such  dividend
                                 (which  cannot be more than 90 Trading Days after
                                 such  consummation)  and (C) the aggregate amount
                                 and type of property to be paid in such  dividend
                                 (and the approximate per share amount thereof);
  
                                 (2)  if  the   Corporation   has   determined  to
                                 undertake   a   redemption,   (A)  the   date  of
                                 redemption  (which cannot be more than 90 Trading
                                 Days after such consummation),  (B) the aggregate
                                 amount  and  type  of  property  to be  paid as a
                                 redemption  price (and the  approximate per share
                                 amount  thereof),  (C) if less than all shares of
                                 the  relevant  series of  Common  Stock are to be
                                 redeemed, the number of shares to be redeemed and
                                 (D) the place or places  where  certificates  for
                                 shares of such series of Common  Stock,  properly
                                 endorsed or  assigned  for  transfer  (unless the
                                 Corporation waives such  requirement),  should be
                                 surrendered  in return for  delivery of the cash,
                                 securities  or other  property  to be paid by the
                                 Corporation in such redemption; and
  
                                 (3)  if  the   Corporation   has   determined  to
                                 undertake   a   conversion,   (A)  the   date  of
                                 conversion  (which cannot be more than 90 Trading
                                 Days after such consummation),  (B) the number of
                                 shares of the other  series of Common Stock to be
                                 issued  in the  conversion  for each  outstanding
                                 share of such series of Common  Stock and (C) the
                                 place or places where  certificates for shares of
                                 such series of Common Stock, properly endorsed or
                                 assigned  for  transfer  (unless the  Corporation
                                 waives such  requirement),  should be surrendered
                                 in return  for  delivery  of the other  series of
                                 Common Stock to be issued by the  Corporation  in
                                 such conversion.
  
                           (ii) If the  Corporation has determined to complete any
                           conversion  described  in  Section  3(b) or (c) of this
                           Article 4(A), the Corporation  shall,  not less than 30
                           Trading  Days and not more than 45 Trading  Days before
                           the exchange date,  send a notice by first-class  mail,
                           postage  prepaid,  to holders of the relevant series of
                           Common  Stock at their  addresses as they appear on the
                           transfer books of the  Corporation,  specifying (x) the
                           conversion  date and the other terms of the  conversion
                           and (y) the  place or  places  where  certificates  for
                           shares  of  such  series  of  Common  Stock,   properly
                           endorsed  or   assigned   for   transfer   (unless  the
                           Corporation   waives  such   requirement),   should  be
                           surrendered  for  delivery of the stock to be issued or
                           delivered by the Corporation in such conversion.
  
                           (iii)  Neither the failure to mail any notice  required
                           by  this  Section  3(d)  of  this  Article  4(A) to any
                           particular  holder nor any defect  therein would affect
                           the  sufficiency  thereof  with  respect  to any  other
                           holder or the validity of any  dividend,  redemption or
                           conversion contemplated hereby.
  
                           (iv) If the  Corporation  is redeeming less than all of
                           the  outstanding  shares of a series  of  Common  Stock
                           pursuant to Section  3(a)(i) of this Article 4(A),  the
                           Corporation shall redeem such shares pro rata or by lot
                           or by such  other  method  as the  Board  of  Directors
                           determines to be equitable.
  
                           (v) No holder  of  shares  of a series of Common  Stock
                           being  converted  or  redeemed  shall  be  entitled  to
                           receive any cash,  securities  or other  property to be
                           distributed in such conversion or redemption until such
                           holder   surrenders   certificates   for  such  shares,
                           properly  endorsed or assigned  for  transfer,  at such
                           place as the  Corporation  shall  specify  (unless  the
                           Corporation  waives  such  requirement).   As  soon  as
                           practicable   after  the   Corporation's   receipt   of
                           certificates  for such shares,  the  Corporation  shall
                           deliver  to the person for whose  account  such  shares
                           were so  surrendered,  or to the nominee or nominees of
                           such person, the cash,  securities or other property to
                           which such person shall be entitled,  together with any
                           fractional  payment  referred  to  below,  in each case
                           without  interest.  If less  than all of the  shares of
                           Common  Stock  represented  by any one  certificate  is
                           converted or redeemed, the Corporation shall also issue
                           and  deliver a new  certificate  for the shares of such
                           Common Stock not converted or redeemed.
  
                           (vi) The Corporation  shall not be required to issue or
                           deliver  fractional  shares of any capital stock or any
                           other  fractional  securities  to any  holder of Common
                           Stock upon  conversion,  redemption,  dividend or other
                           distribution described above. If more than one share of
                           Common Stock shall be held at the same time by the same
                           holder,  the  Corporation  may  aggregate the number of
                           shares of any  capital  stock that would be issuable or
                           any other  securities  that would be  distributable  to
                           such  holder  upon  any  such  conversion,  redemption,
                           dividend or other distribution. If there are fractional
                           shares of any  capital  stock or any  other  fractional
                           securities remaining to be issued or distributed to any
                           holder,  the  Corporation  shall,  if  such  fractional
                           shares or securities  are not issued or  distributed to
                           such  holder,  pay cash in respect  of such  fractional
                           shares or  securities  in an  amount  equal to the Fair
                           Value thereof (without interest).
  
                           (vii) From and after the date set for any conversion or
                           redemption  contemplated  by  this  Section  3 of  this
                           Article  4(A),  all  rights  of a holder  of  shares of
                           Common Stock being  converted  or redeemed  shall cease
                           except   for  the   right,   upon   surrender   of  the
                           certificates  theretofore  representing such shares, to
                           receive  the cash,  securities  or other  property  for
                           which such shares were converted or redeemed,  together
                           with any fractional  payment as provided above, in each
                           case without interest (and, if such holder was a holder
                           of  record as of the close of  business  on the  record
                           date for a dividend not yet paid,  the right to receive
                           such  dividend).  A holder of  shares  of Common  Stock
                           being  converted  shall not be  entitled to receive any
                           dividend or other  distribution  with respect to shares
                           of  the  other  series  of  Common  Stock  until  after
                           certificates  theretofore representing the shares being
                           converted are surrendered as contemplated  above.  Upon
                           such surrender, the Corporation shall pay to the holder
                           the  amount  of any  dividends  or other  distributions
                           (without  interest)  which  theretofore  became payable
                           with  respect  to a record  date  occurring  after  the
                           conversion,  but  which  were not paid by reason of the
                           foregoing,  with  respect to the number of whole shares
                           of the other series of Common Stock  represented by the
                           certificate or certificates issued upon such surrender.
                           From and  after  the date set for any  conversion,  the
                           Corporation  shall,  however,  be entitled to treat the
                           certificates  for  shares of a series  of Common  Stock
                           being  converted  that  were  not yet  surrendered  for
                           conversion as evidencing the ownership of the number of
                           whole  shares of the other  series of Common  Stock for
                           which the shares of such Common  Stock should have been
                           converted,  notwithstanding  the  failure to  surrender
                           such certificates.
  
                           (viii)   The   Corporation   shall   pay  any  and  all
                           documentary,  stamp or similar issue or transfer  taxes
                           that  might  be  payable  in  respect  of the  issue or
                           delivery of any shares of capital  stock  and/or  other
                           securities on any conversion or redemption contemplated
                           by  this  Section  3;  provided,   however,   that  the
                           Corporation  shall not be  required to pay any tax that
                           might be payable in respect of the issue or delivery of
                           any shares of capital stock and/or other  securities on
                           any  conversion  or  redemption  contemplated  by  this
                           Section  3;  provided,  however,  that the  Corporation
                           shall  not be  required  to pay any tax  that  might be
                           payable  in  respect of any  transfer  involved  in the
                           issue or delivery of any shares of capital stock and/or
                           other securities in a name other than that in which the
                           shares so converted or redeemed were registered, and no
                           such issue or  delivery  will be made  unless and until
                           the   person   requesting   such   issue  pays  to  the
                           Corporation  the amount of any such tax, or establishes
                           to the  satisfaction of the  Corporation  that such tax
                           has been paid.
  
                           (ix) The  Corporation  may,  subject to applicable law,
                           establish such other rules, requirements and procedures
                           to facilitate  any  dividend,  redemption or conversion
                           contemplated   by  this  Section  3  as  the  Board  of
                           Directors  may  determine to be  appropriate  under the
                           circumstances.
  
                 4. Voting Rights.
  
                      At every  meeting of  stockholders,  the holders of Comdisco
                      Stock and the holders of Ventures  Stock shall vote together
                      as a  single  class  on  all  matters  as  to  which  common
                      stockholders  generally  are  entitled  to  vote,  unless  a
                      separate  vote is  required by  applicable  law. On all such
                      matters for which no separate vote is required,  (a) holders
                      of Comdisco Stock shall be entitled to one vote per share of
                      Comdisco  Stock  held and (b) before  the 31st  Trading  Day
                      after the Effective Date, holders of Ventures Stock shall be
                      entitled  to one vote per share of Ventures  Stock held.  On
                      and after the 31st  Trading  Day after the  Effective  Date,
                      holders of  Ventures  Stock shall be entitled to a number of
                      votes per share of Ventures  Stock held  (calculated  to the
                      nearest five  decimal  places)  equal to the Average  Market
                      Value of one share of Ventures  Stock divided by the Average
                      Market  Value of one share of Comdisco  Stock  during the 20
                      Trading Day period ending on (and  including) the applicable
                      record date;  provided  that,  in no event,  shall the total
                      number of votes of all outstanding Ventures Stock exceed 35%
                      of the total  number of votes of all  outstanding  series of
                      Common Stock.
  
                 5. Liquidation Rights.
  
                      In the event of any  voluntary or  involuntary  liquidation,
                      dissolution  or  winding-up of the  Corporation,  holders of
                      each  series of Common  Stock  shall be  entitled to receive
                      their  proportionate  interests  in the  net  assets  of the
                      Corporation,   if  any,   remaining  for   distribution   to
                      stockholders,   after   payment  of  or  provision  for  all
                      liabilities,   including   contingent   liabilities  of  the
                      Corporation  and  payment  of  the  liquidation   preference
                      payable to any holders of the Corporation's Preferred Stock,
                      if any such stock is outstanding.  Each share of each series
                      of  Common  Stock  will  be  entitled  to  a  share  of  net
                      liquidation   proceeds  in  proportion  to  the   respective
                      liquidation  units per share of such  class.  Each  share of
                      Comdisco Stock shall have one  liquidation  unit. Each share
                      of the other  series of Common  Stock shall have a number of
                      liquidation  units  (including a fraction of one liquidation
                      unit) equal to the  quotient  (rounded  to the nearest  five
                      decimal  places) of the average Market Value of one share of
                      such  series  of  Common  Stock  during  the 20  consecutive
                      Trading Day period ending on, and  including,  the 300th day
                      after the  Effective  Date,  divided by the  average  Market
                      Value of one share of Comdisco  Stock during such 20 Trading
                      Day period. If the liquidation,  dissolution,  or winding-up
                      of the Corporation occurs before such 300th day, the average
                      Market Value will be determined  based on the 20 consecutive
                      Trading   Day   period   ending   immediately   before   the
                      liquidation,  dissolution,  or  winding-up  event,  or  such
                      lesser number of consecutive  Trading Days immediately prior
                      to such event if the liquidation, dissolution, or winding-up
                      event  occurs  prior  to the  21st  Trading  Day  after  the
                      Effective Date.
  
                      Neither the merger nor consolidation of the Corporation with
                      any other  entity,  nor a sale,  transfer or lease of all or
                      any part of the assets of the Corporation,  would, alone, be
                      deemed a liquidation, dissolution or winding-up for purposes
                      of this Section 5 of this Article 4(A).
  
                 6. Adjustments  to Number  of Shares  Issuable  with  Respect  to
                    Comdisco Group's Retained Interest in Any Group.
  
                      The  Number of Shares  Issuable  with  Respect  to  Comdisco
                      Group's  Retained  Interest in any Group,  as in effect from
                      time to time,  shall,  automatically  without  action by the
                      Board of Directors or any other person, be:
  
                           (a) adjusted in proportion to any changes in the number
                           of  outstanding  shares of the  series of Common  Stock
                           related to such Group caused by subdivisions  (by stock
                           split,  reclassification  or otherwise) or combinations
                           (by reverse stock split, reclassification or otherwise)
                           of  shares  of  such  series  of  Common  Stock  or  by
                           dividends  or other  distributions  of  shares  of such
                           series  of Common  Stock on  shares  of such  series of
                           Common  Stock  (and,  in each such  case,  rounded,  if
                           necessary, to the nearest whole number);
  
                           (b)  decreased  by (i) if the  Corporation  issues  any
                           shares of the  series of Common  Stock  related to such
                           Group  and  the  Board  of  Directors  attributes  that
                           issuance (and the proceeds  thereof) to Comdisco Group,
                           the number of shares of each series of Common  Stock so
                           issued, and (ii) if the Board of Directors  reallocates
                           to Comdisco Group any cash or other assets  theretofore
                           allocated to such Group in connection with a redemption
                           of shares of the series of Common Stock related to such
                           Group  (as  required  pursuant  to  clause  (ii) of the
                           proviso to the  definition of Comdisco  Group below) or
                           in  return  for a  decrease  in the  Number  of  Shares
                           Issuable  with  Respect to  Comdisco  Group's  Retained
                           Interest  in  such  Group,  the  number  (rounded,   if
                           necessary,  to the nearest  whole  number) equal to (x)
                           the  aggregate  Fair Value of such cash or other assets
                           divided  by (y) the  Market  Value of one  share of the
                           series of Common Stock  related to such Group as of the
                           date of such reallocation; and
  
                           (c) increased by (i) if the Corporation repurchases any
                           shares of the  series of Common  Stock  related to such
                           Group  and  the  Board  of  Directors  attributes  that
                           repurchase (and the consideration therefor) to Comdisco
                           Group,  the  number of shares of such  series of Common
                           Stock so repurchased and (ii) if the Board of Directors
                           re-allocates  to such  Group  any cash or other  assets
                           theretofore  allocated to Comdisco  Group in return for
                           an  increase  in the  Number  of Shares  Issuable  with
                           Respect to Comdisco Group's  Retained  Interest in such
                           Group,  the  number  (rounded,  if  necessary,  to  the
                           nearest  whole  number)  equal to (x) the Fair Value of
                           such cash or other  assets  divided  by (y) the  Market
                           Value  of one  share  of the  series  of  Common  Stock
                           related   to  such   Group  as  of  the  date  of  such
                           re-allocation.
  
                      Neither the  Corporation  nor the Board of  Directors  shall
                      take  any  action  that  would,  as a  result  of any of the
                      foregoing adjustments,  reduce the Number of Shares Issuable
                      with Respect to Comdisco  Group's  Retained  Interest in any
                      Group to below zero. Subject to the preceding sentence,  the
                      Board of Directors  may attribute the issuance of any shares
                      of any series of Common Stock (and the  proceeds  here from)
                      or the  repurchase  of any  series of Common  Stock (and the
                      consideration therefor) to Comdisco Group and Delivery or to
                      the Group to which such series of Common Stock  relates,  as
                      the Board of Directors  determines  in its sole  discretion;
                      provided,   however,   that  the  Board  of  Directors  must
                      attribute  to Comdisco  Group the  issuance of any shares of
                      any series of Common Stock that are issued (1) as a dividend
                      or  other  distribution  on,  or as  consideration  for  the
                      repurchase   of,   shares  of  Comdisco   Stock  or  (2)  as
                      consideration   to  acquire   any  assets  or  satisfy   any
                      liabilities attributed to Comdisco Group.
  
                 7. Additional Definitions.
  
                      As used in this  Article 4, the  following  terms shall have
                      the  following  meanings  (with  terms  defined in  singular
                      having  comparable  meaning when used in the plural and vice
                      versa), unless the context otherwise requires:
  
                      "ALL OR SUBSTANTIALLY  ALL OF THE ASSETS" of any Group means
                      a portion of such assets that represents at least 80% of the
                      then current Fair Value of the assets of such Group.
  
                      "AVAILABLE  DIVIDEND  AMOUNT" for Comdisco Group, on any day
                      on which  dividends are paid on shares of Comdisco Stock, is
                      the amount that would,  immediately  prior to the payment of
                      such  dividends,  be legally  available  for the  payment of
                      dividends on shares of Comdisco  Stock under Delaware law if
                      (a) Comdisco  Group and each other Group were each a single,
                      separate  Delaware  corporation,   (b)  Comdisco  Group  had
                      outstanding  (i) a number of shares  of  common  stock,  par
                      value  $0.10  per  share,  equal to the  number of shares of
                      Comdisco Stock that are then  outstanding  and (ii) a number
                      of shares of  preferred  stock,  par value  $0.10 per share,
                      equal to the number of shares of  Preferred  Stock that have
                      been attributed to Comdisco Group and are then  outstanding,
                      (c) the  assumptions  about each Group that is not  Comdisco
                      Group  set  forth in the  next  sentence  were  true and (d)
                      Comdisco  Group  owned a number of shares of each  series of
                      Common Stock (other than Comdisco Stock) equal to the Number
                      of Shares Issuable with Respect to Comdisco Group's Retained
                      Interest  in each Group to which each such  series of Common
                      Stock relates.
  
                      "AVAILABLE   DIVIDEND  AMOUNT"  for  any  Group  other  than
                      Comdisco  Group,  on any day on which  dividends are paid on
                      shares of the series of Common Stock relating to such Group,
                      is the amount that would,  immediately  prior to the payment
                      of such dividends,  be legally  available for the payment of
                      dividends  on shares of such  series of Common  Stock  under
                      Delaware law if such Group were a single,  separate Delaware
                      corporation  having  outstanding  (a) a number  of shares of
                      common stock, par value $0.10 per share, equal to the number
                      of shares  of such  series  of  Common  Stock  that are then
                      outstanding  plus the Number of Shares Issuable with Respect
                      to Comdisco Group's Retained  Interest in such Group and (b)
                      a number of shares of preferred  stock,  par value $0.10 per
                      share, equal to the number of shares of Preferred Stock that
                      have been attributed to such Group and are then outstanding.
  
                      "COMDISCO GROUP" means (a) all of the businesses, assets and
                      liabilities of the Corporation and its  subsidiaries,  other
                      than the businesses, assets and liabilities that are part of
                      any Group  other  than  Comdisco  Group,  (b) the rights and
                      obligations  of Comdisco  Group under any  inter-Group  debt
                      deemed to be owed to or by  Comdisco  Group (as such  rights
                      and  obligations  are defined in  accordance  with  policies
                      established from time to time by the Board of Directors) and
                      (c)  a  proportionate  interest  in  any  Group  other  than
                      Comdisco   Group  (after   giving  effect  to  any  options,
                      Preferred Stock, other securities or debt issued or incurred
                      by the  Corporation  and  attributed to any Group other than
                      Comdisco Group) equal to the Retained  Interest  Percentage;
                      provided, however, that: (i) the Corporation may re-allocate
                      assets  from one Group to another  Group in return for other
                      assets  or  services  rendered  by that  other  Group in the
                      ordinary  course of business or in accordance  with policies
                      established by the Board of Directors from time to time, and
                      (ii) if the  Corporation  transfers  cash,  other  assets or
                      securities  to holders of shares of a series of Common Stock
                      other  than   Comdisco   Stock  as  a   dividend   or  other
                      distribution on shares of such series of Common Stock (other
                      than a dividend  or  distribution  payable in shares of such
                      series of  Common  Stock),  or as  payment  in a  redemption
                      required by Section  (3)(a) of this Article  4(A),  then the
                      Board of  Directors  shall  re-allocate  from such  Group to
                      Comdisco  Group  cash or other  assets  having a Fair  Value
                      equal to the aggregate Fair Value of the cash,  other assets
                      or securities  so  transferred  times the Retained  Interest
                      Amount with  respect to such Group as of the record date for
                      such  dividend  or  distribution,  or on the  date  of  such
                      redemption, as the case may be.
  
                      "COMDISCO VENTURES" means (a) the venture financing business
                      division  of the  Corporation;  and  all of the  businesses,
                      assets  and   liabilities   of  the   Corporation   and  its
                      subsidiaries  that the  Board of  Directors  has,  as of the
                      Effective   Date,   allocated   to  Comdisco   Ventures  for
                      accounting purposes,  (b) any assets or liabilities acquired
                      or incurred by the  Corporation  or any of its  subsidiaries
                      after the Effective Date in the ordinary  course of business
                      and attributable to Comdisco  Ventures,  (c) any businesses,
                      assets  or   liabilities   acquired   or   incurred  by  the
                      Corporation or any of its  subsidiaries  after the Effective
                      Date that the Board of Directors has specifically  allocated
                      to  Comdisco  Ventures  or that  the  Corporation  otherwise
                      allocates to Comdisco  Ventures in accordance  with policies
                      established  from time to time by the Board of Directors and
                      (d) the rights and  obligations  of Comdisco  Ventures under
                      any  inter-Group  debt  deemed to be owed to or by  Comdisco
                      Ventures  (as such  rights and  obligations  are  defined in
                      accordance  with policies  established  from time to time by
                      the Board of Directors); provided, however, that:
  
                           (i) the  Corporation  may  re-allocate  assets from one
                           Group to another  Group in return  for other  assets or
                           services  rendered by that other Group in the  ordinary
                           course  of  business  or in  accordance  with  policies
                           established  by the  Board of  Directors  from  time to
                           time, and (ii) if the Corporation transfers cash, other
                           assets or  securities  to holders of shares of Ventures
                           Stock as a dividend or other  distribution on shares of
                           Ventures  Stock (other than a dividend or  distribution
                           payable in shares of Ventures Stock),  or as payment in
                           a redemption  of shares of Ventures  Stock  required by
                           Section  3(a) of this Article  4(A),  then the Board of
                           Directors shall  re-allocate from Comdisco  Ventures to
                           Comdisco Group cash or other assets having a Fair Value
                           equal to the  aggregate  Fair Value of the cash,  other
                           assets or  securities  so  transferred  multiplied by a
                           fraction, the numerator of which shall equal the Number
                           of Shares  Issuable  with  Respect to Comdisco  Group's
                           Retained  Interest in such Group on the record date for
                           such dividend or  distribution,  or on the date of such
                           redemption,  and the  denominator  of which shall equal
                           the number of shares of such Group  outstanding on such
                           date.
  
                      "DISPOSITION"  means a sale,  transfer,  assignment or other
                      disposition  (whether  by  merger,  consolidation,  sale  or
                      otherwise)  of All or  Substantially  All of the Assets of a
                      Group to one or more persons or entities, in one transaction
                      or a series of related transactions.
  
                      "DISPOSITION  DATE"  is the  date of the  consummation  of a
  Disposition.
  
                      "EFFECTIVE  DATE"  means the date on which this  Amended and
                      Restated  Certificate  of  Incorporation  becomes  effective
                      under Delaware law.
  
                      "EXEMPT DISPOSITION" means any of the following:
  
                           (a)  Disposition  in connection  with the  liquidation,
                           dissolution  or winding-up of the  Corporation  and the
                           distribution   of   assets  to   stockholders,   (b)  a
                           Disposition  to any person or entity  controlled by the
                           Corporation (as determined by the Board of Directors in
                           its sole  discretion),  (c) a Disposition  by any Group
                           for  which  the  Corporation   receives   consideration
                           primarily  consisting of equity securities  (including,
                           without   limitation,   capital   stock  of  any  kind,
                           interests   in  a  general  or   limited   partnership,
                           interests  in  a  limited  liability  company  or  debt
                           securities  convertible  into or  exchangeable  for, or
                           options or warrants to acquire,  any of the  foregoing,
                           in each  case  without  regard to the  voting  power or
                           other  management  or  governance   rights   associated
                           therewith)  of an entity which is primarily  engaged or
                           proposes to engage  primarily in one or more businesses
                           similar or  complementary  to  businesses  conducted by
                           such Group prior to the  Disposition,  as determined by
                           the Board of  Directors in its sole  discretion,  (d) a
                           dividend,  out of any  Group's  assets,  to  holders of
                           series  of Common  Stock  related  to such  Group and a
                           re-allocation of a corresponding amount of such Group's
                           assets to Comdisco Group as required pursuant to clause
                           (ii) of the proviso to the definition of Comdisco Group
                           above, (e) a dividend,  out of Comdisco Group's assets,
                           to  holders  of  Comdisco   Stock  and  (f)  any  other
                           Disposition,  if  (i) at the  time  of the  Disposition
                           there are no shares of Comdisco Stock outstanding, (ii)
                           at the time of the  Disposition  there are no shares of
                           the series of Common  Stock  relating to the Group that
                           consummated  such  Disposition   outstanding  or  (iii)
                           before the 30th Trading Day following  the  Disposition
                           the  Corporation has mailed a notice stating that it is
                           exercising its right to exchange all of the outstanding
                           shares of the series of Common  Stock  relating  to the
                           Group  that  consummated  such  Disposition  for  newly
                           issued shares of Comdisco Stock as  contemplated  under
                           Section 3(b) of this Article 4(A).
  
                      "FAIR  VALUE"  means  (a) in the  case of cash,  the  amount
                      thereof,  (b) in the  case of  capital  stock  that has been
                      Publicly  Traded  for a period  of at least 15  months,  the
                      Market Value  thereof and (c) in the case of other assets or
                      securities,  the fair market  value  thereof as the Board of
                      Directors shall determine in good faith (which determination
                      shall be conclusive and binding on all stockholders).
  
                      "GROUP" initially means Comdisco Group or Comdisco Ventures;
                      provided  that if the  Board  of  Directors  authorizes  the
                      issuance  of shares of a series of Common  Stock  other than
                      Comdisco  Stock or Ventures  Stock,  the Board of  Directors
                      shall designate the assets and liabilities of Comdisco Group
                      to which such series of Common Stock  relates,  which assets
                      and  liabilities  shall  be an  additional  "Group"  for all
                      purposes of this Article 4.
  
                      "MARKET  VALUE" of a share of any class or series of capital
                      stock on any  Trading  Day means the average of the high and
                      low  reported  sales  prices of such class or series on such
                      Trading Day or, in case no such reported sale takes place on
                      such Trading  Day,  the average of the reported  closing bid
                      and asked  prices  regular  way of a share of such  class or
                      series on such  Trading  Day,  in either case as reported on
                      the New York Stock Exchange  ("NYSE")  Composite Tape or, if
                      the  shares  of such  class  or  series  are not  listed  or
                      admitted to trading on the NYSE on such  Trading Day, on the
                      principal national  securities  exchange on which the shares
                      of such class or series are  listed or  admitted  to trading
                      or, if not listed or  admitted  to  trading on any  national
                      securities  exchange  on such  Trading  Day,  on The  Nasdaq
                      National  Market System of the Nasdaq Stock Market  ("NASDAQ
                      NMS") or,  if the  shares  of such  class or series  are not
                      listed or  admitted  to trading on any  national  securities
                      exchange  or quoted on the Nasdaq NMS on such  Trading  Day,
                      the average of the  closing bid and asked  prices of a share
                      of such  class or series in the  over-the-counter  market on
                      such  Trading  Day as  furnished  by any  NYSE  member  firm
                      selected  from time to time by the  Corporation  or, if such
                      closing bid and asked  prices are not made  available by any
                      such NYSE member firm on such  Trading  Day, the fair market
                      value of a share of such  class or  series  as the  Board of
                      Directors shall determine in good faith (which determination
                      shall  be  conclusive  and  binding  on  all  stockholders);
                      provided,  that,  for  purposes of  determining  the average
                      Market  Value of a share of any class or  series of  capital
                      stock for any period,  (a) the "Market  Value" of a share of
                      any class or series of capital stock on any day prior to any
                      "ex-dividend" date or any similar date occurring during such
                      period for any  dividend  or  distribution  (other  than any
                      dividend or  distribution  contemplated by clause (b)(ii) of
                      this  sentence)  paid or to be  paid  with  respect  to such
                      capital  stock shall be reduced by the Fair Value of the per
                      share amount of such  dividend or  distribution  and (b) the
                      "Market  Value" of a share of any class or series of capital
                      stock  on any day  prior  to (i) the  effective  date of any
                      subdivision (by stock split or otherwise) or combination (by
                      reverse stock split or otherwise) of  outstanding  shares of
                      such class or series of capital stock occurring  during such
                      period or (ii) any  "ex-dividend"  date or any similar  date
                      occurring   during   such   period  for  any   dividend   or
                      distribution  with respect to such capital  stock to be made
                      in shares of such class or series of capital  stock shall be
                      appropriately  adjusted,  as  determined  by  the  Board  of
                      Directors,   to  reflect  such   subdivision,   combination,
                      dividend or distribution;  and provided further,  if (a) the
                      Corporation  repurchases  outstanding  shares of any  series
                      Common  Stock  other  than  Comdisco  Stock and the Board of
                      Directors  attributes that repurchase (and the consideration
                      therefor)  to the Group to which such series of Common Stock
                      relates  and  (b)  the  Board  of  Directors  determines  to
                      re-allocate   to  Comdisco   Group  cash  or  other   assets
                      theretofore  allocated  to the Group to which such series of
                      Common  Stock  relates  in order  to  avoid a change  in the
                      Retained Interest Percentage,  the "Market Value" of a share
                      any series  Common Stock other than  Comdisco  Stock used to
                      compute the corresponding  reduction in the Number of Shares
                      Issuable with Respect to Comdisco Group's Retained  Interest
                      in the Group to which such  series of Common  Stock  relates
                      will  equal  the Fair  Value of the  consideration  paid per
                      share of Common Stock so repurchased;  and provided further,
                      if the  Corporation  redeems  a portion  of the  outstanding
                      shares of any of series of Common Stock other than  Comdisco
                      Stock (and the Board of Directors  re-allocates  to Comdisco
                      Group  cash or other  assets  theretofore  allocated  to the
                      Group to which such  series of Common  Stock  relates in the
                      manner  required  by  clause  (ii)  of  the  proviso  to the
                      definition of Comdisco Group above), the "Market Value" of a
                      share of such  series of Common  Stock used to  compute  the
                      corresponding  reduction  in the  Number of Shares  Issuable
                      with Respect to Comdisco  Group's  Retained  Interest in the
                      Group to which  such  series of Common  Stock  relates  will
                      equal the Fair Value of the consideration  paid per share of
                      such series of Common Stock so redeemed.
  
                      "NET  PROCEEDS" of a  Disposition  of any of the assets of a
                      Group means the positive amount, if any,  remaining from the
                      gross proceeds of such Disposition  after any payment of, or
                      reasonable  provision  (as  determined  in good faith by the
                      Board of Directors,  which  determination will be conclusive
                      and binding on all stockholders)  for, (a) any taxes payable
                      by the Corporation or any subsidiary or affiliate thereof in
                      respect of such Disposition or which would have been payable
                      but for the utilization of tax benefits  attributable to the
                      Group  not the  subject  of the  Disposition,  (b) any taxes
                      payable  by the  Corporation  in  respect  of any  resulting
                      dividend  or   redemption,   (c)  any   transaction   costs,
                      including, without limitation, any legal, investment banking
                      and  accounting  fees and expenses  and (d) any  liabilities
                      (contingent or otherwise)  of,  attributed to or related to,
                      such Group, including,  without limitation,  any liabilities
                      for deferred taxes or any indemnity or guarantee obligations
                      which are  outstanding  or incurred in  connection  with the
                      Disposition  or  otherwise,   any   liabilities  for  future
                      purchase price  adjustments and any obligations with respect
                      to   outstanding   securities   (other  than  Common  Stock)
                      attributed  to such Group as determined in good faith by the
                      Board of Directors.
  
                      "NUMBER OF SHARES ISSUABLE WITH RESPECT TO COMDISCO  GROUP'S
                      RETAINED   INTEREST"  means,  with  respect  to  any  Group,
                      initially the number the Board of Directors designates prior
                      to the time  the  Corporation  first  issues  shares  of the
                      series  of  Common  Stock  applicable  to such  Group as the
                      number of shares of such  series of Common  Stock that could
                      be issued by the  Corporation  for the  account of  Comdisco
                      Group in respect of its retained  interest in such Group, as
                      authorized  by  Section 1 of this  Article  4(A);  provided,
                      however,  that such  number  as in effect  from time to time
                      shall  automatically be adjusted as required by Section 6 of
                      this Article 4(A).
  
                      "OUTSTANDING  INTEREST  FRACTION"  means (i) with respect to
                      Comdisco Group, at any time of determination,  and (ii) with
                      respect to any other Group, at any time of determination,  a
                      fraction  the  numerator  of which  shall be the  number  of
                      shares  of the  series of Common  Stock  applicable  to such
                      Group  outstanding on such date and the denominator of which
                      shall be the sum of the  number of  shares of the  series of
                      Common Stock  applicable to such Group  outstanding  on such
                      date and the  Number  of Shares  Issuable  with  Respect  to
                      Comdisco Group's Retained Interest in such Group.
  
                      "PUBLICLY  TRADED" with  respect to any  security  means (a)
                      registered  under Section 12 of the Securities  Exchange Act
                      of 1934, as amended (or any successor provision of law), and
                      (b)  listed for  trading on the NYSE (or any other  national
                      securities  exchange  registered  under  Section  7  of  the
                      Securities   Exchange  Act  of  1934,  as  amended  (or  any
                      successor provision of law)) or listed on the Nasdaq NMS (or
                      any successor market system).
  
                      "RETAINED  INTEREST" means with respect to any Group,  other
                      than  Comdisco  Group,  at  any  time  of  determination,  a
                      fraction  the  numerator  of which  shall be the  Number  of
                      Shares  Issuable with Respect to Comdisco  Group's  Retained
                      Interest in such Group and the denominator of which shall be
                      the number of shares of the series of common stock  relating
                      to such Group outstanding on such date.
  
                      "RETAINED  INTEREST  PERCENTAGE"  means (i) with  respect to
                      Comdisco  Group, at any time of  determination,  one (1) and
                      (ii) with respect to any Group that is not  Comdisco  Group,
                      at any time of  determination,  a fraction the  numerator of
                      which shall be the Number of Shares Issuable with Respect to
                      Comdisco  Group's  Retained  Interest  in such Group and the
                      denominator  of  which  shall  be the sum of the  number  of
                      shares  of the  series of common  stock  applicable  to such
                      Group  outstanding  on such  date and the  Number  of Shares
                      Issuable with Respect to Comdisco Group's Retained  Interest
                      in such Group.
  
                      "TRADING  DAY"  means  each  weekday  on which the  relevant
                      security  (or, if there are two  relevant  securities,  each
                      relevant  security)  is  traded  on the  principal  national
                      securities  exchange  on which it is listed or  admitted  to
                      trading  or on the Nasdaq  NMS or, if such  security  is not
                      listed or  admitted  to  trading  on a  national  securities
                      exchange  or  quoted  on  the  Nasdaq  NMS,  traded  in  the
                      principal over-the-counter market in which it trades.
  
                 8. Effectiveness of Sections 2 through 7 of This Article 4(A).
  
                      The  terms of  Sections  2  through  7,  inclusive,  of this
                      Article 4 (A) shall  apply  only  when  there are  shares of
                      multiple series of Common Stock outstanding.
  
                 9. Determinations by the Board of Directors.
  
                      Subject to applicable  law, any  determinations  made by the
                      Board of  Directors  in good faith  under this  Amended  and
                      Restated Certificate of Incorporation,  as it may be amended
                      from time to time,  including  without  limitation  any such
                      determinations  with respect to the  businesses,  assets and
                      liabilities of either Group, transactions between the Groups
                      or the rights of  holders  of any series of Common  Stock or
                      Preferred  Stock  made  pursuant  to or in  the  furtherance
                      hereof,  shall be final and binding on all  stockholders  of
                      the Corporation.  A record of all formal  determinations  of
                      the Board of Directors made as contemplated  hereby shall be
                      filed  with  the  records  of the  actions  of the  Board of
                      Directors.
  
            B. Preferred Stock.
  
                 1. Designation. The Preferred Stock shall be designated and known
                    as "Preferred  Stock." The number of shares  constituting such
                    Preferred Stock shall be 100,000,000.
  
                 2. Rights and  Preferences.  Preferred  Stock may be issued  from
                    time to time in one or more  series,  each of such  series  to
                    have  such  terms as  stated or  expressed  herein  and in the
                    resolution  or  resolutions  providing  for the  issue of such
                    series adopted by the Board of Directors of the Corporation as
                    hereinafter provided. Any shares of Preferred Stock, which may
                    be redeemed,  purchased or acquired by the Corporation, may be
                    reissued except as otherwise provided by law. Different series
                    of  Preferred  Stock  shall  not be  construed  to  constitute
                    different  classes  of shares  for the  purposes  of voting by
                    classes unless expressly provided.
  
                   Authority is hereby expressly granted to the Board of Directors
                    from time to time to issue the Preferred  Stock in one or more
                    series,  and in  connection  with  the  creation  of any  such
                    series,  by resolution or resolutions  providing for the issue
                    of the  shares  thereof,  to  determine  and fix  such  voting
                    powers,  full  or  limited,  or no  voting  powers,  and  such
                    designations, preferences and relative participating, optional
                    or other special rights,  and  qualifications,  limitations or
                    restrictions  thereof,  including without limitation  thereof,
                    dividend rights,  conversion rights, redemption privileges and
                    liquidation  preferences,  as shall be stated and expressed in
                    such  resolutions,  all to the full  extent  now or  hereafter
                    permitted by the General Corporation Law of Delaware.  Without
                    limiting the  generality  of the  foregoing,  the  resolutions
                    providing  for issuance of any series of  Preferred  Stock may
                    provide  that such series shall be superior or rank equally or
                    be junior to the  Preferred  Stock of any other  series to the
                    extent permitted by law. Except as otherwise  provided in this
                    Amended and Restated Certificate of Incorporation,  no vote of
                    the holders of the Preferred  Stock or Common Stock shall be a
                    prerequisite  to the  designation or issuance of any shares of
                    any series of the Preferred Stock  authorized by and complying
                    with the  conditions of this Amended and Restated  Certificate
                    of Incorporation,  the right to have such vote being expressly
                    waived by all present and future  holders of the capital stock
                    of the Corporation.
  
            C. Designation of Series C Junior Participating Preferred Stock
  
                 1. Designation and Amount.  Two Hundred Thousand (200,000) of the
                 authorized and unissued  shares of Preferred Stock are designated
                 as "Series C Junior  Participating  Preferred Stock." Such number
                 of shares may be  increased or  decreased  by  resolution  of the
                 Board of Directors;  provided,  that no decrease shall reduce the
                 number of shares of  Series C  Preferred  Stock to a number  less
                 than the  number of shares  then  outstanding  plus the number of
                 shares  reserved  for issuance  upon the exercise of  outstanding
                 options,  rights  or  warrants  or  upon  the  conversion  of any
                 outstanding securities issued by the Corporation convertible into
                 Series C Junior Participating Preferred Stock.
  
                 2. Dividends and Distributions.
  
                      (a) The  holders of shares of Series C Junior  Participating
                      Preferred  Stock shall be entitled to receive,  when, as and
                      if declared by the Board of Directors  out of funds  legally
                      available for the purpose,  quarterly  dividends  payable in
                      cash on the last day of March, June,  September and December
                      in each year (each such date being  referred  to herein as a
                      "Quarterly Dividend Payment Date"),  commencing on the first
                      Quarterly  Dividend Payment Date after the first issuance of
                      a  share  or   fraction  of  a  share  of  Series  C  Junior
                      Participating  Preferred  Stock,  in  an  amount  per  share
                      (rounded  to the  nearest  cent) equal to the greater of (x)
                      $1.00  or  (y)  subject  to  the  provision  for  adjustment
                      hereinafter  set forth,  1,000 times the aggregate per share
                      amount of all cash dividends,  and 1,000 times the aggregate
                      per share amount (payable in kind) of all non-cash dividends
                      or other  distributions  other  than a  dividend  payable in
                      shares of Comdisco Stock or a subdivision of the outstanding
                      shares of Comdisco Stock (by reclassification or otherwise),
                      declared on the Comdisco Stock of the Corporation  since the
                      immediately  preceding  Quarterly Dividend Payment Date, or,
                      with respect to the first Quarterly  Dividend  Payment Date,
                      since the first issuance of any share or fraction of a share
                      of Series C Junior  Participating  Preferred  Stock.  In the
                      event the Corporation  shall at any time after the date that
                      these Restated and Amended Articles of Incorporation  become
                      effective  (the "Rights  Declaration  Date") (i) declare any
                      dividend  on  Comdisco  Stock  payable in shares of Comdisco
                      Stock,  (ii) subdivide the  outstanding  Comdisco  Stock, or
                      (iii) combine the outstanding  Comdisco Stock into a smaller
                      number of shares, then in each such case the amount to which
                      holders of shares of Series C Junior Participating Preferred
                      Stock were  entitled  immediately  prior to such event under
                      clause (y) of the  preceding  sentence  shall be adjusted by
                      multiplying such amount by a fraction the numerator of which
                      is the  number  of  shares  of  Comdisco  Stock  outstanding
                      immediately after such event and the denominator of which is
                      the number of shares of Comdisco Stock that were outstanding
                      immediately prior to such event.
  
                      (b) The Corporation shall declare a dividend or distribution
                      on the  Series C  Junior  Participating  Preferred  Stock as
                      provided  in  Paragraph  (a)  above   immediately  after  it
                      declares a dividend or  distribution  on the Comdisco  Stock
                      (other than a dividend payable in shares of Comdisco Stock);
                      provided  that,  in the event no  dividend  or  distribution
                      shall have been  declared on the  Comdisco  Stock during the
                      period between any Quarterly  Dividend  Payment Date and the
                      next subsequent  Quarterly Dividend Payment Date, a dividend
                      of  $0.01  per  share on the  Series C Junior  Participating
                      Preferred  Stock  shall  nevertheless  be  payable  on  such
                      subsequent Quarterly Dividend Payment Date.
  
                      (c)  Dividends  shall begin to accrue and be  cumulative  on
                      outstanding   shares  of   Series  C  Junior   Participating
                      Preferred  Stock from the  Quarterly  Dividend  Payment Date
                      next  preceding the date of issue of such shares of Series C
                      Junior  Participating  Preferred  Stock,  unless the date of
                      issue of such  shares  is prior to the  record  date for the
                      first  Quarterly   Dividend  Payment  Date,  in  which  case
                      dividends on such shares shall begin to accrue from the date
                      of issue of such  shares,  or unless  the date of issue is a
                      Quarterly  Dividend  Payment  Date  or is a date  after  the
                      record  date for the  determination  of holders of shares of
                      Series C Junior  Participating  Preferred  Stock entitled to
                      receive a  quarterly  dividend  and  before  such  Quarterly
                      Dividend  Payment  Date,  in  either  of which  events  such
                      dividends  shall begin to accrue and be cumulative from such
                      Quarterly   Dividend   Payment  Date.   Accrued  but  unpaid
                      dividends  shall not bear  interest.  Dividends  paid on the
                      shares of Series C Junior  Participating  Preferred Stock in
                      an amount less than the total  amount of such  dividends  at
                      the  time  accrued  and  payable  on such  shares  shall  be
                      allocated pro rata on a share-by-share  basis among all such
                      shares at the time outstanding.
  
                 The  Board  of   Directors   may  fix  a  record   date  for  the
                 determination   of   holders   of   shares  of  Series  C  Junior
                 Participating  Preferred  Stock entitled to receive  payment of a
                 dividend or  distribution  declared  thereon,  which  record date
                 shall be no more  than 30 days  prior to the date  fixed  for the
                 payment thereof.
  
                 3. Voting  Rights.  The  holders  of  shares  of  Series C Junior
                    Participating  Preferred Stock shall have the following voting
                    rights:
  
                      (a) Subject to the provision for adjustment  hereinafter set
                      forth, each share of Series C Junior Participating Preferred
                      Stock shall entitle the holder thereof to 1,000 votes on all
                      matters  submitted  to a  vote  of the  stockholders  of the
                      Corporation.  In the event the Corporation shall at any time
                      after the Rights  Declaration  Date (i) declare any dividend
                      on Comdisco Stock payable in shares of Comdisco Stock,  (ii)
                      subdivide the  outstanding  Comdisco Stock, or (iii) combine
                      the  outstanding  Comdisco  Stock  into a smaller  number of
                      shares, then in each such case the number of votes per share
                      to which holders of shares of Series C Junior  Participating
                      Preferred  Stock  were  entitled  immediately  prior to such
                      event  shall be  adjusted  by  multiplying  such number by a
                      fraction  the  numerator of which is the number of shares of
                      Comdisco Stock outstanding  immediately after such event and
                      the denominator of which is the number of shares of Comdisco
                      Stock that were outstanding immediately prior to such event.
  
                      (b)  Except as  otherwise  provided  herein  or by law,  the
                      holders of shares of Series C Junior Participating Preferred
                      Stock and the holders of shares of Comdisco Stock shall vote
                      together as one class on all matters  submitted to a vote of
                      stockholders of the Corporation.
  
                      (c) (i) If at any  time  dividends  on any  Series  C Junior
                      Participating  Preferred  Stock  shall be in  arrears  in an
                      amount equal to six (6)  quarterly  dividends  thereon,  the
                      occurrence of such contingency shall mark the beginning of a
                      period (herein called a "default period") which shall extend
                      until such time when all  accrued and unpaid  dividends  for
                      all previous  quarterly dividend periods and for the current
                      quarterly  dividend  period on all shares of Series C Junior
                      Participating  Preferred Stock then  outstanding  shall have
                      been declared and paid or set apart for payment. During each
                      default period,  all holders of Preferred  Stock  (including
                      holders  of the  Series  C  Junior  Participating  Preferred
                      Stock) with  dividends  in arrears in an amount equal to six
                      (6)  quarterly   dividends  thereon,   voting  as  a  class,
                      irrespective  of  series,  shall have the right to elect two
                      (2) directors.
  
                      (ii) During any  default  period,  such voting  right of the
                      holders of Series C Junior Participating Preferred Stock may
                      be exercised  initially at a special meeting called pursuant
                      to  subparagraph  (iii) of this Section 3(c) of this Article
                      4(C)  or  at  any  annual  meeting  of   stockholders,   and
                      thereafter at annual meetings of stockholders, provided that
                      such voting right shall not be exercised  unless the holders
                      of ten percent (10%) in number of shares of Preferred  Stock
                      outstanding  shall be  present  in person  or by proxy.  The
                      absence of a quorum of the holders of Common Stock shall not
                      affect the  exercise  by the holders of  Preferred  Stock of
                      such  voting  right.  At any meeting at which the holders of
                      Preferred  Stock shall exercise such voting right  initially
                      during an  existing  default  period,  they  shall  have the
                      right,  voting as a class,  to elect  directors to fill such
                      vacancies,  if any,  in the Board of  Directors  as may then
                      exist up to two (2) directors or, if such right is exercised
                      at an annual  meeting,  to elect two (2)  directors.  If the
                      number  which may be so elected at any special  meeting does
                      not  amount  to the  required  number,  the  holders  of the
                      Preferred  Stock shall have the right to make such  increase
                      in the number of  directors  as shall be necessary to permit
                      the  election  by them of the  required  number.  After  the
                      holders of the Preferred  Stock shall have  exercised  their
                      right to elect  directors  in any default  period and during
                      the  continuance  of such  period,  the number of  directors
                      shall not be increased  or  decreased  except by vote of the
                      holders of Preferred Stock as herein provided or pursuant to
                      the rights of any  equity  securities  ranking  senior to or
                      pari passu with the Series C Junior Participating  Preferred
                      Stock.
  
                      (iii) Unless the holders of Preferred Stock shall, during an
                      existing  default period,  have  previously  exercised their
                      right to elect directors,  the Board of Directors may order,
                      or any stockholder or  stockholders  owning in the aggregate
                      not less  than ten  percent  (10%) of the  total  number  of
                      shares  of  Preferred  Stock  outstanding,  irrespective  of
                      series,  may request,  the calling of special meeting of the
                      holders of Preferred Stock, which meeting shall thereupon be
                      called by the President,  a Vice-President  or the Secretary
                      of the Corporation. Notice of such meeting and of any annual
                      meeting at which holders of Preferred  Stock are entitled to
                      vote pursuant to this  subparagraph  (iii) shall be given to
                      each holder of record of  Preferred  Stock by mailing a copy
                      of such  notice to him or her at his or her last  address as
                      the  same  appears  on the  books of the  Corporation.  Such
                      meeting  shall be called for a time not earlier than 20 days
                      and not later than 60 days after such order or request or in
                      default of the calling of such meeting  within 60 days after
                      such order or request, such meeting may be called on similar
                      notice  by any  stockholder  or  stockholders  owning in the
                      aggregate  not less  than  ten  percent  (10%) of the  total
                      number   of   shares   of   Preferred   Stock   outstanding.
                      Notwithstanding  the provisions of this subparagraph  (iii),
                      no such special  meeting  shall be called  during the period
                      within 60 days immediately  preceding the date fixed for the
                      next annual meeting of the stockholders.
  
                      (iv) In any default period, the holders of Common Stock, and
                      other  classes of stock of the  Corporation  if  applicable,
                      shall  continue to be entitled to elect the whole  number of
                      directors  until the holders of  Preferred  Stock shall have
                      exercised their right to elect two (2) directors voting as a
                      class,  after the exercise of which right (x) the  directors
                      so elected by the holders of Preferred  Stock shall continue
                      in office until their  successors shall have been elected by
                      such holders or until the expiration of the default  period,
                      and (y) any vacancy in the Board of Directors may (except as
                      provided  in  Paragraph  (ii) of this  Section  3(c) of this
                      Article  4(C))  be  filled  by  vote  of a  majority  of the
                      remaining  directors  theretofore  elected by the holders of
                      the class of stock which  elected the director  whose office
                      shall have become  vacant.  References in this Paragraph (c)
                      to directors elected by the holders of a particular class of
                      stock shall include  directors  elected by such directors to
                      fill  vacancies  as provided in clause (y) of the  foregoing
                      sentence.
  
                      (v) Immediately upon the expiration of a default period, (x)
                      the right of the  holders of  Preferred  Stock as a class to
                      elect directors  shall cease,  (y) the term of any directors
                      elected by the holders of  Preferred  Stock as a class shall
                      terminate,  and (z) the  number of  directors  shall be such
                      number as may be provided  for in the  Amended and  Restated
                      Certificate of Incorporation or by-laws  irrespective of any
                      increase  made  pursuant  to  the  provisions  of  Paragraph
                      (c)(ii)  of this  Section  3  (such  number  being  subject,
                      however,  to change thereafter in any manner provided by law
                      or in the Amended and Restated  Certificate of Incorporation
                      or  by-laws).  Any  vacancies  in  the  Board  of  Directors
                      effected  by the  provisions  of clauses  (y) and (z) in the
                      preceding  sentence  may  be  filled  by a  majority  of the
                      remaining directors.
  
                      (d) Except as set forth  herein,  holders of Series C Junior
                      Participating  Preferred  Stock shall have no special voting
                      rights and their  consent  shall not be required  (except to
                      the extent they are  entitled to vote with holders of Common
                      Stock as set forth herein) for taking any corporate action.
  
                 4. Certain Restrictions.
  
                      (a)  Whenever  quarterly  dividends  or other  dividends  or
                      distributions  payable on the Series C Junior  Participating
                      Preferred  Stock as  provided  in Section 2 of this  Article
                      4(C) are in  arrears,  thereafter  and until all accrued and
                      unpaid dividends and distributions, whether or not declared,
                      on shares of Series C Junior  Participating  Preferred Stock
                      outstanding  shall have been paid in full,  the  Corporation
                      shall not:
  
                           (i)  declare  or  pay  dividends  on,  make  any  other
                           distributions  on, or redeem or purchase  or  otherwise
                           acquire for  consideration  any shares of stock ranking
                           junior  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) to the  Series  C  Junior
                           Participating Preferred Stock;
  
                           (ii)  declare  or pay  dividends  on or make any  other
                           distributions  on any  shares  of  stock  ranking  on a
                           parity  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) with the  Series C Junior
                           Participating  Preferred  Stock,  except dividends paid
                           ratably on the Series C Junior Participating  Preferred
                           Stock and all such parity stock on which  dividends are
                           payable  or in  arrears  in  proportion  to  the  total
                           amounts  to which the  holders  of all such  shares are
                           then entitled;
  
                           (iii)  redeem or  purchase  or  otherwise  acquire  for
                           consideration  shares of any stock  ranking on a parity
                           (either   as  to   dividends   or   upon   liquidation,
                           dissolution  or  winding  up) with the  Series C Junior
                           Participating   Preferred  Stock,   provided  that  the
                           Corporation  may  at  any  time  redeem,   purchase  or
                           otherwise  acquire  shares of any such parity  stock in
                           exchange  for  shares of any  stock of the  Corporation
                           ranking   junior   (either  as  to  dividends  or  upon
                           dissolution, liquidation or winding up) to the Series C
                           Junior Participating Preferred Stock; or
  
                           (iv)  purchase or otherwise  acquire for  consideration
                           any shares of Series C Junior  Participating  Preferred
                           Stock,  or any shares of stock ranking on a parity with
                           the  Series C  Junior  Participating  Preferred  Stock,
                           except in  accordance  with a  purchase  offer  made in
                           writing or by  publication  (as determined by the Board
                           of  Directors)  to all holders of such shares upon such
                           terms as the Board of Directors, after consideration of
                           the respective annual dividend rates and other relative
                           rights and  preferences  of the  respective  series and
                           classes,  shall  determine in good faith will result in
                           fair  and  equitable  treatment  among  the  respective
                           series or classes.
  
                      (b) The  Corporation  shall not permit any subsidiary of the
                      Corporation   to   purchase   or   otherwise   acquire   for
                      consideration any shares of stock of the Corporation  unless
                      the Corporation could, under Paragraph (a) of this Section 4
                      of this Article  4(C),  purchase or  otherwise  acquire such
                      shares at such time and in such manner.
  
                 5. Reacquired Shares. Any shares of Series C Junior Participating
                 Preferred   Stock   purchased  or   otherwise   acquired  by  the
                 Corporation  in  any  manner  whatsoever  shall  be  retired  and
                 cancelled promptly after the acquisition thereof. All such shares
                 shall upon their  cancellation  become  authorized  but  unissued
                 shares of  Preferred  Stock and may be  reissued as part of a new
                 series  of  Preferred  Stock  to  be  created  by  resolution  or
                 resolutions of the Board of Directors,  subject to the conditions
                 and restrictions on issuance set forth herein.
  
                 6. Liquidation, Dissolution or Winding Up.
  
                      (a)  Upon  any   liquidation   (voluntary   or   otherwise),
                      dissolution   or   winding   up  of  the   Corporation,   no
                      distribution shall be made to the holders of shares of stock
                      ranking junior (either as to dividends or upon  liquidation,
                      dissolution   or   winding   up)  to  the  Series  C  Junior
                      Participating  Preferred  Stock unless,  prior thereto,  the
                      holders of shares of Series C Junior Participating Preferred
                      Stock shall have received an amount equal to 1,000 times the
                      Purchase  Price,  plus an amount equal to accrued and unpaid
                      dividends  and   distributions   thereon,   whether  or  not
                      declared,  to the  date  of  such  payment  (the  "Series  C
                      Liquidation Preference").  Following the payment of the full
                      amount of the Series C Liquidation Preference, no additional
                      distributions  shall be made to the  holders  of  shares  of
                      Series C Junior Participating  Preferred Stock unless, prior
                      thereto,  the holders of shares of Comdisco Stock shall have
                      received  an amount  per share (the  "Comdisco  Adjustment")
                      equal to the quotient  obtained by dividing (i) the Series C
                      Liquidation  Preference  by  (ii)  1,000  (as  appropriately
                      adjusted as set forth in  subparagraph  (C) below to reflect
                      such   events  as  stock   splits,   stock   dividends   and
                      recapitalizations  with respect to the Comdisco Stock) (such
                      number in clause (ii),  the "Comdisco  Adjustment  Number").
                      Following  the  payment  of the full  amount of the Series C
                      Liquidation   Preference  and  the  Comdisco  Adjustment  in
                      respect  of  all  outstanding  shares  of  Series  C  Junior
                      Participating    Preferred   Stock   and   Comdisco   Stock,
                      respectively,  holders  of  Series  C  Junior  Participating
                      Preferred  Stock and  holders  of shares of  Comdisco  Stock
                      shall receive their ratable and  proportionate  share of the
                      remaining  assets  to be  distributed  in the  ratio  of the
                      Comdisco  Adjustment  Number  to  1  with  respect  to  such
                      Preferred  Stock and Comdisco  Stock,  on a per share basis,
                      respectively.
  
                      (b) In the event,  however,  that  there are not  sufficient
                      assets  available to permit  payment in full of the Series C
                      Liquidation  Preference and the  liquidation  preferences of
                      all other series of preferred stock, if any, which rank on a
                      parity  with the  Series C  Junior  Participating  Preferred
                      Stock,  then  such  remaining  assets  shall be  distributed
                      ratably to the holders of such parity  shares in  proportion
                      to their respective liquidation  preferences.  In the event,
                      however,  that there are not sufficient  assets available to
                      permit payment in full of the Comdisco Adjustment, then such
                      remaining assets shall be distributed ratably to the holders
                      of Comdisco Stock.
  
                      (c) In the event the Corporation shall at any time after the
                      Rights Declaration Date (i) declare any dividend on Comdisco
                      Stock payable in shares of Comdisco  Stock,  (ii)  subdivide
                      the  outstanding   Comdisco  Stock,  or  (iii)  combine  the
                      outstanding  Comdisco Stock into a smaller number of shares,
                      then in each such  case the  Comdisco  Adjustment  Number in
                      effect  immediately prior to such event shall be adjusted by
                      multiplying  such Comdisco  Adjustment  Number by a fraction
                      the  numerator  of which is the number of shares of Comdisco
                      Stock  outstanding  immediately  after  such  event  and the
                      denominator  of which is the  number of  shares of  Comdisco
                      Stock that were outstanding immediately prior to such event.
  
                 7. Consolidation,  Merger, etc.  Notwithstanding  anything to the
                 contrary  contained  herein,  in case the Corporation shall enter
                 into any consolidation,  merger, combination or other transaction
                 in which  the  shares of  Comdisco  Stock  are  exchanged  for or
                 changed  into other  stock or  securities,  cash and/or any other
                 property,  then in any such  case the  shares  of Series C Junior
                 Participating Preferred Stock shall at the same time be similarly
                 exchanged  or  changed  in an amount  per share  (subject  to the
                 provision for  adjustment  hereinafter  set forth) equal to 1,000
                 times the aggregate amount of stock, securities,  cash and/or any
                 other property  (payable in kind), as the case may be, into which
                 or  for  which  each  share  of  Comdisco  Stock  is  changed  or
                 exchanged.  In the event the Corporation  shall at any time after
                 the Rights  Declaration Date (i) declare any dividend on Comdisco
                 Stock  payable in shares of Comdisco  Stock,  (ii)  subdivide the
                 outstanding  Comdisco  Stock,  or (iii)  combine the  outstanding
                 Comdisco Stock into a smaller number of shares, then in each such
                 case the amount set forth in the preceding  sentence with respect
                 to  the   exchange  or  change  of  shares  of  Series  C  Junior
                 Participating  Preferred  Stock shall be adjusted by  multiplying
                 such amount by a fraction the numerator of which is the number of
                 shares of Comdisco Stock outstanding immediately after such event
                 and the  denominator of which is the number of shares of Comdisco
                 Stock that were outstanding immediately prior to such event.
  
                 8. No  Redemption.  The  shares of Series C Junior  Participating
                 Preferred Stock shall not be redeemable.
  
                 9.   Amendment.   The  Amended  and   Restated   Certificate   of
                 Incorporation of the Corporation  shall not be further amended in
                 any manner  which  would  materially  alter or change the powers,
                 preferences   or   special   rights   of  the   Series  C  Junior
                 Participating  Preferred  Stock so as to  affect  them  adversely
                 without the affirmative vote of the holders of a majority or more
                 of the  outstanding  shares  of  Series  C  Junior  Participating
                 Preferred Stock, voting separately as a class.
  
                 10. Fractional Shares.  Series C Junior  Participating  Preferred
                 Stock may be issued in fractions  of a share which shall  entitle
                 the holder, in proportion to such holders  fractional  shares, to
                 exercise  voting  rights,   receive  dividends,   participate  in
                 distributions  and to have the  benefit  of all  other  rights of
                 holders of Series C Junior Participating Preferred Stock.
  
            D. Designation of Series D Junior Participating Preferred Stock
  
                 1. Designation and Amount.  Two Hundred Thousand (200,000) of the
                 authorized and unissued  shares of Preferred Stock are designated
                 as "Series D Junior  Participating  Preferred Stock." Such number
                 of shares may be  increased or  decreased  by  resolution  of the
                 Board of Directors;  provided,  that no decrease shall reduce the
                 number of shares of  Series D  Preferred  Stock to a number  less
                 than the  number of shares  then  outstanding  plus the number of
                 shares  reserved  for issuance  upon the exercise of  outstanding
                 options,  rights  or  warrants  or  upon  the  conversion  of any
                 outstanding securities issued by the Corporation convertible into
                 Series D Junior Participating Preferred Stock.
  
                 2. Dividends and Distributions.
  
                      (a) The  holders of shares of Series D Junior  Participating
                      Preferred  Stock shall be entitled to receive,  when, as and
                      if declared by the Board of Directors  out of funds  legally
                      available for the purpose,  quarterly  dividends  payable in
                      cash on the last day of March, June,  September and December
                      in each year (each such date being  referred  to herein as a
                      "Quarterly Dividend Payment Date"),  commencing on the first
                      Quarterly  Dividend Payment Date after the first issuance of
                      a  share  or   fraction  of  a  share  of  Series  D  Junior
                      Participating  Preferred  Stock,  in  an  amount  per  share
                      (rounded  to the  nearest  cent) equal to the greater of (x)
                      $1.00  or  (y)  subject  to  the  provision  for  adjustment
                      hereinafter  set forth,  1,000 times the aggregate per share
                      amount of all cash dividends,  and 1,000 times the aggregate
                      per share amount (payable in kind) of all non-cash dividends
                      or other  distributions  other  than a  dividend  payable in
                      shares of Ventures Stock or a subdivision of the outstanding
                      shares of Ventures Stock (by reclassification or otherwise),
                      declared on the Ventures Stock of the Corporation  since the
                      immediately  preceding  Quarterly Dividend Payment Date, or,
                      with respect to the first Quarterly  Dividend  Payment Date,
                      since the first issuance of any share or fraction of a share
                      of Series D Junior  Participating  Preferred  Stock.  In the
                      event the Corporation  shall at any time after the date that
                      these Restated and Amended Articles of Incorporation  become
                      effective  (the "Rights  Declaration  Date") (i) declare any
                      dividend  on  Ventures  Stock  payable in shares of Ventures
                      Stock,  (ii) subdivide the  outstanding  Ventures  Stock, or
                      (iii) combine the outstanding  Ventures Stock into a smaller
                      number of shares, then in each such case the amount to which
                      holders of shares of Series D Junior Participating Preferred
                      Stock were  entitled  immediately  prior to such event under
                      clause (b) of the  preceding  sentence  shall be adjusted by
                      multiplying such amount by a fraction the numerator of which
                      is the  number  of  shares  of  Ventures  Stock  outstanding
                      immediately after such event and the denominator of which is
                      the number of shares of Ventures Stock that were outstanding
                      immediately prior to such event.
  
                      (b) The Corporation shall declare a dividend or distribution
                      on the  Series D  Junior  Participating  Preferred  Stock as
                      provided  in  Paragraph  (y)  above   immediately  after  it
                      declares a dividend or  distribution  on the Ventures  Stock
                      (other than a dividend payable in shares of Ventures Stock);
                      provided  that,  in the event no  dividend  or  distribution
                      shall have been  declared on the  Ventures  Stock during the
                      period between any Quarterly  Dividend  Payment Date and the
                      next subsequent  Quarterly Dividend Payment Date, a dividend
                      of  $0.01  per  share on the  Series D Junior  Participating
                      Preferred  Stock  shall  nevertheless  be  payable  on  such
                      subsequent Quarterly Dividend Payment Date.
  
                      (c)  Dividends  shall begin to accrue and be  cumulative  on
                      outstanding   shares  of   Series  D  Junior   Participating
                      Preferred  Stock from the  Quarterly  Dividend  Payment Date
                      next  preceding the date of issue of such shares of Series D
                      Junior  Participating  Preferred  Stock,  unless the date of
                      issue of such  shares  is prior to the  record  date for the
                      first  Quarterly   Dividend  Payment  Date,  in  which  case
                      dividends on such shares shall begin to accrue from the date
                      of issue of such  shares,  or unless  the date of issue is a
                      Quarterly  Dividend  Payment  Date  or is a date  after  the
                      record  date for the  determination  of holders of shares of
                      Series D Junior  Participating  Preferred  Stock entitled to
                      receive a  quarterly  dividend  and  before  such  Quarterly
                      Dividend  Payment  Date,  in  either  of which  events  such
                      dividends  shall begin to accrue and be cumulative from such
                      Quarterly   Dividend   Payment  Date.   Accrued  but  unpaid
                      dividends  shall not bear  interest.  Dividends  paid on the
                      shares of Series D Junior  Participating  Preferred Stock in
                      an amount less than the total  amount of such  dividends  at
                      the  time  accrued  and  payable  on such  shares  shall  be
                      allocated pro rata on a share-by-share  basis among all such
                      shares at the time outstanding.
  
                      The  Board  of  Directors  may  fix a  record  date  for the
                      determination  of  holders  of  shares  of  Series  D Junior
                      Participating Preferred Stock entitled to receive payment of
                      a dividend or distribution  declared  thereon,  which record
                      date  shall be no more than 30 days  prior to the date fixed
                      for the payment thereof.
  
                 3.  Voting  Rights.  The holders of shares of Series D Junior
                     Participating  Preferred  Stock shall have the  following
                     voting rights:
  
                      (a) Subject to the provision for adjustment  hereinafter set
                      forth, each share of Series D Junior Participating Preferred
                      Stock  shall  entitle  the  holder  thereof to the number of
                      votes on all matters submitted to a vote of the stockholders
                      of the Corporation equal to the product of (x) 1,000 and (y)
                      the number of votes then  attributed  to a share of Ventures
                      Stock. In the event the Corporation  shall at any time after
                      the Rights  Declaration  Date (i)  declare  any  dividend on
                      Ventures  Stock  payable in shares of Ventures  Stock,  (ii)
                      subdivide the  outstanding  Ventures Stock, or (iii) combine
                      the  outstanding  Ventures  Stock  into a smaller  number of
                      shares, then in each such case the number of votes per share
                      to which holders of shares of Series D Junior  Participating
                      Preferred  Stock  were  entitled  immediately  prior to such
                      event  shall be  adjusted  by  multiplying  such number by a
                      fraction  the  numerator of which is the number of shares of
                      Ventures Stock outstanding  immediately after such event and
                      the denominator of which is the number of shares of Ventures
                      Stock that were outstanding immediately prior to such event.
  
                      (b)  Except as  otherwise  provided  herein  or by law,  the
                      holders of shares of Series D Junior Participating Preferred
                      Stock and the holders of shares of Ventures Stock shall vote
                      together as one class on all matters  submitted to a vote of
                      stockholders of the Corporation.
  
                      (c) (i) If at any  time  dividends  on any  Series  D Junior
                      Participating  Preferred  Stock  shall be in  arrears  in an
                      amount equal to six (6)  quarterly  dividends  thereon,  the
                      occurrence of such contingency shall mark the beginning of a
                      period (herein called a "default period") which shall extend
                      until such time when all  accrued and unpaid  dividends  for
                      all previous  quarterly dividend periods and for the current
                      quarterly  dividend  period on all shares of Series D Junior
                      Participating  Preferred Stock then  outstanding  shall have
                      been declared and paid or set apart for payment. During each
                      default period,  all holders of Preferred  Stock  (including
                      holders  of the  Series  D  Junior  Participating  Preferred
                      Stock) with  dividends  in arrears in an amount equal to six
                      (6)  quarterly   dividends  thereon,   voting  as  a  class,
                      irrespective  of  series,  shall have the right to elect two
                      (2) directors.
  
                      (ii) During any  default  period,  such voting  right of the
                      holders of Series D Junior Participating Preferred Stock may
                      be exercised  initially at a special meeting called pursuant
                      to  subparagraph  (iii) of this Section 3(c) of this Article
                      4(C)  or  at  any  annual  meeting  of   stockholders,   and
                      thereafter at annual meetings of stockholders, provided that
                      such voting right shall not be exercised  unless the holders
                      of ten percent (10%) in number of shares of Preferred  Stock
                      outstanding  shall be  present  in person  or by proxy.  The
                      absence of a quorum of the holders of Common Stock shall not
                      affect the  exercise  by the holders of  Preferred  Stock of
                      such  voting  right.  At any meeting at which the holders of
                      Preferred  Stock shall exercise such voting right  initially
                      during an  existing  default  period,  they  shall  have the
                      right,  voting as a class,  to elect  directors to fill such
                      vacancies,  if any,  in the Board of  Directors  as may then
                      exist up to two (2) directors or, if such right is exercised
                      at an annual  meeting,  to elect two (2)  directors.  If the
                      number  which may be so elected at any special  meeting does
                      not  amount  to the  required  number,  the  holders  of the
                      Preferred  Stock shall have the right to make such  increase
                      in the number of  directors  as shall be necessary to permit
                      the  election  by them of the  required  number.  After  the
                      holders of the Preferred  Stock shall have  exercised  their
                      right to elect  directors  in any default  period and during
                      the  continuance  of such  period,  the number of  directors
                      shall not be increased  or  decreased  except by vote of the
                      holders of Preferred Stock as herein provided or pursuant to
                      the rights of any  equity  securities  ranking  senior to or
                      pari passu with the Series D Junior Participating  Preferred
                      Stock.
  
                      (iii) Unless the holders of Preferred Stock shall, during an
                      existing  default period,  have  previously  exercised their
                      right to elect directors,  the Board of Directors may order,
                      or any stockholder or  stockholders  owning in the aggregate
                      not less  than ten  percent  (10%) of the  total  number  of
                      shares  of  Preferred  Stock  outstanding,  irrespective  of
                      series,  may request,  the calling of special meeting of the
                      holders of Preferred Stock, which meeting shall thereupon be
                      called by the President,  a Vice-President  or the Secretary
                      of the Corporation. Notice of such meeting and of any annual
                      meeting at which holders of Preferred  Stock are entitled to
                      vote pursuant to this  subparagraph  (iii) shall be given to
                      each holder of record of  Preferred  Stock by mailing a copy
                      of such  notice to him or her at his or her last  address as
                      the  same  appears  on the  books of the  Corporation.  Such
                      meeting  shall be called for a time not earlier than 20 days
                      and not later than 60 days after such order or request or in
                      default of the calling of such meeting  within 60 days after
                      such order or request, such meeting may be called on similar
                      notice  by any  stockholder  or  stockholders  owning in the
                      aggregate  not less  than  ten  percent  (10%) of the  total
                      number   of   shares   of   Preferred   Stock   outstanding.
                      Notwithstanding  the provisions of this subparagraph  (iii),
                      no such special  meeting  shall be called  during the period
                      within 60 days immediately  preceding the date fixed for the
                      next annual meeting of the stockholders.
  
                      (iv) In any default period, the holders of Common Stock, and
                      other  classes of stock of the  Corporation  if  applicable,
                      shall  continue to be entitled to elect the whole  number of
                      directors  until the holders of  Preferred  Stock shall have
                      exercised their right to elect two (2) directors voting as a
                      class,  after the exercise of which right (x) the  directors
                      so elected by the holders of Preferred  Stock shall continue
                      in office until their  successors shall have been elected by
                      such holders or until the expiration of the default  period,
                      and (y) any vacancy in the Board of Directors may (except as
                      provided  in  Paragraph  (ii) of this  Section  3(c) of this
                      Article  4(D))  be  filled  by  vote  of a  majority  of the
                      remaining  directors  theretofore  elected by the holders of
                      the class of stock which  elected the director  whose office
                      shall have become  vacant.  References in this Paragraph (c)
                      to directors elected by the holders of a particular class of
                      stock shall include  directors  elected by such directors to
                      fill  vacancies  as provided in clause (y) of the  foregoing
                      sentence.
  
                      (v) Immediately upon the expiration of a default period, (x)
                      the right of the  holders of  Preferred  Stock as a class to
                      elect directors  shall cease,  (y) the term of any directors
                      elected by the holders of  Preferred  Stock as a class shall
                      terminate,  and (z) the  number of  directors  shall be such
                      number as may be provided  for in the  Amended and  Restated
                      Certificate of Incorporation or by-laws  irrespective of any
                      increase made pursuant to the  provisions of Paragraph  (ii)
                      of this  Section 3 of this  Article  4(D) (such number being
                      subject,   however,  to  change  thereafter  in  any  manner
                      provided by law or in the Amended and  Restated  Certificate
                      of Incorporation or by-laws).  Any vacancies in the Board of
                      Directors  effected by the provisions of clauses (y) and (z)
                      in the preceding sentence may be filled by a majority of the
                      remaining directors.
  
                      (d) Except as set forth  herein,  holders of Series D Junior
                      Participating  Preferred  Stock shall have no special voting
                      rights and their  consent  shall not be required  (except to
                      the extent they are  entitled to vote with holders of Common
                      Stock as set forth herein) for taking any corporate action.
  
                 4. Certain Restrictions.
  
                      (a)  Whenever  quarterly  dividends  or other  dividends  or
                      distributions  payable on the Series D Junior  Participating
                      Preferred  Stock as  provided  in Section 2 of this  Article
                      4(D) are in  arrears,  thereafter  and until all accrued and
                      unpaid dividends and distributions, whether or not declared,
                      on shares of Series D Junior  Participating  Preferred Stock
                      outstanding  shall have been paid in full,  the  Corporation
                      shall not:
  
                           (i)  declare  or  pay  dividends  on,  make  any  other
                           distributions  on, or redeem or purchase  or  otherwise
                           acquire for  consideration  any shares of stock ranking
                           junior  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) to the  Series  D  Junior
                           Participating Preferred Stock;
  
                           (ii)  declare  or pay  dividends  on or make any  other
                           distributions  on any  shares  of  stock  ranking  on a
                           parity  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) with the  Series D Junior
                           Participating  Preferred  Stock,  except dividends paid
                           ratably on the Series D Junior Participating  Preferred
                           Stock and all such parity stock on which  dividends are
                           payable  or in  arrears  in  proportion  to  the  total
                           amounts  to which the  holders  of all such  shares are
                           then entitled;
  
                           (iii)  redeem or  purchase  or  otherwise  acquire  for
                           consideration  shares of any stock  ranking on a parity
                           (either   as  to   dividends   or   upon   liquidation,
                           dissolution  or  winding  up) with the  Series D Junior
                           Participating   Preferred  Stock,   provided  that  the
                           Corporation  may  at  any  time  redeem,   purchase  or
                           otherwise  acquire  shares of any such parity  stock in
                           exchange  for  shares of any  stock of the  Corporation
                           ranking   junior   (either  as  to  dividends  or  upon
                           dissolution, liquidation or winding up) to the Series D
                           Junior Participating Preferred Stock; or
  
                           (iv)  purchase or otherwise  acquire for  consideration
                           any shares of Series D Junior  Participating  Preferred
                           Stock,  or any shares of stock ranking on a parity with
                           the  Series D  Junior  Participating  Preferred  Stock,
                           except in  accordance  with a  purchase  offer  made in
                           writing or by  publication  (as determined by the Board
                           of  Directors)  to all holders of such shares upon such
                           terms as the Board of Directors, after consideration of
                           the respective annual dividend rates and other relative
                           rights and  preferences  of the  respective  series and
                           classes,  shall  determine in good faith will result in
                           fair  and  equitable  treatment  among  the  respective
                           series or classes.
  
                      (b) The  Corporation  shall not permit any subsidiary of the
                      Corporation   to   purchase   or   otherwise   acquire   for
                      consideration any shares of stock of the Corporation  unless
                      the Corporation could, under Paragraph (a) of this Section 4
                      of this Article  4(D),  purchase or  otherwise  acquire such
                      shares at such time and in such manner.
  
                 5. Reacquired Shares. Any shares of Series D Junior Participating
                 Preferred   Stock   purchased  or   otherwise   acquired  by  the
                 Corporation  in  any  manner  whatsoever  shall  be  retired  and
                 cancelled promptly after the acquisition thereof. All such shares
                 shall upon their  cancellation  become  authorized  but  unissued
                 shares of  Preferred  Stock and may be  reissued as part of a new
                 series  of  Preferred  Stock  to  be  created  by  resolution  or
                 resolutions of the Board of Directors,  subject to the conditions
                 and restrictions on issuance set forth herein.
  
                 6. Liquidation, Dissolution or Winding Up.
  
                      (a)  Upon  any   liquidation   (voluntary   or   otherwise),
                      dissolution   or   winding   up  of  the   Corporation,   no
                      distribution shall be made to the holders of shares of stock
                      ranking junior (either as to dividends or upon  liquidation,
                      dissolution   or   winding   up)  to  the  Series  D  Junior
                      Participating  Preferred  Stock unless,  prior thereto,  the
                      holders of shares of Series D Junior Participating Preferred
                      Stock shall have received an amount equal to 1,000 times the
                      Purchase  Price,  plus an amount equal to accrued and unpaid
                      dividends  and   distributions   thereon,   whether  or  not
                      declared,  to the  date  of  such  payment  (the  "Series  D
                      Liquidation Preference").  Following the payment of the full
                      amount of the Series D Liquidation Preference, no additional
                      distributions  shall be made to the  holders  of  shares  of
                      Series D Junior Participating  Preferred Stock unless, prior
                      thereto,  the holders of shares of Ventures Stock shall have
                      received  an amount  per share (the  "Ventures  Adjustment")
                      equal to the quotient  obtained by dividing (i) the Series D
                      Liquidation  Preference  by  (ii)  1,000  (as  appropriately
                      adjusted as set forth in  subparagraph  (c) below to reflect
                      such   events  as  stock   splits,   stock   dividends   and
                      recapitalizations  with respect to the Ventures Stock) (such
                      number in clause (ii),  the "Ventures  Adjustment  Number").
                      Following  the  payment  of the full  amount of the Series D
                      Liquidation   Preference  and  the  Ventures  Adjustment  in
                      respect  of  all  outstanding  shares  of  Series  D  Junior
                      Participating    Preferred   Stock   and   Ventures   Stock,
                      respectively,  holders  of  Series  D  Junior  Participating
                      Preferred  Stock and  holders  of shares of  Ventures  Stock
                      shall receive their ratable and  proportionate  share of the
                      remaining  assets  to be  distributed  in the  ratio  of the
                      Ventures  Adjustment  Number  to  1  with  respect  to  such
                      Preferred  Stock and Ventures  Stock,  on a per share basis,
                      respectively.
  
                      (b) In the event,  however,  that  there are not  sufficient
                      assets  available to permit  payment in full of the Series D
                      Liquidation  Preference and the  liquidation  preferences of
                      all other series of preferred stock, if any, which rank on a
                      parity  with the  Series D  Junior  Participating  Preferred
                      Stock,  then  such  remaining  assets  shall be  distributed
                      ratably to the holders of such parity  shares in  proportion
                      to their respective liquidation  preferences.  In the event,
                      however,  that there are not sufficient  assets available to
                      permit payment in full of the Ventures Adjustment, then such
                      remaining assets shall be distributed ratably to the holders
                      of Ventures Stock.
  
                      (c) In the event the Corporation shall at any time after the
                      Rights Declaration Date (i) declare any dividend on Ventures
                      Stock payable in shares of Ventures  Stock,  (ii)  subdivide
                      the  outstanding   Ventures  Stock,  or  (iii)  combine  the
                      outstanding  Ventures Stock into a smaller number of shares,
                      then in each such  case the  Ventures  Adjustment  Number in
                      effect  immediately prior to such event shall be adjusted by
                      multiplying  such Ventures  Adjustment  Number by a fraction
                      the  numerator  of which is the number of shares of Ventures
                      Stock  outstanding  immediately  after  such  event  and the
                      denominator  of which is the  number of  shares of  Ventures
                      Stock that were outstanding immediately prior to such event.
  
                 7. Consolidation,  Merger, etc.  Notwithstanding  anything to the
                 contrary  contained  herein,  in case the Corporation shall enter
                 into any consolidation,  merger, combination or other transaction
                 in which  the  shares of  Ventures  Stock  are  exchanged  for or
                 changed  into other  stock or  securities,  cash and/or any other
                 property,  then in any such  case the  shares  of Series D Junior
                 Participating Preferred Stock shall at the same time be similarly
                 exchanged  or  changed  in an amount  per share  (subject  to the
                 provision for  adjustment  hereinafter  set forth) equal to 1,000
                 times the aggregate amount of stock, securities,  cash and/or any
                 other property  (payable in kind), as the case may be, into which
                 or  for  which  each  share  of  Ventures  Stock  is  changed  or
                 exchanged.  In the event the Corporation  shall at any time after
                 the Rights  Declaration Date (i) declare any dividend on Ventures
                 Stock  payable in shares of Ventures  Stock,  (ii)  subdivide the
                 outstanding  Ventures  Stock,  or (iii)  combine the  outstanding
                 Ventures Stock into a smaller number of shares, then in each such
                 case the amount set forth in the preceding  sentence with respect
                 to  the   exchange  or  change  of  shares  of  Series  D  Junior
                 Participating  Preferred  Stock shall be adjusted by  multiplying
                 such amount by a fraction the numerator of which is the number of
                 shares of Ventures Stock outstanding immediately after such event
                 and the  denominator of which is the number of shares of Ventures
                 Stock that were outstanding immediately prior to such event.
  
                 8. No  Redemption.  The  shares of Series D Junior  Participating
                 Preferred Stock shall not be redeemable.
  
                 9.   Amendment.   The  Amended  and   Restated   Certificate   of
                 Incorporation of the Corporation  shall not be further amended in
                 any manner  which  would  materially  alter or change the powers,
                 preferences   or   special   rights   of  the   Series  D  Junior
                 Participating  Preferred  Stock so as to  affect  them  adversely
                 without the affirmative vote of the holders of a majority or more
                 of the  outstanding  shares  of  Series  D  Junior  Participating
                 Preferred Stock, voting separately as a class.
  
                 10. Fractional Shares.  Series D Junior  Participating  Preferred
                 Stock may be issued in fractions  of a share which shall  entitle
                 the holder, in proportion to such holders  fractional  shares, to
                 exercise  voting  rights,   receive  dividends,   participate  in
                 distributions  and to have the  benefit  of all  other  rights of
                 holders of Series D Junior Participating Preferred Stock.
  
       5. The name and mailing address of each incorporator is as follows:
  
              Name               Mailing Address
  
              B.J. Consono       1209 Orange Street
                                 Wilmington, Delaware 19899
  
  
              F.J. Obara, Jr.    1209 Orange Street
                                 Wilmington, Delaware 19899
  
  
              J.L. Rivera        1209 Orange Street
                                 Wilmington, Delaware 19899
  
       6. The Corporation is to have perpetual existence.
  
       7. In furtherance and not in limitation of the powers conferred by statute,
       the board of directors is expressly authorized:
  
            To make, alter or repeal the by-laws of the Corporation.
  
            To  authorize  and cause to be executed  mortgages  and liens upon the
  real and personal property of the Corporation.
  
            To set apart out of any of the funds of the Corporation  available for
            dividends a reserve or reserves for any proper  purpose and to abolish
            any such reserve in the manner in which it was created.
  
            By a majority of the whole board, to designate one or more committees,
            each  committee  to  consist  of one or more of the  directors  of the
            Corporation.  The  board  may  designate  one  or  more  directors  as
            alternate  members of any  committee,  who may  replace  any absent or
            disqualified  member at any meeting of the committee.  The by-laws may
            provide  that in the  absence  or  disqualification  of a member  of a
            committee,  the member or members  thereof  present at any meeting and
            not disqualified  from voting,  whether or not he or they constitute a
            quorum,  may  unanimously  appoint  another  member  of the  board  of
            directors  to act at the  meeting  in the place of any such  absent or
            disqualified member. Any such committee, to the extent provided in the
            resolution  of  the  board  of  directors,  or in the  by-laws  of the
            Corporation,  shall have and may exercise all the powers and authority
            of the  board of  directors  in the  management  of the  business  and
            affairs  of  the  Corporation,  and  may  authorize  the  seal  of the
            Corporation  to be affixed to all papers  which may require it; but no
            such  committee  shall have the power or  authority  in  reference  to
            amending  the  Amended  and  Restated  Certificate  of  Incorporation,
            adopting an agreement of merger or consolidation,  recommending to the
            stockholders the sale,  lease or exchange of all or substantially  all
            of  the  Corporation's  property  and  assets,   recommending  to  the
            stockholders  a dissolution  of the  Corporation  or a revocation of a
            dissolution,  or amending the by-laws of the Corporation;  and, unless
            the  resolution  or by-laws  expressly so provide,  no such  committee
            shall  have  the  power or  authority  to  declare  a  dividend  or to
            authorize the issuance of stock.
  
            When and as authorized by the stockholders in accordance with statute,
            to sell,  lease or exchange all or  substantially  all of the property
            and  assets  of the  Corporation,  including  its  good  will  and its
            corporate  franchises,  upon such  terms and  conditions  and for such
            consideration,  which  may  consist  in  whole  or in part of money or
            property including shares of stock in, and/or other securities of, any
            other  corporation or  corporations,  as its board of directors  shall
            deem expedient and for the best interest of the Corporation.
  
       8.  Whenever  a  compromise  or  arrangement   is  proposed   between  this
       Corporation  and its  creditors  or any class of them and/or  between  this
       Corporation  and its  stockholders  or any  class  of  them,  any  court of
       equitable jurisdiction within the State of Delaware may, on the application
       in a summary way of this  corporation  or of any  creditor  or  stockholder
       thereof,  or on the application of any receiver or receivers  appointed for
       this  corporation  under the  provisions  of section  291 of Title 8 of the
       General  Corporation  Law of the State of Delaware or on the application of
       trustees in dissolution or of any receiver or receivers  appointed for this
       Corporation  under the  provisions of section 279 of Title 8 of the General
       Corporation  Law of the State of Delaware  order a meeting of the creditors
       or class of creditors,  and/or of the stockholders or class of stockholders
       of this  Corporation,  as the case may be, to be summoned in such manner as
       the said court directs. If a majority in number representing  three-fourths
       in value of the creditors or class of creditors, and/or of the stockholders
       or class of stockholders of this Corporation,  as the case may be, agree to
       any compromise or arrangement and to any reorganization of this Corporation
       as a consequence of such compromise or arrangement,  the said compromise or
       arrangement and the said  reorganization  shall, if sanctioned by the court
       to which  the  said  application  has  been  made,  be  binding  on all the
       creditors or class of creditors, and/or on all the stockholders or class of
       stockholders,  of this  Corporation,  as the case may be,  and also on this
       Corporation.
  
       9.  Meetings  of  stockholders  may be held  within or without the State of
       Delaware,  as the by-laws may provide.  The books of the Corporation may be
       kept (subject to any provision contained in the statutes) outside the State
       of Delaware at such place or places as may be designated  from time to time
       by the board of directors or in the by-laws of the  corporation.  Elections
       of  directors  need not to be by written  ballot  unless the by-laws of the
       corporation shall so provide.
  
       10. Except as expressly  provided in this Amended and Restated  Articles of
       Incorporation,  the Corporation  reserves the right to amend, alter, change
       or repeal any provision  contained in this Amended and Restated Articles of
       Incorporation,  in the manner now or hereafter  prescribed by statute,  and
       all rights conferred upon  stockholders  herein are granted subject to this
       reservation.
  
                    11.      The number of directors  which shall  constitute  the
                             whole board shall be not less than four nor more than
                             fifteen,  such  number to be set by or in  accordance
                             with the by-laws.  Such by-law  provision can only be
                             amended  by  the  Board  of   Directors   or  by  the
                             affirmative  vote  of not  less  than  66 2/3% of the
                             stock  then  entitled  to  vote  in  an  election  of
                             directors.  The directors shall be divided into three
                             classes as nearly equal in number as possible. At the
                             1986  annual  meeting of  stockholders,  one class of
                             directors was elected for a one-year  term, one class
                             for a  two-year  term and one class for a  three-year
                             term.   At  each   succeeding   annual   meeting   of
                             stockholders,  successors  to the class of  directors
                             whose term expires in that year will be elected for a
                             three-year  term. A director  shall hold office until
                             the annual  meeting of  stockholders  for the year in
                             which  his term  expires  or until his  successor  is
                             elected and qualified.
  
       Vacancies and newly created  directorships  within any class resulting from
       any  increase  in the  authorized  number of  directors  may be filled by a
       majority of directors  then in office,  though less than a quorum,  and any
       director so chosen shall hold office for a term which shall  coincide  with
       the term of such class to which he is elected. If there are no directors in
       office, then an election of directors may be held in the manner provided by
       statute.
  
       The  affirmative  vote of the holders of at least 66 2/3% of the stock then
       entitled  to vote in an  election of  directors  shall be required  for the
       approval  of any  proposal  that (a) any  director  of the  corporation  be
       removed  from office for cause;  or (b) this Article 11 of this Amended and
       Restated Certificate of Incorporation be altered, amended or repealed.
  
       12. A. In addition  to the  requirements  of any  applicable  statute,  the
       affirmative  vote of not less than 66 2/3% of the stock  then  entitled  to
       vote in an election of directors owned by persons other than a "substantial
       stockholder"  (as  hereinafter  defined),  considered  for purposes of this
       Article  12  as  one  class,   shall  be  required   for  the  approval  or
       authorization  of  any  "business  combination"  (as  hereinafter  defined)
       between the corporation and any substantial stockholders provided, however,
       that such additional voting requirement shall not be applicable if:
  
            1. The business  combination  is solely  between the  Corporation  and
            another corporation, 50% or more of the voting stock of which is owned
            by the  Corporation  and  none of  which  is  owned  by a  substantial
            stockholder  and  each  holder  of  common  stock  of the  Corporation
            receives the same type of consideration in proportion to his holdings;
            or
  
            2. All the following  conditions are  satisfied:  (a) the cash or fair
            market value of the property, securities or "other consideration to be
            received"  (as   hereinafter   defined)  per  share  in  the  business
            combination  by holders of the common stock of the  corporation is not
            less than the  higher of (i) the  highest  price per share  (including
            brokerage  commissions,  soliciting  dealers' fees and  dealer-manager
            compensation) paid by such substantial stockholder in acquiring any of
            its holdings of the  Corporation's  common stock,  or (ii) the highest
            per share market price of common stock during the  three-month  period
            immediately preceding the date of the proxy statement described in (c)
            below  or,  if  none,   during  the  six-month  period  prior  to  the
            consummation  of  the  business  combination;  (b)  after  becoming  a
            substantial stockholder and prior to the consummation of such business
            combination (i) such substantial  stockholder  shall not have acquired
            any newly issued shares of capital stock, directly or indirectly, from
            the  Corporation  (except upon  conversion of  convertible  securities
            acquired by it prior to  becoming a  substantial  stockholder  or upon
            compliance  with the provisions of this Article 12 or as a result of a
            pro rata stock  dividend or stock  split),  and (ii) such  substantial
            stockholder   shall  not  have  received  the  benefit,   directly  or
            indirectly (except  proportionately  as a stockholder),  of any loans,
            advances,  guarantees,  pledges or other  financial  assistance or tax
            credits provided by the Corporation,  or made any major changes in the
            Corporation's  business or equity capital  structure;  and (c) if such
            proposal otherwise requires  stockholder  approval,  a proxy statement
            responsive to the requirements of the Securities Exchange Act of 1934,
            whether or not the  Corporation is then subject to such  requirements,
            shall be mailed to the public  stockholders of the Corporation for the
            purpose  of   soliciting   stockholder   approval  of  such   business
            combination.
  
       B. For the purposes of this Article 12:
  
            1. The term  "business  combination"  shall  mean  (a) any  merger  or
            consolidation   of  the   Corporation   with  or  into  a  substantial
            stockholder,   (b)  any  sale,  lease,  exchange,  transfer  or  other
            disposition,  including,  without limitation,  a mortgage or any other
            security  device,  of all, or any  "substantial  part" (as hereinafter
            defined)  of  the  assets  of  the  Corporation   including,   without
            limitation, any voting securities of a subsidiary) or of a subsidiary,
            to a substantial  stockholder,  (c) any merger or  consolidation  of a
            substantial  stockholder  with or into the Corporation or a subsidiary
            of the Corporation,  (d) any sale, lease, exchange,  transfer or other
            disposition  of  all or  any  substantial  part  of  the  assets  of a
            substantial  stockholder  to the  Corporation  or a subsidiary  of the
            Corporation,  (e) the issuance of any securities of the Corporation or
            a subsidiary of the Corporation to a substantial  stockholder  (except
            proportionately  as  a  stockholder),   (f)  the  acquisition  by  the
            Corporation or a subsidiary of the  Corporation of any securities of a
            substantial stockholder (except proportionately as a stockholder), (g)
            any  reclassification  of  common  stock  of the  Corporation,  or any
            recapitalization   involving   common   stock   of  the   Corporation,
            consummated within five years after a substantial  stockholder becomes
            a substantial  stockholder,  and (h) any agreement,  contract or other
            arrangement  providing for any of the  transactions  described in this
            definition of business combination;
  
            2. The term  "substantial  stockholder"  shall  mean and  include  any
            individual,  corporation,  partnership,  "group"  or other  person  or
            entity  which,   together  with  its  "affiliates"  and  "associates",
            "beneficially"  owns (as those  terms are defined on the date on which
            this  provision was adopted in Rules 12b-2,  13d-3 and 13d-5(b) of the
            General Rules and  Regulations  under the  Securities  Exchange Act of
            1934) in the aggregate 10% or more of the outstanding shares of common
            stock of the  Corporation,  and any affiliate or associate of any such
            individual, corporation,  partnership, group or other person or entity
            excluding, however, any incumbent members of the Board of Directors as
            of September 30, 1985 and any employee benefit plan of the corporation
            or its subsidiaries;
  
            3. The term  "substantial  part" shall mean more than 10% of the total
            book value of assets of the corporation in question,  as of the end of
            its most recent fiscal year ending prior to the time the determination
            is being made;
  
            4. Without  limitation,  any shares of common stock of the Corporation
            which any substantial stockholder has the right to acquire at any time
            pursuant to any  agreement,  or upon  exercise of  conversion  rights,
            warrants,  options,  or  otherwise,  shall be deemed  outstanding  and
            beneficially  owned by such  substantial  stockholder  for purposes of
            this Article 12 only; and
  
            5. The phrase  "other  consideration  to be received"  shall  include,
            without  limitation,  common stock of the corporation  retained by its
            existing  stockholders  other than a  substantial  stockholder  in the
            event of a business  combination with such substantial  stockholder in
            which the corporation is the surviving corporation.
  
       C. The  provisions  set forth in this  Article  12 may not be  repealed  or
       amended in any  respect or in any manner  including  through  any merger or
       consolidation  of the  corporation  with any other  corporation  unless the
       surviving corporation's Certificate of Incorporation contains an article to
       the same effect as this Article 12, except by the  affirmative  vote of the
       holders of not less than 66 2/3% of the stock then  entitled  to vote in an
       election of directors, subject to the provisions of any series of preferred
       stock  which may at any time be  outstanding;  provided,  however,  that if
       there is a substantial stockholder such action must be approved by not less
       than 66 2/3% of the stock then entitled to vote in an election of directors
       owned by persons other than the substantial stockholder.
  
       13. A director of the  Corporation  shall not be  personally  liable to the
       Corporation  or  its  stockholders  for  monetary  damages  for  breach  of
       fiduciary duty as a director to the fullest extent permitted by the General
       Corporation  Law of the  State  of  Delaware,  as the  same  exists  or may
       hereafter  be  amended,  except  for  liability  (i) for any  breach of the
       director's duty of loyalty to the corporation or its stockholders, (ii) for
       acts or omissions not in good faith or which involve intentional misconduct
       or a knowing  violation  of law,  (iii)  under  Section  174 of the General
       Corporation Law of the State of Delaware,  or (iv) for any transaction from
       which the director  derived any improper  personal  benefit.  Any repeal or
       modification  hereof  by the  stockholders  of the  Corporation  shall  not
       adversely  affect any right or protection of a director of the  Corporation
       existing at the time of such repeal or modification.
  
  IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Amended  and  Restated
  Certificate of Incorporation to be executed as of this 20th day of April, 2000.
  
                                                       COMDISCO, INC.
  
  
                                                       By:/s/ Philip A. Hewes
                                                            Philip A. Hewes,
                                                       Senior Vice President
                                                            and Secretary
  
  
  <PAGE>
  
  
  
  1042324 v5
  Execution Copy:  May 4, 2000
                                        B-1-8
  
                                     EXHIBIT B-1
  
                            [Form of Rights Certificate]
  
  Certificate No. CGR-                _______ Rights
  
  NOT  EXERCISABLE  AFTER NOVEMBER 17, 2007 OR EARLIER IF REDEEMED BY THE COMPANY.
  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
  RIGHT  ON  THE  TERMS  SET  FORTH  IN  THE  RIGHTS   AGREEMENT.   UNDER  CERTAIN
  CIRCUMSTANCES,  RIGHTS  BENEFICIALLY  OWNED BY AN ACQUIRING PERSON OR AN ADVERSE
  PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT)  AND ANY  SUBSEQUENT
  HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.[THE  RIGHTS  REPRESENTED BY THIS
  RIGHTS  CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
  AN  ACQUIRING  PERSON OR  ADVERSE  PERSON OR AN  AFFILIATE  OR  ASSOCIATE  OF AN
  ACQUIRING  PERSON OR ADVERSE  PERSON  (AS SUCH  TERMS ARE  DEFINED IN THE RIGHTS
  AGREEMENT).ACCORDINGLY,  THIS  RIGHTS  CERTIFICATE  AND THE  RIGHTS  REPRESENTED
  HEREBY MAY BECOME NULL AND VOID IN THE  CIRCUMSTANCES  SPECIFIED IN SECTION 7(e)
  OF SUCH AGREEMENT.]
  
  (1) --------------1 The portion of the legend in brackets shall be inserted only
  if applicable and shall replace the preceding sentence.
  
                          Comdisco Stock Rights Certificate
  
                                   COMDISCO, INC.
  
           This certifies that  _________________,  or registered  assigns, is the
  registered  holder  of the  number  of Rights  set  forth  above,  each of which
  entitles the owner thereof,  subject to the terms,  provisions and conditions of
  the Amended and Restated Rights Agreement,  dated as of May 4, 2000 (the "Rights
  Agreement"), between COMDISCO, INC., a Delaware corporation (the "Company"), and
  ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
  (the "Rights Agent"),  to purchase from the Company at any time prior to 5:00 PM
  (New York City  time) on  November  17,  2007,  at the  office or offices of the
  Rights Agent designated for such purpose, or its successors as Rights Agent, one
  one-thousandth  of  a  fully-paid,   nonassessable  share  of  Series  C  Junior
  Participating  Preferred  Stock (the  "Preferred  Stock") of the  Company,  at a
  purchase price of $___ per one one-thousandth of a share (the "Purchase Price"),
  upon  presentation  and  surrender of this Rights  Certificate  with the Form of
  Election  to  Purchase  set  forth on the  reverse  hereof  and the  Certificate
  contained  therein duly executed.  The Purchase Price shall be paid in cash. The
  number of Rights evidenced by this Rights  Certificate (and the number of shares
  which may be purchased upon exercise  thereof) set forth above, and the Purchase
  Price per share set forth  above,  are the number of Rights  number and Purchase
  Price as of _____________, 200__, based on the Preferred Stock as constituted at
  such date, and are subject to adjustment upon the happening of certain events as
  provided  in the Rights  Agreement.  The Company  reserves  the right to require
  prior to the  occurrence  of a Triggering  Event (as such term is defined in the
  Rights Agreement) that a number of Rights be exercised so that only whole shares
  of Preferred Stock will be issued.
  
           Upon the  occurrence  of a Section 11 Event (as such term is defined in
  the Rights  Agreement),  if the Rights evidenced by this Rights  Certificate are
  beneficially  owned by (i) an Acquiring Person or Adverse Person or an Affiliate
  or Associate of any such  Acquiring  Person or Adverse Person (as such terms are
  defined  in the  Rights  Agreement),  (ii) a  transferee  of any such  Acquiring
  Person,  Adverse  Person,   Associate  or  Affiliate,  or  (iii)  under  certain
  circumstances  specified in the Rights Agreement,  a transferee of a person who,
  concurrently with or after such transfer,  became an Acquiring  Person,  Adverse
  Person or an Affiliate or  Associate of an Acquiring  Person or Adverse  Person,
  such  Rights  shall  become  null and void and no holder  hereof  shall have any
  rights  whatsoever  with respect to such Rights from and after the occurrence of
  such Section 11 Event.
  
           This Rights Certificate is subject to all of the terms,  provisions and
  conditions of the Rights Agreement,  which terms,  provisions and conditions are
  hereby  incorporated  herein by  reference  and made a part  hereof and to which
  Rights Agreement  reference is hereby made for a full description of the rights,
  limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
  Rights  Agent,  the Company and the  holders of the Rights  Certificates,  which
  limitations of rights include the temporary  suspension of the exercisability of
  such Rights under the specific  circumstances set forth in the Rights Agreement.
  Copies of the Rights Agreement are on file at the above-mentioned  office of the
  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 office or offices of the Rights Agent  designated for such
  purpose,  may be exchanged for another Rights Certificate or Rights Certificates
  of like tenor and date evidencing Rights entitling the holder to purchase a like
  aggregate  number of one  one-thousandths  of a share of Preferred  Stock as the
  Rights evidenced by the Rights  Certificate or Rights  Certificates  surrendered
  shall have entitled such holder to purchase. If this Rights Certificate shall be
  exercised in part, the holder shall be entitled to receive upon surrender hereof
  another Rights  Certificate  or  Certificates  representing  the number of whole
  Rights not exercised.
  
           Subject to the provisions of the Rights Agreement, the Rights evidenced
  by this Certificate may be redeemed by the Company at its option at a redemption
  price  of $0.01  per  Right at any time  prior to the  earlier  of the  Close of
  Business on (i) the fifteenth day following the Stock  Acquisition Date (as such
  time period may be extended or shortened  pursuant to the Rights  Agreement)  or
  (ii) the Final  Expiration  Date. In addition,  the Rights may be exchanged,  in
  whole or in part,  for shares of 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 such  exchange)  will  terminate and
  the Rights will only enable  holders to 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
  integral  multiples of one  one-thousandth of a share of Preferred 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  Rights
  Agreement.
  
           No holder,  as such,  of this Rights  Certificate  shall be entitled to
  vote or receive  dividends or be deemed for any purpose the holder of the shares
  of Preferred  Stock or of any other  securities  of the Company which may at any
  time be issuable on the exercise  hereof,  nor shall  anything  contained in the
  Rights  Agreement or herein be construed  to confer upon the holder  hereof,  as
  such, any of the rights of a stockholder of the Company or any right to vote for
  the election of directors or upon any matter  submitted to  stockholders  at any
  meeting thereof,  or to give or withhold consent to any corporate  action, or to
  receive notice of meetings or other actions  affecting  stockholders  (except as
  provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
  rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
  Certificate shall have been exercised as provided in the Rights Agreement.
  
           This  Rights  Certificate  shall  not be  valid or  obligatory  for any
  purpose until it shall have been countersigned by the Rights Agent.
  
           WITNESS the facsimile  signature of the proper  officers of the Company
  and its corporate seal.
  
  Dated as of _____________, 200_
  
  ATTEST:                                               COMDISCO, INC.
  
  ________________________                             By________________________
  Secretary                                                 Title:
  
  
  Countersigned:
  CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
  
  
  By___________________________________
  Authorized Signature
  
  
  
  <PAGE>
  
  
                    [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: __________________, 200_
  
  
                                                       ---------------------------
                                                       Signature
  
  Signature Guaranteed:__________________________
  
  
  
  
  
  <PAGE>
  
  
                                     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,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an  Affiliate or  Associate  of any such  Acquiring  Person or Adverse
  Person.
  
  Dated:  _________________, 200_              _________________________ Signature
  
  Signature Guaranteed:________________________
  
  
  
  
  
  <PAGE>
  
  
                                       NOTICE
  
           The  signatures  to  the  foregoing  Assignment  and  Certificate  must
  correspond  to the name as written upon the face of this Rights  Certificate  in
  every particular, without alteration or enlargement or any change whatsoever.
  
  FORM OF ELECTION TO PURCHASE
  
           (To be executed if the  registered  holder  desires to exercise  Rights
           represented by the Rights Certificate.)
  
  To:  COMDISCO, 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 print name and address)
  
  
  
                    ------------------------------------------
                    (Please print social security or other
                    identifying number)
  
  
           If such number of Rights shall not be all the Rights  evidenced by this
  Rights  Certificate,  a new Rights  Certificate  for the  balance of such Rights
  shall be registered in the name of and delivered to:
  
         __________________________________________(Please print name and address)
  
  
           ------------------------------------------
           (Please print social security or other identifying number)
  
  Dated:  _______________, 200_
  
  
  -----------------------
  Signature
  
  Signature Guaranteed:__________________________
  
                                     Certificate
  
           The  undersigned  hereby  certifies by checking the  appropriate  boxes
  that:
  
           (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
  being  exercised by or on behalf of a Person who is or was an Acquiring  Person,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an Affiliate or Associate of any such Acquiring Person or Adverse.
  
  Dated:   _________________, 200_                      _________________________
                                                       Signature
  
  Signature Guaranteed:________________________
  
  
  
  
  
  <PAGE>
  
  
                                       NOTICE
  
           The  signatures  to  the  foregoing  Assignment  and  Certificate  must
  correspond  to the name as written upon the face of this Rights  Certificate  in
  every particular, without alteration or enlargement or any change whatsoever.
  
  
  <PAGE>
  
  
  1042324 v5
  Execution Copy:  May 4, 2000
                                        B-2-8
  
                                     EXHIBIT B-2
  
                            [Form of Rights Certificate]
  
  Certificate No. CDOVR-              _______ Rights
  
  NOT  EXERCISABLE  AFTER NOVEMBER 17, 2007 OR EARLIER IF REDEEMED BY THE COMPANY.
  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
  RIGHT  ON  THE  TERMS  SET  FORTH  IN  THE  RIGHTS   AGREEMENT.   UNDER  CERTAIN
  CIRCUMSTANCES,  RIGHTS  BENEFICIALLY  OWNED BY AN ACQUIRING PERSON OR AN ADVERSE
  PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT)  AND ANY  SUBSEQUENT
  HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.[THE  RIGHTS  REPRESENTED BY THIS
  RIGHTS  CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
  AN  ACQUIRING  PERSON OR  ADVERSE  PERSON OR AN  AFFILIATE  OR  ASSOCIATE  OF AN
  ACQUIRING  PERSON OR ADVERSE  PERSON  (AS SUCH  TERMS ARE  DEFINED IN THE RIGHTS
  AGREEMENT).ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
  MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES  SPECIFIED IN SECTION 7(e) OF SUCH
  AGREEMENT.]
  
  (1) --------------1 The portion of the legend in brackets shall be inserted only
  if applicable and shall replace the preceding sentence.
  
                        Comdisco Ventures Rights Certificate
  
                                   COMDISCO, INC.
  
           This certifies that  _________________,  or registered  assigns, is the
  registered  holder  of the  number  of Rights  set  forth  above,  each of which
  entitles the owner thereof,  subject to the terms,  provisions and conditions of
  the Amended and Restated Rights Agreement,  dated as of May 4, 2000 (the "Rights
  Agreement"), between COMDISCO, INC., a Delaware corporation (the "Company"), and
  ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
  (the "Rights Agent"),  to purchase from the Company at any time prior to 5:00 PM
  (New York City  time) on  November  17,  2007,  at the  office or offices of the
  Rights Agent designated for such purpose, or its successors as Rights Agent, one
  one-thousandth  of  a  fully-paid,   nonassessable  share  of  Series  D  Junior
  Participating  Preferred  Stock (the  "Preferred  Stock") of the  Company,  at a
  purchase price of $___ per one one-thousandth of a share (the "Purchase Price"),
  upon  presentation  and  surrender of this Rights  Certificate  with the Form of
  Election  to  Purchase  set  forth on the  reverse  hereof  and the  Certificate
  contained  therein duly executed.  The Purchase Price shall be paid in cash. The
  number of Rights evidenced by this Rights  Certificate (and the number of shares
  which may be purchased upon exercise  thereof) set forth above, and the Purchase
  Price per share set forth  above,  are the number of Rights  number and Purchase
  Price as of _____________, 200__, based on the Preferred Stock as constituted at
  such date, and are subject to adjustment upon the happening of certain events as
  provided  in the Rights  Agreement.  The Company  reserves  the right to require
  prior to the  occurrence  of a Triggering  Event (as such term is defined in the
  Rights Agreement) that a number of Rights be exercised so that only whole shares
  of Preferred Stock will be issued.
  
           Upon the  occurrence  of a Section 11 Event (as such term is defined in
  the Rights  Agreement),  if the Rights evidenced by this Rights  Certificate are
  beneficially  owned by (i) an Acquiring Person or Adverse Person or an Affiliate
  or Associate of any such  Acquiring  Person or Adverse Person (as such terms are
  defined  in the  Rights  Agreement),  (ii) a  transferee  of any such  Acquiring
  Person,  Adverse  Person,   Associate  or  Affiliate,  or  (iii)  under  certain
  circumstances  specified in the Rights Agreement,  a transferee of a person who,
  concurrently with or after such transfer,  became an Acquiring  Person,  Adverse
  Person or an Affiliate or  Associate of an Acquiring  Person or Adverse  Person,
  such  Rights  shall  become  null and void and no holder  hereof  shall have any
  rights  whatsoever  with respect to such Rights from and after the occurrence of
  such Section 11 Event.
  
           This Rights Certificate is subject to all of the terms,  provisions and
  conditions of the Rights Agreement,  which terms,  provisions and conditions are
  hereby  incorporated  herein by  reference  and made a part  hereof and to which
  Rights Agreement  reference is hereby made for a full description of the rights,
  limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
  Rights  Agent,  the Company and the  holders of the Rights  Certificates,  which
  limitations of rights include the temporary  suspension of the exercisability of
  such Rights under the specific  circumstances set forth in the Rights Agreement.
  Copies of the Rights Agreement are on file at the above-mentioned  office of the
  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 office or offices of the Rights Agent  designated for such
  purpose,  may be exchanged for another Rights Certificate or Rights Certificates
  of like tenor and date evidencing Rights entitling the holder to purchase a like
  aggregate  number of one  one-thousandths  of a share of Preferred  Stock as the
  Rights evidenced by the Rights  Certificate or Rights  Certificates  surrendered
  shall have entitled such holder to purchase. If this Rights Certificate shall be
  exercised in part, the holder shall be entitled to receive upon surrender hereof
  another Rights  Certificate  or  Certificates  representing  the number of whole
  Rights not exercised.
  
           Subject to the provisions of the Rights Agreement, the Rights evidenced
  by this Certificate may be redeemed by the Company at its option at a redemption
  price  of $0.01  per  Right at any time  prior to the  earlier  of the  Close of
  Business on (i) the fifteenth day following the Stock  Acquisition Date (as such
  time period may be extended or shortened  pursuant to the Rights  Agreement)  or
  (ii) the Final  Expiration  Date. In addition,  the Rights may be exchanged,  in
  whole or in part,  for shares of 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 such  exchange)  will  terminate and
  the Rights will only enable  holders to 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
  integral  multiples of one  one-thousandth of a share of Preferred 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  Rights
  Agreement.
  
           No holder,  as such,  of this Rights  Certificate  shall be entitled to
  vote or receive  dividends or be deemed for any purpose the holder of the shares
  of Preferred  Stock or of any other  securities  of the Company which may at any
  time be issuable on the exercise  hereof,  nor shall  anything  contained in the
  Rights  Agreement or herein be construed  to confer upon the holder  hereof,  as
  such, any of the rights of a stockholder of the Company or any right to vote for
  the election of directors or upon any matter  submitted to  stockholders  at any
  meeting thereof,  or to give or withhold consent to any corporate  action, or to
  receive notice of meetings or other actions  affecting  stockholders  (except as
  provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
  rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
  Certificate shall have been exercised as provided in the Rights Agreement.
  
           This  Rights  Certificate  shall  not be  valid or  obligatory  for any
  purpose until it shall have been countersigned by the Rights Agent.
  
           WITNESS the facsimile  signature of the proper  officers of the Company
  and its corporate seal.
  
  Dated as of _____________, 200_
  
  ATTEST:                                               COMDISCO, INC.
  
  ________________________                             By________________________
  Secretary                                                 Title:
  
  
  Countersigned:
  CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
  
  
  By___________________________________
  Authorized Signature
  
  
  
  <PAGE>
  
  
                    [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: __________________, 200_
  
  
                                                       ---------------------------
                                                       Signature
  
  Signature Guaranteed:__________________________
  
  
  
  
  
  <PAGE>
  
  
                                     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,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an  Affiliate or  Associate  of any such  Acquiring  Person or Adverse
  Person.
  
  Dated:  _________________, 200_              _________________________ Signature
  
  Signature Guaranteed:________________________
  
  
  
  
  
  <PAGE>
  
  
                                       NOTICE
  
           The  signatures  to  the  foregoing  Assignment  and  Certificate  must
  correspond  to the name as written upon the face of this Rights  Certificate  in
  every particular, without alteration or enlargement or any change whatsoever.
  
  FORM OF ELECTION TO PURCHASE
  
           (To be executed if the  registered  holder  desires to exercise  Rights
           represented by the Rights Certificate.)
  
  To:  COMDISCO, 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 print name and address)
  
  
                    ------------------------------------------
                    (Please print social security or other
                    identifying number)
  
  
           If such number of Rights shall not be all the Rights  evidenced by this
  Rights  Certificate,  a new Rights  Certificate  for the  balance of such Rights
  shall be registered in the name of and delivered to:
  
        __________________________________________(Please print name and address)
  
  
           ------------------------------------------
           (Please print social security or other identifying number)
  
  Dated:  _______________, 200_
  
  
  -----------------------
  Signature
  
  Signature Guaranteed:__________________________
  
  
  
  <PAGE>
  
  
                                     Certificate
  
           The  undersigned  hereby  certifies by checking the  appropriate  boxes
  that:
  
           (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
  being  exercised by or on behalf of a Person who is or was an Acquiring  Person,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an Affiliate or Associate of any such Acquiring Person or Adverse.
  
  Dated:   _________________, 200_                      _________________________
                                                       Signature
  
  Signature Guaranteed:________________________
  
  
  
  
  
  <PAGE>
  
  
                                       NOTICE
  
           The  signatures  to  the  foregoing  Assignment  and  Certificate  must
  correspond  to the name as written upon the face of this Rights  Certificate  in
  every particular, without alteration or enlargement or any change whatsoever.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "AMENDED AND RESTATED RIGHTS AGREEMENT", "secsgml_size_bytes": 349311}]
metadata_filer: {"company-data": {"conformed-name": "COMDISCO INC", "cik": "0000722487", "assigned-sic": "7377", "irs-number": "362687938", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07725", "film-number": "653981"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "mail-address": {"street1": "6111 NOTH RIVER ROAD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                      Filed pursuant to Section 13 or 15(d) of
                         THE SECURITIES EXCHANGE ACT OF 1934
  
                                     May 4, 2000
                           Date of Earliest Event Reported
  
                                   COMDISCO, INC.
                              (a Delaware Corporation)
                                6111 North River Road
                              Rosemont, Illinois 60018
                              Telephone (847) 698-3000
                            Commission file number 1-7725
                  I.R.S. Employer Identification Number 36-2687938
  
                                        -1-
  Item 5   Other Events
  
           A. On November 4, 1997, the Board of Directors of the Company adopted a
  shareholder  rights  plan  governed  by the  terms  of a Rights  Agreement  (the
  "Original Rights Agreement") and authorized and declared a dividend distribution
  of one Right for each share of common stock,  par value $0.10 per share,  of the
  Company (the "existing  common  stock")  outstanding at the Close of Business on
  November 17, 1997 (the "Record  Date"),  and has  authorized the issuance of one
  Right (as such number may be hereinafter  adjusted  pursuant to Section 11(i) or
  11(p)  hereof) for each share of  existing  common  stock of the Company  issued
  between  the  Record  Date  (whether  originally  issued or  delivered  from the
  Company's  treasury)  and the  Distribution  Date and, in certain  circumstances
  provided in Section 22 hereof, after the Distribution Date, each Right initially
  representing  the right to purchase  one  one-thousandth  of a share of Series C
  Junior  Participating  Preferred Stock, par value $0.10 per share (the "Series C
  Preferred Shares"), of the Company having the rights, powers and preferences set
  forth in the  Exhibit A  attached  hereto,  upon the terms  and  subject  to the
  conditions hereinafter set forth (the "Original Rights").
  
           B. On April 20, 2000, the  shareholders of the Company approved certain
  amendments to the Company's  Amended and Restated  Articles of Incorporation (as
  so amended, the "Restated Charter")  authorizing the issuance of Comdisco,  Inc.
  -- Ventures  Stock (the  "Ventures  Stock") as a new series of common  stock and
  redesignating (the  "Redesignation")  each share of existing common stock as one
  share of Comdisco,  Inc. -- Comdisco Stock (the "Comdisco Stock").  As of May 4,
  2000  ("Redesignation  Date"), the Board of Directors adopted this amendment and
  restatement of the Original  Agreement  effective upon the  Redesignation (as so
  amended and restated,  the "Agreement") and, conditioned upon and simultaneously
  with the Redesignation, redesignated each Original Right as a Comdisco Right and
  authorized  the  issuance  of one  Comdisco  Right and one  Ventures  Right with
  respect to each share of Comdisco Stock and Ventures Stock,  respectively,  that
  shall  become  outstanding  (i)  after the  Redesignation  Date and  before  the
  earliest of the Distribution  Date, the Redemption Date and the Final Expiration
  Date (as such terms are  defined  in  Sections 3 and 7 hereof) or (ii) after the
  Distribution  Date but before the  earlier of the  Redemption  Date or the Final
  Expiration  Date, if such Common Share became  outstanding (A) upon the exercise
  of a stock option, (B) pursuant to any employee plan or arrangement, or (C) upon
  the  conversion or exchange of a security  which option,  plan,  arrangement  or
  security was granted,  established or issued, as the case may be, by the Company
  before the Distribution Date.
  
           Each "Comdisco Right",  as so redesignated,  will continue to represent
  the right to purchase one  one-thousandth  of a Series C Preferred  Share having
  the rights and  preferences  set forth in Exhibit A hereto,  and each  "Ventures
  Right" will  represent  the right to purchase one  one-thousandth  of a share of
  Series D Junior  Participating  Preferred  Stock, par value $0.10 per share (the
  "Series D Preferred  Shares"),  of the Company having the rights and preferences
  set forth in the Restated  Charter, in each such case upon the terms and subject
  to the conditions therein set forth.
  
  Item 7   Financial Statements and Exhibits
  
       (c) Exhibits. The following documents are filed as exhibits to this current
           report.
  
       4.1. Amended  and Restated  Rights Agreement (the "Agreement"), dated as of
            May 4,  2000,  between  the  Registrant  and  ChaseMellon  Shareholder
            Services,  L.L.C., as Rights Agent, effective as of the  Redesignation
            (as defined in the Agreement)
  
                                        -2-
  SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly caused this Current  Report on Form 8-K to be signed on its
  behalf by the undersigned hereunto duly authorized.
  
                                                                COMDISCO, INC.
  
  Date: June 14, 2000                                by:     /s/David J. Keenan
                                                                ------------------
                                                                   David J. Keenan
                                                             Senior Vice President
                                                                    and Controller
  
                                        -3-
  -----------------------------------------------
  
                                   COMDISCO, INC.
  
                                         and
  
                      CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
  
                                    Rights Agent
  
                               -----------------------
  
                        Amended and Restated Rights Agreement
  
                               Dated as of May 4, 2000
  
                   -----------------------------------------------
  Execution Copy:  May 4, 2000
                                  Table of Contents
  
                                                                                                        Page
  Section 1.  Certain Definitions..........................................................................3
  Section 2.  Appointment of Rights Agent..................................................................7
  Section 3.  Issue of Rights Certificates.................................................................7
  Section 4.  Form of Rights Certificates..................................................................9
  Section 5.  Countersignature and Registration...........................................................10
  Section 6.  Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed,
              Lost or Stolen Rights Certificates..........................................................10
  Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights...............................11
  Section 8.  Cancellation and Destruction of Rights Certificates.........................................13
  Section 9.  Reservation and Availability of Capital Stock...............................................13
  Section 10.  Preferred Stock Record Date................................................................14
  Section 11.  Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights................15
  Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.................................22
  Section 13.  Consolidation, Merger or Sale or Transfer of Assets or Earning Power.......................22
  Section 14.  Fractional Rights and Fractional Shares....................................................24
  Section 15.  Rights of Action...........................................................................25
  Section 16.  Agreement of Rights Holders................................................................26
  Section 17.  Rights Certificate Holder Not Deemed a Stockholder.........................................26
  Section 18.  Concerning the Rights Agent................................................................27
  Section 19.  Merger or Consolidation or Change of Name of Rights Agent..................................27
  Section 20.  Duties of Rights Agent.....................................................................28
  Section 21.  Change of Rights Agent.....................................................................29
  Section 22.  Issuance of New Rights Certificates........................................................30
  Section 23.  Redemption and Termination.................................................................30
  Section 24.  Exchange...................................................................................31
  Section 25.  Notice of Certain Events...................................................................32
  Section 26.  Notices....................................................................................33
  Section 27.  Supplements and Amendments.................................................................33
  Section 28.  Successors.................................................................................34
  Section 29.  Determinations and Actions by the Board of Directors, etc..................................34
  Section 30.  Benefits of This Agreement.................................................................34
  Section 31.  Severability...............................................................................35
  Section 32.  Governing Law..............................................................................35
  Section 33.  Counterparts...............................................................................35
  Section 34.  Descriptive Headings.......................................................................35
  
  EXHIBIT A.................................................................................................
  EXHIBIT B-1...............................................................................................
  EXHIBIT B-2...............................................................................................
  AMENDED AND RESTATED RIGHTS AGREEMENT
  
           AMENDED AND RESTATED RIGHTS AGREEMENT,  is dated as of May 4, 2000 (the
  "Agreement"),  between COMDISCO,  INC., a Delaware  corporation (the "Company"),
  and CHASEMELLON  SHAREHOLDER  SERVICES,  L.L.C., a New Jersey limited  liability
  company (the "Rights Agent"), and shall be effective as of the Redesignation (as
  defined herein).
  
                                                            W I T N E S S E T H
  
           A. On November 4, 1997, the Board of Directors of the Company adopted a
  shareholder  rights  plan  governed  by the  terms  of a Rights  Agreement  (the
  "Original Rights Agreement") and authorized and declared a dividend distribution
  of one Right for each share of common stock,  par value $0.10 per share,  of the
  Company (the "existing  common  stock")  outstanding at the Close of Business on
  November 17, 1997 (the "Record  Date"),  and has  authorized the issuance of one
  Right (as such number may be hereinafter  adjusted  pursuant to Section 11(i) or
  11(p)  hereof) for each share of  existing  common  stock of the Company  issued
  between  the  Record  Date  (whether  originally  issued or  delivered  from the
  Company's  treasury)  and the  Distribution  Date and, in certain  circumstances
  provided in Section 22 hereof, after the Distribution Date, each Right initially
  representing  the right to purchase  one  one-thousandth  of a share of Series C
  Junior  Participating  Preferred Stock, par value $0.10 per share (the "Series C
  Preferred Shares"), of the Company having the rights, powers and preferences set
  forth in the  Exhibit A  attached  hereto,  upon the terms  and  subject  to the
  conditions hereinafter set forth (the "Original Rights").
  
           B. On April 20, 2000, the  shareholders of the Company approved certain
  amendments to the Company's  Amended and Restated  Articles of Incorporation (as
  so amended, the "Restated Charter")  authorizing the issuance of Comdisco,  Inc.
  -- Ventures  Stock (the  "Ventures  Stock") as a new series of common  stock and
  redesignating (the  "Redesignation")  each share of existing common stock as one
  share of Comdisco,  Inc. -- Comdisco Stock (the "Comdisco Stock").  As of May 4,
  2000  ("Redesignation  Date"), the Board of Directors adopted this amendment and
  restatement of the Original  Agreement  effective upon the  Redesignation (as so
  amended and restated,  the "Agreement") and, conditioned upon and simultaneously
  with the Redesignation, redesignated each Original Right as a Comdisco Right and
  authorized  the  issuance  of one  Comdisco  Right and one  Ventures  Right with
  respect to each share of Comdisco Stock and Ventures Stock,  respectively,  that
  shall  become  outstanding  (i)  after the  Redesignation  Date and  before  the
  earliest of the Distribution  Date, the Redemption Date and the Final Expiration
  Date (as such terms are  defined  in  Sections 3 and 7 hereof) or (ii) after the
  Distribution  Date but before the  earlier of the  Redemption  Date or the Final
  Expiration  Date, if such Common Share became  outstanding (A) upon the exercise
  of a stock option, (B) pursuant to any employee plan or arrangement, or (C) upon
  the  conversion or exchange of a security  which option,  plan,  arrangement  or
  security was granted,  established or issued, as the case may be, by the Company
  before the Distribution Date.
  
           Each "Comdisco Right",  as so redesignated,  will continue to represent
  the right to purchase one  one-thousandth  of a Series C Preferred  Share having
  the rights and  preferences  set forth in Exhibit A hereto,  and each  "Ventures
  Right" will  represent  the right to purchase one  one-thousandth  of a share of
  Series D Junior  Participating  Preferred  Stock, par value $0.10 per share (the
  "Series D Preferred  Shares"),  of the Company having the rights and preferences
  set forth in the  Restated  Charter,  which is attached as Exhibit A hereto,  in
  each such case upon the terms and subject to the conditions herein set forth.
  
           NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
  agreements herein set forth, the parties hereby agree as follows:
  
           Section 1.  Certain Definitions.  For purposes of this Agreement, the
                       following terms have the meanings indicated:
  
                    (a)(i) Except as provided in Clause (ii),  "Acquiring  Person"
  shall mean any Person who or which,  together with all Affiliates and Associates
  of such Person, shall be the Beneficial Owner of shares representing 15% or more
  of the total Voting Rights of all Common Stock then  outstanding,  but shall not
  include (A) the Company,  (B) any  Subsidiary  of the Company,  (C) any employee
  benefit plan of the Company or of any Subsidiary of the Company,  (D) any Person
  organized,  appointed or established by the Company for or pursuant to the terms
  of any such plan or (E) any Person who has  reported  or is  required  to report
  such ownership (but less than 25%) on Schedule 13G under the Exchange Act(or any
  comparable  or  successor  report) or on Schedule 13D under the Exchange Act (or
  any  comparable  or  successor  report)  which  Schedule  13D does not state any
  intention  to or reserve the right to control or  influence  the  management  or
  policies of the Company or engage in any of the actions  specified  in Item 4 of
  such  Schedule  (other  than the  disposition  of Common  Stock  and,  within 10
  Business Days of being requested by the Company to advise it regarding the same,
  certifies to the Company that such Person acquired shares representing in excess
  of 14.9% of the  total  Voting  Rights of all  Common  Stock  then  outstanding,
  inadvertently or without  knowledge of the terms of the Rights and who, together
  with all  Affiliates  and  Associates,  thereafter  does not acquire  additional
  shares of Common Stock while the Beneficial Owner of shares  representing 15% or
  more of the total Voting Rights of all Common Stock then outstanding,  provided,
  however, that if the Person described in this clause (E) requested to so certify
  fails to do so  within  10  Business  Days,  then such  Person  shall  become an
  Acquiring Person immediately after such 10 Business Day Period.
  
           (ii)  None of the following shall be considered an "Acquiring Person":
  
                 (A) any Person (an "Existing  Holder") who, at the  Redesignation
                 Date,  together  with  all  Affiliates  and  Associates  of  such
                 Existing Holder,  is the Beneficial Owner of shares  representing
                 20% or more of the total  Voting  Rights of all Common Stock then
                 outstanding,  until  such  time as such  Existing  Holder  or any
                 Affiliate or Associate of such  Existing  Holder shall become the
                 Beneficial Owner of any additional  shares of Common Stock or any
                 other Person who is the Beneficial Owner of any such shares shall
                 become an  Affiliate or Associate  of such  Existing  Holder,  if
                 after  giving  effect to such  additional  shares  or the  shares
                 beneficially  owned by such other Person,  such Existing  Holder,
                 together  with all  Affiliates  and  Associates  of such Existing
                 Holder,  shall be the Beneficial Owner of shares representing 30%
                 or more of the total  Voting  Rights  of all  Common  Stock  then
                 outstanding;
  
                 (B) any Person (a "Passive  Holder," which term shall include any
                 Existing  Holder)  who,  solely  as a  result  of  either  (1)  a
                 reduction  in the  number of shares of any  series  Common  Stock
                 outstanding  due to the repurchase of Common Stock by the Company
                 or (2) any  adjustment in the Voting Rights of the Ventures Stock
                 in  accordance  with the  provisions  of the  Company's  Restated
                 Charter ("Voting Rights Adjustment"), shall become, together with
                 all  Affiliates  and Associates of such Passive Holder after such
                 repurchase,  the Beneficial  Owner of shares  representing 15% or
                 more (30% or more,  in the case of any  Existing  Holder)  of the
                 total Voting Rights of all Common Stock then outstanding,  unless
                 and until such time as such  Passive  Holder or any  Affiliate or
                 Associate  of such Passive  Holder  shall  become the  Beneficial
                 Owner of any  additional  shares  of  Common  Stock or any  other
                 Person who is the Beneficial  Owner of any shares of Common Stock
                 shall become an Affiliate or Associate of such Passive Holder, if
                 after  giving  effect to such  additional  shares  or the  shares
                 beneficially  owned by such other  Person,  such Passive  Holder,
                 together  with all  Affiliates  and  Associates  of such  Passive
                 Holder,  shall be the Beneficial Owner of shares representing 15%
                 or more (30% or more, in the case of any Existing  Holder) of the
                 total Voting Rights of all Common Stock then outstanding. Each of
                 the  Existing   Holder's   successors   in  interest  that  would
                 beneficially  own, as a result of the transfer to such  successor
                 of any shares of Common Stock  beneficially  owned by an Existing
                 Holder  ("Existing  Holder Shares"),  shares  representing 15% or
                 more  of the  total  Voting  Rights  of  all  Common  Stock  then
                 outstanding  shall be treated as an Existing Holder.  An Existing
                 Holder's  successors in interest  shall be (i) the  beneficiaries
                 (whether  by testate or  intestate  succession)  of the  Existing
                 Holder's  estate and the trustee (in his  fiduciary  capacity) or
                 beneficiary  of any trust who obtains (by reason of the  Existing
                 Holder's  death)  beneficial  ownership  of any  Existing  Holder
                 Shares (ii) the  Existing  Holder's  estate,  (iii) donees of the
                 Existing Holder who are the Existing Holder's lineal  descendants
                 (including  Persons  adopted  prior  to  attaining  the age of 21
                 years) and the spouses of such lineal  descendants (iv) Qualified
                 Charitable Organizations, (v) trusts for the exclusive benefit of
                 Persons  listed  in  clauses  (iii)  and  (iv)  (including  split
                 interest  trusts and the trustee (in his  fiduciary  capacity) of
                 any such trust, (vi)  partnerships,  limited liability  companies
                 and  corporations in which the Persons listed in clause (iii) are
                 the exclusive partners, members or shareholders,  as the case may
                 be, and (vii) the Affiliates and Associates of the Persons listed
                 in the foregoing clauses (i) through (vi); or
  
                 (C) any Person who shall have become an Acquiring  Person  solely
                 as the result of either (i) an acquisition of Common Stock by the
                 Company  which,  by  reducing  the number of shares  outstanding,
                 increases the proportionate  number of shares  beneficially owned
                 by a  Person  to  shares  representing  15% or more of the  total
                 Voting Rights of all Common Stock of the Company then outstanding
                 as determined above; provided,  however, that if a Person becomes
                 the Beneficial  Owner of shares  representing  15% or more of the
                 total  Voting  Rights of all  Common  Stock of the  Company  then
                 outstanding  (as determined  above) solely by reason of purchases
                 of the  Common  Stock by the  Company  or as a result of a Voting
                 Rights Adjustment and shall,  after such purchases by the Company
                 or such Voting Rights Adjustment,  become the Beneficial Owner of
                 any  additional  shares of Common Stock by any means  whatsoever,
                 then such Person shall be deemed to be an Acquiring Person.
  
                   (b) "Adverse  Person"  shall mean any Person  declared to be an
                   Adverse  Person by the Board of  Directors  upon  determination
                   that the  criteria set forth in Section  11(a)(ii)(B)  apply to
                   such  Person;  provided,  however,  that the Board of Directors
                   shall not declare any Existing  Holder to be an Adverse Person;
                   provided,  further,  that the  Board  of  Directors  shall  not
                   declare  any  Person  who is the  Beneficial  Owner  of  shares
                   representing  10% or more of the  total  Voting  Rights  of all
                   Common Stock of the Company then  outstanding  to be an Adverse
                   Person if such  Person has  reported  or is  required to report
                   such  ownership  on Schedule 13G under the Exchange Act (or any
                   comparable  or  successor  report) or on Schedule 13D under the
                   Exchange  Act (or any  comparable  or successor  report)  which
                   Schedule  13D does not state any  intention  to or reserve  the
                   right to control or influence the management or policies of the
                   Company or engage in any of the actions  specified in Item 4 of
                   such Schedule  (other than the  disposition of Common Stock) so
                   long as such Person  neither  reports nor is required to report
                   such  ownership  other  than as  described  in this  proviso to
                   Section 1(b).
  
                   (c)  "Affiliate"  and  "Associate"  shall  have the  respective
                   meanings  ascribed  to such terms in Rule 12b-2 of the  General
                   Rules and  Regulations  under the  Securities  Exchange  Act of
                   1934, as amended and as in effect on the date of this Agreement
                   (the "Exchange Act").
  
                   (d) A Person  shall be deemed  the  "Beneficial  Owner" of, and
                   shall be deemed to "beneficially own," any securities:
  
                   (i) which such  Person or any of such  Person's  Affiliates  or
                   Associates,  directly or  indirectly,  has the right to acquire
                   (whether such right is  exercisable  immediately  or only after
                   the passage of time) pursuant to any agreement,  arrangement or
                   understanding  (whether or not in writing) or upon the exercise
                   of conversion rights,  exchange rights, other rights,  warrants
                   or options,  or  otherwise;  provided,  however,  that a Person
                   shall  not  be  deemed  the   "Beneficial   Owner"  of,  or  to
                   "beneficially  own,"  (A)  securities  tendered  pursuant  to a
                   tender or  exchange  offer  made by such  Person or any of such
                   Person's   Affiliates   or   Associates   until  such  tendered
                   securities  are  accepted  for  purchase  or  exchange,  or (B)
                   securities  issuable  upon exercise of Rights at any time prior
                   to the  occurrence  of a Triggering  Event,  or (C)  securities
                   issuable upon exercise of Rights from and after the  occurrence
                   of a Triggering Event which Rights were acquired by such Person
                   or any of such Person's  Affiliates or Associates  prior to the
                   Distribution Date or pursuant to Section 3(a) hereof or Section
                   22 hereof (the "Original  Rights") or pursuant to Section 11(i)
                   or 11(p)  hereof in  connection  with an  adjustment  made with
                   respect to any Original Rights;
  
                   (ii) which such Person or any of such  Person's  Affiliates  or
                   Associates,  directly or  indirectly,  has the right to vote or
                   dispose  of or has  "beneficial  ownership"  of (as  determined
                   pursuant  to Rule 13d-3 of the  General  Rules and  Regulations
                   under the Exchange Act),  including  pursuant to any agreement,
                   arrangement  or  understanding,  whether  or  not  in  writing;
                   provided,  however,  that a  Person  shall  not be  deemed  the
                   "Beneficial  Owner" of, or to "beneficially  own," any security
                   under  this  subparagraph  (ii) as a  result  of an  agreement,
                   arrangement  or  understanding  to vote such  security  if such
                   agreement, arrangement or understanding: (A) arises solely from
                   a  revocable  proxy  given in  response  to a  public  proxy or
                   consent  solicitation made pursuant to, and in accordance with,
                   the applicable  provisions of the General Rules and Regulations
                   under the Exchange Act, and (B) is not also then  reportable by
                   such  Person on  Schedule  13D under the  Exchange  Act (or any
                   comparable or successor report); or
  
                   (iii) which are beneficially owned, directly or indirectly,  by
                   any other Person (or any  Affiliate or Associate  thereof) with
                   which  such  Person  (or any of  such  Person's  Affiliates  or
                   Associates)  has any agreement,  arrangement  or  understanding
                   (whether  or not in  writing),  for the  purpose of  acquiring,
                   holding,  voting  (except  pursuant  to a  revocable  proxy  as
                   described in the proviso to subparagraph (ii) of this paragraph
                   (d)) or  disposing  of any voting  securities  of the  Company;
                   provided,  however,  that nothing in this  paragraph  (d) shall
                   cause  a  Person  engaged  in  business  as an  underwriter  of
                   securities to be the "Beneficial Owner" of, or to "beneficially
                   own,"   any   securities   acquired   through   such   Person's
                   participation  in good faith in a firm commitment  underwriting
                   until  the  expiration  of 40  days  after  the  date  of  such
                   acquisition.
  
                   (e)  "Business  Day" shall mean any day other than a  Saturday,
                   Sunday or a day on which banking  institutions  in the State of
                   New York or the city in which the office of the Rights Agent is
                   located are  authorized or obligated by law or executive  order
                   to close.  (f) "Close of Business" on any given date shall mean
                   5:00 P.M., New York City time, on such date; provided, however,
                   that if such  date is not a  Business  Day it shall  mean  5:00
                   P.M., New York City time, on the next succeeding Business Day.
  
                   (g) "Comdisco  Right" shall be the meaning set forth in Recital
                   B of this Agreement.
  
                   (h) "Comdisco  Stock" shall be the meaning set forth in Recital
                   B of this Agreement.
  
                   (i) "Common  Stock" when used in reference to the Company shall
                   mean shares of Comdisco  Stock and/or  Ventures  Stock,  as the
                   context  requires,  or other  shares  of  capital  stock of the
                   Company into which  Comdisco  Stock or Ventures  Stock shall be
                   re-classified  or  changed.   "Common  Stock"  when  used  with
                   reference to any Person  other than the Company  shall mean the
                   capital stock of such Person with the greatest voting power, or
                   the equity  securities or other equity interest having power to
                   control or direct the management, of such Person.
  
                   (j) "Current  Market Price" shall have the meaning  ascribed to
                   such term in Section 11(d) hereof.
  
                   (k)  "Person"  shall mean any  individual,  firm,  corporation,
                   partnership,  limited liability company,  trust or other entity
                   and shall  include any  successor  (by merger or  otherwise) to
                   such entity.
  
                   (m) "Preferred  Stock" shall mean the Series C Preferred Shares
                   and/or the Series F Preferred  Shares, as the context requires,
                   and, to the extent there are not sufficient  Series C Preferred
                   Shares or Series D Preferred  Shares  authorized to permit full
                   exercise of the Rights,  any other series of  Preferred  Stock,
                   par value $0.10 per share,  of the Company  designated for such
                   purpose containing terms substantially  similar to the terms of
                   Series  C  Preferred  Shares  or  Series  D  Preferred  Shares,
                   respectively.
  
                   (n) "Qualified Charitable Organization" shall mean a charitable
                   organization  described  in  all  of  Section  170(c),  Section
                   2055(a) and Section  2522(a) of the  Internal  Revenue  Code of
                   1986,  as amended (or any  successor  or  substitute  statute),
                   contributions to which are deductible for United States income,
                   estate and gift tax  purposes at the time of any transfer to or
                   for the benefit of or in trust for such organization.
  
                   (o)  "Section  11  Event"  shall  mean any event  described  in
                   Section 11(a)(ii)(A) or (B).
  
                   (p)  "Section  13  Event"  shall  mean any event  described  in
                   clauses (x), (y) or (z) of Section 13(a) hereof.
  
                   (q) "Series C Preferred Stock" shall have the meaning set forth
                   in Recital A of this Agreement.
  
                   (r) "Series D Preferred Stock" shall have the meaning set forth
                   in Recital B of this Agreement.
  
                   (s)  "Stock  Acquisition  Date"  shall  mean the first  date of
                   public  announcement  (which,  for purposes of this definition,
                   shall include,  without limitation,  a report filed pursuant to
                   Section  13(d)  under the  Exchange  Act) by the  Company or an
                   Acquiring Person that an Acquiring Person has become such.
  
                   (t) "Subsidiary"  shall mean, with reference to any Person, any
                   corporation of which an amount of voting securities  sufficient
                   to  elect  at  least  a  majority  of  the  directors  of  such
                   corporation is beneficially owned,  directly or indirectly,  by
                   such Person, or otherwise controlled by such Person.
  
                   (u)  "Triggering  Event" shall mean any Section 11 Event or any
                   Section 13 Event.
  
                   (v)  "Ventures  Stock"  shall  have the  meaning  set  forth in
                   Recital B of this Agreement a series of Common Stock registered
                   with  the  Securities  and  Exchange   Commission  (the  "SEC")
                   designated as such.
  
                   (x)  "Ventures  Rights"  shall  have the  meaning  set forth in
                   Recital B of this Agreement.
  
                   (y) "Voting  Rights"  when used with  reference  to the capital
                   stock of, or units of equity interest in, any Person shall mean
                   the  number  of  votes  entitled  to be cast  generally  in the
                   election  of  directors  of such  Person  (if such  Person is a
                   corporation) or to participate in the management and control of
                   such Person (if such Person is not a corporation).
  
           Section 2. Appointment of Rights Agent. The Company hereby appoints the
  Rights  Agent to act as agent for the Company in  accordance  with the terms and
  conditions  hereof,  and the Rights Agent hereby accepts such  appointment.  The
  Company  may from  time to time  appoint  such  Co-Rights  Agents as it may deem
  necessary or desirable. The Rights Agent shall have no duty to supervise, and in
  no event shall be liable for, the acts or omissions of any such co-Rights Agent.
  
           Section 3.  Issue of Rights Certificates.
  
                    (a) Until the  earliest  of (i) the Close of  Business  on the
  tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock
  Acquisition  Date occurs  before the Record  Date,  the Close of Business on the
  Record  Date),  (ii) the Close of  Business on the tenth  Business  Day (or such
  later  date as the Board of  Directors  shall  determine)  after the date that a
  tender or exchange  offer by any Person (other than the Company,  any Subsidiary
  of the Company, any employee benefit plan of the Company or of any Subsidiary of
  the Company or any Person organized, appointed or established by the Company for
  or pursuant to the terms of any such plan) is first  published  or sent or given
  within the meaning of Rule 14d-2(a) of the General Rules and  Regulations  under
  the  Exchange  Act,  if upon  consummation  thereof,  such  Person  would be the
  Beneficial  Owner of 15% or more of the total Voting  Rights of all Common Stock
  then  outstanding or (iii) the Close of Business on the tenth Business Day after
  the Board of Directors determines, pursuant to the criteria set forth in Section
  11(a)(ii)(B)  hereof,  that a Person is an Adverse  Person (the earliest of (i),
  (ii) and (iii) being herein  referred to as the  "Distribution  Date"),  (x) the
  Rights will be evidenced  (subject to the  provisions  of paragraph  (b) of this
  Section 3) by the  certificates  for the Common Stock registered in the names of
  the holders of the Common  Stock (which  certificates  for Common Stock shall be
  deemed also to be certificates for their respective  Rights) and not by separate
  certificates,  and (y) the Rights will be  transferable  only in connection with
  the transfer of the underlying  shares of the Common Stock (including a transfer
  to the Company).  As soon as practicable after the Distribution Date, the Rights
  Agent will send by  first-class,  insured,  postage prepaid mail, to each record
  holder of the Common Stock as of the Close of Business on the Distribution Date,
  at the address of such holder shown on the records of the  Company,  one or more
  right certificates,  (the "Rights Certificates"),  evidencing one Right for each
  share of Common Stock so held,  subject to adjustment as provided herein. In the
  event that an  adjustment  in the number of Rights per share of Common Stock has
  been made pursuant to Section 11(i) or 11(p) hereof, at the time of distribution
  of the Rights Certificates, the Company shall make the necessary and appropriate
  rounding  adjustments  (in accordance  with Section 14(a) hereof) so that Rights
  Certificates  representing only whole numbers of Rights are distributed and cash
  is paid in lieu of any fractional Rights. As of and after the Distribution Date,
  the Rights will be evidenced solely by such Rights Certificates.
  
                    (b)  With  respect  to  certificates  for the  Comdisco  Stock
  outstanding  as of the  Redesignation  Date,  until the  Distribution  Date, the
  Rights will be evidenced  by such  certificates  for the Comdisco  Stock and the
  registered holders of the Comdisco Stock shall also be the registered holders of
  the  associated  Rights.  Until  the  earlier  of the  Distribution  Date or the
  Expiration  Date (as such term is defined in Section 7 hereof),  the transfer of
  any  certificates  representing  shares of  Comdisco  Stock in  respect of which
  Rights  have been  issued  shall  also  constitute  the  transfer  of the Rights
  associated with such shares of Comdisco Stock.
  
                    (c) Rights  shall be issued in respect of all shares of Common
  Stock  which  are  issued  (whether  originally  issued  or  delivered  from the
  Company's treasury) after the Redesignation Date but prior to the earlier of the
  Distribution Date or the Expiration Date or, in certain  circumstances  provided
  in Section 22 hereof,  after the Distribution  Date.  Certificates  representing
  such shares of Common Stock shall also be deemed to be certificates  for Rights,
  and shall bear the following legend:
  
           This  certificate  also  evidences  and entitles  the holder  hereof to
           certain Rights as set forth in the Rights Agreement  between  Comdisco,
           Inc. (the  "Company") and  ChaseMellon  Shareholder  Services,  L.L.C.,
           dated as of November 17, 1997,  as amended on May 4, 2000 and from time
           to time further  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   offices  of  the  Company.   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  Company  will  mail to the  holder  of this
           certificate a copy of the Rights Agreement, as in effect on the date of
           mailing,  without charge  promptly  after receipt of a written  request
           therefor.   Under  certain   circumstances  set  forth  in  the  Rights
           Agreement,  Rights  issued  to, or held by,  any  Person who is, was or
           becomes an Acquiring  Person or an Adverse  Person or any  Affiliate or
           Associate thereof (as such terms are defined in the Rights  Agreement),
           whether  currently  held  by or on  behalf  of  such  Person  or by any
           subsequent holder, may become null and void.
  
  With respect to such  certificates  containing the foregoing  legend,  until the
  earlier of (i) the  Distribution  Date or (ii) the  Expiration  Date, the Rights
  associated  with the Comdisco Stock  represented by such  certificates  shall be
  evidenced by such  certificates  alone and registered  holders of Comdisco Stock
  shall also be the registered  holders of the associated Rights, and the transfer
  of any of such  certificates  shall also  constitute  the transfer of the Rights
  associated with the Comdisco Stock represented by such certificates.
  
           Section 4.  Form of Rights Certificates.
           ---------------------------------------
  
                    (a) The  Rights  Certificates  (and the forms of  election  to
  purchase and of assignment to be printed on the reverse  thereof)  shall each be
  substantially  in the form set forth in  Exhibit  B-1 (in the case of a Comdisco
  Right) or Exhibit  B-2 hereto  (in the case of a Venture  Right)  hereto and may
  have such marks of identification or designation and such legends,  summaries or
  endorsements  printed thereon as the Company may deem  appropriate  which do not
  affect  the  duties  or  responsibilities  of the  Rights  Agent  and as are not
  inconsistent  with the  provisions of this  Agreement,  or as may be required to
  comply with any  applicable  law or with any rule or  regulation  made  pursuant
  thereto or with any rule or regulation of any stock exchange on which the Rights
  may  from  time to time be  listed,  or to  conform  to  usage.  Subject  to the
  provisions  of Section  11 and  Section  22  hereof,  the  Rights  Certificates,
  whenever  distributed,  shall be dated as of the  Record  Date and on their face
  shall entitle the holders thereof to purchase such number of one one-thousandths
  of a share of  Preferred  Stock as shall be set forth  therein  at the price set
  forth  therein  (such  exercise  price per one  one-thousandth  of a share,  the
  "Purchase  Price"),  but the amount and type of securities  purchasable upon the
  exercise  of each  Right and the  Purchase  Price  thereof  shall be  subject to
  adjustment as provided herein.
  
                    (b) Any Rights  Certificate issued pursuant to Section 3(a) or
  Section 22 hereof that represents Rights  beneficially owned by (i) an Acquiring
  Person,  an Adverse Person or any Associate or Affiliate of an Acquiring  Person
  or Adverse  Person,  (ii) a transferee of an Acquiring  Person or Adverse Person
  (or of any such  Associate  or  Affiliate)  who becomes a  transferee  after the
  Acquiring  Person or Adverse  Person  becomes  such, or (iii) a transferee of an
  Acquiring  Person or Adverse  Person (or of any such Associate or Affiliate) who
  becomes a  transferee  prior to or  concurrently  with the  Acquiring  Person or
  Adverse Person  becoming such and receives such Rights  pursuant to either (A) a
  transfer (whether or not for consideration) from the Acquiring Person or Adverse
  Person to holders of equity interests in such Acquiring Person or Adverse Person
  or to any  Person  with whom such  Acquiring  Person or  Adverse  Person has any
  continuing  agreement,  arrangement or  understanding  regarding the transferred
  Rights or (B) a  transfer  which  the  Board of  Directors  of the  Company  has
  determined  is part of a  plan,  arrangement  or  understanding  which  has as a
  primary  purpose or effect the avoidance of Section 7(e) hereof,  and any Rights
  Certificate  issued  pursuant to Section 6 or Section 11 hereof  upon  transfer,
  exchange,  replacement or adjustment of any other Rights Certificate referred to
  in this sentence, shall contain (to the extent feasible) the following legend:
  
                    The Rights  represented by this Rights Certificate are or were
           beneficially  owned by a Person who was or became an Acquiring  Person,
           Adverse  Person or an Affiliate or Associate of an Acquiring  Person or
           Adverse  Person  (as such terms are  defined in the Rights  Agreement).
           Accordingly,  this Rights Certificate and the Rights represented hereby
           may become null and void in the circumstances specified in Section 7(e)
           of such Agreement.
  
           Section 5.  Countersignature and Registration.
           ---------------------------------------------
  
                    (a) The Rights Certificates shall be executed on behalf of the
  Company by its  Chairman  of the Board,  its  President  or any Vice  President,
  either  manually or by facsimile  signature,  and shall have affixed thereto the
  Company's  seal or a facsimile  thereof which shall be attested by the Secretary
  or an  Assistant  Secretary  of the  Company,  either  manually or by  facsimile
  signature.  The Rights  Certificates shall be countersigned by the Rights Agent,
  either  manually  or by  facsimile  signature,  and  shall  not be valid for any
  purpose  unless so  countersigned.  In case any officer of the Company who shall
  have signed any of the Rights Certificates shall cease to be such officer of the
  Company before countersignature by the Rights Agent and issuance and delivery by
  the Company, such Rights Certificates, nevertheless, may be countersigned by the
  Rights  Agent and issued and  delivered  by the Company  with the same force and
  effect as though the person who signed such Rights  Certificates  had not ceased
  to be such officer of the Company;  and any Rights  Certificate may be signed on
  behalf of the Company by any person who, at the actual date of the  execution of
  such Rights  Certificate,  shall be a proper officer of the Company to sign such
  Rights  Certificate,  although  at the  date of the  execution  of  this  Rights
  Agreement any such person was not such an officer.
  
                    (b) Following the Distribution  Date and receipt by the Rights
  Agent of all  necessary  information,  the Rights Agent will keep or cause to be
  kept, at its office or offices designated as the appropriate place for surrender
  of Rights  Certificates  upon exercise or transfer,  books for  registration and
  transfer of the Rights Certificates issued hereunder.  Such books shall show the
  names and addresses of the respective  holders of the Rights  Certificates,  the
  number of Rights  evidenced on its face by each of the Rights  Certificates  and
  the date of each of the Rights Certificates.
  
           Section 6.  Transfer, Split Up, Combination and Exchange of Rights
  Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
  
                    (a) Subject to the  provisions of Section  4(b),  Section 7(e)
  and  Section  14  hereof,  at any  time  after  the  Close  of  Business  on the
  Distribution  Date,  and at or prior to the Close of Business on the  Expiration
  Date, any Rights  Certificate or  Certificates  (other than Rights  Certificates
  representing  Rights that have been exchanged pursuant to Section 24 hereof) may
  be transferred,  split up, combined or exchanged for another Rights  Certificate
  or  Certificates,  entitling the registered  holder to purchase a like number of
  one  one-thousandths  of a share of Preferred Stock (or,  following a Triggering
  Event, such Common Stock,  other  securities,  cash or other assets, as the case
  may be) as the Rights Certificate or Certificates surrendered then entitled such
  holder (or former holder in the case of a transfer) to purchase.  Any registered
  holder  desiring  to  transfer,   split  up,  combine  or  exchange  any  Rights
  Certificate or Certificates  shall make such request in writing delivered to the
  Rights Agent,  and shall surrender the Rights  Certificate or Certificates to be
  transferred,  split up,  combined or  exchanged  at the office or offices of the
  Rights  Agent  designated  for such  purpose.  Neither the Rights  Agent nor the
  Company  shall be  obligated to take any action  whatsoever  with respect to the
  transfer of any such surrendered  Rights  Certificate or Certificates  until the
  registered  holder shall have completed and signed the certificate  contained in
  the form of assignment set forth on the reverse side of such Rights  Certificate
  and  shall  have  provided  such  additional  evidence  of the  identity  of the
  Beneficial  Owner (or  former  Beneficial  Owner) or  Affiliates  or  Associates
  thereof as the Company  shall  reasonably  request.  Thereupon  the Rights Agent
  shall, subject to Sections 4(b), 7(e), 14 and 24 hereof, countersign and deliver
  to the Person entitled thereto a Rights Certificate or Certificates, as the case
  may be, as so requested.  The Company may require payment of a sum sufficient to
  cover any tax or charge  that may be imposed in  connection  with any  transfer,
  split up, combination or exchange of Rights Certificates. The Rights Agent shall
  have no duty or obligation  under this Section  unless and until it is satisfied
  that any such taxes and/or charges have been paid.
  
                    (b)  Upon  receipt  by the  Company  and the  Rights  Agent of
  evidence  reasonably  satisfactory  to them of the loss,  theft,  destruction or
  mutilation of a Rights Certificate,  and, in case of loss, theft or destruction,
  of indemnity or security  satisfactory to them, and reimbursement to the Company
  and the Rights Agent of all reasonable  expenses  incidental  thereto,  and upon
  surrender  to the Rights Agent and  cancellation  of the Rights  Certificate  if
  mutilated, the Company will execute and deliver a new Rights Certificate of like
  tenor to the Rights Agent for  countersignature  and delivery to the  registered
  owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.
  
           Section 7.  Exercise of Rights; Purchase Price; Expiration Date of
                       Rights.
  
                    (a) Subject to Section 7(e) hereof,  the registered  holder of
  any Rights  Certificate  may exercise the Rights  evidenced  thereby  (except as
  otherwise  provided herein including,  without  limitation,  the restrictions on
  exercisability  set forth in Section 9(c),  Section 11(a)(iii) and Section 23(a)
  hereof)  in  whole or in part at any  time  after  the  Distribution  Date  upon
  surrender of the Rights  Certificate,  with the form of election to purchase and
  the certificate on the reverse side thereof duly and properly  executed,  to the
  Rights  Agent at the office or offices of the Rights Agent  designated  for such
  purpose,  together with payment of the aggregate  Purchase Price with respect to
  the total number of one  one-thousandths of a share of Preferred Stock (or other
  securities,  cash  or  other  assets,  as the  case  may  be) as to  which  such
  surrendered Rights are then exercisable,  at or prior to the earliest of (i) the
  Close of Business on November 17, 2007 (the "Final Expiration  Date"),  (ii) the
  time at which the Rights  are  redeemed  as  provided  in Section 23 hereof,  or
  (iii), the time at which such Rights are exchanged pursuant to Section 24 hereof
  (the earliest of (i), (ii) and (iii) being herein referred to as the "Expiration
  Date").
  
                    (b) The Purchase Price for each one  one-thousandth of a share
  of Series C Preferred  Stock  pursuant to the exercise of a Comdisco Right shall
  initially  be $75 (as  adjusted,  the "Series C Purchase  Price").  The Purchase
  Price  for  each one  one-thousandth  of a share of  Series  D  Preferred  Stock
  pursuant  to the  exercise  of a  Ventures  Right  shall  initially  be $180 (as
  adjusted,  the "Series D Purchase  Price").  The Series C Purchase Price and the
  Series D Purchase Price and shall be subject to adjustment  from time to time as
  provided in Sections 11 and 13(a) hereof and shall be payable in accordance with
  paragraph (c) below.  References in this Agreement to the "Purchase Price" shall
  mean the Series C Purchase  Price  and/or  the Series D Purchase  Price,  as the
  context requires.
  
           (c) Upon  receipt  of a  Rights  Certificate  representing  exercisable
  Rights, with the form of election to purchase and the certificate on the reverse
  side thereof duly and properly executed, accompanied by payment, with respect to
  each Right so exercised, of the Purchase Price per one one-thousandth of a share
  of Preferred Stock (or other shares,  securities,  cash or other assets,  as the
  case may be) to be  purchased  as set forth  below  and an  amount  equal to any
  applicable  tax or charge,  the Rights  Agent  shall,  subject to Section  20(k)
  hereof,  thereupon  promptly (i) (A) requisition  from any transfer agent of the
  shares  of  Preferred  Stock  (or make  available,  if the  Rights  Agent is the
  transfer  agent  for such  shares)  certificates  for the  total  number  of one
  one-thousandths  of a share of Preferred Stock to be purchased,  and the Company
  hereby  irrevocably  authorizes  its  transfer  agent  to  comply  with all such
  requests,  or (B) if the Company  shall have elected to deposit the total number
  of shares of Preferred Stock issuable upon exercise of the Rights hereunder with
  a depositary  agent,  requisition from the depositary agent depositary  receipts
  representing such number of one one-thousandths of a share of Preferred Stock as
  are to be  purchased  (in which case  certificates  for the shares of  Preferred
  Stock represented by such receipts shall be deposited by the transfer agent with
  the depositary agent) and the Company will direct the depositary agent to comply
  with such request, (ii) requisition from the Company the amount of cash, if any,
  to be paid in lieu of fractional  shares in  accordance  with Section 14 hereof,
  (iii) after receipt of such certificates or depositary receipts,  cause the same
  to be  delivered  to or upon the order of the  registered  holder of such Rights
  Certificate,  registered  in such  name or  names as may be  designated  by such
  holder,  and (iv) after receipt  thereof,  deliver such cash, if any, to or upon
  the order of the registered  holder of such Rights  Certificate.  The payment of
  the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)
  hereof)  shall be made in cash or by certified  bank check or bank draft payable
  to the order of the Company. In the event that the Company is obligated to issue
  other  securities  (including  Common  Stock) of the  Company,  pay cash  and/or
  distribute  other  property  pursuant to Section 11(a) hereof,  the Company will
  make all arrangements necessary so that such other securities, cash and/or other
  property  are  available  for  distribution  by the  Rights  Agent,  if and when
  appropriate.  The Company  reserves the right to require prior to the occurrence
  of a Triggering  Event that, upon any exercise of Rights,  a number of Rights be
  exercised so that only whole shares of Preferred Stock would be issued.
  
                    (d) In case the  registered  holder of any Rights  Certificate
  shall  exercise  less  than  all the  Rights  evidenced  thereby,  a new  Rights
  Certificate  evidencing  Rights  equivalent to the Rights remaining  unexercised
  shall be issued by the Rights Agent and  delivered to, or upon the order of, the
  registered holder of such Rights  Certificate,  registered in such name or names
  as may be  designated  by such holder,  subject to the  provisions of Section 14
  hereof.
  
                    (e)   Notwithstanding   anything  in  this  Agreement  to  the
  contrary,  from and after the first occurrence of a Section 11 Event, any Rights
  beneficially owned by (i) an Acquiring Person, an Adverse Person or an Associate
  or Affiliate of an Acquiring  Person or Adverse Person,  (ii) a transferee of an
  Acquiring  Person or Adverse  Person (or of any such Associate or Affiliate) who
  becomes a transferee  after the Acquiring Person or Adverse Person becomes such,
  or (iii) a transferee of an Acquiring  Person or Adverse  Person (or of any such
  Associate or Affiliate) who becomes a transferee  prior to or concurrently  with
  the Acquiring  Person or Adverse  Person  becoming such and receives such Rights
  pursuant to either (A) a transfer  (whether or not for  consideration)  from the
  Acquiring  Person or  Adverse  Person to  holders  of equity  interests  in such
  Acquiring  Person or  Adverse  Person or to any Person  with whom the  Acquiring
  Person  or  Adverse  Person  has  any  continuing   agreement,   arrangement  or
  understanding regarding the transferred Rights or (B) a transfer which the Board
  of Directors of the Company has  determined  is part of a plan,  arrangement  or
  understanding  which has as a primary  purpose or effect the  avoidance  of this
  Section  7(e),  shall  become null and void without any further  action,  and no
  holder of such  Rights  shall have any rights  whatsoever  with  respect to such
  Rights, whether under any provision of this Agreement or otherwise.  The Company
  shall use all  reasonable  efforts to insure that the provisions of this Section
  7(e) and Section 4(b) hereof are complied  with,  but shall have no liability to
  any holder of Rights  Certificates or other Person as a result of its failure to
  make any determinations with respect to an Acquiring Person or Adverse Person or
  any of their respective Affiliates, Associates or transferees hereunder.
  
                    (f)   Notwithstanding   anything  in  this  Agreement  to  the
  contrary,  neither  the  Rights  Agent nor the  Company  shall be  obligated  to
  undertake any action with respect to a registered  holder upon the occurrence of
  any  purported  exercise as set forth in this  Section 7 unless such  registered
  holder shall have (i) completed and signed the certificate contained in the form
  of election to purchase set forth on the reverse side of the Rights  Certificate
  surrendered for such exercise, and (ii) provided such additional evidence of the
  identity of the Beneficial Owner (or former  Beneficial  Owner) or Affiliates or
  Associates thereof as the Company or the Rights Agent shall reasonably request.
  
           Section 8.  Cancellation  and Destruction of Rights  Certificates.  All
  Rights Certificates surrendered for the purpose of exercise, transfer, split up,
  combination  or  exchange  shall,  if  surrendered  to the Company or any of its
  agents,  be delivered to the Rights Agent for cancellation or in cancelled form,
  or, if surrendered to the Rights Agent,  shall be cancelled by it, and no Rights
  Certificates  shall be issued in lieu thereof  except as expressly  permitted by
  any of the provisions of this Agreement. The Company shall deliver to the Rights
  Agent for cancellation and retirement,  and the Rights Agent shall so cancel and
  retire,  any other  Rights  Certificate  purchased  or  acquired  by the Company
  otherwise  than upon the exercise  thereof.  The Rights Agent shall  deliver all
  cancelled Rights  Certificates to the Company,  or shall, at the written request
  of the Company,  destroy such cancelled  Rights  Certificates,  and in such case
  shall deliver a certificate of destruction thereof to the Company.
  
           Section 9.  Reservation and Availability of Capital Stock.
           ---------------------------------------------------------
  
                    (a) The Company  covenants and agrees that it will cause to be
  reserved  and kept  available  out of its  authorized  and  unissued  shares  of
  Preferred Stock (and, following the occurrence of a Triggering Event, out of its
  authorized and unissued shares of Common Stock and/or other securities or out of
  any  authorized  and issued  shares of Common Stock held in its  treasury),  the
  number of  shares  of  Preferred  Stock  (and,  following  the  occurrence  of a
  Triggering  Event,  shares of Common  Stock and/or other  securities)  that,  as
  provided  in  this  Agreement  including  Section  11(a)(iii)  hereof,  will  be
  sufficient to permit the exercise in full of all outstanding Rights.
  
                    (b) So long as the shares of Preferred  Stock (and,  following
  the  occurrence  of a  Triggering  Event,  shares of Common  Stock  and/or other
  securities)  issuable  and  deliverable  upon the  exercise of the Rights may be
  listed on any  national  securities  exchange,  the  Company  shall use its best
  efforts to cause, from and after such time as the Rights become exercisable (but
  only  to the  extent  that it is  reasonably  likely  that  the  Rights  will be
  exercised),  all shares reserved for such issuance to be listed on such exchange
  upon official notice of issuance upon such exercise.
  
                    (c) The  Company  shall use its best  efforts to (i) file,  as
  soon as practicable  following the earliest date after the first occurrence of a
  Section 11 Event on which the  consideration to be delivered by the Company upon
  exercise of the Rights has been determined pursuant to this Agreement (including
  in accordance with Section 11(a)(iii)  hereof), or as soon as is required by law
  following the  Distribution  Date, as the case may be, a registration  statement
  under the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  with
  respect  to  the  securities  purchasable  upon  exercise  of the  Rights  on an
  appropriate form, (ii) cause such registration  statement to become effective as
  soon as  practicable  after  such  filing,  and (iii)  cause  such  registration
  statement  to remain  effective  (with a  prospectus  at all times  meeting  the
  requirements  of the  Securities  Act)  until the  earlier of (A) the date as of
  which the  Rights are no longer  exercisable  for such  securities,  and (B) the
  Expiration  Date.  The Company will also take such action as may be  appropriate
  under,  or to ensure  compliance  with, the securities or "blue sky" laws of the
  various states in connection with the  exercisability of the Rights. The Company
  may  temporarily  suspend,  for a period of time not to exceed  ninety (90) days
  after the date set forth in clause  (i) of the first  sentence  of this  Section
  9(c),  the  exercisability  of the  Rights  in order to  prepare  and file  such
  registration  statement  and  permit  it to  become  effective.  Upon  any  such
  suspension,  the Company  shall  issue a public  announcement  stating  that the
  exercisability of the Rights has been temporarily suspended, as well as a public
  announcement  at such time as the suspension is no longer in effect in each case
  with prompt  notice  thereof to the Rights  Agent.  In addition,  if the Company
  shall  determine  that  a  registration  statement  is  required  following  the
  Distribution Date, the Company may temporarily suspend the exercisability of the
  Rights until such time as a registration  statement has been declared  effective
  with  notice  of  such  suspension  to the  Rights  Agent.  Notwithstanding  any
  provision of this Agreement to the contrary, the Rights shall not be exercisable
  in any jurisdiction if the requisite  qualification in such  jurisdiction  shall
  not have been  obtained or the exercise  thereof  shall not be  permitted  under
  applicable  law  or a  registration  statement  shall  not  have  been  declared
  effective.
  
                    (d) The  Company  covenants  and agrees  that it will take all
  such  action as may be  necessary  to ensure that all one  one-thousandths  of a
  share of Preferred Stock (and,  following the occurrence of a Triggering  Event,
  shares of Common Stock  and/or  other  securities)  delivered  upon  exercise of
  Rights  shall,  at the time of  delivery  of the  certificates  for such  shares
  (subject to payment of the Purchase Price),  be duly and validly  authorized and
  issued and fully paid and nonassessable.
  
                    (e) The Company further  covenants and agrees that it will pay
  when due and  payable  any and all taxes and  charges  which may be  payable  in
  respect  of the  issuance  or  delivery  of the Rights  Certificates  and of any
  certificates for a number of one  one-thousandths  of a share of Preferred Stock
  (or Common Stock and/or other securities,  as the case may be) upon the exercise
  of Rights. The Company shall not, however,  be required to pay any tax or charge
  which  may be  payable  in  respect  of  any  transfer  or  delivery  of  Rights
  Certificates  to a Person other than, or the issuance or delivery of a number of
  one  one-thousandths of a share of Preferred Stock (or Common Stock and/or other
  securities,  as the case may be) in  respect  of a name  other than that of, the
  registered holder of the Rights  Certificates  evidencing Rights surrendered for
  exercise  or  to  issue  or  deliver  any  certificates  for  a  number  of  one
  one-thousandths  of a share of  Preferred  Stock (or Common  Stock  and/or other
  securities,  as the case may be) in a name  other  than  that of the  registered
  holder upon the  exercise of any Rights until such tax or charge shall have been
  paid  (any  such tax or  charge  being  payable  by the  holder  of such  Rights
  Certificates  at the time of surrender) or until it has been  established to the
  Company's satisfaction that no such tax or charge is due.
  
           Section 10.  Preferred Stock Record Date. Each person in whose name any
  certificate  for a number of one  one-thousandths  of a share of Preferred Stock
  (or Common Stock and/or other securities, as the case may be) is issued upon the
  exercise of Rights shall for all purposes be deemed to have become the holder of
  record of such  fractional  shares of  Preferred  Stock (or Common  Stock and/or
  other  securities,  as the  case  may  be)  represented  thereby  on,  and  such
  certificate  shall  be  dated,  the  date  upon  which  the  Rights  Certificate
  evidencing  such Rights was duly  surrendered  and payment of the Purchase Price
  (and all applicable transfer taxes or charges) was made; provided, however, that
  if the date of such  surrender  and  payment is a date upon which the  Preferred
  Stock (or Common  Stock and/or  other  securities,  as the case may be) transfer
  books of the Company are closed,  such Person shall be deemed to have become the
  record holder of such shares  (fractional or otherwise) on, and such certificate
  shall be dated,  the next  succeeding  Business Day on which the Preferred Stock
  (or Common Stock and/or other securities,  as the case may be) transfer books of
  the Company are open. Prior to the exercise of the Rights evidenced thereby, the
  holder  of a  Rights  Certificate  shall  not be  entitled  to any  rights  of a
  stockholder  of the Company with respect to shares for which the Rights shall be
  exercisable,  including,  without  limitation,  the  right to vote,  to  receive
  dividends or other distributions or to exercise any preemptive rights, and shall
  not be entitled to receive any notice of any proceedings of the Company,  except
  as provided herein.
  
           Section 11. Adjustment of Purchase Price,  Number and Kind of Shares or
  Number of Rights.  The Purchase Price,  the number and kind of shares covered by
  each Right and the number of Rights  outstanding  are subject to adjustment from
  time to time as provided in this Section 11.
  
                    (a)(i) In the event the  Company  shall at any time  after the
  date of this Agreement (A) declare a dividend on the Preferred  Stock payable in
  shares of Preferred  Stock,  (B) subdivide the outstanding  Preferred Stock, (C)
  combine the outstanding  Preferred Stock into a smaller number of shares, or (D)
  issue any shares of its capital  stock in a  reclassification  of the  Preferred
  Stock (including any such reclassification in connection with a consolidation or
  merger in which the Company is the continuing or surviving corporation),  except
  as  otherwise  provided in this  Section  11(a) and  Section  7(e)  hereof,  the
  Purchase  Price in effect at the time of the record date for such dividend or of
  the effective date of such subdivision, combination or reclassification, and the
  number and kind of shares of Preferred  Stock or capital stock,  as the case may
  be, issuable on such date, shall be proportionately  adjusted so that the holder
  of any Right  exercised  after  such time shall be  entitled  to  receive,  upon
  payment of the Purchase Price then in effect,  the aggregate  number and kind of
  shares of Preferred  Stock or capital stock,  as the case may be, which, if such
  Right had been exercised  immediately  prior to such date and at a time when the
  Preferred  Stock  transfer  books of the Company were open,  he would have owned
  upon such  exercise  and been  entitled  to receive by virtue of such  dividend,
  subdivision,  combination  or  reclassification.  If an event occurs which would
  require an  adjustment  under both this Section  11(a)(i) and Section  11(a)(ii)
  hereof,  the  adjustment  provided  for in this  Section  11(a)(i)  shall  be in
  addition  to, and shall be made prior to, any  adjustment  required  pursuant to
  Section 11(a)(ii) hereof.
  
                   (ii) In the event:
  
                   (A)  any  Person,   at  any  time  after  the  Rights  Dividend
                   Declaration Date, shall become an Acquiring Person,  unless the
                   event  causing such Person to become an  Acquiring  Person is a
                   transaction  set  forth  in  Section  13(a)  hereof,  or  is an
                   acquisition  of  shares of Common  Stock  pursuant  to a tender
                   offer or exchange  offer for all  outstanding  shares of Common
                   Stock at a price and on terms determined by at least a majority
                   of the members of the Board of  Directors  who are not officers
                   of the  Company  and  who are  not  representatives,  nominees,
                   Affiliates  or  Associates  of  an  Acquiring   Person,   after
                   receiving advice from one or more investment  banking firms, to
                   be (a) at a price which is fair to  stockholders  (taking  into
                   account  all  factors  which  such  members  of the Board  deem
                   relevant,  including,  without  limitation,  prices which could
                   reasonably  be  achieved if the Company or its assets were sold
                   on an orderly basis designed to realize  maximum value) and (b)
                   otherwise  in  the  best  interests  of  the  Company  and  its
                   stockholders (a "Qualifying Offer"), or
  
                   (B) the Board of  Directors  of the Company  shall  declare any
                   Person to be an Adverse Person,  upon a determination that such
                   Person,  alone or together with its Affiliates and  Associates,
                   has, at any time after this  Agreement  has been filed with the
                   Securities  and Exchange  Commission  as an exhibit to a filing
                   under the Exchange Act,  become the Beneficial  Owner of Common
                   Stock which the Board of Directors of the Company determines to
                   be  substantial  (which  number  of  shares  shall  in no event
                   represent less than that number of shares  representing  10% or
                   more of the  total  Voting  Rights of all  Common  Stock of the
                   Company then  outstanding)  and a determination by the Board of
                   Directors  of  the  Company,   after  reasonable   inquiry  and
                   investigation, including consultation with such persons as such
                   directors  shall deem  appropriate  and  consideration  of such
                   factors  as are  permitted  by  applicable  law,  that (a) such
                   Beneficial  Ownership  by such  Person is intended to cause the
                   Company to repurchase  the shares of Common Stock  beneficially
                   owned by such  Person or to cause  pressure  on the  Company to
                   take  action  or  enter  into  a   transaction   or  series  of
                   transactions  intended to provide  such Person with  short-term
                   financial gain under circumstances where the Board of Directors
                   determines  that the best  long-term  interests  of the Company
                   would not be served by taking such action or entering into such
                   transaction or series of  transactions at that time or (b) such
                   Beneficial Ownership is causing or reasonably likely to cause a
                   material  adverse  impact  (including,   but  not  limited  to,
                   impairment of relationships with customers or impairment of the
                   Company's ability to maintain its competitive  position) on the
                   business  or  prospects  of  the  Company,   on  the  Company's
                   employees,  customers  or suppliers  or on the  communities  in
                   which the Company operates or is located,
  
  then,  promptly  following  the  occurrence  of any event  described  in Section
  11(a)(ii)(A) or (B) hereof,  proper  provision shall be made so that each holder
  of a  Right  (except  as  provided  below  and in  Section  7(e)  hereof)  shall
  thereafter have the right to receive, upon exercise thereof, at the then current
  Purchase  Price in  accordance  with the terms of this  Agreement,  in lieu of a
  number of one  one-thousandths  of a share of  Preferred  Stock,  such number of
  shares of Comdisco Stock (in the case of a Comdisco Right) or Ventures Stock (in
  the case of a  Ventures  Right)  as  shall  equal  the  result  obtained  by (x)
  multiplying  the  then  current  Purchase  Price  by  the  then  number  of  one
  one-thousandths  of a share of Preferred Stock for which a Right was exercisable
  immediately  prior to the  first  occurrence  of a  Section  11  Event,  and (y)
  dividing that product (which, following such first occurrence,  shall thereafter
  be referred to as the  "Purchase  Price" for each Right and for all  purposes of
  this  Agreement) by 50% of the Current  Market Price per share of the applicable
  series of Common Stock (determined pursuant to Section 11(d) hereof) on the date
  of such first occurrence (such number of shares, the "Adjustment Shares").
  
                    (iii) In the event that the number of shares of Comdisco Stock
  or Ventures Stock which are authorized by the Company's  Restated  Charter,  but
  not  outstanding  or reserved for issuance for purposes other than upon exercise
  of the Rights, are not sufficient to permit the exercise in full of the Comdisco
  Rights or Venture  Rights,  as the case may be, in accordance with the foregoing
  subparagraph  (ii) of this Section 11(a),  the Company shall:  (A) determine the
  excess of (1) the value of the Adjustment  Shares  issuable upon the exercise of
  each such Right (the "Current  Value") over (2) the Purchase Price (such excess,
  the "Spread"),  and (B) with respect to each such Right, subject to Section 7(e)
  hereof,  make adequate provision to substitute for the Adjustment  Shares,  upon
  the exercise of such Rights and payment of the applicable  Purchase  Price,  (1)
  cash,  (2) a reduction in the Purchase  Price,  (3) Common Stock or other equity
  securities of the Company (including,  without  limitation,  shares, or units of
  shares,  of  preferred  stock,  which the Board of  Directors of the Company has
  deemed  to have  essentially  the same  value or  economic  rights  as shares of
  Comdisco Stock or Ventures Stock, as applicable  (such shares or units of shares
  of preferred  stock are referred to herein as "Common Stock  Equivalents"),  (4)
  debt securities of the Company,  (5) other assets, or (6) any combination of the
  foregoing, having an aggregate value equal to the Current Value (less the amount
  of any reduction in the Purchase  Price),  where such  aggregate  value has been
  determined  by the Board of Directors of the Company  based upon the advice of a
  nationally recognized investment banking firm selected by the Board of Directors
  of the  Company;  provided,  however,  that if the  Company  shall not have made
  adequate  provision to deliver value  pursuant to clause (B) above within thirty
  (30) days following the later of (x) the first  occurrence of a Section 11 Event
  and (y) the date on which the Company's right of redemption  pursuant to Section
  23(a) expires (the later of (x) and (y) being referred to herein as the "Section
  11(a)(ii) Trigger Date"),  then the Company shall be obligated to deliver,  upon
  the  surrender  for  exercise  of a Right and without  requiring  payment of the
  Purchase  Price,  shares of Common Stock (to the extent  available) and then, if
  necessary,  cash,  which shares and/or cash have an aggregate value equal to the
  Spread.  If the Board of Directors of the Company shall  determine in good faith
  that it is likely that  sufficient  additional  shares of Common  Stock could be
  authorized for issuance upon exercise in full of the Rights, the thirty (30) day
  period set forth  above may be extended  to the extent  necessary,  but not more
  than ninety (90) days after the Section  11(a)(ii)  Trigger  Date, in order that
  the  Company  may  seek  stockholder  approval  for  the  authorization  of such
  additional  shares  (such  thirty (30) day period,  as it may be  extended,  the
  "Substitution  Period").  To the extent  that the Company  determines  that some
  action  should be taken  pursuant to the first and/or  second  sentences of this
  Section  11(a)(iii),  the Company  (x) shall  provide,  subject to Section  7(e)
  hereof,  that such action  shall apply  uniformly  to all  outstanding  Comdisco
  Rights  or  Venture  Rights,  as the  case  may  be,  and (y)  may  suspend  the
  exercisability of the Rights until the expiration of the Substitution  Period in
  order to seek stockholder  approval for such  authorization of additional shares
  and/or to decide the  appropriate  form of  distribution  to be made pursuant to
  such first sentence and to determine the value thereof. In the event of any such
  suspension,  the Company  shall  issue a public  announcement  stating  that the
  exercisability of the Rights has been temporarily suspended, as well as a public
  announcement  at such time as the suspension is no longer in effect in each case
  with prompt  notice  thereof to the Rights  Agent.  For purposes of this Section
  11(a)(iii), the value of each Adjustment Share shall be the Current Market Price
  per share of the Common Stock on the Section  11(a)(ii) Trigger Date and the per
  share or per unit value of any Common Stock  Equivalent  shall be deemed to have
  the Current Market Price per share of the Common Stock on such date.
  
                    (b) In case  the  Company  shall  fix a  record  date  for the
  issuance of rights  (other than the Rights),  options or warrants to all holders
  of Preferred Stock entitling them (for a period expiring within  forty-five (45)
  calendar  days after such record  date) to subscribe  for or purchase  Preferred
  Stock (or shares  having the same  rights,  privileges  and  preferences  as the
  shares  of  Preferred  Stock  ("equivalent   preferred  stock"))  or  securities
  convertible  into Preferred  Stock or equivalent  preferred stock at a price per
  share of Preferred Stock or per share of equivalent preferred stock (or having a
  conversion  price per share, if a security  convertible  into Preferred Stock or
  equivalent  preferred  stock)  less than the Current  Market  Price per share of
  Preferred  Stock on such record date,  the Purchase  Price to be in effect after
  such record date shall be determined by multiplying the Purchase Price in effect
  immediately  prior to such  record date by a fraction,  the  numerator  of which
  shall be the number of shares of such Preferred Stock outstanding on such record
  date,  plus the number of shares of such  Preferred  Stock  which the  aggregate
  offering  price of the total  number of shares of such  Preferred  Stock  and/or
  equivalent  preferred  stock so to be  offered  (and/or  the  aggregate  initial
  conversion price of the convertible  securities so to be offered) would purchase
  at such Current Market Price,  and the  denominator of which shall be the number
  of shares of such  Preferred  Stock  outstanding  on such record date,  plus the
  number of additional shares of such Preferred Stock and/or equivalent  preferred
  stock to be offered for  subscription or purchase (or into which the convertible
  securities so to be offered are initially convertible).In case such subscription
  price may be paid by delivery of consideration  part or all of which may be in a
  form other than cash, the value of such consideration  shall be as determined in
  good faith by the Board of Directors of the Company,  whose  determination shall
  be described in a statement  filed with the Rights Agent and shall be conclusive
  and binding for all  purposes on the Rights Agent and the holders of the Rights.
  Shares of Preferred  Stock owned by or held for the account of the Company shall
  not be  deemed  outstanding  for  the  purpose  of any  such  computation.  Such
  adjustment shall be made successively  whenever such a record date is fixed, and
  in the event that such rights or warrants are not so issued,  the Purchase Price
  shall be adjusted to be the Purchase Price which would then be in effect if such
  record date had not been fixed.
  
                    (c)  In  case  the  Company  shall  fix a  record  date  for a
  distribution to all holders of Preferred Stock (including any such  distribution
  made in connection  with a  consolidation  or merger in which the Company is the
  continuing corporation) of evidences of indebtedness, cash (other than a regular
  quarterly  cash  dividend  out of  the  earnings  or  retained  earnings  of the
  Company),  assets  (other  than a  dividend  payable  in  Preferred  Stock,  but
  including  any  dividend  payable  in  stock  other  than  Preferred  Stock)  or
  subscription  rights or warrants  (excluding  those referred to in Section 11(b)
  hereof),  the  Purchase  Price to be in effect  after such  record date shall be
  determined by multiplying the Purchase Price in effect immediately prior to such
  record date by a fraction,  the  numerator of which shall be the Current  Market
  Price per share of  Preferred  Stock on such record  date,  less the fair market
  value (as  determined  in good faith by the Board of  Directors  of the Company,
  whose  determination  shall be  described  in a statement  filed with the Rights
  Agent and shall be  conclusive  and binding for all purposes on the Rights Agent
  and the holders of the Rights) of the portion of the cash,  assets or  evidences
  of indebtedness so to be distributed or of such subscription  rights or warrants
  applicable to a share of Preferred  Stock and the  denominator of which shall be
  such Current Market Price per share of Preferred Stock.  Such adjustments  shall
  be made successively whenever such a record date is fixed, and in the event that
  such distribution is not so made, the Purchase Price shall be adjusted to be the
  Purchase  Price which would have been in effect if such record date had not been
  fixed.
  
                    (d) (i) For the purpose of any  computation  hereunder,  other
  than  computations  made  pursuant to Section  11(a)(iii)  hereof,  the "Current
  Market  Price"  per share of Common  Stock on any date shall be deemed to be the
  average  of the daily  closing  prices  per share of such  Common  Stock for the
  thirty (30) consecutive Trading Days immediately prior to but not including such
  date,  and for  purposes of  computations  made  pursuant to Section  11(a)(iii)
  hereof,  the "Current  Market Price" per share of Common Stock on any date shall
  be deemed to be the average of the daily closing prices per share of such Common
  Stock for the ten (10) consecutive Trading Days immediately following such date;
  provided,  however, that in the event that the Current Market Price per share of
  Common Stock is determined  during a period  following the  announcement  by the
  issuer of the Common  Stock of (A) any dividend or  distribution  on such Common
  Stock,  payable in shares of such Common Stock or  securities  convertible  into
  shares of such Common  Stock (other than the  Rights),  or (B) any  subdivision,
  combination or  reclassification  of such Common Stock, and the ex-dividend date
  for such  dividend or  distribution,  or the record  date for such  subdivision,
  combination   or   reclassification   shall  not  have  occurred  prior  to  the
  commencement of the requisite thirty (30) Trading Day period or ten (10) Trading
  Day period, as set forth above, then, and in each such case, the "Current Market
  Price" shall be properly adjusted to take into account ex-dividend  trading. The
  closing  price for each day shall be the last sale price,  regular  way,  or, in
  case no such sale takes  place on such day,  the  average of the closing bid and
  asked  prices,  regular  way,  in  either  case  as  reported  in the  principal
  consolidated  transaction  reporting system with respect to securities listed or
  admitted to trading on the New York Stock  Exchange  or, if the shares of Common
  Stock are not listed or admitted to trading on the New York Stock  Exchange,  as
  reported in the principal consolidated transaction reporting system with respect
  to securities listed on the principal national  securities exchange on which the
  shares of Common  Stock are listed or  admitted  to trading or, if the shares of
  Common  Stock are not listed or admitted to trading on any  national  securities
  exchange,  the last quoted  price or, if not so quoted,  the average of the high
  bid and low asked  prices in the  over-the-counter  market,  as  reported by the
  National  Association of Securities  Dealers,  Inc.  Automated  Quotation System
  ("NASDAQ")  or such other system then in use, or, if on any such date the shares
  of Common  Stock are not quoted by any such  system,  the average of the closing
  bid and asked prices as furnished by a professional market maker making a market
  in the Common Stock selected by the Board of Directors of the Company. If on any
  such date no market maker is making a market in the Common Stock, the fair value
  of such  shares  on such  date as  determined  in good  faith  by the  Board  of
  Directors of the Company shall be used.  The term "Trading Day" shall mean a day
  on which the  principal  national  securities  exchange  on which the  shares of
  Common  Stock are listed or admitted to trading is open for the  transaction  of
  business or, if the shares of Common Stock are not listed or admitted to trading
  on any national securities  exchange, a Business Day. If the Common Stock is not
  publicly held or not so listed or traded, "Current Market Price" per share shall
  mean the fair  value  per  share as  determined  in good  faith by the  Board of
  Directors of the Company,  whose determination shall be described in a statement
  filed with the Rights Agent and shall be conclusive for all purposes.
  
                    (ii)  For  the  purpose  of  any  computation  hereunder,  the
  "Current  Market Price" per share of Preferred  Stock shall be determined in the
  same  manner as set forth above for Common  Stock in clause (i) of this  Section
  11(d) (other than the last sentence  thereof).  If the Current  Market Price per
  share of Preferred Stock cannot be determined in the manner provided above or if
  the  Preferred  Stock is not  publicly  held or  listed  or  traded  in a manner
  described in clause (i) of this Section  11(d),  the "Current  Market Price" per
  share of Preferred Stock shall be  conclusively  deemed to be an amount equal to
  1,000 (as such  number may be  appropriately  adjusted  for such events as stock
  splits,  stock  dividends  and  recapitalizations  with  respect to Common Stock
  occurring  after the date of this  Agreement)  multiplied by the Current  Market
  Price per share of Common  Stock.  If neither the Common Stock nor the Preferred
  Stock is publicly held or so listed or traded,  "Current Market Price" per share
  of the Preferred Stock shall mean the fair value per share as determined in good
  faith by the Board of  Directors of the Company,  whose  determination  shall be
  described in a statement filed with the Rights Agent and shall be conclusive for
  all purposes.
  
                    (e)  Anything  herein  to  the  contrary  notwithstanding,  no
  adjustment in the Purchase Price shall be required unless such adjustment  would
  require an increase or  decrease  of at least one percent  (1%) in the  Purchase
  Price;  provided,  however, that any adjustments which by reason of this Section
  11(e) are not  required  to be made  shall be  carried  forward  and taken  into
  account in any subsequent  adjustment.  All  calculations  under this Section 11
  shall be made to the nearest cent or to the nearest ten-thousandth of a share of
  Common Stock or other share or one millionth of a share of Preferred  Stock,  as
  the case may be.  Notwithstanding  the first sentence of this Section 11(e), any
  adjustment  required by this  Section 11 shall be made no later than the earlier
  of (i) three (3) years  from the date of the  transaction  which  mandates  such
  adjustment, or (ii) the Expiration Date.
  
                    (f) If as a result of an  adjustment  made pursuant to Section
  11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter  exercised
  shall  become  entitled  to  receive  any  shares of  capital  stock  other than
  Preferred  Stock,  thereafter the number of such other shares so receivable upon
  exercise  of any  Right and the  Purchase  Price  thereof  shall be  subject  to
  adjustment  from time to time in a manner and on terms as nearly  equivalent  as
  practicable to the provisions  with respect to the Preferred  Stock contained in
  Sections  11(a),  (b),  (c),  (e),  (g),  (h),  (i),  (j),  (k) and (m), and the
  provisions  of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred
  Stock shall apply on like terms to any such other shares.
  
                    (g) All Rights originally issued by the Company  subsequent to
  any adjustment  made to the Purchase Price hereunder shall evidence the right to
  purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
  share of Preferred Stock  purchasable  from time to time hereunder upon exercise
  of the Rights, all subject to further adjustment as provided herein.
  
                    (h) Unless the Company  shall have  exercised  its election as
  provided in Section  11(i),  upon each  adjustment  of the  Purchase  Price as a
  result  of  the  calculations  made  in  Sections  11(b)  and  (c),  each  Right
  outstanding  immediately prior to the making of such adjustment shall thereafter
  evidence the right to purchase,  at the adjusted  Purchase Price, that number of
  one  one-thousandths  of a share of Preferred  Stock  (calculated to the nearest
  one-millionth) obtained by (i) multiplying (x) the number of one one-thousandths
  of a share covered by a Right immediately  prior to this adjustment,  by (y) the
  Purchase Price in effect  immediately  prior to such  adjustment of the Purchase
  Price, and (ii) dividing the product so obtained by the Purchase Price in effect
  immediately after such adjustment of the Purchase Price.
  
                    (i)  The  Company  may  elect  on or  after  the  date  of any
  adjustment of the Purchase Price to adjust the number of Rights,  in lieu of any
  adjustment in the number of one  one-thousandths  of a share of Preferred  Stock
  purchasable upon the exercise of a Right.  Each of the Rights  outstanding after
  the  adjustment in the number of Rights shall be  exercisable  for the number of
  one  one-thousandths  of a share  of  Preferred  Stock  for  which  a Right  was
  exercisable  immediately  prior to such  adjustment.  Each  Right held of record
  prior to such  adjustment  of the number of Rights  shall  become that number of
  Rights (calculated to the nearest one  ten-thousandth)  obtained by dividing the
  Purchase Price in effect  immediately  prior to adjustment of the Purchase Price
  by the Purchase  Price in effect  immediately  after  adjustment of the Purchase
  Price.  The Company shall make a public  announcement  of its election to adjust
  the number of Rights,  indicating  the record date for the  adjustment,  and, if
  known at the time,  the amount of the  adjustment  to be made with prompt notice
  thereof  to the  Rights  Agent.  This  record  date may be the date on which the
  Purchase  Price  is  adjusted  or  any  day  thereafter,   but,  if  the  Rights
  Certificates  have been  issued,  shall be at least ten (10) days later than the
  date of the public  announcement.  If Rights Certificates have been issued, upon
  each  adjustment  of the number of Rights  pursuant to this Section  11(i),  the
  Company shall, as promptly as practicable, cause to be distributed to holders of
  record  of  Rights   Certificates  on  such  record  date  Rights   Certificates
  evidencing,  subject to Section 14 hereof,  the additional  Rights to which such
  holders shall be entitled as a result of such  adjustment,  or, at the option of
  the  Company,  shall  cause to be  distributed  to such  holders  of  record  in
  substitution  and replacement for the Rights  Certificates  held by such holders
  prior to the date of adjustment,  and upon surrender thereof, if required by the
  Company, new Rights Certificates evidencing all the Rights to which such holders
  shall  be  entitled  after  such  adjustment.   Rights  Certificates  so  to  be
  distributed  shall be issued,  executed and countersigned in the manner provided
  for herein (and may bear,  at the option of the Company,  the adjusted  Purchase
  Price) and shall be  registered  in the names of the holders of record of Rights
  Certificates on the record date specified in the public announcement.
  
                    (j)  Irrespective  of any adjustment or change in the Purchase
  Price  or the  number  of one  one-thousandths  of a share  of  Preferred  Stock
  issuable upon the exercise of the Rights,  the Rights  Certificates  theretofore
  and  thereafter  issued may  continue  to  express  the  Purchase  Price per one
  one-thousandths  of a share  and the  number of one  one-thousandths  of a share
  which were expressed in the initial Rights Certificates issued hereunder.
  
                    (k) Before  taking any action that would  cause an  adjustment
  reducing the Purchase  Price below the then stated value,  if any, of the number
  of one  one-thousandths  of a share of Preferred Stock issuable upon exercise of
  the  Rights,  the  Company  shall take any  corporate  action  which may, in the
  opinion of its  counsel,  be necessary in order that the Company may validly and
  legally issue fully paid and nonassessable such number of one one-thousandths of
  a share of Preferred Stock at such adjusted Purchase Price.
  
                    (l) In any case in which this Section 11 shall require that an
  adjustment  in the  Purchase  Price be made  effective as of a record date for a
  specified  event,  the Company may elect to defer with prompt notice  thereof to
  the Rights Agent until the  occurrence  of such event the issuance to the holder
  of any Right exercised after such record date the number of one  one-thousandths
  of a share of  Preferred  Stock and other  capital  stock or  securities  of the
  Company,  if any,  issuable  upon such exercise over and above the number of one
  one-thousandths  of a share  of  Preferred  Stock  and  other  capital  stock or
  securities of the Company,  if any,  issuable upon such exercise on the basis of
  the Purchase Price in effect prior to such adjustment;  provided,  however, that
  the  Company  shall  deliver  to such  holder a due  bill or  other  appropriate
  instrument  evidencing  such  holders  right to receive such  additional  shares
  (fractional  or  otherwise)  or  securities  upon the  occurrence  of the  event
  requiring such adjustment.
  
                    (m)   Anything   in   this   Section   11  to   the   contrary
  notwithstanding,  the Company  shall be entitled to make such  reductions in the
  Purchase  Price,  in addition to those  adjustments  expressly  required by this
  Section 11, as and to the extent that in their good faith  judgment the Board of
  Directors of the Company  shall  determine to be advisable in order that any (i)
  consolidation  or subdivision of the Preferred  Stock,  (ii) issuance wholly for
  cash of any shares of  Preferred  Stock at less than the Current  Market  Price,
  (iii) issuance wholly for cash of shares of Preferred Stock or securities  which
  by their terms are  convertible  into or  exchangeable  for shares of  Preferred
  Stock,  (iv) stock  dividends  or (v)  issuance  of rights,  options or warrants
  referred to in this Section 11,  hereafter made by the Company to holders of its
  Preferred Stock shall not be taxable to such stockholders.
  
                    (n) The Company covenants and agrees that it shall not, at any
  time after the  Distribution  Date, (i) consolidate with any other Person (other
  than a Subsidiary  of the Company in a transaction  which  complies with Section
  11(o) hereof), (ii) merge with or into any other Person (other than a Subsidiary
  of the Company in a transaction  which complies with Section 11(o)  hereof),  or
  (iii) sell or transfer (or permit any  Subsidiary to sell or  transfer),  in one
  transaction  or a series  of  related  transactions,  assets  or  earning  power
  aggregating  more than 50% of the assets or earning power of the Company and its
  Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
  Company and/or any of its Subsidiaries in one or more transactions each of which
  complies with Section 11(o) hereof),  if (x) at the time of or immediately after
  such  consolidation,  merger or sale  there are any  rights,  warrants  or other
  instruments  or  securities  outstanding  or  agreements  in effect  which would
  substantially  diminish  or  otherwise  eliminate  the  benefits  intended to be
  afforded by the Rights or (y) prior to, simultaneously with or immediately after
  such  consolidation,  merger  or  sale,  the  stockholders  of  the  Person  who
  constitutes,  or would constitute, the "Principal Party" for purposes of Section
  13(a) hereof shall have received a distribution  of Rights  previously  owned by
  such Person or any of its Affiliates and Associates.
  
                    (o)  The  Company   covenants  and  agrees  that,   after  the
  Distribution  Date, it will not, except as permitted by Section 23 or Section 27
  hereof,  take (or permit any  Subsidiary to take) any action if at the time such
  action is taken it is  reasonably  foreseeable  that such action  will  diminish
  substantially or otherwise eliminate the benefits intended to be afforded by the
  Rights.
  
                    (p)    Anything   in   this    Agreement   to   the   contrary
  notwithstanding,  in the  event  that the  Company  shall at any time  after the
  Rights Dividend  Declaration Date and prior to the Distribution Date (x) declare
  or pay any dividend on any series of the  outstanding  Common  Stock  payable in
  Common Stock (other than a dividend  payable in shares of Ventures  Stock to the
  extent such dividend  reduces the Number of Shares  Issuable with Respect to the
  Inter-Group  Interest,  as such term is defined in the Restated Charter) or (ii)
  effect a subdivision,  combination or  consolidation of any series of the Common
  Stock (by  reclassification  or otherwise than by payment of dividends in Common
  Stock) into a greater or lesser  number of shares of Common  Stock,  then in any
  such case (y) the number of one  one-thousandths  of a Series C Preferred  Stock
  (in the case of an event  affecting the Comdisco  Stock) or a Series D Preferred
  Stock (in the case of an event affecting the Ventures Stock)  purchasable  after
  such event upon proper exercise of each Right shall be determined by multiplying
  the  number  of  one   one-thousandths  of  a  Preferred  Stock  so  purchasable
  immediately  prior to such event by a fraction,  the  numerator  of which is the
  number of such shares of Common Stock outstanding  immediately before such event
  and the  denominator  of  which  is the  number  of  shares  such  Common  Stock
  outstanding  immediately  after  such  event and (z) each such  shares of Common
  Stock outstanding immediately after such event shall have issued with respect to
  it that  number of Rights  which  each such  share of Common  Stock  outstanding
  immediately prior to such event had issued with respect to it.
  
                    (q) The failure of the Board of  Directors to declare a Person
  to be an Adverse Person  following such Person becoming the Beneficial  Owner of
  shares of Common Stock  representing  10% or more of the total Voting  Rights of
  all  outstanding  shares of Common Stock shall not imply that such Person is not
  an  Adverse  Person or limit the  Board of  Directors'  right at any time in the
  future to declare such Person to be an Adverse Person.
  
           Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
  Whenever an  adjustment is made as provided in Section 11 and Section 13 hereof,
  the  Company  shall  (a)  promptly  prepare a  certificate  setting  forth  such
  adjustment  and a brief  statement of the facts and  computation  accounting for
  such adjustment, (b) promptly file with the Rights Agent, and with each transfer
  agent for the Preferred Stock and the Common Stock, a copy of such  certificate,
  and (c) mail a brief summary thereof to each holder of a Rights Certificate (or,
  if prior to the Distribution Date, to each holder of a certificate  representing
  shares of Common Stock) in accordance  with Section 26 hereof.  The Rights Agent
  shall  be  fully  protected  in  relying  on  any  such  certificate  and on any
  adjustment  therein  contained  and shall have no duty with respect to and shall
  not be deemed to have knowledge of any such adjustment unless and until it shall
  have received such certificate.
  
           Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
                        Earning Power.
  
                    (a) In the event that,  following the Stock  Acquisition Date,
  directly or indirectly,  (x) the Company shall  consolidate  with, or merge with
  and into,  any  other  Person  (other  than a  Subsidiary  of the  Company  in a
  transaction which complies with Section 11(o) hereof), and the Company shall not
  be the continuing or surviving  corporation of such consolidation or merger, (y)
  any Person  (other  than a  Subsidiary  of the  Company in a  transaction  which
  complies with Section 11(o)  hereof)  shall  consolidate  with, or merge with or
  into,  the  Company,  and the  Company  shall  be the  continuing  or  surviving
  corporation  of such  consolidation  or  merger  and,  in  connection  with such
  consolidation or merger,  all or part of the outstanding  shares of Common Stock
  shall be changed into or exchanged  for stock or other  securities  of any other
  Person or cash or any other property, or (z) the Company shall sell or otherwise
  transfer (or one or more of its Subsidiaries shall sell or otherwise  transfer),
  in one transaction or a series of related transactions,  assets or earning power
  aggregating  50% or more of the assets or earning  power of the  Company and its
  Subsidiaries (taken as a whole) to any Person or Persons (other than the Company
  or any  Subsidiary  of the  Company  in one or more  transactions  each of which
  complies with Section 11(o) hereof),  then, and in each such case (except as may
  be  contemplated  by Section 13(d) hereof),  proper  provision  shall be made so
  that:  (i) each holder of a Right,  except as provided in Section  7(e)  hereof,
  shall  thereafter  have the right to receive,  upon the exercise  thereof at the
  then current  Series C Purchase  Price (in the case of a Comdisco  Right) or the
  then  current  Series D  Purchase  Price (in the case of a Ventures  Right),  in
  accordance with the terms of this Agreement,  such number of validly  authorized
  and issued,  fully paid,  non-assessable  and freely  tradable  shares of Common
  Stock of the Principal Party (as such term is hereinafter defined),  not subject
  to any liens, encumbrances,  rights of first refusal or other adverse claims, as
  shall  be equal to the  result  obtained  by (1)  multiplying  the then  current
  Purchase  Price by the  number of one  one-thousandths  of a share of  Preferred
  Stock  for  which  a  Right  was  exercisable  immediately  prior  to the  first
  occurrence  of a Section 13 Event (or, if a Section 11 Event has occurred  prior
  to the first  occurrence of a Section 13 Event,  multiplying  the number of such
  one  one-thousandths  of a share for which a Right was  exercisable  immediately
  prior to the first  occurrence  of a Section 11 Event by the  Purchase  Price in
  effect  immediately  prior to such first  occurrence)  and dividing that product
  (which,  following the first  occurrence of a Section 13 Event shall be referred
  to as the  "Purchase  Price"  for  each  Right  and  for  all  purposes  of this
  Agreement) by (2) 50% of the Current  Market Price per share of the Common Stock
  of such Principal  Party on the date of  consummation  of such Section 13 Event;
  (ii) such Principal Party shall  thereafter be liable for, and shall assume,  by
  virtue of such Section 13 Event,  all the  obligations and duties of the Company
  pursuant to this Agreement;  (iii) the term "Company" shall thereafter be deemed
  to refer  to such  Principal  Party,  it being  specifically  intended  that the
  provisions  of  Section  11 hereof  shall  apply  only to such  Principal  Party
  following the first occurrence of a Section 13 Event;  (iv) such Principal Party
  shall take such steps  (including,  but not  limited  to, the  reservation  of a
  sufficient  number  of  shares  of its  Common  Stock)  in  connection  with the
  consummation  of any such  transaction  as may be  necessary  to assure that the
  provisions  hereof shall  thereafter be applicable,  as nearly as reasonably may
  be, in relation to its shares of Common Stock  thereafter  deliverable  upon the
  exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall
  be of no effect following the first occurrence of any Section 13 Event.
  
                    (b)      "Principal Party" shall mean:
  
                    (i) in the case of any transaction  described in clause (x) or
  (y) of the first sentence of Section 13(a), the Person that is the issuer of any
  securities for or into which shares of Common Stock of the Company are converted
  in such merger or consolidation,  and if no securities are so issued, the Person
  that is the other party to such merger or consolidation; and
  
                    (ii) in the case of any transaction described in clause (z) of
  the first sentence of Section 13(a),  the Person that is the party receiving the
  greatest  portion of the assets or earning  power  transferred  pursuant to such
  transaction or transactions;  provided,  however,  that in any such case, (1) if
  the  Common  Stock  of  such  Person  is not at  such  time  and  has  not  been
  continuously  over the  preceding  twelve  (12) month  period  registered  under
  Section  12 of the  Exchange  Act,  and  such  Person  is a direct  or  indirect
  Subsidiary  of  another  Person  the  Common  Stock  of which is and has been so
  registered,  "Principal Party" shall refer to such other Person; and (2) in case
  such Person is a Subsidiary,  directly or  indirectly,  of more than one Person,
  the  Common  Stocks  of two or more of which  are and have  been so  registered,
  "Principal  Party" shall refer to whichever of such Persons is the issuer of the
  Common Stock having the greatest aggregate market value.
  
                    (c) The  Company  shall not  consummate  any  Section 13 Event
  unless the Principal Party shall have a sufficient  number of authorized  shares
  of its Common  Stock  which have not been  issued or  reserved  for  issuance to
  permit the exercise in full of the Rights in accordance with this Section 13 and
  unless prior  thereto the Company and such  Principal  Party shall have executed
  and  delivered to the Rights Agent a  supplemental  agreement  providing for the
  terms  set  forth  in  paragraphs  (a) and (b) of this  Section  13 and  further
  providing  that,  as soon as  practicable  after the date of any such Section 13
  Event, the Principal Party will
  
                    (i)  prepare  and  file a  registration  statement  under  the
  Securities Act, with respect to the Rights and the securities  purchasable  upon
  exercise of the Rights on an appropriate  form, and will use its best efforts to
  cause such registration statement to (A) become effective as soon as practicable
  after such  filing  and (B) remain  effective  (with a  prospectus  at all times
  meeting the requirements of the Securities Act) until the Expiration Date;
  
                    (ii) use its best  efforts to qualify or  register  the Rights
  and the securities  purchasable  upon exercise of the Rights under blue sky laws
  of such jurisdiction, as may be necessary or appropriate; and
  
                    (iii)  will  deliver  to  holders  of  the  Rights  historical
  financial  statements for the Principal  Party and each of its Affiliates  which
  comply in all respects with the  requirements  for registration on Form 10 under
  the Exchange Act.
  
  The provisions of this Section 13 shall similarly apply to successive mergers or
  consolidations or sales or other transfers. In the event that a Section 13 Event
  shall occur at any time after the first  occurrence  of a Section 11 Event,  the
  Rights  which  have not  theretofore  been  exercised  shall  thereafter  become
  exercisable in the manner described in Section 13(a).
  
                    (d)   Notwithstanding   anything  in  this  Agreement  to  the
  contrary,  Section 13 shall not be  applicable  to a  transaction  described  in
  subparagraphs  (x)  and  (y)  of  Section  13(a)  if  (i)  such  transaction  is
  consummated  with a Person or Persons (or a wholly-owned  Subsidiary of any such
  Person or Persons) who acquired  shares of Common Stock pursuant to a Qualifying
  Offer,  (ii) the price per share of Common Stock offered in such  transaction is
  not less than the price per share of Common  Stock paid to all holders of shares
  of Common Stock whose shares were purchased  pursuant to such Qualifying  Offer,
  and (iii) the form of  consideration  being offered to the remaining  holders of
  shares of Common Stock  pursuant to such  transaction is the same as the form of
  consideration  paid pursuant to such Qualifying  Offer. Upon consummation of any
  such transaction  contemplated by this Section 13(d), all Rights hereunder shall
  expire.
  
           Section 14.  Fractional Rights and Fractional Shares.
           ----------------------------------------------------
  
                    (a) The Company  shall not be required to issue  fractions  of
  Rights,  except  prior to the  Distribution  Date as provided  in Section  11(p)
  hereof, or to distribute Rights  Certificates which evidence  fractional Rights.
  In lieu of such fractional Rights, there shall be paid to the registered holders
  of the Rights  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.  For purposes of this Section 14(a),  the
  current  market value of a whole Right shall be the closing  price of the Rights
  for the  Trading  Day  immediately  prior to the date on which  such  fractional
  Rights would have been otherwise  issuable.  The closing price of the Rights for
  any day  shall be the last sale  price,  regular  way,  or, in case no such sale
  takes  place on such day,  the  average  of the  closing  bid and asked  prices,
  regular  way,  in  either  case  as  reported  in  the  principal   consolidated
  transaction  reporting  system with respect to securities  listed or admitted to
  trading  on the New York  Stock  Exchange  or, if the  Rights  are not listed or
  admitted to trading on the New York Stock Exchange, as reported in the principal
  consolidated  transaction  reporting system with respect to securities listed on
  the  principal  national  securities  exchange on which the Rights are listed or
  admitted to  trading,  or if the Rights are not listed or admitted to trading on
  any national  securities  exchange,  the last quoted price or, if not so quoted,
  the average of the high bid and low asked prices in the over-the-counter market,
  as reported  by NASDAQ or such other  system then in use or, if on any such date
  the Rights are not quoted by any such system, the average of the closing bid and
  asked prices as furnished by a professional  market maker making a market in the
  Rights selected by the Board of Directors of the Company. If on any such date no
  such market  maker is making a market in the Rights the fair value of the Rights
  on such  date as  determined  in good  faith by the  Board of  Directors  of the
  Company shall be used.
  
                    (b) The Company  shall not be required to issue  fractions  of
  shares of Preferred Stock (other than fractions which are integral  multiples of
  one one-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 integral  multiples of one  one-thousandth  of a
  share of Preferred  Stock).In lieu of fractional  shares of Preferred Stock that
  are not integral  multiples of one one-thousandth of a share of Preferred Stock,
  the Company may pay to the registered holders of Rights Certificates at the time
  such Rights are exercised as herein provided an amount in cash equal to the same
  fraction  of the  current  market  value  of one  one-thousandth  of a share  of
  Preferred Stock. For purposes of this Section 14(b), the current market value of
  one  one-thousandth of a share of Preferred Stock shall be one one-thousandth of
  the  closing  price of a share of  Preferred  Stock (as  determined  pursuant to
  Section  11(d)(ii)  hereof) for the Trading Day immediately prior to the date of
  such exercise.
  
                    (c)  Following  the  occurrence  of a  Triggering  Event,  the
  Company shall not be required to issue  fractions of shares of Common Stock upon
  exercise of the Rights or to distribute  certificates which evidence  fractional
  shares of Common  Stock.  In lieu of  fractional  shares  of Common  Stock,  the
  Company may pay to the  registered  holders of Rights  Certificates  at the time
  such Rights are exercised as herein provided an amount in cash equal to the same
  fraction  of the  current  market  value of one (1) share of Common  Stock.  For
  purposes of this Section 14(c),  the current market value of one share of Common
  Stock shall be the closing price per share of Common Stock (determined  pursuant
  to Section 11(d)(i) hereof) on the Trading Day immediately  prior to the date of
  such exercise.
  
                    (d) The  holder  of a Right by the  acceptance  of the  Rights
  expressly  waives his right to receive any  fractional  Rights or any fractional
  shares upon exercise of a Right, except as permitted by this Section 14.
  
           Section 15.  Rights of Action.  All rights of action in respect of this
  Agreement,  except the rights of action  given to the  Rights  Agent  under this
  Agreement,  are  vested  in the  respective  registered  holders  of the  Rights
  Certificates (and, prior to the Distribution Date, the registered holders of the
  Common Stock); and any registered holder of any Rights Certificate (or, prior to
  the Distribution  Date, of the Common Stock),  without the consent of the Rights
  Agent  or of the  holder  of any  other  Rights  Certificate  (or,  prior to the
  Distribution Date, of the Common Stock),  may, in his own behalf and for his own
  benefit,  enforce, and may institute and maintain any suit, action or proceeding
  against  the Company to enforce,  or  otherwise  act in respect of, his right to
  exercise the Rights evidenced by such Rights  Certificate in the manner provided
  in such Rights Certificate and in this Agreement. Without limiting the foregoing
  or  any  remedies  available  to  the  holders  of  Rights,  it is  specifically
  acknowledged that the holders of Rights would not have an adequate remedy at law
  for any breach of this  Agreement and shall be entitled to specific  performance
  of the obligations  hereunder and injunctive relief against actual or threatened
  violations of the obligations hereunder of any Person subject to this Agreement.
  
           Section 16.  Agreement  of Rights  Holders.  Every holder of a Right by
  accepting the same consents and agrees with the Company and the Rights Agent and
  with every other holder of a Right that:
  
                   (a)  prior  to  the  Distribution  Date,  the  Rights  will  be
                   transferable  only in  connection  with  the  transfer  of such
                   Common Stock;
  
                    (b) after the Distribution  Date, the Rights  Certificates are
  transferable  only  on the  registry  books  of the  Rights  Agent  and  only if
  surrendered  at the office or offices of the Rights  Agent  designated  for such
  purposes,  duly endorsed or accompanied  by a proper  instrument of transfer and
  with the appropriate forms and certificates fully executed;
  
                    (c)  subject to Section  6(a) and  Section  7(f)  hereof,  the
  Company  and the  Rights  Agent may deem and treat  the  person in whose  name a
  Rights  Certificate (or, prior to the Distribution  Date, the associated  Common
  Stock certificate) is registered as the absolute owner thereof and of the Rights
  evidenced thereby  (notwithstanding any notations of ownership or writing on the
  Rights  Certificates or the associated  Common Stock  certificate made by anyone
  other than the Company or the Rights  Agent) for all  purposes  whatsoever,  and
  neither the Company nor the Rights Agent shall be required to be affected by any
  notice to the contrary; and
  
                    (d)   notwithstanding   anything  in  this  Agreement  to  the
  contrary,  neither the Company nor the Rights Agent shall have any  liability to
  any holder of a Right or other  Person as a result of its  inability  to perform
  any of its  obligations  under this  Agreement by reason of any  preliminary  or
  permanent  injunction  or other  order,  decree or  ruling  issued by a court of
  competent jurisdiction or by a governmental, regulatory or administrative agency
  or commission,  or any statute,  rule, regulation or executive order promulgated
  or enacted by any governmental  authority,  prohibiting or otherwise restraining
  performance of such obligation; provided, however, the Company must use its best
  efforts to have any such order, decree or ruling lifted or otherwise  overturned
  as soon as possible.
  
           Section 17.  Rights  Certificate  Holder Not Deemed a  Stockholder.  No
  holder, as such, of any Rights  Certificate  shall be entitled to vote,  receive
  dividends  or be  deemed  for  any  purpose  the  holder  of the  number  of one
  one-thousandths  of a share of Preferred  Stock or any other  securities  of the
  Company  which  may at any  time  be  issuable  on the  exercise  of the  Rights
  represented  thereby,  nor shall  anything  contained  herein  or in any  Rights
  Certificate be construed to confer upon the holder of any Rights Certificate, 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 Section 25 hereof), or to receive dividends or subscription  rights,
  or  otherwise,  until the Right or Rights  evidenced by such Rights  Certificate
  shall have been exercised in accordance with the provisions hereof.
  
           Section 18.  Concerning the Rights Agent.
           ----------------------------------------
  
                    (a) The Company  agrees to pay to the Rights Agent  reasonable
  compensation  for all services  rendered by it hereunder and, from time to time,
  on demand of the Rights  Agent,  its  reasonable  expenses  and counsel fees and
  disbursements   and  other   disbursements   incurred  in  the   administration,
  preparation,  delivery,  amendment  and  execution  of  this  Agreement  and the
  exercise and  performance  of its duties  hereunder.  The Company also agrees to
  indemnify  the  Rights  Agent for,  and to hold it  harmless  against  any loss,
  liability,  damage,  judgment,  fine, penalty,  claim,  demand,  settlement,  or
  expense incurred without negligence,  bad faith or willful misconduct as finally
  determined by a court of competent jurisdiction on the part of the Rights Agent,
  for any action  taken,  suffered,  or omitted by the Rights Agent in  connection
  with the acceptance and  administration  of this  Agreement,  including  without
  limitations  the costs and expenses of defending  against any claim of liability
  in the  premises.  The  indemnity  provided  herein shall survive the removal or
  resignation  of the Rights Agent or the  termination  of this  Agreement and the
  termination and the expiration of the Rights. The costs and expenses incurred in
  enforcing this right of indemnification  shall be paid by the Company,  unless a
  court of competent jurisdiction determines that the Rights Agent is not entitled
  to the indemnity provided herein.
  
                    (b) The Rights Agent shall be  authorized  and  protected  and
  shall  incur no  liability  for or in respect of any action  taken,  suffered or
  omitted  by it in  connection  with  its  administration  of this  Agreement  in
  reliance  upon any Rights  Certificate  or  certificate  for Common Stock or for
  other securities of the Company,  instrument of assignment or transfer, power of
  attorney,   endorsement,   affidavit,   letter,  notice,   direction,   consent,
  certificate,  statement, or other paper or document believed by it to be genuine
  and to be signed,  executed and, where necessary,  verified or acknowledged,  by
  the proper  Person or Persons,  or  otherwise  upon the advice of counsel as set
  forth in Section 20 hereof.
  
           Section 19.  Merger or Consolidation or Change of Name of Rights Agent.
           ----------------------------------------------------------------------
  
                    (a) Any Person  into which the Rights  Agent or any  successor
  Rights Agent may be merged or with which it may be  consolidated,  or any Person
  resulting  from any merger or  consolidation  to which the  Rights  Agent or any
  successor  Rights  Agent  shall  be a party,  or any  Person  succeeding  to the
  shareholder services business of the Rights Agent or any successor Rights Agent,
  shall be the  successor  to the Rights  Agent under this  Agreement  without the
  execution  or filing of any paper or any  further  act on the part of any of the
  parties  hereto;  provided,  however,  that such Person  would be  eligible  for
  appointment  as a  successor  Rights  Agent under the  provisions  of Section 21
  hereof.  In case at the time such  successor  Rights Agent shall  succeed to the
  agency created by this Agreement, any of the Rights Certificates shall have been
  countersigned  but not delivered,  any such successor Rights Agent may adopt the
  countersignature   of  a  predecessor  Rights  Agent  and  deliver  such  Rights
  Certificates  so  countersigned;  and in  case at that  time  any of the  Rights
  Certificates shall not have been  countersigned,  any successor Rights Agent may
  countersign such Rights Certificates either in the name of the predecessor or in
  the name of the  successor  Rights  Agent;  and in all such  cases  such  Rights
  Certificates  shall have the full force provided in the Rights  Certificates and
  in this Agreement.
  
                    (b) In case at any time the name of the Rights  Agent shall be
  changed  and at  such  time  any of the  Rights  Certificates  shall  have  been
  countersigned but not delivered, the Rights Agent may adopt the countersignature
  under its prior name and deliver Rights  Certificates so  countersigned;  and in
  case  at  that  time  any  of  the  Rights  Certificates  shall  not  have  been
  countersigned,  the Rights Agent may countersign such Rights Certificates either
  in its prior name or in its  changed  name;  and in all such  cases such  Rights
  Certificates  shall have the full force provided in the Rights  Certificates and
  in this Agreement.
  
           Section 20. Duties of Rights Agent.  The Rights Agent  undertakes  only
  the  duties  and  obligations  expressly  imposed  by this  Agreement  upon  the
  following terms and  conditions,  by all of which the Company and the holders of
  Rights Certificates, by their acceptance thereof, shall be bound:
  
                    (a) The Rights Agent may consult  with legal  counsel (who may
  be legal  counsel for the  Company),  and the advice or opinion of such  counsel
  shall be full and complete  authorization  and protection to the Rights Agent as
  to any action  taken,  suffered or omitted by it in good faith and in accordance
  with such advice or opinion.
  
                    (b)  Whenever  in the  performance  of its  duties  under this
  Agreement the Rights Agent shall deem it necessary or desirable that any fact or
  matter (including,  without limitation,  the identity of any Acquiring Person or
  Adverse  Person and the  determination  of "Current  Market Price") be proved or
  established  by the Company  prior to taking,  suffering  or omitting any action
  hereunder,  such fact or matter  (unless  other  evidence in respect  thereof be
  herein  specifically  prescribed)  may be deemed to be  conclusively  proved and
  established by a certificate signed by the Chairman of the Board, the President,
  any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any
  Assistant  Secretary of the Company and delivered to the Rights Agent;  and such
  certificate  shall be full  authorization and protection to the Rights Agent and
  the Rights Agent shall incur no liability for or in respect of any action taken,
  suffered or omitted in good faith by it under the  provisions of this  Agreement
  in reliance upon such certificate.
  
                    (c) The Rights  Agent shall be liable  hereunder  only for its
  own  negligence,  bad faith or willful  misconduct  as  determined by a court of
  competent jurisdiction.  Anything to the contrary  notwithstanding,  in no event
  shall the Rights Agent be liable for special, punitive, indirect,  consequential
  or incidental loss or damage of any kind  whatsoever  (including but not limited
  to lost profits), even if the Rights Agent has been advised of the likelihood of
  such loss or damage.
  
                    (d) The Rights  Agent  shall not be liable for or by reason of
  any of the statements of fact or recitals  contained in this Agreement or in the
  Rights  Certificates  or be  required  to  verify  the  same  (except  as to its
  countersignature  on such  Rights  Certificates),  but all such  statements  and
  recitals are and shall be deemed to have been made by the Company only.
  
                    (e) The  Rights  Agent  shall  not be under any  liability  or
  responsibility in respect of the validity of this Agreement or the execution and
  delivery  hereof  (except the due  execution  hereof by the Rights  Agent) or in
  respect of the  validity  or  execution  of any Rights  Certificate  (except its
  countersignature  thereof); nor shall it be liable or responsible for any breach
  by the Company of any  covenant or condition  contained in this  Agreement or in
  any Rights Certificate; nor shall it be liable or responsible for any adjustment
  required  under the  provisions of Section 3, Section 11, Section 13, Section 23
  or Section 24 hereof or responsible for the manner, method or amount of any such
  adjustment or the  ascertaining of the existence of facts that would require any
  such  adjustment  (except with  respect to the  exercise of Rights  evidenced by
  Rights Certificates after actual notice of any such adjustment); nor shall it by
  any act  hereunder  be deemed to make any  representation  or warranty as to the
  authorization or reservation of any shares of Common Stock or Preferred Stock to
  be issued pursuant to this Agreement or any Rights  Certificate or as to whether
  any shares of Common Stock or Preferred Stock will,  when so issued,  be validly
  authorized and issued, fully paid and nonassessable.
  
                    (f)  The  Company  agrees  that  it  will  perform,   execute,
  acknowledge  and deliver or cause to be performed,  executed,  acknowledged  and
  delivered  all such further and other acts,  instruments  and  assurances as may
  reasonably be required by the Rights Agent for the carrying out or performing by
  the Rights Agent of the provisions of this Agreement.
  
                    (g) The Rights  Agent is hereby  authorized  and  directed  to
  accept instructions with respect to the performance of its duties hereunder from
  the Chairman of the Board, the President, any Vice President, the Secretary, any
  Assistant Secretary,  the Treasurer or any Assistant Treasurer of the Company or
  any designee of any of the  foregoing,  and to apply to such officers for advice
  or instructions  in connection  with its duties,  and it shall not be liable for
  any  action  taken,  suffered  or  omitted  to be taken  by it in good  faith in
  accordance  with  instructions  of any such  officer  or for any delay in acting
  while waiting for those instructions.
  
                    (h) The Rights Agent and any stockholder, director, Affiliate,
  officer  or  employee  of the Rights  Agent may buy,  sell or deal in any of the
  Rights or other  securities of the Company or become  pecuniarily  interested in
  any transaction in which the Company may be interested, or contract with or lend
  money to the Company or otherwise  act as fully and freely as though it were not
  Rights Agent under this  Agreement.  Nothing  herein  shall  preclude the Rights
  Agent from acting in any other capacity for the Company or for any other Person.
  
                    (i) The  Rights  Agent may  execute  and  exercise  any of the
  rights or powers hereby vested in it or perform any duty hereunder either itself
  or by or through  its  attorneys  or agents,  and the Rights  Agent shall not be
  answerable or  accountable  for any act,  default,  neglect or misconduct of any
  such attorneys or agents or for any loss to the Company  resulting from any such
  act, default,  neglect or misconduct;  absent  negligence,  bad faith or willful
  misconduct,  as finally  determined by a court of competent  jurisdiction in the
  selection and continued employment thereof.
  
                    (j) No provision of this  Agreement  shall  require the Rights
  Agent to expend or risk its own funds or otherwise incur any financial liability
  in the  performance  of any of its duties  hereunder  or in the  exercise of its
  rights if there shall be reasonable grounds for believing that repayment of such
  funds  or  adequate  indemnification  against  such  risk  or  liability  is not
  reasonably assured to it.
  
                    (k) If, with respect to any Right  Certificate  surrendered to
  the Rights Agent for exercise or transfer,  the certificate attached to the form
  of  assignment  or the form of  election  to  purchase,  as the case may be, has
  either not been  completed  or  indicates  an  affirmative  response to clause 1
  and/or 2 thereof,  the  Rights  Agent  shall not take any  further  action  with
  respect to such requested exercise or transfer without first consulting with the
  Company.
  
           Section 21. Change of Rights  Agent.  The Rights Agent or any successor
  Rights Agent may resign and be discharged  from its duties under this  Agreement
  upon  thirty (30) days'  notice in writing  mailed to the  Company,  and to each
  transfer  agent of the  Common  Stock and  Preferred  Stock,  by  registered  or
  certified  mail,  and to the holders of the Rights  Certificates  by first-class
  mail. The Company may remove the Rights Agent or any successor Rights Agent upon
  thirty (30) days'  notice in writing,  mailed to the Rights  Agent or  successor
  Rights Agent, as the case may be, and to each transfer agent of the Common Stock
  and Preferred  Stock, by registered or certified mail, and to the holders of the
  Rights  Certificates by first-class mail. If the Rights Agent shall resign or be
  removed or shall otherwise become incapable of acting, the Company shall appoint
  a  successor  to the  Rights  Agent.  If the  Company  shall  fail to make  such
  appointment  within a period of thirty  (30) days  after  giving  notice of such
  removal  or  after  it has been  notified  in  writing  of such  resignation  or
  incapacity by the resigning or  incapacitated  Rights Agent or by any registered
  holder of a Rights  Certificate (who shall, with such notice,  submit his Rights
  Certificate  for  inspection by the Company),  then any  registered  holder of a
  Rights  Certificate  may apply to any court of  competent  jurisdiction  for the
  appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
  by the  Company or by such a court,  shall be (i) a Person  organized  and doing
  business under the laws of the United States or the State of New York (or of any
  other state of the United States) so long as such Person is in good standing, is
  subject to supervision  or  examination by federal or state  authority and which
  has at the time of its  appointment  as  Rights  Agent a  combined  capital  and
  surplus of at least $100,000,000 or (ii) is an Affiliate of the Person described
  in (i) above. After appointment, the successor Rights Agent shall be vested with
  the  same  powers,  rights,  duties  and  responsibilities  as  if it  had  been
  originally  named  as  Rights  Agent  without  further  act  or  deed;  but  the
  predecessor  Rights  Agent shall  deliver and transfer to the  successor  Rights
  Agent any property at the time held by it hereunder, and execute and deliver any
  further assurance,  conveyance, act or deed necessary for the purpose. Not later
  than the effective date of any such  appointment,  the Company shall file notice
  thereof in writing with the predecessor  Rights Agent and each transfer agent of
  the Common Stock and the Preferred  Stock,  and mail a notice thereof in writing
  to the registered holders of the Rights Certificates. Failure to give any notice
  provided  for in this  Section 21,  however,  or any defect  therein,  shall not
  affect  the  legality  or  validity  of  the  Rights,  Rights  Agreement  or the
  resignation  or removal of the Rights Agent or the  appointment of the successor
  Rights Agent, as the case may be.
  
           Section 22. Issuance of New Rights Certificates. Notwithstanding any of
  the provisions of this  Agreement or of the Rights to the contrary,  the Company
  may, at its option, issue new Rights Certificates evidencing Rights in such form
  as may be approved by its Board of Directors to reflect any adjustment or change
  in the  Purchase  Price  and the  number  or kind or  class of  shares  or other
  securities  or  property  purchasable  under  the  Rights  Certificates  made in
  accordance  with the provisions of this  Agreement.  In addition,  in connection
  with the issuance or sale of shares of Common Stock  following the  Distribution
  Date and prior to the  redemption or  expiration of the Rights,  the Company (a)
  shall,  with respect to shares of Common Stock so issued or sold pursuant to the
  exercise of stock options or under any employee plan or arrangement,  granted or
  awarded  as of the  Distribution  Date,  or upon  the  exercise,  conversion  or
  exchange of securities  hereinafter  issued by the Company,  and (b) may, in any
  other case, if deemed  necessary or appropriate by the Board of Directors of the
  Company, issue Rights Certificates representing the appropriate number of Rights
  in connection with such issuance or sale;  provided,  however,  that (i) no such
  Rights Certificate shall be issued if, and to the extent that, the Company shall
  be advised by counsel  that such  issuance  would create a  significant  risk of
  material  adverse  tax  consequences  to the  Company or the Person to whom such
  Rights Certificate would be issued, and (ii) no such Rights Certificate shall be
  issued if, and to the extent that,  appropriate  adjustment shall otherwise have
  been made in lieu of the issuance thereof.
  
           Section 23.  Redemption and Termination.
           ---------------------------------------
  
                    (a) The Board of  Directors of the Company may, at its option,
  at any time prior to the earlier of (i) the Close of  Business on the  fifteenth
  day  following the Stock  Acquisition  Date (or, if the Stock  Acquisition  Date
  shall have  occurred  prior to the Record  Date,  the Close of  Business  on the
  fifteenth day following the Record  Date),  or (ii) the Final  Expiration  Date,
  redeem  all but not less than all the then  outstanding  Rights at a  redemption
  price of $0.01 per  Right,  as such  amount  may be  appropriately  adjusted  to
  reflect any stock split, stock dividend or similar  transaction  occurring after
  the date hereof  (such  redemption  price being  hereinafter  referred to as the
  "Redemption Price").  Notwithstanding the foregoing,  the Board of Directors may
  not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B)
  that any Person is an Adverse Person. Notwithstanding anything contained in this
  Agreement to the contrary,  the Rights shall not be exercisable  after the first
  occurrence  of a Section  11 Event  until  such time as the  Company's  right of
  redemption  set forth in the first  sentence of this Section  23(a) has expired.
  The Company  may, at its option,  pay the  Redemption  Price in cash,  shares of
  Common Stock (based on the Current  Market Price of the Common Stock at the time
  of  redemption)  or any other form of  consideration  deemed  appropriate by the
  Board of Directors.
  
                    (b)  Immediately  upon the action of the Board of Directors of
  the Company ordering the redemption of the Rights,  evidence of which shall have
  been filed with the Rights Agent and without any further  action and without any
  notice,  the right to  exercise  the Rights  will  terminate  and the only right
  thereafter of the holders of Rights shall be to receive the Redemption Price for
  each Right so held. Promptly after the action of the Board of Directors ordering
  the redemption of the Rights,  the Company shall give notice of such  redemption
  to the Rights  Agent and the holders of the then  outstanding  Rights by mailing
  such notice to all such holders at each holder's last address as it appears upon
  the registry  books of the Rights Agent or, prior to the  Distribution  Date, on
  the registry books of the Transfer Agent for the Common Stock.  Any notice which
  is mailed in the manner herein  provided  shall be deemed given,  whether or not
  the holder  receives the notice.  Each such notice of redemption  will state the
  method by which the payment of the Redemption Price will be made.
  
           Section 24.  Exchange.
           ---------------------
  
                    (a) The Board of  Directors of the Company may, at its option,
  at any time after any Person becomes an Acquiring  Person or is determined to be
  an Adverse Person pursuant to Section 11(a)(ii)(B),  exchange all or part of the
  then  outstanding  and  exercisable  Rights (which shall not include Rights that
  have become null and void pursuant to the provisions of Section 7(e) hereof) for
  shares of Common Stock at an exchange  ratio of one share of Comdisco  Stock per
  Comdisco Right and one share of Ventures Stock per Ventures Right, appropriately
  adjusted  to reflect any stock  split,  stock  dividend  or similar  transaction
  occurring  after the date hereof  (each such  exchange  ratio being  hereinafter
  referred to as an "Exchange Ratio"). Notwithstanding the foregoing, the Board of
  Directors  shall not be empowered to effect such  exchange at any time after any
  Person  (other than the Company,  any  Subsidiary  of the Company,  any employee
  benefit plan of the Company or any such Subsidiary, or any entity holding Common
  Stock  for or  pursuant  to the  terms  of any  such  plan),  together  with all
  Affiliates and Associates of such Person, becomes the Beneficial Owner of Common
  Stock representing fifty percent (50%) or more of the total Voting Rights of all
  Common Stock then outstanding.
  
                    (b)  Immediately  upon the action of the Board of Directors of
  the Company  ordering the exchange of any Rights  pursuant to subsection  (a) of
  this Section 24 and without any further action and without any notice, the right
  to exercise  such Rights  shall  terminate  and the only right  thereafter  of a
  holder of such  Rights  shall be to receive  that  number of shares of  Comdisco
  Stock or Ventures  Stock, as the case may be, equal to the number of such Rights
  held by such holder  multiplied by the applicable  Exchange  Ratio.  The Company
  shall promptly give public notice of any such exchange;  provided, however, that
  the failure to give, or any defect in, such notice shall not affect the validity
  of such exchange.  The Company promptly shall mail a notice of any such exchange
  to the  Rights  Agent and to all of the  holders  of such  Rights at their  last
  addresses as they appear upon the registry books of the Rights Agent. Any notice
  which is mailed in the manner herein provided shall be deemed given,  whether or
  not the holder receives the notice.  Each such notice of exchange will state the
  method by which the exchange of Common Stock for Rights will be effected and, in
  the event of any partial exchange, the number of Rights which will be exchanged.
  Any partial  exchange  shall be effected  pro rata based on the number of Rights
  (other than Rights which have become null and void pursuant to the provisions of
  Section 7(e) hereof) held by each holder of Rights.
  
                    (c) In any exchange  pursuant to this Section 24, the Company,
  at its  option,  may  substitute  (i) Series C  Preferred  Stock (or  equivalent
  preferred shares, as such term is defined in Section 11(b) hereof) for shares of
  Comdisco  Stock  exchangeable  for Comdisco  Rights,  at the initial rate of one
  one-thousandth of a Series C Preferred Stock (or equivalent preferred share) for
  each share of Comdisco  Stock and (ii) Series D Preferred  Stock (or  equivalent
  preferred shares, as such term is defined in Section 11(b) hereof) for shares of
  Ventures Stock  exchangeable  for Ventures  Rights,  at the preferred share) for
  each share of Ventures  Stock,  such rates, in the case of clause (i) or (ii) of
  this Section 24(c), to be appropriately  adjusted to reflect  adjustments in the
  voting rights of the Preferred Stock pursuant to the terms thereof,  so that the
  fraction of a Preferred  Stock  delivered in lieu of Common Stock shall have the
  same voting rights as such share of Common Stock.
  
                    (d) In the event that there shall not be sufficient  shares of
  Common Stock or Preferred  Stock issued but not  outstanding  or authorized  but
  unissued to permit any exchange of Rights as  contemplated  in  accordance  with
  this  Section 24, the Company  shall take all such action as may be necessary to
  authorize additional shares of Common Stock or Preferred Stock for issuance upon
  exchange of the Rights.
  
                    (e) The Company  shall not be required to issue  fractions  of
  shares of Common Stock or to distribute  certificates which evidence  fractional
  shares of Common Stock. In lieu of such fractional shares of Common Stock, there
  shall be paid to the registered holders of the Right Certificates with regard to
  which such  fractional  share of Common Stock would  otherwise  be issuable,  an
  amount in cash equal to the same fraction of the Current Market Value of a whole
  share of Common  Stock.  For the purposes of this  subsection  (e), the "Current
  Market  Value" of a whole share of Common Stock shall be the closing  price of a
  share of Common Stock (as determined  pursuant to the second sentence of Section
  11(d)(i)  hereof) for the Trading Day immediately  prior to the date of exchange
  pursuant to this Section 24.
  
           Section 25.  Notice of Certain Events.
           -------------------------------------
  
                    (a) In case the Company shall  propose,  at any time after the
  Distribution  Date, (i) to pay any dividend payable in stock of any class to the
  holders of Preferred  Stock or to make any other  distribution to the holders of
  Preferred Stock (other than a regular quarterly cash dividend out of earnings or
  retained earnings of the Company),  or (ii) to offer to the holders of Preferred
  Stock rights or warrants to subscribe for or to purchase any  additional  shares
  of  Preferred  Stock or shares  of stock of any  class or any other  securities,
  rights or  options,  or (iii) to effect any  reclassification  of its  Preferred
  Stock  (other  than  a  reclassification   involving  only  the  subdivision  of
  outstanding  shares of Preferred  Stock), or (iv) to effect any consolidation or
  merger into or with any other Person  (other than a Subsidiary of the Company in
  a transaction  which complies with Section 11(o) hereof),  or to effect any sale
  or other  transfer (or to permit one or more of its  Subsidiaries  to effect any
  sale or other transfer), in one transaction or a series of related transactions,
  of  more  than  50% of the  assets  or  earning  power  of the  Company  and its
  Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
  Company and/or any of its Subsidiaries in one or more transactions each of which
  complies  with  Section  11(o)  hereof),  or  (v)  to  effect  the  liquidation,
  dissolution  or winding up of the Company,  then, in each such case, the Company
  shall give to each holder of a Rights  Certificate  and to the Rights Agent,  to
  the extent feasible and in accordance  with Section 26 hereof,  a notice of such
  proposed  action,  which shall  specify the record date for the purposes of such
  stock dividend,  distribution  of rights or warrants,  or the date on which such
  reclassification,    consolidation,   merger,   sale,   transfer,   liquidation,
  dissolution,  or  winding  up is to take  place  and the  date of  participation
  therein by the holders of the shares of Preferred  Stock, if any such date is to
  be fixed, and such notice shall be so given in the case of any action covered by
  clause (i) or (ii) above at least  twenty (20) days prior to the record date for
  determining  holders  of the  shares of  Preferred  Stock for  purposes  of such
  action,  and in the case of any such other  action,  at least  twenty  (20) days
  prior  to the  date  of the  taking  of  such  proposed  action  or the  date of
  participation therein by the holders of the shares of Preferred Stock, whichever
  shall be the earlier.
  
                    (b) In case any Section 11 Event  shall  occur,  then,  in any
  such case, (i) the Company shall as soon as practicable  thereafter give to each
  holder of a Rights  Certificate  and to the Rights Agent, to the extent feasible
  and in  accordance  with Section 26 hereof,  a notice of the  occurrence of such
  event,  which  shall  specify  the  event and the  consequences  of the event to
  holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the
  preceding  paragraph to Preferred  Stock shall be deemed  thereafter to refer to
  Common Stock and/or other securities.
  
           Section 26. Notices. Notices or demands authorized by this Agreement to
  be given or made by the Rights Agent or by the holder of any Rights  Certificate
  to or on the Company shall be sufficiently  given or made if sent by first-class
  mail, postage prepaid, addressed (until another address is filed in writing with
  the Rights Agent) as follows:
  
                    Comdisco, Inc.
                    6111 North River Road
                    Rosemont, Illinois  60018
                    Attention:  Secretary
  
  Subject to the provisions of Section 21, any notice or demand authorized by this
  Agreement  to be given or made by the  Company  or by the  holder of any  Rights
  Certificate  to or on the Rights  Agent shall be  sufficiently  given or made if
  sent by first-class mail,  postage prepaid,  addressed (until another address is
  filed in writing with the Company) as follows:
  
                    ChaseMellon Shareholder Services, L.L.C.
                    44 Wall Street, 6th Floor
                    New York, New York 10005
                    Attention:  Don Messmer
  
  Notices  or  demands  authorized  by this  Agreement  to be given or made by the
  Company or the Rights  Agent to the holder of any  Rights  Certificate  (or,  if
  prior to the  Distribution  Date,  to the  holder of  certificates  representing
  shares  of  Common  Stock)  shall  be  sufficiently  given  or  made  if sent by
  first-class  mail,  postage prepaid,  addressed to such holder at the address of
  such holder as shown on the registry books of the Company.
  
           Section 27. Supplements and Amendments.  Prior to the Distribution Date
  and subject to the penultimate  sentence of this Section 27, the Company and the
  Rights Agent,  shall supplement or amend any provision of this Agreement without
  the approval of any holders of certificates  representing shares of Common Stock
  and associated  Rights.  From and after the Distribution Date and subject to the
  penultimate  sentence of this  Section 27, the Company and the Rights Agent may,
  if the  Company so  directs,  supplement  or amend this  Agreement  without  the
  approval  of any  holders  of  Rights  Certificates  in order  to:  (i) cure any
  ambiguity,  (ii) correct or supplement any provision  contained herein which may
  be defective or inconsistent with any other provisions herein,  (iii) shorten or
  lengthen any time period hereunder,  or (iv) change or supplement the provisions
  hereunder  in any manner which the Company may deem  necessary or desirable  and
  which  shall  not  adversely  affect  the  interests  of the  holders  of Rights
  Certificates (other than an Acquiring Person,  Adverse Person or an Affiliate or
  Associate of an Acquiring Person or Adverse  Person);  provided,  however,  that
  this  Agreement  may not be  supplemented  or amended to  lengthen,  pursuant to
  clause (iii) of this sentence, (A) a time period relating to when the Rights may
  be redeemed at such time as the Rights are not then redeemable, or (B) any other
  time period unless such lengthening is for the purpose of protecting,  enhancing
  or  clarifying  the rights of,  and/or the  benefits  to, the  holders of Rights
  (other  than an  Acquiring  Person or  Adverse  Person  and its  Associates  and
  Affiliates).Upon  the delivery of a  certificate  from an officer of the Company
  which states that the proposed supplement or amendment is in compliance with the
  terms of this Section 27, and such  supplement  or amendment  does not change or
  increase the Rights Agent's duties, liabilities or obligations, the Rights Agent
  shall execute such supplement or amendment.  Prior to the Distribution Date, the
  interests of the holders of Rights shall be deemed coincident with the interests
  of the holders of Common Stock.
  
           Section 28.  Successors.  All the covenants and provisions of this
           Agreement by or for the benefit of the Company or the Rights Agent
           shall bind and inure to the benefit of their respective successors and
           assigns hereunder.
  
           Section 29. Determinations and Actions by the Board of Directors,  etc.
  For all purposes of this  Agreement,  any calculation of the number of shares of
  Common Stock or any other class of capital stock  outstanding  at any particular
  time,  including for purposes of determining  the particular  percentage of such
  outstanding  shares of Common Stock of which any Person is the Beneficial Owner,
  shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
  General Rules and Regulations  under the Exchange Act. The Board of Directors of
  the Company  shall have the exclusive  power and  authority to  administer  this
  Agreement  and to  exercise  all rights and powers  specifically  granted to the
  Board  or  to  the  Company,  or  as  may  be  necessary  or  advisable  in  the
  administration of this Agreement,  including,  without limitation, the right and
  power to (i)  interpret  the  provisions  of this  Agreement,  and (ii) make all
  determinations  deemed  necessary or advisable  for the  administration  of this
  Agreement  (including a  determination  to redeem or not redeem the Rights or to
  amend  the  Agreement).All  such  actions,  calculations,   interpretations  and
  determinations  (including, for purposes of clause (y) below, all omissions with
  respect  to the  foregoing)  which are done or made by the Board in good  faith,
  shall (x) be final, conclusive and binding on the Company, the Rights Agent, the
  holders of the Rights and all other  parties,  and (y) not  subject the Board to
  any liability to the holders of the Rights.
  
           Section 30. Benefits of This Agreement. Nothing in this Agreement shall
  be construed to give to any Person other than the Company,  the Rights Agent and
  the  registered   holders  of  the  Rights   Certificates  (and,  prior  to  the
  Distribution  Date,  registered  holders  of the  Common  Stock)  any  legal  or
  equitable right, remedy or claim under this Agreement;  but this Agreement shall
  be for the sole and exclusive  benefit of the Company,  the Rights Agent and the
  registered  holders of the Rights  Certificates  (and, prior to the Distribution
  Date, registered holders of the Common Stock).
  
           Section  31.  Severability.   If  any  term,  provision,   covenant  or
  restriction  of this Agreement is held by a court of competent  jurisdiction  or
  other  authority  to be invalid,  void or  unenforceable,  the  remainder of the
  terms, provisions,  covenants and restrictions of this Agreement shall remain in
  full force and effect and shall in no way be affected,  impaired or invalidated;
  provided,  however,  that  notwithstanding  anything  in this  Agreement  to the
  contrary, if any such term,  provision,  covenant or restriction is held by such
  court  or  authority  to be  invalid,  void or  unenforceable  and the  Board of
  Directors of the Company determines in its good faith judgment that severing the
  invalid  language  from this  Agreement  would  adversely  affect the purpose or
  effect of this Agreement, the right of redemption set forth in Section 23 hereof
  shall be  reinstated  and shall not expire  until the Close of  Business  on the
  tenth day  following the date of such  determination  by the Board of Directors.
  Without  limiting the  foregoing,  if any provision  requiring a majority of the
  members of the Board of  Directors  who are not  officers of the Company and who
  are not  representatives,  nominees,  Affiliates  or  Associates of an Acquiring
  Person to act is held by any court of competent  jurisdiction or other authority
  to be invalid,  void or unenforceable,  such determination  shall be made by the
  Board of  Directors of the Company in  accordance  with  applicable  law and the
  Company's Certificate of Incorporation and Bylaws.
  
           Section 32.  Governing Law. This Agreement,  each Right and each Rights
  Certificate  issued  hereunder  shall be deemed to be a contract  made under the
  laws of the State of  Delaware  and for all  purposes  shall be  governed by and
  construed in accordance with the laws of such state applicable to contracts made
  and to be performed entirely within such state.
  
           Section 33. Counterparts.  This Agreement may be executed in any number
  of counterparts and each of such  counterparts  shall for all purposes be deemed
  to be an original,  and all such counterparts shall together  constitute but one
  and the same instrument.
  
           Section 34. Descriptive  Headings.  Descriptive headings of the several
  Sections of this  Agreement  are  inserted  for  convenience  only and shall not
  control or affect the meaning or construction of any of the provisions hereof.
  
           IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Rights
  Agreement  to be duly  executed  and  their  respective  corporate  seals  to be
  hereunto affixed and attested, all as of the day and year first above written.
  
  Attest:                                              COMDISCO, INC.
  
  By: /s/ Camille Cribaro-Mello                        By: Philip A. Hewes
  
  Name: Camille Cribaro-Mello                          Name: Philip A. Hewes
  Title: Assistant Corporate Counsel                   Title:Senior Vice President
                                                       and Secretary
  
  Attest:                                              ChaseMellon Shareholder
  
                          Services, L.L.C., as Rights Agent
  
  By: /s/ John W. Cower, Jr.                           By: /s/ Donald P. Messmer
  
  Name: John W. Cower, Jr.                             Name:    Donald P. Messmer
  Title: Rel. Mgr                                      Title: Authorized Signatory
  1042324 v5
  Execution Copy:  May 4, 2000
                                        A-31
  
                                      EXHIBIT A
  
                                AMENDED AND RESTATED
  
                   CERTIFICATE OF INCORPORATION OF COMDISCO, INC.
                      CONTAINING THE DESIGNATIONS, PREFERENCES
  
                            AND RIGHTS OF SERIES C JUNIOR
  
                            PARTICIPATING PREFERRED STOCK
  
                        AND OF SERIES D JUNIOR PARTICIPATING
  
                          PREFERRED STOCK AS FILED WITH THE
  
                              SECRETARY OF STATE OF THE
  
                                STATE OF DELAWARE ON
  
                                     MAY 4,2000
  AMENDED AND RESTATED
  
                            CERTIFICATE OF INCORPORATION
  
                                         OF
  
                                   COMDISCO, INC.
  
  Comdisco,  Inc. (the "Corporation "), a corporation organized and existing under
  and by virtue of the  General  Corporation  Law of the State of Delaware ( "DGCL
  "), certifies:
  
  FIRST. That the name under which the Corporation was originally incorporated was
  Comdisco,   Inc.  and  the  date  of  filing  of  its  original  certificate  of
  incorporation was June 28, 1971.
  
  SECOND.  That,  pursuant to Sections 242 and 245 of the DGCL, the  Corporation's
  Board of  Directors  and  shareholders  duly  adopted  this Amended and Restated
  Certificate of Incorporation.
  
  THIRD.  The  text of the  Corporation's  amended  and  restated  certificate  of
  incorporation is hereby further amended and restated to read in full as follows:
  
       1. The name of the Corporation is COMDISCO, INC.
  
       2. The  address of its  registered  office in the State of  Delaware is No.
          1209 Orange Street, in the City of Wilmington, County of New Castle. The
          name of its registered  agent at such address is The  Corporation  Trust
          Company.
  
       3. The nature of the business or purposes to be conducted or promoted is:
  
            To engage in any lawful act or activity for which  corporations may be
            organized under the General Corporation Law of Delaware.
  
            To  manufacture,  purchase  or  otherwise  acquire,  invest  in,  own,
            mortgage,  pledge,  sell, assign and transfer or otherwise dispose of,
            trade, deal in and deal with goods, wares and merchandise and personal
            property of every class and description.
  
            To acquire, and pay for in cash, stock or bonds of this corporation or
            otherwise,  the  good  will,  rights,  assets  and  property,  and  to
            undertake  or  assume  the  whole  or any part of the  obligations  or
            liabilities of any person, firm, association or corporation.
  
            To acquire,  hold, use, sell, assign, lease, grant licenses in respect
            of,  mortgage  or  otherwise  dispose of letters  patent of the United
            States or any foreign country, patent rights, licenses and privileges,
            inventions,  improvements  and processes,  copyrights,  trademarks and
            trade names,  relating to or useful in connection with any business of
            this corporation.
  
            To acquire by purchase,  subscription  or  otherwise,  and to receive,
            hold, own,  guarantee,  sell, assign,  exchange,  transfer,  mortgage,
            pledge or  otherwise  dispose of or deal in and with any of the shares
            of the capital stock,  or any voting trust  certificates in respect of
            the  shares  of  capital  stock,  scrip,   warrants,   rights,  bonds,
            debentures, notes, trust receipts, and other securities,  obligations,
            choses in action and evidences of  indebtedness  or interest issued or
            created  by  any  corporations,  joint  stock  companies,  syndicates,
            associations,  firms, trusts or persons,  public or private, or by the
            government  of  the  United  States  of  America,  or by  any  foreign
            government,  or by any state,  territory,  province,  municipality  or
            other  political  subdivision or by any  governmental  agency,  and as
            owner  thereof to possess  and  exercise  all the  rights,  powers and
            privileges of ownership,  including the right to execute  consents and
            vote  thereon,  or to do any and all  acts  and  things  necessary  or
            advisable   for  the   preservation,   protection,   improvement   and
            enhancement in value thereof.
  
            To borrow or raise moneys for any of the  purposes of the  corporation
            and,  from time to time  without  limit as to amount,  to draw,  make,
            accept, endorse,  execute and issue promissory notes, drafts, bills of
            exchange,   warrants,   bonds,  debentures  and  other  negotiable  or
            non-negotiable  instruments  and  evidences  of  indebtedness,  and to
            secure  the  payment of any  thereof  and of the  interest  thereon by
            mortgage  upon or pledge,  conveyance  or  assignment  in trust of the
            whole or any part of the property of the  corporation,  whether at the
            time owned or thereafter  acquired,  and to sell,  pledge or otherwise
            dispose of such bonds or other  obligations of the corporation for its
            corporate purposes.
  
            To  purchase,  receive,  take  by  grant,  gift,  devise,  bequest  or
            otherwise,  lease, or otherwise acquire,  own, hold, improve,  employ,
            use and otherwise deal in and with real or personal  property,  or any
            interest  therein,  wherever  situated,  and to sell,  convey,  lease,
            exchange, transfer or otherwise dispose of, or mortgage or pledge, all
            or any of the corporation's property, assets, or any interest therein,
            wherever situated.
  
            In general,  to possess  and  exercise  all the powers and  privileges
            granted by the General Corporation Law of Delaware or by any other law
            of  Delaware  or  by  this   Amended  and  Restated   Certificate   of
            Incorporation  together with any powers incidental  thereto, so far as
            such powers and privileges are necessary or convenient to the conduct,
            promotion   or   attainment   of  the  business  or  purposes  of  the
            corporation.
  
            The business and purposes  specified in the foregoing  clauses  shall,
            except where otherwise  expressed,  be in nowise limited or restricted
            by reference to, or inference  from,  the terms of any other clause in
            this  Amended  and  Restated  Certificate  of  Incorporation,  but the
            business and purposes  identified in each of the foregoing  clauses of
            this article shall be regarded as independent business and purposes.
  
       4. Capital Stock.  The total number of shares of all classes of stock which
          the  Corporation   shall  have  authority  to  issue  is   1,900,000,000
          consisting of (i) 1,800,000,000  shares of Common Stock, $0.10 par value
          per share ("Common  Stock"),  and (ii)  100,000,000  shares of Preferred
          Stock, $0.10 par value per share ("Preferred Stock").
  
            A. Common Stock.
  
                 1. Issuance of Common Stock in Series; Designation;
                    Reclassification.
  
                      Subject  to  the   provisions   of  this  Article  4(A)  and
                      provisions of law, the Corporation  shall have the authority
                      to issue  shares of Common  Stock in  multiple  series.  One
                      series of Common Stock shall be designated as Comdisco Stock
                      ("Comdisco Stock").  The second series of Common Stock shall
                      be designated as Comdisco Ventures Stock ("Ventures Stock").
                      When the filing of this Amended and Restated  Certificate of
                      Incorporation becomes effective,  each share of Common Stock
                      outstanding immediately prior thereto shall automatically be
                      reclassified as one share of Comdisco Stock (and outstanding
                      certificates  that had  theretofore  represented  shares  of
                      Common  Stock shall  thereupon  represent an equal number of
                      shares  of  Comdisco   Stock  despite  the  absence  of  any
                      indication thereon to that effect).
  
                      The  total  number of shares  of  Comdisco  Stock  which the
                      Corporation   shall  have  the   authority  to  issue  shall
                      initially be 750,000,000,  and the total number of shares of
                      Ventures  Stock  which  the   Corporation   shall  have  the
                      authority to issue shall initially be 750,000,000. The Board
                      of Directors (or such committee of the Board of Directors as
                      the Board of Directors shall empower) is hereby empowered to
                      authorize by resolution or  resolutions,  an increase in the
                      number of  authorized  shares of Comdisco  Stock or Ventures
                      Stock in (but not above a number  for  either  series  that,
                      when added to the number of  authorized  shares of all other
                      designated  series of Common  Stock  would  exceed the total
                      number of  authorized  shares of Common Stock) or a decrease
                      in the  number of  authorized  shares of  Comdisco  Stock or
                      Ventures  Stock  (but not  below the  number of shares  then
                      outstanding).   The  Board  of  Directors   shall  have  the
                      authority  to  designate,  prior  to the  time of the  first
                      issuance  of  the   Ventures   Stock,   the  number   which,
                      immediately  prior to such first  issuance,  will constitute
                      the  Number of Shares  Issuable  with  Respect  to  Comdisco
                      Group's Retained Interest in Comdisco Ventures and any other
                      terms  which  are  consistent  with  applicable  law and the
                      provisions of this Article 4(A).
  
                      The Board of  Directors  (or such  committee of the Board of
                      Directors as the Board of Directors shall empower) is hereby
                      empowered to authorize by  resolution  or  resolutions  from
                      time to time the issuance of one or more  additional  series
                      of  Common  Stock  and  to  fix  the  designations,  powers,
                      preferences and relative,  participating,  optional or other
                      rights,  if any,  and  the  qualifications,  limitations  or
                      restrictions thereof, if any, with respect to each series of
                      Common Stock and the number of shares constituting each such
                      series,  and to increase or decrease the number of shares of
                      any such  series to the  extent  permitted  by the DGCL,  as
                      amended from time to time.
  
                 2. Dividends.
  
                      (a) Dividends. Subject to the preferences and other terms of
                      any outstanding  series of Preferred  Stock,  the holders of
                      any  series of Common  Stock  shall be  entitled  to receive
                      dividends  on their  shares of Common Stock if, as, and when
                      declared by the Board of Directors  out of the lesser of (i)
                      the funds of the Corporation  legally available  therefor or
                      (ii) the  Available  Dividend  Amount for the Group to which
                      such series of Common Stock relates.
  
                      (b) Discrimination  Between or Among Series of Common Stock.
                      Subject to  paragraph  (a) of Section 2 of this Article 4(A)
                      and  subject  to the  preferences  and  other  terms  of any
                      outstanding series of Preferred Stock, the Corporation shall
                      have the  authority to declare and pay dividends on a single
                      series  of  Common  Stock,  or one or more  series of Common
                      Stock,  in equal or  unequal  amounts,  notwithstanding  the
                      relative  amounts  of the  Available  Dividend  Amount  with
                      respect to any Group,  the  amount of assets  available  for
                      dividends on either  series of Common  Stock,  the amount of
                      prior  dividends paid on either series of Common Stock,  the
                      respective  voting  rights of each series of Common Stock or
                      any other factor.
  
                 3. Mandatory Dividend, Redemption or Conversion on Disposition of
                 All or  Substantially  All of the  Assets  of a  Group;  Optional
                 Conversion of Comdisco  Stock for Ventures  Stock;  Redemption of
                 Ventures  Stock for Stock of a  Subsidiary  at the  Corporation's
                 Option.
  
                      (a) Mandatory Dividend, Redemption or Conversion.
  
                           (i)  In  the   event  of  a   Disposition   of  All  or
                           Substantially  All of the Assets of a Group (other than
                           an Exempt  Disposition),  the Corporation  shall, on or
                           before the 90th Trading Day after the Disposition Date,
                           provided that the funds of the  Corporation are legally
                           available therefor, either:
  
                                 (x)  declare and pay a dividend to holders of the
                                 series of Common Stock that relates to that Group
                                 (in cash, securities (other than Common Stock) or
                                 other  property,   or  a  combination   thereof),
                                 subject to the limitations on dividends set forth
                                 under  Section  2 of  this  Article  4(A),  in an
                                 aggregate amount having a Fair Value  (determined
                                 as of the Disposition  Date) equal to the product
                                 of the Outstanding Interest Fraction with respect
                                 to such Group  (determined  as of the record date
                                 for such dividend) and the Fair Value (determined
                                 as of the  Disposition  Date) of the Net Proceeds
                                 of such Disposition;
  
                                 (y) redeem  from  holders of the series of Common
                                 Stock that relates to the Group that  consummated
                                 such   Disposition,   in   exchange   for   cash,
                                 securities  (other  than  Common  Stock) or other
                                 property (or a combination  thereof) in an amount
                                 equal to the product of the Outstanding  Interest
                                 Fraction  with respect to such Group  (determined
                                 as of the  redemption  date)  and the Fair  Value
                                 (determined  as of the  Disposition  Date) of the
                                 Net  Proceeds  of  such  Disposition,  all of the
                                 outstanding  shares  of  such  series  of  Common
                                 Stock,    unless   such   Disposition    involves
                                 substantially  all,  but not all,  of the  assets
                                 attributed to such Group, in which case, a number
                                 of  shares  of  such   series  of  Common   Stock
                                 (rounded,  if  necessary,  to the  nearest  whole
                                 number) having an aggregate average Market Value,
                                 during  the 20  consecutive  Trading  Day  period
                                 beginning on the 16th Trading Day  following  the
                                 Disposition Date, equal to such amount; or
  
                                 (z)  if  that  Disposition  relates  to  Comdisco
                                 Ventures  convert  each   outstanding   share  of
                                 Ventures   Stock  into  a  number  of  shares  of
                                 Comdisco  Stock  (rounded,  if necessary,  to the
                                 nearest  whole number) equal to 115% of the ratio
                                 of the  average  Market  Value  of one  share  of
                                 Ventures Stock to the average Market Value of one
                                 share of Comdisco Stock during the 20 consecutive
                                 Trading Day period ending on (and  including) the
                                 fifth  trading  day  prior  to the  first  public
                                 announcement     immediately     preceding    the
                                 Disposition Date).
  
                           (ii) For  purposes  of this  Section 3 of this  Article
                           4(A), if a Group  consummates a Disposition in a series
                           of related transactions,  such Disposition shall not be
                           deemed to have been completed until consummation of the
                           last of such transactions.
  
                      (b) Optional Conversion of Comdisco Stock for Ventures Stock
  
                           (i) The  Corporation  may,  at any time,  convert  each
                           outstanding  share of  Ventures  Stock into a number of
                           shares of Comdisco Stock (rounded, if necessary, to the
                           nearest whole  number) equal to that  percentage of the
                           ratio  of the  average  Market  Value  of one  share of
                           Ventures Stock to the average Market Value of one share
                           of  Comdisco   Stock  (the   "Applicable   Percentage")
                           specified for the applicable conversion date below. The
                           average  Market  Value  of a share  of each  series  of
                           Common  Stock  shall  be   determined   during  the  20
                           consecutive   Trading   Day   period   ending  on  (and
                           including)  the 5th Trading Day  immediately  preceding
                           the date on which the  Corporation  mails the notice of
                           conversion to holders of Ventures Stock.
  
                                If the Conversion Date  The Applicable Percentage
                                        Falls                       Will
                                   During the Period        be the Percentage
                                       Indicated               Specified for
                                         Below               Such Period Below
                                         -----               -----------------
                                First Quarter                      125%
                                Second Quarter                     124%
                                Third Quarter                      123%
                                Fourth Quarter                     122%
                                Fifth Quarter                      121%
                                Sixth Quarter                      120%
                                Seventh Quarter                    119%
                                Eighth Quarter                     118%
                                Ninth Quarter                      117%
                                Tenth Quarter                      116%
                                After Tenth Quarter                115%
  
                           For  purposes  of the  foregoing  chart,  (x) the first
                           "Quarter" is the period from and  including the date of
                           first  issuance  of  shares  of  Ventures  Stock to but
                           excluding  the  third  month  anniversary  of such date
                           (provided that, if the date of first issuance of shares
                           of Ventures Stock is the 29th,  30th or 31st day of any
                           month,  the first "Quarter" will be the period from and
                           including  such date of first issuance to but excluding
                           the  third  month  anniversary  of the first day of the
                           month  immediately  following  the month in which  such
                           date of first issuance  falls) and (y) each  subsequent
                           "Quarter"  is the  period  from and  including  the day
                           after the end of the prior Quarter to but excluding the
                           third month anniversary of such day.
  
                           (ii) Notwithstanding the preceding paragraphs, if a Tax
                           Event has occurred,  the  Applicable  Percentage  shall
                           equal 110%  irrespective  of when the exchange  occurs.
                           "Tax Event" means the receipt by the  Corporation of an
                           opinion of a tax advisor  experienced  in such matters,
                           who  shall  not  be  an  officer  or  employee  of  the
                           Corporation  or any of its  affiliates,  to the  effect
                           that,  as a result of any  amendment  to, or change in,
                           the laws (or any regulations  thereunder) of the United
                           States or any political subdivision or taxing authority
                           thereof or therein  (including  any proposed  change in
                           such   regulations   announced  by  an   administrative
                           agency),   or  as  a   result   of  any   official   or
                           administrative  pronouncement  or  action  or  judicial
                           decision   interpreting   or  applying   such  laws  or
                           regulations, it is more likely than not that for United
                           States federal income tax purposes (1) the Corporation,
                           its subsidiaries or affiliates or any of its successors
                           or its  stockholders  is or, at any time in the future,
                           will be subject to tax upon the  issuance  of shares of
                           either  Comdisco  Stock or Ventures  Stock,  (2) either
                           Comdisco Stock or Ventures Stock is not or, at any time
                           in the future,  will not be treated  solely as stock of
                           the   Corporation  or  (3)  either  Comdisco  Stock  or
                           Ventures  Stock is or will be treated  as  Section  306
                           stock  under  the  Internal  Revenue  Code of 1986,  as
                           amended.  For purposes of rendering such opinion, a tax
                           advisor shall assume that any administrative  proposals
                           will be adopted as  proposed.  However,  in the event a
                           change in law is proposed,  a tax advisor  shall render
                           an opinion only in the event of enactment.
  
                      (c) Optional Redemption of Ventures Stock for Stock of a
                          Subsidiary.
  
                           At any time at which all of the assets and  liabilities
                           of   Comdisco   Ventures   (and  no  other   assets  or
                           liabilities  of  the   Corporation  or  any  subsidiary
                           thereof) are held directly or indirectly by one or more
                           subsidiaries   of   the    Corporation    (the   "Group
                           Subsidiaries"),  the Board of Directors  may,  provided
                           that  there  are  funds  of  the  Corporation   legally
                           available therefor, declare that all of the outstanding
                           shares of Ventures  Stock shall be redeemed,  as of the
                           exchange date described  below, for the number of fully
                           paid and  nonassessable  shares of common stock of each
                           of such Group  Subsidiaries  as is equal to the product
                           of the  Outstanding  Interest  Fraction with respect to
                           Comdisco  Ventures  (determined  as of  the  redemption
                           date) and the number of shares of common  stock of each
                           such  Group  Subsidiary  held by  Comdisco  immediately
                           before such  exchange.  Such shares of common  stock of
                           such Group  Subsidiaries  may be delivered  directly or
                           indirectly  through  the  delivery  of shares of one or
                           more of such Group  Subsidiaries  that own  directly or
                           indirectly all of the other shares that are deliverable
                           pursuant to the preceding sentence.
  
                      (d) General Dividend, Conversion and Redemption Provisions.
  
                           (i) If the  Corporation  completes a Disposition of All
                           or  Substantially  All of the Assets of a Group  (other
                           than an Exempt Disposition), the Corporation shall, not
                           more than the 20 Trading Days after the consummation of
                           such Disposition,  issue a press release specifying (w)
                           the Net Proceeds of such Disposition, (x) the number of
                           shares of the  series of Common  Stock  related to such
                           Group  then  outstanding,  (y) the  number of shares of
                           such series of Common Stock  issuable upon  conversion,
                           redemption   or   exercise   of  any   convertible   or
                           exchangeable  securities,  options or warrants  and the
                           conversion,  redemption or exercise  prices thereof and
                           (z) if the Group is not Comdisco  Group,  the Number of
                           Shares  Issuable  with  Respect  to  Comdisco   Group's
                           Retained Interest in such Group. The Corporation shall,
                           not more than 40 Trading Days after such  consummation,
                           announce  by  press   release   which  of  the  actions
                           specified  in Section  3(a)(i) of this  Article 4(A) it
                           has   determined   to  take,   and  upon   making  that
                           announcement,  that  determination will be irrevocable.
                           In addition,  the Corporation  shall,  not more than 45
                           Trading Days after such  consummation and not less than
                           30 Trading  Days before the  applicable  payment  date,
                           redemption  date or conversion  date,  send a notice by
                           first-class  mail,  postage prepaid,  to holders of the
                           relevant  series of Common Stock at their  addresses as
                           they appear on the transfer  books of the  Corporation,
                           specifying:
  
                                 (1) if the  Corporation  has  determined to pay a
                                 special  dividend,  (A) the record  date for such
                                 dividend,  (B) the payment date of such  dividend
                                 (which  cannot be more than 90 Trading Days after
                                 such  consummation)  and (C) the aggregate amount
                                 and type of property to be paid in such  dividend
                                 (and the approximate per share amount thereof);
  
                                 (2)  if  the   Corporation   has   determined  to
                                 undertake   a   redemption,   (A)  the   date  of
                                 redemption  (which cannot be more than 90 Trading
                                 Days after such consummation),  (B) the aggregate
                                 amount  and  type  of  property  to be  paid as a
                                 redemption  price (and the  approximate per share
                                 amount  thereof),  (C) if less than all shares of
                                 the  relevant  series of  Common  Stock are to be
                                 redeemed, the number of shares to be redeemed and
                                 (D) the place or places  where  certificates  for
                                 shares of such series of Common  Stock,  properly
                                 endorsed or  assigned  for  transfer  (unless the
                                 Corporation waives such  requirement),  should be
                                 surrendered  in return for  delivery of the cash,
                                 securities  or other  property  to be paid by the
                                 Corporation in such redemption; and
  
                                 (3)  if  the   Corporation   has   determined  to
                                 undertake   a   conversion,   (A)  the   date  of
                                 conversion  (which cannot be more than 90 Trading
                                 Days after such consummation),  (B) the number of
                                 shares of the other  series of Common Stock to be
                                 issued  in the  conversion  for each  outstanding
                                 share of such series of Common  Stock and (C) the
                                 place or places where  certificates for shares of
                                 such series of Common Stock, properly endorsed or
                                 assigned  for  transfer  (unless the  Corporation
                                 waives such  requirement),  should be surrendered
                                 in return  for  delivery  of the other  series of
                                 Common Stock to be issued by the  Corporation  in
                                 such conversion.
  
                           (ii) If the  Corporation has determined to complete any
                           conversion  described  in  Section  3(b) or (c) of this
                           Article 4(A), the Corporation  shall,  not less than 30
                           Trading  Days and not more than 45 Trading  Days before
                           the exchange date,  send a notice by first-class  mail,
                           postage  prepaid,  to holders of the relevant series of
                           Common  Stock at their  addresses as they appear on the
                           transfer books of the  Corporation,  specifying (x) the
                           conversion  date and the other terms of the  conversion
                           and (y) the  place or  places  where  certificates  for
                           shares  of  such  series  of  Common  Stock,   properly
                           endorsed  or   assigned   for   transfer   (unless  the
                           Corporation   waives  such   requirement),   should  be
                           surrendered  for  delivery of the stock to be issued or
                           delivered by the Corporation in such conversion.
  
                           (iii)  Neither the failure to mail any notice  required
                           by  this  Section  3(d)  of  this  Article  4(A) to any
                           particular  holder nor any defect  therein would affect
                           the  sufficiency  thereof  with  respect  to any  other
                           holder or the validity of any  dividend,  redemption or
                           conversion contemplated hereby.
  
                           (iv) If the  Corporation  is redeeming less than all of
                           the  outstanding  shares of a series  of  Common  Stock
                           pursuant to Section  3(a)(i) of this Article 4(A),  the
                           Corporation shall redeem such shares pro rata or by lot
                           or by such  other  method  as the  Board  of  Directors
                           determines to be equitable.
  
                           (v) No holder  of  shares  of a series of Common  Stock
                           being  converted  or  redeemed  shall  be  entitled  to
                           receive any cash,  securities  or other  property to be
                           distributed in such conversion or redemption until such
                           holder   surrenders   certificates   for  such  shares,
                           properly  endorsed or assigned  for  transfer,  at such
                           place as the  Corporation  shall  specify  (unless  the
                           Corporation  waives  such  requirement).   As  soon  as
                           practicable   after  the   Corporation's   receipt   of
                           certificates  for such shares,  the  Corporation  shall
                           deliver  to the person for whose  account  such  shares
                           were so  surrendered,  or to the nominee or nominees of
                           such person, the cash,  securities or other property to
                           which such person shall be entitled,  together with any
                           fractional  payment  referred  to  below,  in each case
                           without  interest.  If less  than all of the  shares of
                           Common  Stock  represented  by any one  certificate  is
                           converted or redeemed, the Corporation shall also issue
                           and  deliver a new  certificate  for the shares of such
                           Common Stock not converted or redeemed.
  
                           (vi) The Corporation  shall not be required to issue or
                           deliver  fractional  shares of any capital stock or any
                           other  fractional  securities  to any  holder of Common
                           Stock upon  conversion,  redemption,  dividend or other
                           distribution described above. If more than one share of
                           Common Stock shall be held at the same time by the same
                           holder,  the  Corporation  may  aggregate the number of
                           shares of any  capital  stock that would be issuable or
                           any other  securities  that would be  distributable  to
                           such  holder  upon  any  such  conversion,  redemption,
                           dividend or other distribution. If there are fractional
                           shares of any  capital  stock or any  other  fractional
                           securities remaining to be issued or distributed to any
                           holder,  the  Corporation  shall,  if  such  fractional
                           shares or securities  are not issued or  distributed to
                           such  holder,  pay cash in respect  of such  fractional
                           shares or  securities  in an  amount  equal to the Fair
                           Value thereof (without interest).
  
                           (vii) From and after the date set for any conversion or
                           redemption  contemplated  by  this  Section  3 of  this
                           Article  4(A),  all  rights  of a holder  of  shares of
                           Common Stock being  converted  or redeemed  shall cease
                           except   for  the   right,   upon   surrender   of  the
                           certificates  theretofore  representing such shares, to
                           receive  the cash,  securities  or other  property  for
                           which such shares were converted or redeemed,  together
                           with any fractional  payment as provided above, in each
                           case without interest (and, if such holder was a holder
                           of  record as of the close of  business  on the  record
                           date for a dividend not yet paid,  the right to receive
                           such  dividend).  A holder of  shares  of Common  Stock
                           being  converted  shall not be  entitled to receive any
                           dividend or other  distribution  with respect to shares
                           of  the  other  series  of  Common  Stock  until  after
                           certificates  theretofore representing the shares being
                           converted are surrendered as contemplated  above.  Upon
                           such surrender, the Corporation shall pay to the holder
                           the  amount  of any  dividends  or other  distributions
                           (without  interest)  which  theretofore  became payable
                           with  respect  to a record  date  occurring  after  the
                           conversion,  but  which  were not paid by reason of the
                           foregoing,  with  respect to the number of whole shares
                           of the other series of Common Stock  represented by the
                           certificate or certificates issued upon such surrender.
                           From and  after  the date set for any  conversion,  the
                           Corporation  shall,  however,  be entitled to treat the
                           certificates  for  shares of a series  of Common  Stock
                           being  converted  that  were  not yet  surrendered  for
                           conversion as evidencing the ownership of the number of
                           whole  shares of the other  series of Common  Stock for
                           which the shares of such Common  Stock should have been
                           converted,  notwithstanding  the  failure to  surrender
                           such certificates.
  
                           (viii)   The   Corporation   shall   pay  any  and  all
                           documentary,  stamp or similar issue or transfer  taxes
                           that  might  be  payable  in  respect  of the  issue or
                           delivery of any shares of capital  stock  and/or  other
                           securities on any conversion or redemption contemplated
                           by  this  Section  3;  provided,   however,   that  the
                           Corporation  shall not be  required to pay any tax that
                           might be payable in respect of the issue or delivery of
                           any shares of capital stock and/or other  securities on
                           any  conversion  or  redemption  contemplated  by  this
                           Section  3;  provided,  however,  that the  Corporation
                           shall  not be  required  to pay any tax  that  might be
                           payable  in  respect of any  transfer  involved  in the
                           issue or delivery of any shares of capital stock and/or
                           other securities in a name other than that in which the
                           shares so converted or redeemed were registered, and no
                           such issue or  delivery  will be made  unless and until
                           the   person   requesting   such   issue  pays  to  the
                           Corporation  the amount of any such tax, or establishes
                           to the  satisfaction of the  Corporation  that such tax
                           has been paid.
  
                           (ix) The  Corporation  may,  subject to applicable law,
                           establish such other rules, requirements and procedures
                           to facilitate  any  dividend,  redemption or conversion
                           contemplated   by  this  Section  3  as  the  Board  of
                           Directors  may  determine to be  appropriate  under the
                           circumstances.
  
                 4. Voting Rights.
  
                      At every  meeting of  stockholders,  the holders of Comdisco
                      Stock and the holders of Ventures  Stock shall vote together
                      as a  single  class  on  all  matters  as  to  which  common
                      stockholders  generally  are  entitled  to  vote,  unless  a
                      separate  vote is  required by  applicable  law. On all such
                      matters for which no separate vote is required,  (a) holders
                      of Comdisco Stock shall be entitled to one vote per share of
                      Comdisco  Stock  held and (b) before  the 31st  Trading  Day
                      after the Effective Date, holders of Ventures Stock shall be
                      entitled  to one vote per share of Ventures  Stock held.  On
                      and after the 31st  Trading  Day after the  Effective  Date,
                      holders of  Ventures  Stock shall be entitled to a number of
                      votes per share of Ventures  Stock held  (calculated  to the
                      nearest five  decimal  places)  equal to the Average  Market
                      Value of one share of Ventures  Stock divided by the Average
                      Market  Value of one share of Comdisco  Stock  during the 20
                      Trading Day period ending on (and  including) the applicable
                      record date;  provided  that,  in no event,  shall the total
                      number of votes of all outstanding Ventures Stock exceed 35%
                      of the total  number of votes of all  outstanding  series of
                      Common Stock.
  
                 5. Liquidation Rights.
  
                      In the event of any  voluntary or  involuntary  liquidation,
                      dissolution  or  winding-up of the  Corporation,  holders of
                      each  series of Common  Stock  shall be  entitled to receive
                      their  proportionate  interests  in the  net  assets  of the
                      Corporation,   if  any,   remaining  for   distribution   to
                      stockholders,   after   payment  of  or  provision  for  all
                      liabilities,   including   contingent   liabilities  of  the
                      Corporation  and  payment  of  the  liquidation   preference
                      payable to any holders of the Corporation's Preferred Stock,
                      if any such stock is outstanding.  Each share of each series
                      of  Common  Stock  will  be  entitled  to  a  share  of  net
                      liquidation   proceeds  in  proportion  to  the   respective
                      liquidation  units per share of such  class.  Each  share of
                      Comdisco Stock shall have one  liquidation  unit. Each share
                      of the other  series of Common  Stock shall have a number of
                      liquidation  units  (including a fraction of one liquidation
                      unit) equal to the  quotient  (rounded  to the nearest  five
                      decimal  places) of the average Market Value of one share of
                      such  series  of  Common  Stock  during  the 20  consecutive
                      Trading Day period ending on, and  including,  the 300th day
                      after the  Effective  Date,  divided by the  average  Market
                      Value of one share of Comdisco  Stock during such 20 Trading
                      Day period. If the liquidation,  dissolution,  or winding-up
                      of the Corporation occurs before such 300th day, the average
                      Market Value will be determined  based on the 20 consecutive
                      Trading   Day   period   ending   immediately   before   the
                      liquidation,  dissolution,  or  winding-up  event,  or  such
                      lesser number of consecutive  Trading Days immediately prior
                      to such event if the liquidation, dissolution, or winding-up
                      event  occurs  prior  to the  21st  Trading  Day  after  the
                      Effective Date.
  
                      Neither the merger nor consolidation of the Corporation with
                      any other  entity,  nor a sale,  transfer or lease of all or
                      any part of the assets of the Corporation,  would, alone, be
                      deemed a liquidation, dissolution or winding-up for purposes
                      of this Section 5 of this Article 4(A).
  
                 6. Adjustments  to Number  of Shares  Issuable  with  Respect  to
                    Comdisco Group's Retained Interest in Any Group.
  
                      The  Number of Shares  Issuable  with  Respect  to  Comdisco
                      Group's  Retained  Interest in any Group,  as in effect from
                      time to time,  shall,  automatically  without  action by the
                      Board of Directors or any other person, be:
  
                           (a) adjusted in proportion to any changes in the number
                           of  outstanding  shares of the  series of Common  Stock
                           related to such Group caused by subdivisions  (by stock
                           split,  reclassification  or otherwise) or combinations
                           (by reverse stock split, reclassification or otherwise)
                           of  shares  of  such  series  of  Common  Stock  or  by
                           dividends  or other  distributions  of  shares  of such
                           series  of Common  Stock on  shares  of such  series of
                           Common  Stock  (and,  in each such  case,  rounded,  if
                           necessary, to the nearest whole number);
  
                           (b)  decreased  by (i) if the  Corporation  issues  any
                           shares of the  series of Common  Stock  related to such
                           Group  and  the  Board  of  Directors  attributes  that
                           issuance (and the proceeds  thereof) to Comdisco Group,
                           the number of shares of each series of Common  Stock so
                           issued, and (ii) if the Board of Directors  reallocates
                           to Comdisco Group any cash or other assets  theretofore
                           allocated to such Group in connection with a redemption
                           of shares of the series of Common Stock related to such
                           Group  (as  required  pursuant  to  clause  (ii) of the
                           proviso to the  definition of Comdisco  Group below) or
                           in  return  for a  decrease  in the  Number  of  Shares
                           Issuable  with  Respect to  Comdisco  Group's  Retained
                           Interest  in  such  Group,  the  number  (rounded,   if
                           necessary,  to the nearest  whole  number) equal to (x)
                           the  aggregate  Fair Value of such cash or other assets
                           divided  by (y) the  Market  Value of one  share of the
                           series of Common Stock  related to such Group as of the
                           date of such reallocation; and
  
                           (c) increased by (i) if the Corporation repurchases any
                           shares of the  series of Common  Stock  related to such
                           Group  and  the  Board  of  Directors  attributes  that
                           repurchase (and the consideration therefor) to Comdisco
                           Group,  the  number of shares of such  series of Common
                           Stock so repurchased and (ii) if the Board of Directors
                           re-allocates  to such  Group  any cash or other  assets
                           theretofore  allocated to Comdisco  Group in return for
                           an  increase  in the  Number  of Shares  Issuable  with
                           Respect to Comdisco Group's  Retained  Interest in such
                           Group,  the  number  (rounded,  if  necessary,  to  the
                           nearest  whole  number)  equal to (x) the Fair Value of
                           such cash or other  assets  divided  by (y) the  Market
                           Value  of one  share  of the  series  of  Common  Stock
                           related   to  such   Group  as  of  the  date  of  such
                           re-allocation.
  
                      Neither the  Corporation  nor the Board of  Directors  shall
                      take  any  action  that  would,  as a  result  of any of the
                      foregoing adjustments,  reduce the Number of Shares Issuable
                      with Respect to Comdisco  Group's  Retained  Interest in any
                      Group to below zero. Subject to the preceding sentence,  the
                      Board of Directors  may attribute the issuance of any shares
                      of any series of Common Stock (and the  proceeds  here from)
                      or the  repurchase  of any  series of Common  Stock (and the
                      consideration therefor) to Comdisco Group and Delivery or to
                      the Group to which such series of Common Stock  relates,  as
                      the Board of Directors  determines  in its sole  discretion;
                      provided,   however,   that  the  Board  of  Directors  must
                      attribute  to Comdisco  Group the  issuance of any shares of
                      any series of Common Stock that are issued (1) as a dividend
                      or  other  distribution  on,  or as  consideration  for  the
                      repurchase   of,   shares  of  Comdisco   Stock  or  (2)  as
                      consideration   to  acquire   any  assets  or  satisfy   any
                      liabilities attributed to Comdisco Group.
  
                 7. Additional Definitions.
  
                      As used in this  Article 4, the  following  terms shall have
                      the  following  meanings  (with  terms  defined in  singular
                      having  comparable  meaning when used in the plural and vice
                      versa), unless the context otherwise requires:
  
                      "ALL OR SUBSTANTIALLY  ALL OF THE ASSETS" of any Group means
                      a portion of such assets that represents at least 80% of the
                      then current Fair Value of the assets of such Group.
  
                      "AVAILABLE  DIVIDEND  AMOUNT" for Comdisco Group, on any day
                      on which  dividends are paid on shares of Comdisco Stock, is
                      the amount that would,  immediately  prior to the payment of
                      such  dividends,  be legally  available  for the  payment of
                      dividends on shares of Comdisco  Stock under Delaware law if
                      (a) Comdisco  Group and each other Group were each a single,
                      separate  Delaware  corporation,   (b)  Comdisco  Group  had
                      outstanding  (i) a number of shares  of  common  stock,  par
                      value  $0.10  per  share,  equal to the  number of shares of
                      Comdisco Stock that are then  outstanding  and (ii) a number
                      of shares of  preferred  stock,  par value  $0.10 per share,
                      equal to the number of shares of  Preferred  Stock that have
                      been attributed to Comdisco Group and are then  outstanding,
                      (c) the  assumptions  about each Group that is not  Comdisco
                      Group  set  forth in the  next  sentence  were  true and (d)
                      Comdisco  Group  owned a number of shares of each  series of
                      Common Stock (other than Comdisco Stock) equal to the Number
                      of Shares Issuable with Respect to Comdisco Group's Retained
                      Interest  in each Group to which each such  series of Common
                      Stock relates.
  
                      "AVAILABLE   DIVIDEND  AMOUNT"  for  any  Group  other  than
                      Comdisco  Group,  on any day on which  dividends are paid on
                      shares of the series of Common Stock relating to such Group,
                      is the amount that would,  immediately  prior to the payment
                      of such dividends,  be legally  available for the payment of
                      dividends  on shares of such  series of Common  Stock  under
                      Delaware law if such Group were a single,  separate Delaware
                      corporation  having  outstanding  (a) a number  of shares of
                      common stock, par value $0.10 per share, equal to the number
                      of shares  of such  series  of  Common  Stock  that are then
                      outstanding  plus the Number of Shares Issuable with Respect
                      to Comdisco Group's Retained  Interest in such Group and (b)
                      a number of shares of preferred  stock,  par value $0.10 per
                      share, equal to the number of shares of Preferred Stock that
                      have been attributed to such Group and are then outstanding.
  
                      "COMDISCO GROUP" means (a) all of the businesses, assets and
                      liabilities of the Corporation and its  subsidiaries,  other
                      than the businesses, assets and liabilities that are part of
                      any Group  other  than  Comdisco  Group,  (b) the rights and
                      obligations  of Comdisco  Group under any  inter-Group  debt
                      deemed to be owed to or by  Comdisco  Group (as such  rights
                      and  obligations  are defined in  accordance  with  policies
                      established from time to time by the Board of Directors) and
                      (c)  a  proportionate  interest  in  any  Group  other  than
                      Comdisco   Group  (after   giving  effect  to  any  options,
                      Preferred Stock, other securities or debt issued or incurred
                      by the  Corporation  and  attributed to any Group other than
                      Comdisco Group) equal to the Retained  Interest  Percentage;
                      provided, however, that: (i) the Corporation may re-allocate
                      assets  from one Group to another  Group in return for other
                      assets  or  services  rendered  by that  other  Group in the
                      ordinary  course of business or in accordance  with policies
                      established by the Board of Directors from time to time, and
                      (ii) if the  Corporation  transfers  cash,  other  assets or
                      securities  to holders of shares of a series of Common Stock
                      other  than   Comdisco   Stock  as  a   dividend   or  other
                      distribution on shares of such series of Common Stock (other
                      than a dividend  or  distribution  payable in shares of such
                      series of  Common  Stock),  or as  payment  in a  redemption
                      required by Section  (3)(a) of this Article  4(A),  then the
                      Board of  Directors  shall  re-allocate  from such  Group to
                      Comdisco  Group  cash or other  assets  having a Fair  Value
                      equal to the aggregate Fair Value of the cash,  other assets
                      or securities  so  transferred  times the Retained  Interest
                      Amount with  respect to such Group as of the record date for
                      such  dividend  or  distribution,  or on the  date  of  such
                      redemption, as the case may be.
  
                      "COMDISCO VENTURES" means (a) the venture financing business
                      division  of the  Corporation;  and  all of the  businesses,
                      assets  and   liabilities   of  the   Corporation   and  its
                      subsidiaries  that the  Board of  Directors  has,  as of the
                      Effective   Date,   allocated   to  Comdisco   Ventures  for
                      accounting purposes,  (b) any assets or liabilities acquired
                      or incurred by the  Corporation  or any of its  subsidiaries
                      after the Effective Date in the ordinary  course of business
                      and attributable to Comdisco  Ventures,  (c) any businesses,
                      assets  or   liabilities   acquired   or   incurred  by  the
                      Corporation or any of its  subsidiaries  after the Effective
                      Date that the Board of Directors has specifically  allocated
                      to  Comdisco  Ventures  or that  the  Corporation  otherwise
                      allocates to Comdisco  Ventures in accordance  with policies
                      established  from time to time by the Board of Directors and
                      (d) the rights and  obligations  of Comdisco  Ventures under
                      any  inter-Group  debt  deemed to be owed to or by  Comdisco
                      Ventures  (as such  rights and  obligations  are  defined in
                      accordance  with policies  established  from time to time by
                      the Board of Directors); provided, however, that:
  
                           (i) the  Corporation  may  re-allocate  assets from one
                           Group to another  Group in return  for other  assets or
                           services  rendered by that other Group in the  ordinary
                           course  of  business  or in  accordance  with  policies
                           established  by the  Board of  Directors  from  time to
                           time, and (ii) if the Corporation transfers cash, other
                           assets or  securities  to holders of shares of Ventures
                           Stock as a dividend or other  distribution on shares of
                           Ventures  Stock (other than a dividend or  distribution
                           payable in shares of Ventures Stock),  or as payment in
                           a redemption  of shares of Ventures  Stock  required by
                           Section  3(a) of this Article  4(A),  then the Board of
                           Directors shall  re-allocate from Comdisco  Ventures to
                           Comdisco Group cash or other assets having a Fair Value
                           equal to the  aggregate  Fair Value of the cash,  other
                           assets or  securities  so  transferred  multiplied by a
                           fraction, the numerator of which shall equal the Number
                           of Shares  Issuable  with  Respect to Comdisco  Group's
                           Retained  Interest in such Group on the record date for
                           such dividend or  distribution,  or on the date of such
                           redemption,  and the  denominator  of which shall equal
                           the number of shares of such Group  outstanding on such
                           date.
  
                      "DISPOSITION"  means a sale,  transfer,  assignment or other
                      disposition  (whether  by  merger,  consolidation,  sale  or
                      otherwise)  of All or  Substantially  All of the Assets of a
                      Group to one or more persons or entities, in one transaction
                      or a series of related transactions.
  
                      "DISPOSITION  DATE"  is the  date of the  consummation  of a
  Disposition.
  
                      "EFFECTIVE  DATE"  means the date on which this  Amended and
                      Restated  Certificate  of  Incorporation  becomes  effective
                      under Delaware law.
  
                      "EXEMPT DISPOSITION" means any of the following:
  
                           (a)  Disposition  in connection  with the  liquidation,
                           dissolution  or winding-up of the  Corporation  and the
                           distribution   of   assets  to   stockholders,   (b)  a
                           Disposition  to any person or entity  controlled by the
                           Corporation (as determined by the Board of Directors in
                           its sole  discretion),  (c) a Disposition  by any Group
                           for  which  the  Corporation   receives   consideration
                           primarily  consisting of equity securities  (including,
                           without   limitation,   capital   stock  of  any  kind,
                           interests   in  a  general  or   limited   partnership,
                           interests  in  a  limited  liability  company  or  debt
                           securities  convertible  into or  exchangeable  for, or
                           options or warrants to acquire,  any of the  foregoing,
                           in each  case  without  regard to the  voting  power or
                           other  management  or  governance   rights   associated
                           therewith)  of an entity which is primarily  engaged or
                           proposes to engage  primarily in one or more businesses
                           similar or  complementary  to  businesses  conducted by
                           such Group prior to the  Disposition,  as determined by
                           the Board of  Directors in its sole  discretion,  (d) a
                           dividend,  out of any  Group's  assets,  to  holders of
                           series  of Common  Stock  related  to such  Group and a
                           re-allocation of a corresponding amount of such Group's
                           assets to Comdisco Group as required pursuant to clause
                           (ii) of the proviso to the definition of Comdisco Group
                           above, (e) a dividend,  out of Comdisco Group's assets,
                           to  holders  of  Comdisco   Stock  and  (f)  any  other
                           Disposition,  if  (i) at the  time  of the  Disposition
                           there are no shares of Comdisco Stock outstanding, (ii)
                           at the time of the  Disposition  there are no shares of
                           the series of Common  Stock  relating to the Group that
                           consummated  such  Disposition   outstanding  or  (iii)
                           before the 30th Trading Day following  the  Disposition
                           the  Corporation has mailed a notice stating that it is
                           exercising its right to exchange all of the outstanding
                           shares of the series of Common  Stock  relating  to the
                           Group  that  consummated  such  Disposition  for  newly
                           issued shares of Comdisco Stock as  contemplated  under
                           Section 3(b) of this Article 4(A).
  
                      "FAIR  VALUE"  means  (a) in the  case of cash,  the  amount
                      thereof,  (b) in the  case of  capital  stock  that has been
                      Publicly  Traded  for a period  of at least 15  months,  the
                      Market Value  thereof and (c) in the case of other assets or
                      securities,  the fair market  value  thereof as the Board of
                      Directors shall determine in good faith (which determination
                      shall be conclusive and binding on all stockholders).
  
                      "GROUP" initially means Comdisco Group or Comdisco Ventures;
                      provided  that if the  Board  of  Directors  authorizes  the
                      issuance  of shares of a series of Common  Stock  other than
                      Comdisco  Stock or Ventures  Stock,  the Board of  Directors
                      shall designate the assets and liabilities of Comdisco Group
                      to which such series of Common Stock  relates,  which assets
                      and  liabilities  shall  be an  additional  "Group"  for all
                      purposes of this Article 4.
  
                      "MARKET  VALUE" of a share of any class or series of capital
                      stock on any  Trading  Day means the average of the high and
                      low  reported  sales  prices of such class or series on such
                      Trading Day or, in case no such reported sale takes place on
                      such Trading  Day,  the average of the reported  closing bid
                      and asked  prices  regular  way of a share of such  class or
                      series on such  Trading  Day,  in either case as reported on
                      the New York Stock Exchange  ("NYSE")  Composite Tape or, if
                      the  shares  of such  class  or  series  are not  listed  or
                      admitted to trading on the NYSE on such  Trading Day, on the
                      principal national  securities  exchange on which the shares
                      of such class or series are  listed or  admitted  to trading
                      or, if not listed or  admitted  to  trading on any  national
                      securities  exchange  on such  Trading  Day,  on The  Nasdaq
                      National  Market System of the Nasdaq Stock Market  ("NASDAQ
                      NMS") or,  if the  shares  of such  class or series  are not
                      listed or  admitted  to trading on any  national  securities
                      exchange  or quoted on the Nasdaq NMS on such  Trading  Day,
                      the average of the  closing bid and asked  prices of a share
                      of such  class or series in the  over-the-counter  market on
                      such  Trading  Day as  furnished  by any  NYSE  member  firm
                      selected  from time to time by the  Corporation  or, if such
                      closing bid and asked  prices are not made  available by any
                      such NYSE member firm on such  Trading  Day, the fair market
                      value of a share of such  class or  series  as the  Board of
                      Directors shall determine in good faith (which determination
                      shall  be  conclusive  and  binding  on  all  stockholders);
                      provided,  that,  for  purposes of  determining  the average
                      Market  Value of a share of any class or  series of  capital
                      stock for any period,  (a) the "Market  Value" of a share of
                      any class or series of capital stock on any day prior to any
                      "ex-dividend" date or any similar date occurring during such
                      period for any  dividend  or  distribution  (other  than any
                      dividend or  distribution  contemplated by clause (b)(ii) of
                      this  sentence)  paid or to be  paid  with  respect  to such
                      capital  stock shall be reduced by the Fair Value of the per
                      share amount of such  dividend or  distribution  and (b) the
                      "Market  Value" of a share of any class or series of capital
                      stock  on any day  prior  to (i) the  effective  date of any
                      subdivision (by stock split or otherwise) or combination (by
                      reverse stock split or otherwise) of  outstanding  shares of
                      such class or series of capital stock occurring  during such
                      period or (ii) any  "ex-dividend"  date or any similar  date
                      occurring   during   such   period  for  any   dividend   or
                      distribution  with respect to such capital  stock to be made
                      in shares of such class or series of capital  stock shall be
                      appropriately  adjusted,  as  determined  by  the  Board  of
                      Directors,   to  reflect  such   subdivision,   combination,
                      dividend or distribution;  and provided further,  if (a) the
                      Corporation  repurchases  outstanding  shares of any  series
                      Common  Stock  other  than  Comdisco  Stock and the Board of
                      Directors  attributes that repurchase (and the consideration
                      therefor)  to the Group to which such series of Common Stock
                      relates  and  (b)  the  Board  of  Directors  determines  to
                      re-allocate   to  Comdisco   Group  cash  or  other   assets
                      theretofore  allocated  to the Group to which such series of
                      Common  Stock  relates  in order  to  avoid a change  in the
                      Retained Interest Percentage,  the "Market Value" of a share
                      any series  Common Stock other than  Comdisco  Stock used to
                      compute the corresponding  reduction in the Number of Shares
                      Issuable with Respect to Comdisco Group's Retained  Interest
                      in the Group to which such  series of Common  Stock  relates
                      will  equal  the Fair  Value of the  consideration  paid per
                      share of Common Stock so repurchased;  and provided further,
                      if the  Corporation  redeems  a portion  of the  outstanding
                      shares of any of series of Common Stock other than  Comdisco
                      Stock (and the Board of Directors  re-allocates  to Comdisco
                      Group  cash or other  assets  theretofore  allocated  to the
                      Group to which such  series of Common  Stock  relates in the
                      manner  required  by  clause  (ii)  of  the  proviso  to the
                      definition of Comdisco Group above), the "Market Value" of a
                      share of such  series of Common  Stock used to  compute  the
                      corresponding  reduction  in the  Number of Shares  Issuable
                      with Respect to Comdisco  Group's  Retained  Interest in the
                      Group to which  such  series of Common  Stock  relates  will
                      equal the Fair Value of the consideration  paid per share of
                      such series of Common Stock so redeemed.
  
                      "NET  PROCEEDS" of a  Disposition  of any of the assets of a
                      Group means the positive amount, if any,  remaining from the
                      gross proceeds of such Disposition  after any payment of, or
                      reasonable  provision  (as  determined  in good faith by the
                      Board of Directors,  which  determination will be conclusive
                      and binding on all stockholders)  for, (a) any taxes payable
                      by the Corporation or any subsidiary or affiliate thereof in
                      respect of such Disposition or which would have been payable
                      but for the utilization of tax benefits  attributable to the
                      Group  not the  subject  of the  Disposition,  (b) any taxes
                      payable  by the  Corporation  in  respect  of any  resulting
                      dividend  or   redemption,   (c)  any   transaction   costs,
                      including, without limitation, any legal, investment banking
                      and  accounting  fees and expenses  and (d) any  liabilities
                      (contingent or otherwise)  of,  attributed to or related to,
                      such Group, including,  without limitation,  any liabilities
                      for deferred taxes or any indemnity or guarantee obligations
                      which are  outstanding  or incurred in  connection  with the
                      Disposition  or  otherwise,   any   liabilities  for  future
                      purchase price  adjustments and any obligations with respect
                      to   outstanding   securities   (other  than  Common  Stock)
                      attributed  to such Group as determined in good faith by the
                      Board of Directors.
  
                      "NUMBER OF SHARES ISSUABLE WITH RESPECT TO COMDISCO  GROUP'S
                      RETAINED   INTEREST"  means,  with  respect  to  any  Group,
                      initially the number the Board of Directors designates prior
                      to the time  the  Corporation  first  issues  shares  of the
                      series  of  Common  Stock  applicable  to such  Group as the
                      number of shares of such  series of Common  Stock that could
                      be issued by the  Corporation  for the  account of  Comdisco
                      Group in respect of its retained  interest in such Group, as
                      authorized  by  Section 1 of this  Article  4(A);  provided,
                      however,  that such  number  as in effect  from time to time
                      shall  automatically be adjusted as required by Section 6 of
                      this Article 4(A).
  
                      "OUTSTANDING  INTEREST  FRACTION"  means (i) with respect to
                      Comdisco Group, at any time of determination,  and (ii) with
                      respect to any other Group, at any time of determination,  a
                      fraction  the  numerator  of which  shall be the  number  of
                      shares  of the  series of Common  Stock  applicable  to such
                      Group  outstanding on such date and the denominator of which
                      shall be the sum of the  number of  shares of the  series of
                      Common Stock  applicable to such Group  outstanding  on such
                      date and the  Number  of Shares  Issuable  with  Respect  to
                      Comdisco Group's Retained Interest in such Group.
  
                      "PUBLICLY  TRADED" with  respect to any  security  means (a)
                      registered  under Section 12 of the Securities  Exchange Act
                      of 1934, as amended (or any successor provision of law), and
                      (b)  listed for  trading on the NYSE (or any other  national
                      securities  exchange  registered  under  Section  7  of  the
                      Securities   Exchange  Act  of  1934,  as  amended  (or  any
                      successor provision of law)) or listed on the Nasdaq NMS (or
                      any successor market system).
  
                      "RETAINED  INTEREST" means with respect to any Group,  other
                      than  Comdisco  Group,  at  any  time  of  determination,  a
                      fraction  the  numerator  of which  shall be the  Number  of
                      Shares  Issuable with Respect to Comdisco  Group's  Retained
                      Interest in such Group and the denominator of which shall be
                      the number of shares of the series of common stock  relating
                      to such Group outstanding on such date.
  
                      "RETAINED  INTEREST  PERCENTAGE"  means (i) with  respect to
                      Comdisco  Group, at any time of  determination,  one (1) and
                      (ii) with respect to any Group that is not  Comdisco  Group,
                      at any time of  determination,  a fraction the  numerator of
                      which shall be the Number of Shares Issuable with Respect to
                      Comdisco  Group's  Retained  Interest  in such Group and the
                      denominator  of  which  shall  be the sum of the  number  of
                      shares  of the  series of common  stock  applicable  to such
                      Group  outstanding  on such  date and the  Number  of Shares
                      Issuable with Respect to Comdisco Group's Retained  Interest
                      in such Group.
  
                      "TRADING  DAY"  means  each  weekday  on which the  relevant
                      security  (or, if there are two  relevant  securities,  each
                      relevant  security)  is  traded  on the  principal  national
                      securities  exchange  on which it is listed or  admitted  to
                      trading  or on the Nasdaq  NMS or, if such  security  is not
                      listed or  admitted  to  trading  on a  national  securities
                      exchange  or  quoted  on  the  Nasdaq  NMS,  traded  in  the
                      principal over-the-counter market in which it trades.
  
                 8. Effectiveness of Sections 2 through 7 of This Article 4(A).
  
                      The  terms of  Sections  2  through  7,  inclusive,  of this
                      Article 4 (A) shall  apply  only  when  there are  shares of
                      multiple series of Common Stock outstanding.
  
                 9. Determinations by the Board of Directors.
  
                      Subject to applicable  law, any  determinations  made by the
                      Board of  Directors  in good faith  under this  Amended  and
                      Restated Certificate of Incorporation,  as it may be amended
                      from time to time,  including  without  limitation  any such
                      determinations  with respect to the  businesses,  assets and
                      liabilities of either Group, transactions between the Groups
                      or the rights of  holders  of any series of Common  Stock or
                      Preferred  Stock  made  pursuant  to or in  the  furtherance
                      hereof,  shall be final and binding on all  stockholders  of
                      the Corporation.  A record of all formal  determinations  of
                      the Board of Directors made as contemplated  hereby shall be
                      filed  with  the  records  of the  actions  of the  Board of
                      Directors.
  
            B. Preferred Stock.
  
                 1. Designation. The Preferred Stock shall be designated and known
                    as "Preferred  Stock." The number of shares  constituting such
                    Preferred Stock shall be 100,000,000.
  
                 2. Rights and  Preferences.  Preferred  Stock may be issued  from
                    time to time in one or more  series,  each of such  series  to
                    have  such  terms as  stated or  expressed  herein  and in the
                    resolution  or  resolutions  providing  for the  issue of such
                    series adopted by the Board of Directors of the Corporation as
                    hereinafter provided. Any shares of Preferred Stock, which may
                    be redeemed,  purchased or acquired by the Corporation, may be
                    reissued except as otherwise provided by law. Different series
                    of  Preferred  Stock  shall  not be  construed  to  constitute
                    different  classes  of shares  for the  purposes  of voting by
                    classes unless expressly provided.
  
                   Authority is hereby expressly granted to the Board of Directors
                    from time to time to issue the Preferred  Stock in one or more
                    series,  and in  connection  with  the  creation  of any  such
                    series,  by resolution or resolutions  providing for the issue
                    of the  shares  thereof,  to  determine  and fix  such  voting
                    powers,  full  or  limited,  or no  voting  powers,  and  such
                    designations, preferences and relative participating, optional
                    or other special rights,  and  qualifications,  limitations or
                    restrictions  thereof,  including without limitation  thereof,
                    dividend rights,  conversion rights, redemption privileges and
                    liquidation  preferences,  as shall be stated and expressed in
                    such  resolutions,  all to the full  extent  now or  hereafter
                    permitted by the General Corporation Law of Delaware.  Without
                    limiting the  generality  of the  foregoing,  the  resolutions
                    providing  for issuance of any series of  Preferred  Stock may
                    provide  that such series shall be superior or rank equally or
                    be junior to the  Preferred  Stock of any other  series to the
                    extent permitted by law. Except as otherwise  provided in this
                    Amended and Restated Certificate of Incorporation,  no vote of
                    the holders of the Preferred  Stock or Common Stock shall be a
                    prerequisite  to the  designation or issuance of any shares of
                    any series of the Preferred Stock  authorized by and complying
                    with the  conditions of this Amended and Restated  Certificate
                    of Incorporation,  the right to have such vote being expressly
                    waived by all present and future  holders of the capital stock
                    of the Corporation.
  
            C. Designation of Series C Junior Participating Preferred Stock
  
                 1. Designation and Amount.  Two Hundred Thousand (200,000) of the
                 authorized and unissued  shares of Preferred Stock are designated
                 as "Series C Junior  Participating  Preferred Stock." Such number
                 of shares may be  increased or  decreased  by  resolution  of the
                 Board of Directors;  provided,  that no decrease shall reduce the
                 number of shares of  Series C  Preferred  Stock to a number  less
                 than the  number of shares  then  outstanding  plus the number of
                 shares  reserved  for issuance  upon the exercise of  outstanding
                 options,  rights  or  warrants  or  upon  the  conversion  of any
                 outstanding securities issued by the Corporation convertible into
                 Series C Junior Participating Preferred Stock.
  
                 2. Dividends and Distributions.
  
                      (a) The  holders of shares of Series C Junior  Participating
                      Preferred  Stock shall be entitled to receive,  when, as and
                      if declared by the Board of Directors  out of funds  legally
                      available for the purpose,  quarterly  dividends  payable in
                      cash on the last day of March, June,  September and December
                      in each year (each such date being  referred  to herein as a
                      "Quarterly Dividend Payment Date"),  commencing on the first
                      Quarterly  Dividend Payment Date after the first issuance of
                      a  share  or   fraction  of  a  share  of  Series  C  Junior
                      Participating  Preferred  Stock,  in  an  amount  per  share
                      (rounded  to the  nearest  cent) equal to the greater of (x)
                      $1.00  or  (y)  subject  to  the  provision  for  adjustment
                      hereinafter  set forth,  1,000 times the aggregate per share
                      amount of all cash dividends,  and 1,000 times the aggregate
                      per share amount (payable in kind) of all non-cash dividends
                      or other  distributions  other  than a  dividend  payable in
                      shares of Comdisco Stock or a subdivision of the outstanding
                      shares of Comdisco Stock (by reclassification or otherwise),
                      declared on the Comdisco Stock of the Corporation  since the
                      immediately  preceding  Quarterly Dividend Payment Date, or,
                      with respect to the first Quarterly  Dividend  Payment Date,
                      since the first issuance of any share or fraction of a share
                      of Series C Junior  Participating  Preferred  Stock.  In the
                      event the Corporation  shall at any time after the date that
                      these Restated and Amended Articles of Incorporation  become
                      effective  (the "Rights  Declaration  Date") (i) declare any
                      dividend  on  Comdisco  Stock  payable in shares of Comdisco
                      Stock,  (ii) subdivide the  outstanding  Comdisco  Stock, or
                      (iii) combine the outstanding  Comdisco Stock into a smaller
                      number of shares, then in each such case the amount to which
                      holders of shares of Series C Junior Participating Preferred
                      Stock were  entitled  immediately  prior to such event under
                      clause (y) of the  preceding  sentence  shall be adjusted by
                      multiplying such amount by a fraction the numerator of which
                      is the  number  of  shares  of  Comdisco  Stock  outstanding
                      immediately after such event and the denominator of which is
                      the number of shares of Comdisco Stock that were outstanding
                      immediately prior to such event.
  
                      (b) The Corporation shall declare a dividend or distribution
                      on the  Series C  Junior  Participating  Preferred  Stock as
                      provided  in  Paragraph  (a)  above   immediately  after  it
                      declares a dividend or  distribution  on the Comdisco  Stock
                      (other than a dividend payable in shares of Comdisco Stock);
                      provided  that,  in the event no  dividend  or  distribution
                      shall have been  declared on the  Comdisco  Stock during the
                      period between any Quarterly  Dividend  Payment Date and the
                      next subsequent  Quarterly Dividend Payment Date, a dividend
                      of  $0.01  per  share on the  Series C Junior  Participating
                      Preferred  Stock  shall  nevertheless  be  payable  on  such
                      subsequent Quarterly Dividend Payment Date.
  
                      (c)  Dividends  shall begin to accrue and be  cumulative  on
                      outstanding   shares  of   Series  C  Junior   Participating
                      Preferred  Stock from the  Quarterly  Dividend  Payment Date
                      next  preceding the date of issue of such shares of Series C
                      Junior  Participating  Preferred  Stock,  unless the date of
                      issue of such  shares  is prior to the  record  date for the
                      first  Quarterly   Dividend  Payment  Date,  in  which  case
                      dividends on such shares shall begin to accrue from the date
                      of issue of such  shares,  or unless  the date of issue is a
                      Quarterly  Dividend  Payment  Date  or is a date  after  the
                      record  date for the  determination  of holders of shares of
                      Series C Junior  Participating  Preferred  Stock entitled to
                      receive a  quarterly  dividend  and  before  such  Quarterly
                      Dividend  Payment  Date,  in  either  of which  events  such
                      dividends  shall begin to accrue and be cumulative from such
                      Quarterly   Dividend   Payment  Date.   Accrued  but  unpaid
                      dividends  shall not bear  interest.  Dividends  paid on the
                      shares of Series C Junior  Participating  Preferred Stock in
                      an amount less than the total  amount of such  dividends  at
                      the  time  accrued  and  payable  on such  shares  shall  be
                      allocated pro rata on a share-by-share  basis among all such
                      shares at the time outstanding.
  
                 The  Board  of   Directors   may  fix  a  record   date  for  the
                 determination   of   holders   of   shares  of  Series  C  Junior
                 Participating  Preferred  Stock entitled to receive  payment of a
                 dividend or  distribution  declared  thereon,  which  record date
                 shall be no more  than 30 days  prior to the date  fixed  for the
                 payment thereof.
  
                 3. Voting  Rights.  The  holders  of  shares  of  Series C Junior
                    Participating  Preferred Stock shall have the following voting
                    rights:
  
                      (a) Subject to the provision for adjustment  hereinafter set
                      forth, each share of Series C Junior Participating Preferred
                      Stock shall entitle the holder thereof to 1,000 votes on all
                      matters  submitted  to a  vote  of the  stockholders  of the
                      Corporation.  In the event the Corporation shall at any time
                      after the Rights  Declaration  Date (i) declare any dividend
                      on Comdisco Stock payable in shares of Comdisco Stock,  (ii)
                      subdivide the  outstanding  Comdisco Stock, or (iii) combine
                      the  outstanding  Comdisco  Stock  into a smaller  number of
                      shares, then in each such case the number of votes per share
                      to which holders of shares of Series C Junior  Participating
                      Preferred  Stock  were  entitled  immediately  prior to such
                      event  shall be  adjusted  by  multiplying  such number by a
                      fraction  the  numerator of which is the number of shares of
                      Comdisco Stock outstanding  immediately after such event and
                      the denominator of which is the number of shares of Comdisco
                      Stock that were outstanding immediately prior to such event.
  
                      (b)  Except as  otherwise  provided  herein  or by law,  the
                      holders of shares of Series C Junior Participating Preferred
                      Stock and the holders of shares of Comdisco Stock shall vote
                      together as one class on all matters  submitted to a vote of
                      stockholders of the Corporation.
  
                      (c) (i) If at any  time  dividends  on any  Series  C Junior
                      Participating  Preferred  Stock  shall be in  arrears  in an
                      amount equal to six (6)  quarterly  dividends  thereon,  the
                      occurrence of such contingency shall mark the beginning of a
                      period (herein called a "default period") which shall extend
                      until such time when all  accrued and unpaid  dividends  for
                      all previous  quarterly dividend periods and for the current
                      quarterly  dividend  period on all shares of Series C Junior
                      Participating  Preferred Stock then  outstanding  shall have
                      been declared and paid or set apart for payment. During each
                      default period,  all holders of Preferred  Stock  (including
                      holders  of the  Series  C  Junior  Participating  Preferred
                      Stock) with  dividends  in arrears in an amount equal to six
                      (6)  quarterly   dividends  thereon,   voting  as  a  class,
                      irrespective  of  series,  shall have the right to elect two
                      (2) directors.
  
                      (ii) During any  default  period,  such voting  right of the
                      holders of Series C Junior Participating Preferred Stock may
                      be exercised  initially at a special meeting called pursuant
                      to  subparagraph  (iii) of this Section 3(c) of this Article
                      4(C)  or  at  any  annual  meeting  of   stockholders,   and
                      thereafter at annual meetings of stockholders, provided that
                      such voting right shall not be exercised  unless the holders
                      of ten percent (10%) in number of shares of Preferred  Stock
                      outstanding  shall be  present  in person  or by proxy.  The
                      absence of a quorum of the holders of Common Stock shall not
                      affect the  exercise  by the holders of  Preferred  Stock of
                      such  voting  right.  At any meeting at which the holders of
                      Preferred  Stock shall exercise such voting right  initially
                      during an  existing  default  period,  they  shall  have the
                      right,  voting as a class,  to elect  directors to fill such
                      vacancies,  if any,  in the Board of  Directors  as may then
                      exist up to two (2) directors or, if such right is exercised
                      at an annual  meeting,  to elect two (2)  directors.  If the
                      number  which may be so elected at any special  meeting does
                      not  amount  to the  required  number,  the  holders  of the
                      Preferred  Stock shall have the right to make such  increase
                      in the number of  directors  as shall be necessary to permit
                      the  election  by them of the  required  number.  After  the
                      holders of the Preferred  Stock shall have  exercised  their
                      right to elect  directors  in any default  period and during
                      the  continuance  of such  period,  the number of  directors
                      shall not be increased  or  decreased  except by vote of the
                      holders of Preferred Stock as herein provided or pursuant to
                      the rights of any  equity  securities  ranking  senior to or
                      pari passu with the Series C Junior Participating  Preferred
                      Stock.
  
                      (iii) Unless the holders of Preferred Stock shall, during an
                      existing  default period,  have  previously  exercised their
                      right to elect directors,  the Board of Directors may order,
                      or any stockholder or  stockholders  owning in the aggregate
                      not less  than ten  percent  (10%) of the  total  number  of
                      shares  of  Preferred  Stock  outstanding,  irrespective  of
                      series,  may request,  the calling of special meeting of the
                      holders of Preferred Stock, which meeting shall thereupon be
                      called by the President,  a Vice-President  or the Secretary
                      of the Corporation. Notice of such meeting and of any annual
                      meeting at which holders of Preferred  Stock are entitled to
                      vote pursuant to this  subparagraph  (iii) shall be given to
                      each holder of record of  Preferred  Stock by mailing a copy
                      of such  notice to him or her at his or her last  address as
                      the  same  appears  on the  books of the  Corporation.  Such
                      meeting  shall be called for a time not earlier than 20 days
                      and not later than 60 days after such order or request or in
                      default of the calling of such meeting  within 60 days after
                      such order or request, such meeting may be called on similar
                      notice  by any  stockholder  or  stockholders  owning in the
                      aggregate  not less  than  ten  percent  (10%) of the  total
                      number   of   shares   of   Preferred   Stock   outstanding.
                      Notwithstanding  the provisions of this subparagraph  (iii),
                      no such special  meeting  shall be called  during the period
                      within 60 days immediately  preceding the date fixed for the
                      next annual meeting of the stockholders.
  
                      (iv) In any default period, the holders of Common Stock, and
                      other  classes of stock of the  Corporation  if  applicable,
                      shall  continue to be entitled to elect the whole  number of
                      directors  until the holders of  Preferred  Stock shall have
                      exercised their right to elect two (2) directors voting as a
                      class,  after the exercise of which right (x) the  directors
                      so elected by the holders of Preferred  Stock shall continue
                      in office until their  successors shall have been elected by
                      such holders or until the expiration of the default  period,
                      and (y) any vacancy in the Board of Directors may (except as
                      provided  in  Paragraph  (ii) of this  Section  3(c) of this
                      Article  4(C))  be  filled  by  vote  of a  majority  of the
                      remaining  directors  theretofore  elected by the holders of
                      the class of stock which  elected the director  whose office
                      shall have become  vacant.  References in this Paragraph (c)
                      to directors elected by the holders of a particular class of
                      stock shall include  directors  elected by such directors to
                      fill  vacancies  as provided in clause (y) of the  foregoing
                      sentence.
  
                      (v) Immediately upon the expiration of a default period, (x)
                      the right of the  holders of  Preferred  Stock as a class to
                      elect directors  shall cease,  (y) the term of any directors
                      elected by the holders of  Preferred  Stock as a class shall
                      terminate,  and (z) the  number of  directors  shall be such
                      number as may be provided  for in the  Amended and  Restated
                      Certificate of Incorporation or by-laws  irrespective of any
                      increase  made  pursuant  to  the  provisions  of  Paragraph
                      (c)(ii)  of this  Section  3  (such  number  being  subject,
                      however,  to change thereafter in any manner provided by law
                      or in the Amended and Restated  Certificate of Incorporation
                      or  by-laws).  Any  vacancies  in  the  Board  of  Directors
                      effected  by the  provisions  of clauses  (y) and (z) in the
                      preceding  sentence  may  be  filled  by a  majority  of the
                      remaining directors.
  
                      (d) Except as set forth  herein,  holders of Series C Junior
                      Participating  Preferred  Stock shall have no special voting
                      rights and their  consent  shall not be required  (except to
                      the extent they are  entitled to vote with holders of Common
                      Stock as set forth herein) for taking any corporate action.
  
                 4. Certain Restrictions.
  
                      (a)  Whenever  quarterly  dividends  or other  dividends  or
                      distributions  payable on the Series C Junior  Participating
                      Preferred  Stock as  provided  in Section 2 of this  Article
                      4(C) are in  arrears,  thereafter  and until all accrued and
                      unpaid dividends and distributions, whether or not declared,
                      on shares of Series C Junior  Participating  Preferred Stock
                      outstanding  shall have been paid in full,  the  Corporation
                      shall not:
  
                           (i)  declare  or  pay  dividends  on,  make  any  other
                           distributions  on, or redeem or purchase  or  otherwise
                           acquire for  consideration  any shares of stock ranking
                           junior  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) to the  Series  C  Junior
                           Participating Preferred Stock;
  
                           (ii)  declare  or pay  dividends  on or make any  other
                           distributions  on any  shares  of  stock  ranking  on a
                           parity  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) with the  Series C Junior
                           Participating  Preferred  Stock,  except dividends paid
                           ratably on the Series C Junior Participating  Preferred
                           Stock and all such parity stock on which  dividends are
                           payable  or in  arrears  in  proportion  to  the  total
                           amounts  to which the  holders  of all such  shares are
                           then entitled;
  
                           (iii)  redeem or  purchase  or  otherwise  acquire  for
                           consideration  shares of any stock  ranking on a parity
                           (either   as  to   dividends   or   upon   liquidation,
                           dissolution  or  winding  up) with the  Series C Junior
                           Participating   Preferred  Stock,   provided  that  the
                           Corporation  may  at  any  time  redeem,   purchase  or
                           otherwise  acquire  shares of any such parity  stock in
                           exchange  for  shares of any  stock of the  Corporation
                           ranking   junior   (either  as  to  dividends  or  upon
                           dissolution, liquidation or winding up) to the Series C
                           Junior Participating Preferred Stock; or
  
                           (iv)  purchase or otherwise  acquire for  consideration
                           any shares of Series C Junior  Participating  Preferred
                           Stock,  or any shares of stock ranking on a parity with
                           the  Series C  Junior  Participating  Preferred  Stock,
                           except in  accordance  with a  purchase  offer  made in
                           writing or by  publication  (as determined by the Board
                           of  Directors)  to all holders of such shares upon such
                           terms as the Board of Directors, after consideration of
                           the respective annual dividend rates and other relative
                           rights and  preferences  of the  respective  series and
                           classes,  shall  determine in good faith will result in
                           fair  and  equitable  treatment  among  the  respective
                           series or classes.
  
                      (b) The  Corporation  shall not permit any subsidiary of the
                      Corporation   to   purchase   or   otherwise   acquire   for
                      consideration any shares of stock of the Corporation  unless
                      the Corporation could, under Paragraph (a) of this Section 4
                      of this Article  4(C),  purchase or  otherwise  acquire such
                      shares at such time and in such manner.
  
                 5. Reacquired Shares. Any shares of Series C Junior Participating
                 Preferred   Stock   purchased  or   otherwise   acquired  by  the
                 Corporation  in  any  manner  whatsoever  shall  be  retired  and
                 cancelled promptly after the acquisition thereof. All such shares
                 shall upon their  cancellation  become  authorized  but  unissued
                 shares of  Preferred  Stock and may be  reissued as part of a new
                 series  of  Preferred  Stock  to  be  created  by  resolution  or
                 resolutions of the Board of Directors,  subject to the conditions
                 and restrictions on issuance set forth herein.
  
                 6. Liquidation, Dissolution or Winding Up.
  
                      (a)  Upon  any   liquidation   (voluntary   or   otherwise),
                      dissolution   or   winding   up  of  the   Corporation,   no
                      distribution shall be made to the holders of shares of stock
                      ranking junior (either as to dividends or upon  liquidation,
                      dissolution   or   winding   up)  to  the  Series  C  Junior
                      Participating  Preferred  Stock unless,  prior thereto,  the
                      holders of shares of Series C Junior Participating Preferred
                      Stock shall have received an amount equal to 1,000 times the
                      Purchase  Price,  plus an amount equal to accrued and unpaid
                      dividends  and   distributions   thereon,   whether  or  not
                      declared,  to the  date  of  such  payment  (the  "Series  C
                      Liquidation Preference").  Following the payment of the full
                      amount of the Series C Liquidation Preference, no additional
                      distributions  shall be made to the  holders  of  shares  of
                      Series C Junior Participating  Preferred Stock unless, prior
                      thereto,  the holders of shares of Comdisco Stock shall have
                      received  an amount  per share (the  "Comdisco  Adjustment")
                      equal to the quotient  obtained by dividing (i) the Series C
                      Liquidation  Preference  by  (ii)  1,000  (as  appropriately
                      adjusted as set forth in  subparagraph  (C) below to reflect
                      such   events  as  stock   splits,   stock   dividends   and
                      recapitalizations  with respect to the Comdisco Stock) (such
                      number in clause (ii),  the "Comdisco  Adjustment  Number").
                      Following  the  payment  of the full  amount of the Series C
                      Liquidation   Preference  and  the  Comdisco  Adjustment  in
                      respect  of  all  outstanding  shares  of  Series  C  Junior
                      Participating    Preferred   Stock   and   Comdisco   Stock,
                      respectively,  holders  of  Series  C  Junior  Participating
                      Preferred  Stock and  holders  of shares of  Comdisco  Stock
                      shall receive their ratable and  proportionate  share of the
                      remaining  assets  to be  distributed  in the  ratio  of the
                      Comdisco  Adjustment  Number  to  1  with  respect  to  such
                      Preferred  Stock and Comdisco  Stock,  on a per share basis,
                      respectively.
  
                      (b) In the event,  however,  that  there are not  sufficient
                      assets  available to permit  payment in full of the Series C
                      Liquidation  Preference and the  liquidation  preferences of
                      all other series of preferred stock, if any, which rank on a
                      parity  with the  Series C  Junior  Participating  Preferred
                      Stock,  then  such  remaining  assets  shall be  distributed
                      ratably to the holders of such parity  shares in  proportion
                      to their respective liquidation  preferences.  In the event,
                      however,  that there are not sufficient  assets available to
                      permit payment in full of the Comdisco Adjustment, then such
                      remaining assets shall be distributed ratably to the holders
                      of Comdisco Stock.
  
                      (c) In the event the Corporation shall at any time after the
                      Rights Declaration Date (i) declare any dividend on Comdisco
                      Stock payable in shares of Comdisco  Stock,  (ii)  subdivide
                      the  outstanding   Comdisco  Stock,  or  (iii)  combine  the
                      outstanding  Comdisco Stock into a smaller number of shares,
                      then in each such  case the  Comdisco  Adjustment  Number in
                      effect  immediately prior to such event shall be adjusted by
                      multiplying  such Comdisco  Adjustment  Number by a fraction
                      the  numerator  of which is the number of shares of Comdisco
                      Stock  outstanding  immediately  after  such  event  and the
                      denominator  of which is the  number of  shares of  Comdisco
                      Stock that were outstanding immediately prior to such event.
  
                 7. Consolidation,  Merger, etc.  Notwithstanding  anything to the
                 contrary  contained  herein,  in case the Corporation shall enter
                 into any consolidation,  merger, combination or other transaction
                 in which  the  shares of  Comdisco  Stock  are  exchanged  for or
                 changed  into other  stock or  securities,  cash and/or any other
                 property,  then in any such  case the  shares  of Series C Junior
                 Participating Preferred Stock shall at the same time be similarly
                 exchanged  or  changed  in an amount  per share  (subject  to the
                 provision for  adjustment  hereinafter  set forth) equal to 1,000
                 times the aggregate amount of stock, securities,  cash and/or any
                 other property  (payable in kind), as the case may be, into which
                 or  for  which  each  share  of  Comdisco  Stock  is  changed  or
                 exchanged.  In the event the Corporation  shall at any time after
                 the Rights  Declaration Date (i) declare any dividend on Comdisco
                 Stock  payable in shares of Comdisco  Stock,  (ii)  subdivide the
                 outstanding  Comdisco  Stock,  or (iii)  combine the  outstanding
                 Comdisco Stock into a smaller number of shares, then in each such
                 case the amount set forth in the preceding  sentence with respect
                 to  the   exchange  or  change  of  shares  of  Series  C  Junior
                 Participating  Preferred  Stock shall be adjusted by  multiplying
                 such amount by a fraction the numerator of which is the number of
                 shares of Comdisco Stock outstanding immediately after such event
                 and the  denominator of which is the number of shares of Comdisco
                 Stock that were outstanding immediately prior to such event.
  
                 8. No  Redemption.  The  shares of Series C Junior  Participating
                 Preferred Stock shall not be redeemable.
  
                 9.   Amendment.   The  Amended  and   Restated   Certificate   of
                 Incorporation of the Corporation  shall not be further amended in
                 any manner  which  would  materially  alter or change the powers,
                 preferences   or   special   rights   of  the   Series  C  Junior
                 Participating  Preferred  Stock so as to  affect  them  adversely
                 without the affirmative vote of the holders of a majority or more
                 of the  outstanding  shares  of  Series  C  Junior  Participating
                 Preferred Stock, voting separately as a class.
  
                 10. Fractional Shares.  Series C Junior  Participating  Preferred
                 Stock may be issued in fractions  of a share which shall  entitle
                 the holder, in proportion to such holders  fractional  shares, to
                 exercise  voting  rights,   receive  dividends,   participate  in
                 distributions  and to have the  benefit  of all  other  rights of
                 holders of Series C Junior Participating Preferred Stock.
  
            D. Designation of Series D Junior Participating Preferred Stock
  
                 1. Designation and Amount.  Two Hundred Thousand (200,000) of the
                 authorized and unissued  shares of Preferred Stock are designated
                 as "Series D Junior  Participating  Preferred Stock." Such number
                 of shares may be  increased or  decreased  by  resolution  of the
                 Board of Directors;  provided,  that no decrease shall reduce the
                 number of shares of  Series D  Preferred  Stock to a number  less
                 than the  number of shares  then  outstanding  plus the number of
                 shares  reserved  for issuance  upon the exercise of  outstanding
                 options,  rights  or  warrants  or  upon  the  conversion  of any
                 outstanding securities issued by the Corporation convertible into
                 Series D Junior Participating Preferred Stock.
  
                 2. Dividends and Distributions.
  
                      (a) The  holders of shares of Series D Junior  Participating
                      Preferred  Stock shall be entitled to receive,  when, as and
                      if declared by the Board of Directors  out of funds  legally
                      available for the purpose,  quarterly  dividends  payable in
                      cash on the last day of March, June,  September and December
                      in each year (each such date being  referred  to herein as a
                      "Quarterly Dividend Payment Date"),  commencing on the first
                      Quarterly  Dividend Payment Date after the first issuance of
                      a  share  or   fraction  of  a  share  of  Series  D  Junior
                      Participating  Preferred  Stock,  in  an  amount  per  share
                      (rounded  to the  nearest  cent) equal to the greater of (x)
                      $1.00  or  (y)  subject  to  the  provision  for  adjustment
                      hereinafter  set forth,  1,000 times the aggregate per share
                      amount of all cash dividends,  and 1,000 times the aggregate
                      per share amount (payable in kind) of all non-cash dividends
                      or other  distributions  other  than a  dividend  payable in
                      shares of Ventures Stock or a subdivision of the outstanding
                      shares of Ventures Stock (by reclassification or otherwise),
                      declared on the Ventures Stock of the Corporation  since the
                      immediately  preceding  Quarterly Dividend Payment Date, or,
                      with respect to the first Quarterly  Dividend  Payment Date,
                      since the first issuance of any share or fraction of a share
                      of Series D Junior  Participating  Preferred  Stock.  In the
                      event the Corporation  shall at any time after the date that
                      these Restated and Amended Articles of Incorporation  become
                      effective  (the "Rights  Declaration  Date") (i) declare any
                      dividend  on  Ventures  Stock  payable in shares of Ventures
                      Stock,  (ii) subdivide the  outstanding  Ventures  Stock, or
                      (iii) combine the outstanding  Ventures Stock into a smaller
                      number of shares, then in each such case the amount to which
                      holders of shares of Series D Junior Participating Preferred
                      Stock were  entitled  immediately  prior to such event under
                      clause (b) of the  preceding  sentence  shall be adjusted by
                      multiplying such amount by a fraction the numerator of which
                      is the  number  of  shares  of  Ventures  Stock  outstanding
                      immediately after such event and the denominator of which is
                      the number of shares of Ventures Stock that were outstanding
                      immediately prior to such event.
  
                      (b) The Corporation shall declare a dividend or distribution
                      on the  Series D  Junior  Participating  Preferred  Stock as
                      provided  in  Paragraph  (y)  above   immediately  after  it
                      declares a dividend or  distribution  on the Ventures  Stock
                      (other than a dividend payable in shares of Ventures Stock);
                      provided  that,  in the event no  dividend  or  distribution
                      shall have been  declared on the  Ventures  Stock during the
                      period between any Quarterly  Dividend  Payment Date and the
                      next subsequent  Quarterly Dividend Payment Date, a dividend
                      of  $0.01  per  share on the  Series D Junior  Participating
                      Preferred  Stock  shall  nevertheless  be  payable  on  such
                      subsequent Quarterly Dividend Payment Date.
  
                      (c)  Dividends  shall begin to accrue and be  cumulative  on
                      outstanding   shares  of   Series  D  Junior   Participating
                      Preferred  Stock from the  Quarterly  Dividend  Payment Date
                      next  preceding the date of issue of such shares of Series D
                      Junior  Participating  Preferred  Stock,  unless the date of
                      issue of such  shares  is prior to the  record  date for the
                      first  Quarterly   Dividend  Payment  Date,  in  which  case
                      dividends on such shares shall begin to accrue from the date
                      of issue of such  shares,  or unless  the date of issue is a
                      Quarterly  Dividend  Payment  Date  or is a date  after  the
                      record  date for the  determination  of holders of shares of
                      Series D Junior  Participating  Preferred  Stock entitled to
                      receive a  quarterly  dividend  and  before  such  Quarterly
                      Dividend  Payment  Date,  in  either  of which  events  such
                      dividends  shall begin to accrue and be cumulative from such
                      Quarterly   Dividend   Payment  Date.   Accrued  but  unpaid
                      dividends  shall not bear  interest.  Dividends  paid on the
                      shares of Series D Junior  Participating  Preferred Stock in
                      an amount less than the total  amount of such  dividends  at
                      the  time  accrued  and  payable  on such  shares  shall  be
                      allocated pro rata on a share-by-share  basis among all such
                      shares at the time outstanding.
  
                      The  Board  of  Directors  may  fix a  record  date  for the
                      determination  of  holders  of  shares  of  Series  D Junior
                      Participating Preferred Stock entitled to receive payment of
                      a dividend or distribution  declared  thereon,  which record
                      date  shall be no more than 30 days  prior to the date fixed
                      for the payment thereof.
  
                 3.  Voting  Rights.  The holders of shares of Series D Junior
                     Participating  Preferred  Stock shall have the  following
                     voting rights:
  
                      (a) Subject to the provision for adjustment  hereinafter set
                      forth, each share of Series D Junior Participating Preferred
                      Stock  shall  entitle  the  holder  thereof to the number of
                      votes on all matters submitted to a vote of the stockholders
                      of the Corporation equal to the product of (x) 1,000 and (y)
                      the number of votes then  attributed  to a share of Ventures
                      Stock. In the event the Corporation  shall at any time after
                      the Rights  Declaration  Date (i)  declare  any  dividend on
                      Ventures  Stock  payable in shares of Ventures  Stock,  (ii)
                      subdivide the  outstanding  Ventures Stock, or (iii) combine
                      the  outstanding  Ventures  Stock  into a smaller  number of
                      shares, then in each such case the number of votes per share
                      to which holders of shares of Series D Junior  Participating
                      Preferred  Stock  were  entitled  immediately  prior to such
                      event  shall be  adjusted  by  multiplying  such number by a
                      fraction  the  numerator of which is the number of shares of
                      Ventures Stock outstanding  immediately after such event and
                      the denominator of which is the number of shares of Ventures
                      Stock that were outstanding immediately prior to such event.
  
                      (b)  Except as  otherwise  provided  herein  or by law,  the
                      holders of shares of Series D Junior Participating Preferred
                      Stock and the holders of shares of Ventures Stock shall vote
                      together as one class on all matters  submitted to a vote of
                      stockholders of the Corporation.
  
                      (c) (i) If at any  time  dividends  on any  Series  D Junior
                      Participating  Preferred  Stock  shall be in  arrears  in an
                      amount equal to six (6)  quarterly  dividends  thereon,  the
                      occurrence of such contingency shall mark the beginning of a
                      period (herein called a "default period") which shall extend
                      until such time when all  accrued and unpaid  dividends  for
                      all previous  quarterly dividend periods and for the current
                      quarterly  dividend  period on all shares of Series D Junior
                      Participating  Preferred Stock then  outstanding  shall have
                      been declared and paid or set apart for payment. During each
                      default period,  all holders of Preferred  Stock  (including
                      holders  of the  Series  D  Junior  Participating  Preferred
                      Stock) with  dividends  in arrears in an amount equal to six
                      (6)  quarterly   dividends  thereon,   voting  as  a  class,
                      irrespective  of  series,  shall have the right to elect two
                      (2) directors.
  
                      (ii) During any  default  period,  such voting  right of the
                      holders of Series D Junior Participating Preferred Stock may
                      be exercised  initially at a special meeting called pursuant
                      to  subparagraph  (iii) of this Section 3(c) of this Article
                      4(C)  or  at  any  annual  meeting  of   stockholders,   and
                      thereafter at annual meetings of stockholders, provided that
                      such voting right shall not be exercised  unless the holders
                      of ten percent (10%) in number of shares of Preferred  Stock
                      outstanding  shall be  present  in person  or by proxy.  The
                      absence of a quorum of the holders of Common Stock shall not
                      affect the  exercise  by the holders of  Preferred  Stock of
                      such  voting  right.  At any meeting at which the holders of
                      Preferred  Stock shall exercise such voting right  initially
                      during an  existing  default  period,  they  shall  have the
                      right,  voting as a class,  to elect  directors to fill such
                      vacancies,  if any,  in the Board of  Directors  as may then
                      exist up to two (2) directors or, if such right is exercised
                      at an annual  meeting,  to elect two (2)  directors.  If the
                      number  which may be so elected at any special  meeting does
                      not  amount  to the  required  number,  the  holders  of the
                      Preferred  Stock shall have the right to make such  increase
                      in the number of  directors  as shall be necessary to permit
                      the  election  by them of the  required  number.  After  the
                      holders of the Preferred  Stock shall have  exercised  their
                      right to elect  directors  in any default  period and during
                      the  continuance  of such  period,  the number of  directors
                      shall not be increased  or  decreased  except by vote of the
                      holders of Preferred Stock as herein provided or pursuant to
                      the rights of any  equity  securities  ranking  senior to or
                      pari passu with the Series D Junior Participating  Preferred
                      Stock.
  
                      (iii) Unless the holders of Preferred Stock shall, during an
                      existing  default period,  have  previously  exercised their
                      right to elect directors,  the Board of Directors may order,
                      or any stockholder or  stockholders  owning in the aggregate
                      not less  than ten  percent  (10%) of the  total  number  of
                      shares  of  Preferred  Stock  outstanding,  irrespective  of
                      series,  may request,  the calling of special meeting of the
                      holders of Preferred Stock, which meeting shall thereupon be
                      called by the President,  a Vice-President  or the Secretary
                      of the Corporation. Notice of such meeting and of any annual
                      meeting at which holders of Preferred  Stock are entitled to
                      vote pursuant to this  subparagraph  (iii) shall be given to
                      each holder of record of  Preferred  Stock by mailing a copy
                      of such  notice to him or her at his or her last  address as
                      the  same  appears  on the  books of the  Corporation.  Such
                      meeting  shall be called for a time not earlier than 20 days
                      and not later than 60 days after such order or request or in
                      default of the calling of such meeting  within 60 days after
                      such order or request, such meeting may be called on similar
                      notice  by any  stockholder  or  stockholders  owning in the
                      aggregate  not less  than  ten  percent  (10%) of the  total
                      number   of   shares   of   Preferred   Stock   outstanding.
                      Notwithstanding  the provisions of this subparagraph  (iii),
                      no such special  meeting  shall be called  during the period
                      within 60 days immediately  preceding the date fixed for the
                      next annual meeting of the stockholders.
  
                      (iv) In any default period, the holders of Common Stock, and
                      other  classes of stock of the  Corporation  if  applicable,
                      shall  continue to be entitled to elect the whole  number of
                      directors  until the holders of  Preferred  Stock shall have
                      exercised their right to elect two (2) directors voting as a
                      class,  after the exercise of which right (x) the  directors
                      so elected by the holders of Preferred  Stock shall continue
                      in office until their  successors shall have been elected by
                      such holders or until the expiration of the default  period,
                      and (y) any vacancy in the Board of Directors may (except as
                      provided  in  Paragraph  (ii) of this  Section  3(c) of this
                      Article  4(D))  be  filled  by  vote  of a  majority  of the
                      remaining  directors  theretofore  elected by the holders of
                      the class of stock which  elected the director  whose office
                      shall have become  vacant.  References in this Paragraph (c)
                      to directors elected by the holders of a particular class of
                      stock shall include  directors  elected by such directors to
                      fill  vacancies  as provided in clause (y) of the  foregoing
                      sentence.
  
                      (v) Immediately upon the expiration of a default period, (x)
                      the right of the  holders of  Preferred  Stock as a class to
                      elect directors  shall cease,  (y) the term of any directors
                      elected by the holders of  Preferred  Stock as a class shall
                      terminate,  and (z) the  number of  directors  shall be such
                      number as may be provided  for in the  Amended and  Restated
                      Certificate of Incorporation or by-laws  irrespective of any
                      increase made pursuant to the  provisions of Paragraph  (ii)
                      of this  Section 3 of this  Article  4(D) (such number being
                      subject,   however,  to  change  thereafter  in  any  manner
                      provided by law or in the Amended and  Restated  Certificate
                      of Incorporation or by-laws).  Any vacancies in the Board of
                      Directors  effected by the provisions of clauses (y) and (z)
                      in the preceding sentence may be filled by a majority of the
                      remaining directors.
  
                      (d) Except as set forth  herein,  holders of Series D Junior
                      Participating  Preferred  Stock shall have no special voting
                      rights and their  consent  shall not be required  (except to
                      the extent they are  entitled to vote with holders of Common
                      Stock as set forth herein) for taking any corporate action.
  
                 4. Certain Restrictions.
  
                      (a)  Whenever  quarterly  dividends  or other  dividends  or
                      distributions  payable on the Series D Junior  Participating
                      Preferred  Stock as  provided  in Section 2 of this  Article
                      4(D) are in  arrears,  thereafter  and until all accrued and
                      unpaid dividends and distributions, whether or not declared,
                      on shares of Series D Junior  Participating  Preferred Stock
                      outstanding  shall have been paid in full,  the  Corporation
                      shall not:
  
                           (i)  declare  or  pay  dividends  on,  make  any  other
                           distributions  on, or redeem or purchase  or  otherwise
                           acquire for  consideration  any shares of stock ranking
                           junior  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) to the  Series  D  Junior
                           Participating Preferred Stock;
  
                           (ii)  declare  or pay  dividends  on or make any  other
                           distributions  on any  shares  of  stock  ranking  on a
                           parity  (either as to  dividends  or upon  liquidation,
                           dissolution  or  winding  up) with the  Series D Junior
                           Participating  Preferred  Stock,  except dividends paid
                           ratably on the Series D Junior Participating  Preferred
                           Stock and all such parity stock on which  dividends are
                           payable  or in  arrears  in  proportion  to  the  total
                           amounts  to which the  holders  of all such  shares are
                           then entitled;
  
                           (iii)  redeem or  purchase  or  otherwise  acquire  for
                           consideration  shares of any stock  ranking on a parity
                           (either   as  to   dividends   or   upon   liquidation,
                           dissolution  or  winding  up) with the  Series D Junior
                           Participating   Preferred  Stock,   provided  that  the
                           Corporation  may  at  any  time  redeem,   purchase  or
                           otherwise  acquire  shares of any such parity  stock in
                           exchange  for  shares of any  stock of the  Corporation
                           ranking   junior   (either  as  to  dividends  or  upon
                           dissolution, liquidation or winding up) to the Series D
                           Junior Participating Preferred Stock; or
  
                           (iv)  purchase or otherwise  acquire for  consideration
                           any shares of Series D Junior  Participating  Preferred
                           Stock,  or any shares of stock ranking on a parity with
                           the  Series D  Junior  Participating  Preferred  Stock,
                           except in  accordance  with a  purchase  offer  made in
                           writing or by  publication  (as determined by the Board
                           of  Directors)  to all holders of such shares upon such
                           terms as the Board of Directors, after consideration of
                           the respective annual dividend rates and other relative
                           rights and  preferences  of the  respective  series and
                           classes,  shall  determine in good faith will result in
                           fair  and  equitable  treatment  among  the  respective
                           series or classes.
  
                      (b) The  Corporation  shall not permit any subsidiary of the
                      Corporation   to   purchase   or   otherwise   acquire   for
                      consideration any shares of stock of the Corporation  unless
                      the Corporation could, under Paragraph (a) of this Section 4
                      of this Article  4(D),  purchase or  otherwise  acquire such
                      shares at such time and in such manner.
  
                 5. Reacquired Shares. Any shares of Series D Junior Participating
                 Preferred   Stock   purchased  or   otherwise   acquired  by  the
                 Corporation  in  any  manner  whatsoever  shall  be  retired  and
                 cancelled promptly after the acquisition thereof. All such shares
                 shall upon their  cancellation  become  authorized  but  unissued
                 shares of  Preferred  Stock and may be  reissued as part of a new
                 series  of  Preferred  Stock  to  be  created  by  resolution  or
                 resolutions of the Board of Directors,  subject to the conditions
                 and restrictions on issuance set forth herein.
  
                 6. Liquidation, Dissolution or Winding Up.
  
                      (a)  Upon  any   liquidation   (voluntary   or   otherwise),
                      dissolution   or   winding   up  of  the   Corporation,   no
                      distribution shall be made to the holders of shares of stock
                      ranking junior (either as to dividends or upon  liquidation,
                      dissolution   or   winding   up)  to  the  Series  D  Junior
                      Participating  Preferred  Stock unless,  prior thereto,  the
                      holders of shares of Series D Junior Participating Preferred
                      Stock shall have received an amount equal to 1,000 times the
                      Purchase  Price,  plus an amount equal to accrued and unpaid
                      dividends  and   distributions   thereon,   whether  or  not
                      declared,  to the  date  of  such  payment  (the  "Series  D
                      Liquidation Preference").  Following the payment of the full
                      amount of the Series D Liquidation Preference, no additional
                      distributions  shall be made to the  holders  of  shares  of
                      Series D Junior Participating  Preferred Stock unless, prior
                      thereto,  the holders of shares of Ventures Stock shall have
                      received  an amount  per share (the  "Ventures  Adjustment")
                      equal to the quotient  obtained by dividing (i) the Series D
                      Liquidation  Preference  by  (ii)  1,000  (as  appropriately
                      adjusted as set forth in  subparagraph  (c) below to reflect
                      such   events  as  stock   splits,   stock   dividends   and
                      recapitalizations  with respect to the Ventures Stock) (such
                      number in clause (ii),  the "Ventures  Adjustment  Number").
                      Following  the  payment  of the full  amount of the Series D
                      Liquidation   Preference  and  the  Ventures  Adjustment  in
                      respect  of  all  outstanding  shares  of  Series  D  Junior
                      Participating    Preferred   Stock   and   Ventures   Stock,
                      respectively,  holders  of  Series  D  Junior  Participating
                      Preferred  Stock and  holders  of shares of  Ventures  Stock
                      shall receive their ratable and  proportionate  share of the
                      remaining  assets  to be  distributed  in the  ratio  of the
                      Ventures  Adjustment  Number  to  1  with  respect  to  such
                      Preferred  Stock and Ventures  Stock,  on a per share basis,
                      respectively.
  
                      (b) In the event,  however,  that  there are not  sufficient
                      assets  available to permit  payment in full of the Series D
                      Liquidation  Preference and the  liquidation  preferences of
                      all other series of preferred stock, if any, which rank on a
                      parity  with the  Series D  Junior  Participating  Preferred
                      Stock,  then  such  remaining  assets  shall be  distributed
                      ratably to the holders of such parity  shares in  proportion
                      to their respective liquidation  preferences.  In the event,
                      however,  that there are not sufficient  assets available to
                      permit payment in full of the Ventures Adjustment, then such
                      remaining assets shall be distributed ratably to the holders
                      of Ventures Stock.
  
                      (c) In the event the Corporation shall at any time after the
                      Rights Declaration Date (i) declare any dividend on Ventures
                      Stock payable in shares of Ventures  Stock,  (ii)  subdivide
                      the  outstanding   Ventures  Stock,  or  (iii)  combine  the
                      outstanding  Ventures Stock into a smaller number of shares,
                      then in each such  case the  Ventures  Adjustment  Number in
                      effect  immediately prior to such event shall be adjusted by
                      multiplying  such Ventures  Adjustment  Number by a fraction
                      the  numerator  of which is the number of shares of Ventures
                      Stock  outstanding  immediately  after  such  event  and the
                      denominator  of which is the  number of  shares of  Ventures
                      Stock that were outstanding immediately prior to such event.
  
                 7. Consolidation,  Merger, etc.  Notwithstanding  anything to the
                 contrary  contained  herein,  in case the Corporation shall enter
                 into any consolidation,  merger, combination or other transaction
                 in which  the  shares of  Ventures  Stock  are  exchanged  for or
                 changed  into other  stock or  securities,  cash and/or any other
                 property,  then in any such  case the  shares  of Series D Junior
                 Participating Preferred Stock shall at the same time be similarly
                 exchanged  or  changed  in an amount  per share  (subject  to the
                 provision for  adjustment  hereinafter  set forth) equal to 1,000
                 times the aggregate amount of stock, securities,  cash and/or any
                 other property  (payable in kind), as the case may be, into which
                 or  for  which  each  share  of  Ventures  Stock  is  changed  or
                 exchanged.  In the event the Corporation  shall at any time after
                 the Rights  Declaration Date (i) declare any dividend on Ventures
                 Stock  payable in shares of Ventures  Stock,  (ii)  subdivide the
                 outstanding  Ventures  Stock,  or (iii)  combine the  outstanding
                 Ventures Stock into a smaller number of shares, then in each such
                 case the amount set forth in the preceding  sentence with respect
                 to  the   exchange  or  change  of  shares  of  Series  D  Junior
                 Participating  Preferred  Stock shall be adjusted by  multiplying
                 such amount by a fraction the numerator of which is the number of
                 shares of Ventures Stock outstanding immediately after such event
                 and the  denominator of which is the number of shares of Ventures
                 Stock that were outstanding immediately prior to such event.
  
                 8. No  Redemption.  The  shares of Series D Junior  Participating
                 Preferred Stock shall not be redeemable.
  
                 9.   Amendment.   The  Amended  and   Restated   Certificate   of
                 Incorporation of the Corporation  shall not be further amended in
                 any manner  which  would  materially  alter or change the powers,
                 preferences   or   special   rights   of  the   Series  D  Junior
                 Participating  Preferred  Stock so as to  affect  them  adversely
                 without the affirmative vote of the holders of a majority or more
                 of the  outstanding  shares  of  Series  D  Junior  Participating
                 Preferred Stock, voting separately as a class.
  
                 10. Fractional Shares.  Series D Junior  Participating  Preferred
                 Stock may be issued in fractions  of a share which shall  entitle
                 the holder, in proportion to such holders  fractional  shares, to
                 exercise  voting  rights,   receive  dividends,   participate  in
                 distributions  and to have the  benefit  of all  other  rights of
                 holders of Series D Junior Participating Preferred Stock.
  
       5. The name and mailing address of each incorporator is as follows:
  
              Name               Mailing Address
  
              B.J. Consono       1209 Orange Street
                                 Wilmington, Delaware 19899
  
              F.J. Obara, Jr.    1209 Orange Street
                                 Wilmington, Delaware 19899
  
              J.L. Rivera        1209 Orange Street
                                 Wilmington, Delaware 19899
  
       6. The Corporation is to have perpetual existence.
  
       7. In furtherance and not in limitation of the powers conferred by statute,
       the board of directors is expressly authorized:
  
            To make, alter or repeal the by-laws of the Corporation.
  
            To  authorize  and cause to be executed  mortgages  and liens upon the
  real and personal property of the Corporation.
  
            To set apart out of any of the funds of the Corporation  available for
            dividends a reserve or reserves for any proper  purpose and to abolish
            any such reserve in the manner in which it was created.
  
            By a majority of the whole board, to designate one or more committees,
            each  committee  to  consist  of one or more of the  directors  of the
            Corporation.  The  board  may  designate  one  or  more  directors  as
            alternate  members of any  committee,  who may  replace  any absent or
            disqualified  member at any meeting of the committee.  The by-laws may
            provide  that in the  absence  or  disqualification  of a member  of a
            committee,  the member or members  thereof  present at any meeting and
            not disqualified  from voting,  whether or not he or they constitute a
            quorum,  may  unanimously  appoint  another  member  of the  board  of
            directors  to act at the  meeting  in the place of any such  absent or
            disqualified member. Any such committee, to the extent provided in the
            resolution  of  the  board  of  directors,  or in the  by-laws  of the
            Corporation,  shall have and may exercise all the powers and authority
            of the  board of  directors  in the  management  of the  business  and
            affairs  of  the  Corporation,  and  may  authorize  the  seal  of the
            Corporation  to be affixed to all papers  which may require it; but no
            such  committee  shall have the power or  authority  in  reference  to
            amending  the  Amended  and  Restated  Certificate  of  Incorporation,
            adopting an agreement of merger or consolidation,  recommending to the
            stockholders the sale,  lease or exchange of all or substantially  all
            of  the  Corporation's  property  and  assets,   recommending  to  the
            stockholders  a dissolution  of the  Corporation  or a revocation of a
            dissolution,  or amending the by-laws of the Corporation;  and, unless
            the  resolution  or by-laws  expressly so provide,  no such  committee
            shall  have  the  power or  authority  to  declare  a  dividend  or to
            authorize the issuance of stock.
  
            When and as authorized by the stockholders in accordance with statute,
            to sell,  lease or exchange all or  substantially  all of the property
            and  assets  of the  Corporation,  including  its  good  will  and its
            corporate  franchises,  upon such  terms and  conditions  and for such
            consideration,  which  may  consist  in  whole  or in part of money or
            property including shares of stock in, and/or other securities of, any
            other  corporation or  corporations,  as its board of directors  shall
            deem expedient and for the best interest of the Corporation.
  
       8.  Whenever  a  compromise  or  arrangement   is  proposed   between  this
       Corporation  and its  creditors  or any class of them and/or  between  this
       Corporation  and its  stockholders  or any  class  of  them,  any  court of
       equitable jurisdiction within the State of Delaware may, on the application
       in a summary way of this  corporation  or of any  creditor  or  stockholder
       thereof,  or on the application of any receiver or receivers  appointed for
       this  corporation  under the  provisions  of section  291 of Title 8 of the
       General  Corporation  Law of the State of Delaware or on the application of
       trustees in dissolution or of any receiver or receivers  appointed for this
       Corporation  under the  provisions of section 279 of Title 8 of the General
       Corporation  Law of the State of Delaware  order a meeting of the creditors
       or class of creditors,  and/or of the stockholders or class of stockholders
       of this  Corporation,  as the case may be, to be summoned in such manner as
       the said court directs. If a majority in number representing  three-fourths
       in value of the creditors or class of creditors, and/or of the stockholders
       or class of stockholders of this Corporation,  as the case may be, agree to
       any compromise or arrangement and to any reorganization of this Corporation
       as a consequence of such compromise or arrangement,  the said compromise or
       arrangement and the said  reorganization  shall, if sanctioned by the court
       to which  the  said  application  has  been  made,  be  binding  on all the
       creditors or class of creditors, and/or on all the stockholders or class of
       stockholders,  of this  Corporation,  as the case may be,  and also on this
       Corporation.
  
       9.  Meetings  of  stockholders  may be held  within or without the State of
       Delaware,  as the by-laws may provide.  The books of the Corporation may be
       kept (subject to any provision contained in the statutes) outside the State
       of Delaware at such place or places as may be designated  from time to time
       by the board of directors or in the by-laws of the  corporation.  Elections
       of  directors  need not to be by written  ballot  unless the by-laws of the
       corporation shall so provide.
  
       10. Except as expressly  provided in this Amended and Restated  Articles of
       Incorporation,  the Corporation  reserves the right to amend, alter, change
       or repeal any provision  contained in this Amended and Restated Articles of
       Incorporation,  in the manner now or hereafter  prescribed by statute,  and
       all rights conferred upon  stockholders  herein are granted subject to this
       reservation.
  
                    11.      The number of directors  which shall  constitute  the
                             whole board shall be not less than four nor more than
                             fifteen,  such  number to be set by or in  accordance
                             with the by-laws.  Such by-law  provision can only be
                             amended  by  the  Board  of   Directors   or  by  the
                             affirmative  vote  of not  less  than  66 2/3% of the
                             stock  then  entitled  to  vote  in  an  election  of
                             directors.  The directors shall be divided into three
                             classes as nearly equal in number as possible. At the
                             1986  annual  meeting of  stockholders,  one class of
                             directors was elected for a one-year  term, one class
                             for a  two-year  term and one class for a  three-year
                             term.   At  each   succeeding   annual   meeting   of
                             stockholders,  successors  to the class of  directors
                             whose term expires in that year will be elected for a
                             three-year  term. A director  shall hold office until
                             the annual  meeting of  stockholders  for the year in
                             which  his term  expires  or until his  successor  is
                             elected and qualified.
  
       Vacancies and newly created  directorships  within any class resulting from
       any  increase  in the  authorized  number of  directors  may be filled by a
       majority of directors  then in office,  though less than a quorum,  and any
       director so chosen shall hold office for a term which shall  coincide  with
       the term of such class to which he is elected. If there are no directors in
       office, then an election of directors may be held in the manner provided by
       statute.
  
       The  affirmative  vote of the holders of at least 66 2/3% of the stock then
       entitled  to vote in an  election of  directors  shall be required  for the
       approval  of any  proposal  that (a) any  director  of the  corporation  be
       removed  from office for cause;  or (b) this Article 11 of this Amended and
       Restated Certificate of Incorporation be altered, amended or repealed.
  
       12. A. In addition  to the  requirements  of any  applicable  statute,  the
       affirmative  vote of not less than 66 2/3% of the stock  then  entitled  to
       vote in an election of directors owned by persons other than a "substantial
       stockholder"  (as  hereinafter  defined),  considered  for purposes of this
       Article  12  as  one  class,   shall  be  required   for  the  approval  or
       authorization  of  any  "business  combination"  (as  hereinafter  defined)
       between the corporation and any substantial stockholders provided, however,
       that such additional voting requirement shall not be applicable if:
  
            1. The business  combination  is solely  between the  Corporation  and
            another corporation, 50% or more of the voting stock of which is owned
            by the  Corporation  and  none of  which  is  owned  by a  substantial
            stockholder  and  each  holder  of  common  stock  of the  Corporation
            receives the same type of consideration in proportion to his holdings;
            or
  
            2. All the following  conditions are  satisfied:  (a) the cash or fair
            market value of the property, securities or "other consideration to be
            received"  (as   hereinafter   defined)  per  share  in  the  business
            combination  by holders of the common stock of the  corporation is not
            less than the  higher of (i) the  highest  price per share  (including
            brokerage  commissions,  soliciting  dealers' fees and  dealer-manager
            compensation) paid by such substantial stockholder in acquiring any of
            its holdings of the  Corporation's  common stock,  or (ii) the highest
            per share market price of common stock during the  three-month  period
            immediately preceding the date of the proxy statement described in (c)
            below  or,  if  none,   during  the  six-month  period  prior  to  the
            consummation  of  the  business  combination;  (b)  after  becoming  a
            substantial stockholder and prior to the consummation of such business
            combination (i) such substantial  stockholder  shall not have acquired
            any newly issued shares of capital stock, directly or indirectly, from
            the  Corporation  (except upon  conversion of  convertible  securities
            acquired by it prior to  becoming a  substantial  stockholder  or upon
            compliance  with the provisions of this Article 12 or as a result of a
            pro rata stock  dividend or stock  split),  and (ii) such  substantial
            stockholder   shall  not  have  received  the  benefit,   directly  or
            indirectly (except  proportionately  as a stockholder),  of any loans,
            advances,  guarantees,  pledges or other  financial  assistance or tax
            credits provided by the Corporation,  or made any major changes in the
            Corporation's  business or equity capital  structure;  and (c) if such
            proposal otherwise requires  stockholder  approval,  a proxy statement
            responsive to the requirements of the Securities Exchange Act of 1934,
            whether or not the  Corporation is then subject to such  requirements,
            shall be mailed to the public  stockholders of the Corporation for the
            purpose  of   soliciting   stockholder   approval  of  such   business
            combination.
  
       B. For the purposes of this Article 12:
  
            1. The term  "business  combination"  shall  mean  (a) any  merger  or
            consolidation   of  the   Corporation   with  or  into  a  substantial
            stockholder,   (b)  any  sale,  lease,  exchange,  transfer  or  other
            disposition,  including,  without limitation,  a mortgage or any other
            security  device,  of all, or any  "substantial  part" (as hereinafter
            defined)  of  the  assets  of  the  Corporation   including,   without
            limitation, any voting securities of a subsidiary) or of a subsidiary,
            to a substantial  stockholder,  (c) any merger or  consolidation  of a
            substantial  stockholder  with or into the Corporation or a subsidiary
            of the Corporation,  (d) any sale, lease, exchange,  transfer or other
            disposition  of  all or  any  substantial  part  of  the  assets  of a
            substantial  stockholder  to the  Corporation  or a subsidiary  of the
            Corporation,  (e) the issuance of any securities of the Corporation or
            a subsidiary of the Corporation to a substantial  stockholder  (except
            proportionately  as  a  stockholder),   (f)  the  acquisition  by  the
            Corporation or a subsidiary of the  Corporation of any securities of a
            substantial stockholder (except proportionately as a stockholder), (g)
            any  reclassification  of  common  stock  of the  Corporation,  or any
            recapitalization   involving   common   stock   of  the   Corporation,
            consummated within five years after a substantial  stockholder becomes
            a substantial  stockholder,  and (h) any agreement,  contract or other
            arrangement  providing for any of the  transactions  described in this
            definition of business combination;
  
            2. The term  "substantial  stockholder"  shall  mean and  include  any
            individual,  corporation,  partnership,  "group"  or other  person  or
            entity  which,   together  with  its  "affiliates"  and  "associates",
            "beneficially"  owns (as those  terms are defined on the date on which
            this  provision was adopted in Rules 12b-2,  13d-3 and 13d-5(b) of the
            General Rules and  Regulations  under the  Securities  Exchange Act of
            1934) in the aggregate 10% or more of the outstanding shares of common
            stock of the  Corporation,  and any affiliate or associate of any such
            individual, corporation,  partnership, group or other person or entity
            excluding, however, any incumbent members of the Board of Directors as
            of September 30, 1985 and any employee benefit plan of the corporation
            or its subsidiaries;
  
            3. The term  "substantial  part" shall mean more than 10% of the total
            book value of assets of the corporation in question,  as of the end of
            its most recent fiscal year ending prior to the time the determination
            is being made;
  
            4. Without  limitation,  any shares of common stock of the Corporation
            which any substantial stockholder has the right to acquire at any time
            pursuant to any  agreement,  or upon  exercise of  conversion  rights,
            warrants,  options,  or  otherwise,  shall be deemed  outstanding  and
            beneficially  owned by such  substantial  stockholder  for purposes of
            this Article 12 only; and
  
            5. The phrase  "other  consideration  to be received"  shall  include,
            without  limitation,  common stock of the corporation  retained by its
            existing  stockholders  other than a  substantial  stockholder  in the
            event of a business  combination with such substantial  stockholder in
            which the corporation is the surviving corporation.
  
       C. The  provisions  set forth in this  Article  12 may not be  repealed  or
       amended in any  respect or in any manner  including  through  any merger or
       consolidation  of the  corporation  with any other  corporation  unless the
       surviving corporation's Certificate of Incorporation contains an article to
       the same effect as this Article 12, except by the  affirmative  vote of the
       holders of not less than 66 2/3% of the stock then  entitled  to vote in an
       election of directors, subject to the provisions of any series of preferred
       stock  which may at any time be  outstanding;  provided,  however,  that if
       there is a substantial stockholder such action must be approved by not less
       than 66 2/3% of the stock then entitled to vote in an election of directors
       owned by persons other than the substantial stockholder.
  
       13. A director of the  Corporation  shall not be  personally  liable to the
       Corporation  or  its  stockholders  for  monetary  damages  for  breach  of
       fiduciary duty as a director to the fullest extent permitted by the General
       Corporation  Law of the  State  of  Delaware,  as the  same  exists  or may
       hereafter  be  amended,  except  for  liability  (i) for any  breach of the
       director's duty of loyalty to the corporation or its stockholders, (ii) for
       acts or omissions not in good faith or which involve intentional misconduct
       or a knowing  violation  of law,  (iii)  under  Section  174 of the General
       Corporation Law of the State of Delaware,  or (iv) for any transaction from
       which the director  derived any improper  personal  benefit.  Any repeal or
       modification  hereof  by the  stockholders  of the  Corporation  shall  not
       adversely  affect any right or protection of a director of the  Corporation
       existing at the time of such repeal or modification.
  
  IN WITNESS  WHEREOF,  the  Corporation  has caused  this  Amended  and  Restated
  Certificate of Incorporation to be executed as of this 20th day of April, 2000.
  
                                                       COMDISCO, INC.
  
                                                       By:/s/ Philip A. Hewes
                                                            Philip A. Hewes,
                                                       Senior Vice President
                                                            and Secretary
  1042324 v5
  Execution Copy:  May 4, 2000
                                        B-1-8
  
                                     EXHIBIT B-1
  
                            [Form of Rights Certificate]
  
  Certificate No. CGR-                _______ Rights
  
  NOT  EXERCISABLE  AFTER NOVEMBER 17, 2007 OR EARLIER IF REDEEMED BY THE COMPANY.
  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
  RIGHT  ON  THE  TERMS  SET  FORTH  IN  THE  RIGHTS   AGREEMENT.   UNDER  CERTAIN
  CIRCUMSTANCES,  RIGHTS  BENEFICIALLY  OWNED BY AN ACQUIRING PERSON OR AN ADVERSE
  PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT)  AND ANY  SUBSEQUENT
  HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.[THE  RIGHTS  REPRESENTED BY THIS
  RIGHTS  CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
  AN  ACQUIRING  PERSON OR  ADVERSE  PERSON OR AN  AFFILIATE  OR  ASSOCIATE  OF AN
  ACQUIRING  PERSON OR ADVERSE  PERSON  (AS SUCH  TERMS ARE  DEFINED IN THE RIGHTS
  AGREEMENT).ACCORDINGLY,  THIS  RIGHTS  CERTIFICATE  AND THE  RIGHTS  REPRESENTED
  HEREBY MAY BECOME NULL AND VOID IN THE  CIRCUMSTANCES  SPECIFIED IN SECTION 7(e)
  OF SUCH AGREEMENT.]
  
  (1) --------------1 The portion of the legend in brackets shall be inserted only
  if applicable and shall replace the preceding sentence.
  
                          Comdisco Stock Rights Certificate
  
                                   COMDISCO, INC.
  
           This certifies that  _________________,  or registered  assigns, is the
  registered  holder  of the  number  of Rights  set  forth  above,  each of which
  entitles the owner thereof,  subject to the terms,  provisions and conditions of
  the Amended and Restated Rights Agreement,  dated as of May 4, 2000 (the "Rights
  Agreement"), between COMDISCO, INC., a Delaware corporation (the "Company"), and
  ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
  (the "Rights Agent"),  to purchase from the Company at any time prior to 5:00 PM
  (New York City  time) on  November  17,  2007,  at the  office or offices of the
  Rights Agent designated for such purpose, or its successors as Rights Agent, one
  one-thousandth  of  a  fully-paid,   nonassessable  share  of  Series  C  Junior
  Participating  Preferred  Stock (the  "Preferred  Stock") of the  Company,  at a
  purchase price of $___ per one one-thousandth of a share (the "Purchase Price"),
  upon  presentation  and  surrender of this Rights  Certificate  with the Form of
  Election  to  Purchase  set  forth on the  reverse  hereof  and the  Certificate
  contained  therein duly executed.  The Purchase Price shall be paid in cash. The
  number of Rights evidenced by this Rights  Certificate (and the number of shares
  which may be purchased upon exercise  thereof) set forth above, and the Purchase
  Price per share set forth  above,  are the number of Rights  number and Purchase
  Price as of _____________, 200__, based on the Preferred Stock as constituted at
  such date, and are subject to adjustment upon the happening of certain events as
  provided  in the Rights  Agreement.  The Company  reserves  the right to require
  prior to the  occurrence  of a Triggering  Event (as such term is defined in the
  Rights Agreement) that a number of Rights be exercised so that only whole shares
  of Preferred Stock will be issued.
  
           Upon the  occurrence  of a Section 11 Event (as such term is defined in
  the Rights  Agreement),  if the Rights evidenced by this Rights  Certificate are
  beneficially  owned by (i) an Acquiring Person or Adverse Person or an Affiliate
  or Associate of any such  Acquiring  Person or Adverse Person (as such terms are
  defined  in the  Rights  Agreement),  (ii) a  transferee  of any such  Acquiring
  Person,  Adverse  Person,   Associate  or  Affiliate,  or  (iii)  under  certain
  circumstances  specified in the Rights Agreement,  a transferee of a person who,
  concurrently with or after such transfer,  became an Acquiring  Person,  Adverse
  Person or an Affiliate or  Associate of an Acquiring  Person or Adverse  Person,
  such  Rights  shall  become  null and void and no holder  hereof  shall have any
  rights  whatsoever  with respect to such Rights from and after the occurrence of
  such Section 11 Event.
  
           This Rights Certificate is subject to all of the terms,  provisions and
  conditions of the Rights Agreement,  which terms,  provisions and conditions are
  hereby  incorporated  herein by  reference  and made a part  hereof and to which
  Rights Agreement  reference is hereby made for a full description of the rights,
  limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
  Rights  Agent,  the Company and the  holders of the Rights  Certificates,  which
  limitations of rights include the temporary  suspension of the exercisability of
  such Rights under the specific  circumstances set forth in the Rights Agreement.
  Copies of the Rights Agreement are on file at the above-mentioned  office of the
  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 office or offices of the Rights Agent  designated for such
  purpose,  may be exchanged for another Rights Certificate or Rights Certificates
  of like tenor and date evidencing Rights entitling the holder to purchase a like
  aggregate  number of one  one-thousandths  of a share of Preferred  Stock as the
  Rights evidenced by the Rights  Certificate or Rights  Certificates  surrendered
  shall have entitled such holder to purchase. If this Rights Certificate shall be
  exercised in part, the holder shall be entitled to receive upon surrender hereof
  another Rights  Certificate  or  Certificates  representing  the number of whole
  Rights not exercised.
  
           Subject to the provisions of the Rights Agreement, the Rights evidenced
  by this Certificate may be redeemed by the Company at its option at a redemption
  price  of $0.01  per  Right at any time  prior to the  earlier  of the  Close of
  Business on (i) the fifteenth day following the Stock  Acquisition Date (as such
  time period may be extended or shortened  pursuant to the Rights  Agreement)  or
  (ii) the Final  Expiration  Date. In addition,  the Rights may be exchanged,  in
  whole or in part,  for shares of 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 such  exchange)  will  terminate and
  the Rights will only enable  holders to 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
  integral  multiples of one  one-thousandth of a share of Preferred 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  Rights
  Agreement.
  
           No holder,  as such,  of this Rights  Certificate  shall be entitled to
  vote or receive  dividends or be deemed for any purpose the holder of the shares
  of Preferred  Stock or of any other  securities  of the Company which may at any
  time be issuable on the exercise  hereof,  nor shall  anything  contained in the
  Rights  Agreement or herein be construed  to confer upon the holder  hereof,  as
  such, any of the rights of a stockholder of the Company or any right to vote for
  the election of directors or upon any matter  submitted to  stockholders  at any
  meeting thereof,  or to give or withhold consent to any corporate  action, or to
  receive notice of meetings or other actions  affecting  stockholders  (except as
  provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
  rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
  Certificate shall have been exercised as provided in the Rights Agreement.
  
           This  Rights  Certificate  shall  not be  valid or  obligatory  for any
  purpose until it shall have been countersigned by the Rights Agent.
  
           WITNESS the facsimile  signature of the proper  officers of the Company
  and its corporate seal.
  
  Dated as of _____________, 200_
  
  ATTEST:                                               COMDISCO, INC.
  
  ________________________                             By________________________
  Secretary                                                 Title:
  
  Countersigned:
  CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
  
  By___________________________________
  Authorized Signature
  [Form of Reverse Side of Rights Certificate]
  
            FORM OF ASSIGNMENT
  
           (To be executed  by the  registered  holder if such  holder  desires to
           transfer the Rights Certificate.)
  
  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: __________________, 200_
  
                                                       ---------------------------
                                                       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,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an  Affiliate or  Associate  of any such  Acquiring  Person or Adverse
  Person.
  
  Dated:  _________________, 200_              _________________________ 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 whatsoever.
  
  FORM OF ELECTION TO PURCHASE
  
           (To be executed if the  registered  holder  desires to exercise  Rights
           represented by the Rights Certificate.)
  
  To:  COMDISCO, 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 print name and address)
  
                    ------------------------------------------
                    (Please print social security or other
                    identifying number)
  
           If such number of Rights shall not be all the Rights  evidenced by this
  Rights  Certificate,  a new Rights  Certificate  for the  balance of such Rights
  shall be registered in the name of and delivered to:
  
         __________________________________________(Please print name and address)
  
           ------------------------------------------
           (Please print social security or other identifying number)
  
  Dated:  _______________, 200_
  
  -----------------------
  Signature
  
  Signature Guaranteed:__________________________
  
                                     Certificate
  
           The  undersigned  hereby  certifies by checking the  appropriate  boxes
  that:
  
           (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
  being  exercised by or on behalf of a Person who is or was an Acquiring  Person,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an Affiliate or Associate of any such Acquiring Person or Adverse.
  
  Dated:   _________________, 200_                      _________________________
                                                       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 whatsoever.
  1042324 v5
  Execution Copy:  May 4, 2000
                                        B-2-8
  
                                     EXHIBIT B-2
  
                            [Form of Rights Certificate]
  
  Certificate No. CDOVR-              _______ Rights
  
  NOT  EXERCISABLE  AFTER NOVEMBER 17, 2007 OR EARLIER IF REDEEMED BY THE COMPANY.
  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER
  RIGHT  ON  THE  TERMS  SET  FORTH  IN  THE  RIGHTS   AGREEMENT.   UNDER  CERTAIN
  CIRCUMSTANCES,  RIGHTS  BENEFICIALLY  OWNED BY AN ACQUIRING PERSON OR AN ADVERSE
  PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT)  AND ANY  SUBSEQUENT
  HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.[THE  RIGHTS  REPRESENTED BY THIS
  RIGHTS  CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME
  AN  ACQUIRING  PERSON OR  ADVERSE  PERSON OR AN  AFFILIATE  OR  ASSOCIATE  OF AN
  ACQUIRING  PERSON OR ADVERSE  PERSON  (AS SUCH  TERMS ARE  DEFINED IN THE RIGHTS
  AGREEMENT).ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
  MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES  SPECIFIED IN SECTION 7(e) OF SUCH
  AGREEMENT.]
  
  (1) --------------1 The portion of the legend in brackets shall be inserted only
  if applicable and shall replace the preceding sentence.
  
                        Comdisco Ventures Rights Certificate
  
                                   COMDISCO, INC.
  
           This certifies that  _________________,  or registered  assigns, is the
  registered  holder  of the  number  of Rights  set  forth  above,  each of which
  entitles the owner thereof,  subject to the terms,  provisions and conditions of
  the Amended and Restated Rights Agreement,  dated as of May 4, 2000 (the "Rights
  Agreement"), between COMDISCO, INC., a Delaware corporation (the "Company"), and
  ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
  (the "Rights Agent"),  to purchase from the Company at any time prior to 5:00 PM
  (New York City  time) on  November  17,  2007,  at the  office or offices of the
  Rights Agent designated for such purpose, or its successors as Rights Agent, one
  one-thousandth  of  a  fully-paid,   nonassessable  share  of  Series  D  Junior
  Participating  Preferred  Stock (the  "Preferred  Stock") of the  Company,  at a
  purchase price of $___ per one one-thousandth of a share (the "Purchase Price"),
  upon  presentation  and  surrender of this Rights  Certificate  with the Form of
  Election  to  Purchase  set  forth on the  reverse  hereof  and the  Certificate
  contained  therein duly executed.  The Purchase Price shall be paid in cash. The
  number of Rights evidenced by this Rights  Certificate (and the number of shares
  which may be purchased upon exercise  thereof) set forth above, and the Purchase
  Price per share set forth  above,  are the number of Rights  number and Purchase
  Price as of _____________, 200__, based on the Preferred Stock as constituted at
  such date, and are subject to adjustment upon the happening of certain events as
  provided  in the Rights  Agreement.  The Company  reserves  the right to require
  prior to the  occurrence  of a Triggering  Event (as such term is defined in the
  Rights Agreement) that a number of Rights be exercised so that only whole shares
  of Preferred Stock will be issued.
  
           Upon the  occurrence  of a Section 11 Event (as such term is defined in
  the Rights  Agreement),  if the Rights evidenced by this Rights  Certificate are
  beneficially  owned by (i) an Acquiring Person or Adverse Person or an Affiliate
  or Associate of any such  Acquiring  Person or Adverse Person (as such terms are
  defined  in the  Rights  Agreement),  (ii) a  transferee  of any such  Acquiring
  Person,  Adverse  Person,   Associate  or  Affiliate,  or  (iii)  under  certain
  circumstances  specified in the Rights Agreement,  a transferee of a person who,
  concurrently with or after such transfer,  became an Acquiring  Person,  Adverse
  Person or an Affiliate or  Associate of an Acquiring  Person or Adverse  Person,
  such  Rights  shall  become  null and void and no holder  hereof  shall have any
  rights  whatsoever  with respect to such Rights from and after the occurrence of
  such Section 11 Event.
  
           This Rights Certificate is subject to all of the terms,  provisions and
  conditions of the Rights Agreement,  which terms,  provisions and conditions are
  hereby  incorporated  herein by  reference  and made a part  hereof and to which
  Rights Agreement  reference is hereby made for a full description of the rights,
  limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
  Rights  Agent,  the Company and the  holders of the Rights  Certificates,  which
  limitations of rights include the temporary  suspension of the exercisability of
  such Rights under the specific  circumstances set forth in the Rights Agreement.
  Copies of the Rights Agreement are on file at the above-mentioned  office of the
  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 office or offices of the Rights Agent  designated for such
  purpose,  may be exchanged for another Rights Certificate or Rights Certificates
  of like tenor and date evidencing Rights entitling the holder to purchase a like
  aggregate  number of one  one-thousandths  of a share of Preferred  Stock as the
  Rights evidenced by the Rights  Certificate or Rights  Certificates  surrendered
  shall have entitled such holder to purchase. If this Rights Certificate shall be
  exercised in part, the holder shall be entitled to receive upon surrender hereof
  another Rights  Certificate  or  Certificates  representing  the number of whole
  Rights not exercised.
  
           Subject to the provisions of the Rights Agreement, the Rights evidenced
  by this Certificate may be redeemed by the Company at its option at a redemption
  price  of $0.01  per  Right at any time  prior to the  earlier  of the  Close of
  Business on (i) the fifteenth day following the Stock  Acquisition Date (as such
  time period may be extended or shortened  pursuant to the Rights  Agreement)  or
  (ii) the Final  Expiration  Date. In addition,  the Rights may be exchanged,  in
  whole or in part,  for shares of 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 such  exchange)  will  terminate and
  the Rights will only enable  holders to 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
  integral  multiples of one  one-thousandth of a share of Preferred 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  Rights
  Agreement.
  
           No holder,  as such,  of this Rights  Certificate  shall be entitled to
  vote or receive  dividends or be deemed for any purpose the holder of the shares
  of Preferred  Stock or of any other  securities  of the Company which may at any
  time be issuable on the exercise  hereof,  nor shall  anything  contained in the
  Rights  Agreement or herein be construed  to confer upon the holder  hereof,  as
  such, any of the rights of a stockholder of the Company or any right to vote for
  the election of directors or upon any matter  submitted to  stockholders  at any
  meeting thereof,  or to give or withhold consent to any corporate  action, or to
  receive notice of meetings or other actions  affecting  stockholders  (except as
  provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
  rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
  Certificate shall have been exercised as provided in the Rights Agreement.
  
           This  Rights  Certificate  shall  not be  valid or  obligatory  for any
  purpose until it shall have been countersigned by the Rights Agent.
  
           WITNESS the facsimile  signature of the proper  officers of the Company
  and its corporate seal.
  
  Dated as of _____________, 200_
  
  ATTEST:                                               COMDISCO, INC.
  
  ________________________                             By________________________
  Secretary                                                 Title:
  
  Countersigned:
  CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
  
  By___________________________________
  Authorized Signature
  [Form of Reverse Side of Rights Certificate]
  
            FORM OF ASSIGNMENT
  
           (To be executed  by the  registered  holder if such  holder  desires to
           transfer the Rights Certificate.)
  
  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: __________________, 200_
  
                                                       ---------------------------
                                                       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,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an  Affiliate or  Associate  of any such  Acquiring  Person or Adverse
  Person.
  
  Dated:  _________________, 200_              _________________________ 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 whatsoever.
  
  FORM OF ELECTION TO PURCHASE
  
           (To be executed if the  registered  holder  desires to exercise  Rights
           represented by the Rights Certificate.)
  
  To:  COMDISCO, 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 print name and address)
  
                    ------------------------------------------
                    (Please print social security or other
                    identifying number)
  
           If such number of Rights shall not be all the Rights  evidenced by this
  Rights  Certificate,  a new Rights  Certificate  for the  balance of such Rights
  shall be registered in the name of and delivered to:
  
        __________________________________________(Please print name and address)
  
           ------------------------------------------
           (Please print social security or other identifying number)
  
  Dated:  _______________, 200_
  
  -----------------------
  Signature
  
  Signature Guaranteed:__________________________
  Certificate
  
           The  undersigned  hereby  certifies by checking the  appropriate  boxes
  that:
  
           (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not
  being  exercised by or on behalf of a Person who is or was an Acquiring  Person,
  Adverse  Person or an Affiliate or  Associate  of any such  Acquiring  Person or
  Adverse Person (as such terms are defined in 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,  Adverse
  Person or an Affiliate or Associate of any such Acquiring Person or Adverse.
  
  Dated:   _________________, 200_                      _________________________
                                                       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 whatsoever.