content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
  
                                      FORM 8-K
  
  
                                   CURRENT REPORT
  
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported) September 30, 1996
  
  
  
                              ELECTRONIC CLEARING HOUSE, INC.        
              (Exact name of registrant as specified in its charter)
  
  
  
      NEVADA                        0-15245                93-0946274   
  (State or other jurisdiction    (Commission          (IRS Employer
   of incorporation)               File Number)       Identification No.)
  
  
  
  28001 Dorothy Drive, Agoura Hills, California         91301             
  (Address of principal executive offices)             (Zip Code)
  
  
  
      Registrant's telephone number, including area code (818) 706-8999
  
  
  
                                                                             
  (Former name or former address, if changes since last report)
  
  <PAGE>
  ITEM 5.   OTHER EVENTS
  
            On September 30, 1996, the Company signed the following Rights 
            Agreement (Attachment A) which was designed to protect 
            shareholders in the event of an unsolicited attempt to acquire 
            the Corporation for an inadequate price and to protect against 
            abusive practices that do not treat all shareholders equally.
       
  
                                     SIGNATURES
  
  
  Pursuant to the requirements of the Securities Exchange Act 
  of 1934, the Registrant has duly caused this report to be 
  signed on its behalf by the undersigned hereunto duly authorized.
  
  
  
  
  
                                ELECTRONIC CLEARING HOUSE, INC.
                                               (Registrant)
  
  
  
  
                                By   \s\ Alice L. Cheung         
                                  Alice L. Cheung, Treasurer & 
                                  Chief Financial Officer
  
  Dated:  October 1, 1996
  
  
  <PAGE>
  
  
  
                                    ATTACHMENT A
  
  
  
  
                           ELECTRONIC CLEARING HOUSE, INC.
  
                                         and
  
                             OXFORD TRANSFER & REGISTRAR
  
                                    Rights Agent
  
  
                                  RIGHTS AGREEMENT
  
                           Dated as of September 30, 1996
  
  
  <PAGE>
                                  TABLE OF CONTENTS
  
                                                              Page
  
  SECTION 1.          CERTAIN DEFINITIONS                           4        
  SECTION 2.          APPOINTMENT OF RIGHTS AGENT                   7
  
  SECTION 3.          ISSUE OF  RIGHTS CERTIFICATES                 7
  
  SECTION 4.          FORM OF  RIGHTS CERTIFICATES                  8
  
  SECTION 5.          COUNTERSIGNATURE AND REGISTRATION             9
  
  SECTION 6.          TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE 10
                 OF RIGHTS CERTIFICATES; MUTILATED, DESTROYED,
                 LOST OR STOLEN RIGHTS CERTIFICATES
  
  SECTION 7.          EXERCISE OF RIGHTS; PURCHASE PRICE;          11
                 EXPIRATION DATE OF RIGHTS
  
  SECTION 8.          CANCELLATION AND DESTRUCTION OF RIGHTS       13
                 CERTIFICATES
  
  SECTION 9.          AVAILABILITY OF PREFERRED STOCK              13
  
  SECTION 10.    PREFERRED STOCK RECORD DATE                       14
  
  SECTION 11.    ADJUSTMENT OF PURCHASE PRICE, NUMBER OF           14
                 SHARES OR NUMBER OF RIGHTS
  
  SECTION 12.    CERTIFICATE OF ADJUSTED PURCHASE PRICE OR         21
                 NUMBER OF SHARES
  
  SECTION 13.    CONSOLIDATION, MERGER OR SALE OR TRANSFER OF      21
                 ASSETS OR EARNING POWER
  
  SECTION 14.    FRACTIONAL RIGHTS AND FRACTIONAL SHARES           25
  
  SECTION 15.    RIGHTS OF ACTION                                  26
  
  SECTION 16.    AGREEMENT OF RIGHTS HOLDERS                       26
  
  SECTION 17.    RIGHTS CERTIFICATE HOLDER NOT DEEMED A            26
                 STOCKHOLDER
  
  SECTION 18.    CONCERNING THE RIGHTS AGENT                       27
  
  SECTION 19.    MERGER OR CONSOLIDATION OR CHANGE OF              27        
                 NAME OF RIGHTS AGENT
  
  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                                        31
  
  SECTION 24.    EXCHANGE                                          31
  
  SECTION 25.    NOTICE OF CERTAIN EVENTS                          33
  
  SECTION 26.    NOTICES                                           33
  
  SECTION 27.    SUPPLEMENTS AND AMENDMENTS                        34
  
  SECTION 28.    REGISTRATION OF SECURITIES                        35
  
  SECTION 29.    DETERMINATION AND ACTIONS BY THE BOARD            35   
                 OF DIRECTORS
  
  SECTION 30.    SUCCESSORS                                        35
  
  SECTION 31.    BENEFITS OF THIS AGREEMENT                        35
  
  SECTION 32.    SEVERABILITY                                      35
  
  SECTION 33.    GOVERNING LAW                                     36
  
  SECTION 34.    COUNTERPARTS                                      36
  
  SECTION 35.    DESCRIPTIVE HEADINGS                              36
  
  Exhibit A:          Form of Certificate of Designation for Series A Junior 
  Participating Preferred Shares
  
  Exhibit B:          Form of Rights Certificate
  
  Exhibit C:          Summary of Rights to Purchase Preferred Shares
  
  
  
                                  RIGHTS AGREEMENT
  
  
  THIS AGREEMENT, dated as of September 30, 1996, is between Electronic Clearing
  House, Inc., a Nevada corporation ("Company"), and Oxford Transfer & Registrar,
  a California corporation ("Rights Agent").
       Pursuant to this Agreement, the Board of Directors of the Company has
  authorized and declared a dividend of one preferred share purchase right
  ("Right") for each share of Common Stock (as hereinafter defined) of the
  Company outstanding on September 30, 1996 ("Record Date"), each Right
  representing the right to purchase one one-hundredth of a Preferred Stock share
  (as hereinafter defined), upon the terms and subject to the conditions herein
  set forth, and as further authorized and directed the issuance of one Right
  with respect to each Common Stock share that shall become outstanding between
  the Record Date and the earliest of the Distribution Date, the Redemption Date
  and the Final Expiration Date (as such terms are hereinafter defined).
       Accordingly, 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)  "Acquiring Person" shall mean any Person (as such term is hereinafter
  defined) who or which, together with all Affiliates and Associates (as such
  terms are hereinafter defined) of such Person, shall be the Beneficial Owner
  (as such term is hereinafter defined) of twenty-percent (20%) or more of the
  Common Stock of the Company then outstanding, but shall not include the
  Company, any Subsidiary (as such term is hereinafter defined) of the Company,
  any employee benefit plan of the Company or of any Subsidiary of the Company,
  or of any entity holding Common Stock for or pursuant to the terms of any such
  plan, provided, however, that if a Person is the Beneficial Owner at the close
  of business on the date of this Agreement of twenty-percent (20%) or more of
  the Common Stock of the Company, such Person shall not be deemed an Acquiring
  Person unless and until such Person acquires any additional Common Stock in any
  manner other than pursuant to a stock dividend, stock split, recapitalization,
  or similar transaction that does not affect the percentage of outstanding
  Common Stock.  Notwithstanding the foregoing, no Person shall become an
  "Acquiring Person" as the result of 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 such Person to twenty-
  percent (20%) or more of the Common Stock of the Company then outstanding;
  provided, however, that if a Person shall become the Beneficial Owner of
  twenty-percent (20%) or more of the Common Stock of the Company then
  outstanding by reason of share purchases by the Company and shall, after such
  share purchases by the Company, become the Beneficial Owner of any additional
  Common Stock of the Company, then such Person shall be deemed to be an
  "Acquiring Person."  Notwithstanding the foregoing, if a majority of the Board
  of Directors then in office determines in good faith that a Person who should
  be an "Acquiring Person," as defined pursuant to the foregoing provisions of
  this paragraph (a), has become such inadvertently, and such Person divests as
  promptly as practicable a sufficient number of shares of Common Stock so that
  such Person would no longer be an Acquiring Person, as defined pursuant to the
  foregoing provisions of this paragraph (a), then such a Person shall not be
  deemed to be an "Acquiring Person" for any purposes to this Agreement.
       (b)  "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 ("Exchange Act"), as in effect
  on the date of this Agreement.
       (c)  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 beneficially owns, directly or indirectly;
            (ii) which such Person or any of such Person's Affiliates or
  Associates has (A) the right to acquire, whether such right is exercisable
  immediately or only after the passage of time, pursuant to any agreement,
  arrangement or understanding (other than customary agreements with and between
  underwriters and selling group members with respect to a bona fide public
  offering of securities), or from and after, but only after, the exercise of
  conversion rights, exchange rights, rights [other than these Rights at any time
  prior to the occurrence of a Flip-in-Event, but thereafter including these
  Rights acquired from and after the Distribution Date (as defined in Section
  3(a) below)], warrants or options, or otherwise; provided, however, that a
  Person shall not be deemed the Beneficial Owner of, or to beneficially own,
  securities tendered pursuant to a tender or exchange offer made by or on behalf
  of such Person or any of such Person's Affiliates or Associates until such
  tendered securities are accepted for purchase or exchange; or (B) the right to
  vote pursuant to any agreement, arrangement or understanding; provided,
  however, that a Person shall not be deemed the Beneficial Owner of, or to
  beneficially own, any security if the agreement, arrangement or understanding
  to vote such security (1) arises solely from a revocable proxy or consent given
  to such Person in response to a public proxy or consent solicitation made
  pursuant to, and in accordance with, the applicable rules and regulations
  promulgated under the Exchange Act and (2) is not also then reportable 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 with which such Person or any of such Person's Affiliates or
  Associates has any agreement, arrangement or understanding whether or not in
  writing (other than customary agreements with and between underwriters and
  selling group members with respect to a bona fide public offering of
  securities) for the purpose of acquiring, holding, voting (except to the extent
  contemplated by the proviso in Section 1(d)(ii)(B)) or disposing of any
  securities of the Company; provided, however, that in no case shall an officer
  or director of the Company be deemed the Beneficial Owner of securities held of
  record by the trustee of any employee benefit plan of the Company or any
  Subsidiary of the Company for the benefit of any employee of the Company or any
  Subsidiary of the Company, other than the officer or director, by reason of any
  influence that such officer or director may have over the voting of the
  securities held in such plan.
       Notwithstanding anything in this definition of Beneficial Ownership to the
  contrary, the phrase "then outstanding," when used with reference to a Person's
  Beneficial Ownership of securities of the Company, shall mean the number of
  such securities then issued and outstanding together with the number of such
  securities not then actually issued and outstanding which such Person would be
  deemed to own beneficially hereunder.  Furthermore, directors and officers of
  the Company shall not be deemed to beneficially own each others' Common Stock
  solely due to their status as a director or officer of the Company.
       (e)  "Business Day" shall mean any day other than a Saturday, a Sunday, or
  a day on which banking institutions in the State of California 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., Los
  Angeles time, on such date; provided, however, that if such date is not a
  Business Day it shall mean 5:00 p.m., Los Angeles time, on the next succeeding
  Business Day.
       (g)  "Common Stock" shall mean the Common Stock, $.01 par value, of the
  Company (as such term is defined in the introductory paragraphs above) or any
  other shares of capital stock of the Company into which the Common Stock shall
  be reclassified or changed, except that "Common Stock" when used with reference
  to any Person other than the Company shall mean the shares of capital stock of
  such Person if such Person is a corporation, of any class or series, or units
  of equity interests in such Person, if such Person is not a corporation, of any
  class or series, the term of which do not limit, as a fixed amount and not
  merely in proportional terms, the amount of dividend or income payable or
  distributable on such class or series upon any voluntary or involuntary
  liquidation, dissolution, or winding up of such Person and do not provide that
  such class or series is subject to redemption at the option of such Person, or
  any shares of capital stock or units of equity interests into which the
  foregoing shall be reclassified or changed; provided, however, that if at any
  time there shall be more than one such class or series of capital stock or
  equity interests of such Person, "Common Stock" of such Person shall include
  all such classes and series substantially in the proportion of the total number
  of shares or other units of each class or series outstanding at such time.
       (h)  "Current Value" shall have the meaning set forth in Section 11(a)(iv)
  hereof.
       (i)  "Distribution Date" shall have the meaning set forth in Section 3
  hereof.
       (j)  "Final Expiration Date" shall have the meaning set forth in Section 7
  hereof.
       (k)  "Flip-In Event" shall have the meaning set forth in Section 11(a)(ii)
  hereof.
       (l)  "Person" shall mean any individual, firm, partnership, joint venture,
  corporation or other entity, and shall include any successor (by merger or
  otherwise) of such entity.
       (m)  "Preferred Stock" shall mean shares of Series A Junior Participating
  Preferred Stock, no par value, of the Company having the rights and preferences
  set forth in the Certificate of Designation, Preferences and Rights of Series A
  Junior Participating Preferred Stock attached hereto as Exhibit A.
       (n)  "Principal Party" shall have the meaning set forth in Section 13(b)
  hereof.
  `    (o)  "Redemption Date" shall have the meaning set forth in Section 7
  hereof.
       (p)  "Registered Common Stock" shall have the meaning set forth in Section
  13(b)(ii) hereof.
       (q)  "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) of the Exchange Act, by
  the Company or an Acquiring Person that an Acquiring Person has become such or
  such earlier date as a majority of the directors of the Company shall become
  aware of the existence of an Acquiring Person.
       (r)  "Spread" shall have the meaning set forth in Section 11(a)(iv)
  hereof.
       (s)  "Subsidiary" of any Person shall mean any corporation or other entity
  of which a majority of the voting power of the voting equity securities or
  equity interest is owned, directly or indirectly, by such Person.
       (t)  "Substitution Period" shall have the meaning set forth in Section
  11(a)(iv) hereof.
       (u)  "Trading Day" shall have the meaning set forth in Section 11(d)(i)
  hereof.
  
  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 Agent as it may deem necessary or desirable.  In the
  event the Company appoints one or more Co-Rights Agents, the respective duties
  of the Rights Agent and any Co-Rights Agents shall be as the Company shall
  determine.
  
  SECTION 3.          ISSUE OF RIGHTS CERTIFICATES
       (a)  Until the earlier of the close of business on (i) the tenth day after
  the Stock Acquisition Date, or (ii) the tenth Business Day (or such later date
  as may be determined by action of the Board of Directors prior to such time as
  any Person becomes an Acquiring Person) after the date of the commencement 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 entity
  holding Common Stock for or pursuant to the terms of any such plan) of, or of
  the first public announcement of the intention of 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 entity holding Common Stock
  for or pursuant to the terms of any such plan) to commence, a tender or
  exchange offer the consummation of which would result in any Person becoming
  the Beneficial owner of Common Stock aggregating twenty-percent (20%) or more
  of the then outstanding Common Stock, irrespective of whether any shares of
  Common Stock are actually purchased pursuant to such offer (including any such
  date which is after the date of this Agreement and prior to the issuance of the
  Rights, the earliest of such dates being herein referred to as the
  "Distribution Date"), (x) the Rights will be evidenced, subject to the
  provisions of Section 3(b) hereof, by the certificates for Common Stock
  registered in the names of the holders thereof (which certificates shall also
  be deemed to be Rights Certificates) and not be separate Rights Certificates,
  and (y) the right to receive Rights Certificates will be transferable only in
  connection with the transfer of Common Stock.  As soon as practicable after the
  Distribution Date, the Company will prepare and execute, the Rights Agent will
  countersign, and the Company will send or cause to be sent (and the Rights
  Agent will, if requested, send) by first-class, insured, postage-prepaid mail,
  to each record holder of 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, a Rights Certificate, in substantially the form of Exhibit B attached
  hereto ("Rights Certificate"), evidencing one Right for each Common Stock share
  so held.  As of the Distribution Date, the Rights will be evidenced solely by
  such Rights Certificates.
       (b)  On the Record Date, or as soon as practicable thereafter, the Company
  will send a copy of a Summary of Rights to Purchase Preferred Stock, in
  substantially the form of Exhibit C attached hereto ("Summary of Rights"), by
  first-class, postage-prepaid mail, to each record holder of Common Stock as of
  the close of business on the Record Date, at the address of such holder shown
  on the records of the Company.  With respect to certificates for Common Stock
  outstanding as of the Record Date, until the Distribution Date, the Rights will
  be evidenced by such certificates registered in the names of the holders
  thereof regardless of whether a copy of the Summary of Rights is attached
  thereto.  Until the Distribution Date (or the earlier of the Redemption Date or
  the Final Expiration Date), the surrender for transfer of any certificate for
  Common Stock outstanding on the record date, with or without a copy of the
  Summary of Rights attached thereto, shall also constitute the transfer of the
  Rights associated with the Common Stock represented thereby.
       (c)  Certificates for shares of Common Stock which becomes outstanding,
  including, without limitation, reacquired shares of Common Stock referred to in
  the last sentence of this paragraph (c), after the Record Date but prior to the
  earliest of the Distribution Date, the Redemption Date or the Final Expiration
  Date shall have impressed on, printed on, written on or otherwise affixed to
  them the following legend:
       This certificate also evidences and entitles the holder hereof to certain
  rights as set forth in a Rights Agreement between Electronic Clearing House,
  Inc. and Oxford Transfer & Registrar, dated September 30, 1996 ("Rights
  Agreement"), the terms of which are hereby incorporated herein by reference and
  a copy of which is on file at the principal executive offices of Electronic
  Clearing House, Inc.  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.  Electronic Clearing House, Inc. will
  mail to the holder of this certificate a copy of the Rights Agreement without
  charge after receipt of a written request thereof.  Under certain
  circumstances, as set forth in the Rights Agreement, Rights issued to any
  Person who becomes an Acquiring Person, as defined in the Rights Agreement, may
  become null and void.
       With respect to such certificates containing the foregoing legend, until
  the earlier of the Distribution Date or Final Expiration Date, the Rights
  associated with the Common Stock represented by such certificates shall be
  evidenced by such certificates alone, and the surrender for transfer of any
  such certificates shall also constitute the transfer of the Rights associated
  with the Common Stock represented thereby.  In the event that the Company
  purchases or acquires any Common Stock after the Record Date but prior to the
  Distribution Date, the Company shall not be entitled to exercise any Rights
  associated with such Common Stock while they are not outstanding.
  
  SECTION 4.          FORM OF RIGHTS CERTIFICATES
       (a)  The Rights Certificates, and the forms of election to purchase
  Preferred Stock and of assignment to be printed on the reverse thereof, shall
  be substantially the same as Exhibit B attached hereto and may have such marks
  of identification or designation and such legends, summaries or endorsements
  printed thereon as the Company may deem appropriate and as are not consistent
  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 or other organization on which the
  Rights may from time to time be listed or quoted, or to conform to usage. 
  Subject to the provisions of Section 22 hereof, the Rights Certificates shall
  entitle the holders thereof to purchase such number of one one-hundredth of a
  Preferred Stock shares as shall be set forth therein at the price per one one-
  hundredth of a Preferred Stock share set forth therein ("Purchase Price"), but
  the number of such one one-hundredth of a Preferred Stock shares and the
  purchase Price 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 or
  any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
  Acquiring Person, or any such Associate or Affiliate, who becomes a transferee
  after the Acquiring Person becomes such, except a transferee purchasing from or
  through a nationally recognized broker-dealer where such transferee and such
  transferee's Associate and Affiliates do not collectively acquire, and will not
  have acquired during the preceding twenty (20) calendar days, in combination
  with the proposed transfer, an amount of Common Stock equal to more than one-
  percent (1%) of the outstanding shares of Common Stock, and (iii) a transferee
  of an Acquiring Person, or any such Associate or Affiliate, who becomes a
  transferee prior to or concurrently with the Acquiring Person becoming such and
  receives such Rights pursuant to either (A) a transfer, whether or not for
  consideration, from the Acquiring Person to or on behalf of holders of equity
  interests in such Acquiring person or to any Person with whom the Acquiring
  Person has any continuing agreement, arrangement, or understanding regarding
  the transferred Rights or (B) a transfer which the Board of Directors otherwise
  conclude in good faith is part of a plan, arrangement, or understanding which
  has a primary purpose or effect of avoidance of Section 7(f) 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 and
  reasonably identifiable as such, 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 or an Affiliate or
  Associate of an Acquiring Person (as such terms are defined in the Rights
  Agreement).  Accordingly, this Rights Certificate and the Rights represented
  hereby may become void in the circumstances specified in Section 7(f) 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 Chief Executive Officer, its President, or any
  of its Executive Vice Presidents, either manually or by facsimile signature,
  shall have affixed thereto the Company's seal or a facsimile thereof, and shall
  be attested by the Secretary or an Assistant Secretary of the Company, either
  manually or by facsimile signature.  The Rights Certificates shall be manually
  countersigned by the Rights Agent and shall not be valid for any purpose unless
  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, the Rights Agent will keep or cause
  to be kept, at its principal office, 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
       Subject to the provisions of 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 earlier of the Redemption Date or the Final Expiration Date,
  any Rights Certificate or Rights Certificates (other than Rights Certificates
  representing Rights that have become void pursuant to Section 11(a)(ii) hereof
  or that have been exchanged pursuant to Section 24 hereof) may be transferred,
  split up, combined or exchanged for another Rights Certificate or Rights
  Certificates, entitling the registered holder to purchase a like number of one
  one-hundredth of a Preferred Stock shares as the Rights Certificate or Rights
  Certificates surrendered then entitled such holder to purchase.  Any registered
  holder desiring to transfer, split up, combine or exchange any Rights
  Certificate or Rights Certificates shall make such request in writing delivered
  to the Rights Agent, and shall surrender the Rights Certificate or Rights
  Certificates to be transferred, split up, combined or exchanged at the
  principal office of the Rights Agent.  Thereupon the Rights Agent shall
  countersign and deliver to the person entitled thereto a Rights Certificate or
  Rights Certificates, as the case may be, as so requested.  The Company may
  require payment of a sum sufficient to cover any tax or governmental charge
  that may be imposed in connection with any transfer, split up, combination or
  exchange of Rights Certificates.
       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 reasonably satisfactory to them, and, at the Company's request,
  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 make and deliver a new
  Rights Certificate of like tenor to the Rights Agent for delivery to the
  registered holder in lieu of the Rights Certificate so lost, stolen, destroyed
  or mutilated.
  
  SECTION 7.          EXERCISE OF RIGHTS; PURCHASE PRICE; 
                 EXPIRATION DATE OF RIGHTS
       (a)  The registered holder of any Rights Certificate may exercise the
  Rights evidenced thereby (except as otherwise provided herein) 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 on the reverse side thereof
  duly executed, to the Rights Agent at the principal office of the Rights Agent,
  together with payment of the Purchase Price for each one one-hundredth of a
  Preferred Stock share as to which the Rights are exercised, at or prior to the
  earliest of (i) the close of business on September 30, 2006 ("Final Expiration
  Date"), (ii) the time at which the Rights are redeemed as provided in Section
  23 hereof ("Redemption Date"), or (iii) the time at which such Rights are
  exchanged as provided in Section 24 hereof.
       (b)   The Purchase Price for each one one-hundredth of a Preferred Stock
  share pursuant to the exercise of a Right shall initially be $0.50, shall be
  subject to adjustment from time to time as provided in Sections 11 and 13
  hereof or by amendment consistent with Section 27 hereof, and shall be payable
  in lawful money of the United States of America or otherwise in accordance with
  paragraph (c) below.
       (c)  Upon receipt of a Rights Certificate representing exercisable Rights,
  with the form of election to purchase duly executed, accompanied by payment of
  the Purchase Price for the shares to be purchased and an amount equal to any
  applicable transfer tax required to be paid by the holder of such Rights
  Certificate in accordance with Section 9 hereof by cash, certified check,
  cashier's check or money order payable to the order of the Company, the Rights
  Agent shall thereupon promptly (i) (A) requisition from any transfer agent of
  the Preferred Stock certificates for the number of Preferred Stock to be
  purchased and the Company hereby irrevocably authorizes its transfer agent to
  comply with all such requests, or (B) requisition from the depositary agent
  depositary receipts representing such number of one one-hundredth of a
  Preferred Stock shares as are to be purchased (in which case certificates for
  the Preferred Stock represented by such receipts shall be deposited by the
  transfer agent with the depositary agent) and the Company hereby directs the
  depositary agent to comply with such request, (ii) when appropriate,
  requisition from the Company the amount of cash to be paid in lieu of issuance
  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)
  when appropriate, after receipt, deliver such cash 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 check,
  cashier's check, bank draft, or money order payable to the order of the
  Company, except that if so provided by the Board, the payment of the Purchase
  Price following the Flip-In Event and until the first occurrence of an event
  described in Section 13 may be made wholly or in part by delivery of a
  certificate or certificates, with appropriate stock powers executed in blank
  attached thereto, evidencing a number of shares of Common Stock of the Company
  equal to the then Purchase Price divided by the closing price, as determined
  pursuant to Section 11(d) hereof, per share of Common Stock on the Trading Day
  immediately preceding the date of such exercise.  In the event that the Company
  is obligated to issue other securities of the Company, pay cash, or distribute
  other property pursuant to Section 11(a)(ii) hereof, subject to Section 14
  hereof, the Company will make all arrangements necessary so that such other
  securities, cash, or property are available for distribution by the Rights
  Agent, if and when appropriate.  In addition, in the case of an exercise of the
  Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return
  such Rights Certificate, or otherwise indicating thereon that the rights
  represented by such Rights Certificate no longer include the rights provided by
  Section 11(a)(ii) of the Rights Agreement and if less than all the Rights
  represented by such Rights Certificate were so exercised, the Rights Agent
  shall indicate on the Rights Certificate the number of Rights represented
  thereby which continue to include the rights provided by Section 11(a)(ii).
       (d)  In case the registered holder of any Rights Certificate shall
  exercise, except pursuant to Section 11(a)(ii), 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 to the
  registered holder of such Rights Certificate or to his duly authorized assigns,
  subject to the provisions of Section 14 hereof.
       (e)  The Company covenants and agrees that it will cause to be reserved
  and kept available out of its authorized and unissued Preferred Stock or any
  Preferred Stock held in its treasury, the number of Preferred Stock shares that
  will be sufficient to permit the exercise in full of all outstanding Rights in
  accordance with this Section 7.
       (f)  Notwithstanding anything in this Agreement to the contrary, from and
  after the occurrence of a Flip-In Event, any Rights beneficially owned by (a)
  an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (b)
  except as provided below or in Section 4(b), a transferee of an Acquiring
  Person, or any such Associate or Affiliate, who becomes a transferee after the
  Acquiring Person becomes such, and (c) except as provided below, a transferee
  of an Acquiring Person, or any such Associate or Affiliate, who becomes a
  transferee prior to or concurrently with the Acquiring Person becoming such and
  receives such Rights pursuant to either (i) a transfer, whether or not for
  consideration, from the Acquiring Person to or on behalf of holders of equity
  interests in such Acquiring Person or to any Person with whom the Acquiring
  person has any continuing agreement, arrangement, or understanding regarding
  the transferred Rights or (ii) a transfer which the Board of Directors
  otherwise conclude in good faith is part of a plan, arrangement, or
  understanding which has as a primary purpose or effect of avoidance of this
  Section 7(f), shall become null and void without any further action, and any
  holder of such Rights shall thereupon have no rights to exercise such Rights
  under any provision of this Agreement.  A majority of the Board of Directors
  may in appropriate circumstances waive application of this Section 7(f) and the
  requirements of Section 4(b) to any transfer by an Acquiring Person in
  connection with a transfer or series of transfers which cause an Acquiring
  Person to become the Beneficial Owner of voting securities having less than
  twenty-percent (20%) of the Common Stock of the Company.  The Company shall use
  all reasonable efforts to insure that the provisions of this Section 7(f)
  hereof are complied with, but shall have no liability to any holder of Rights
  for the inability to make any determination with respect to an Acquiring Person
  or any of their respective Affiliates, Associates, or transferees thereunder.
       (g)  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 of any Rights Certificate upon the
  occurrence of any purported exercise as set forth in this Section 7 unless the
  certificate contained in the appropriate form of election to purchase set forth
  on the reverse side of the Rights Certificate surrendered for such exercise
  shall have been completed and signed by the registered holder thereof and the
  Company shall have been provided with such additional evidence of the identity
  of the Beneficial Owner, or former Beneficial Owner, of such Rights Certificate
  or Affiliates or Associates thereof as the Company 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 to
  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 Rights 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.          AVAILABILITY OF PREFERRED 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 Flip-In Event, Common Stock or other
  securities) or any authorized and issued shares of Preferred Stock (and
  following the occurrence of a Flip-In Event, Common Stock or other securities)
  held in its treasury, the number of shares of Preferred Stock (and following
  the occurrence of a Flip-In Event, Common Stock, or other securities) that,
  except as provided in Section 11(a)(iii) and subject to section 7(f) hereof,
  will be sufficient to permit the exercise in full of all outstanding Rights.
       (b)  So long as shares of Preferred Stock (and following at the occurrence
  of a Flip-In Event, Common Stock, or other securities) issuable 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, 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 Distribution Date, a registration statement under the
  Securities Act of 1933 (the "Act"), with respect to the Rights and 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 Act
  until the date of the expiration of the Rights.  The Company will also take
  such action as may be appropriate under the "blue sky" laws of the various
  states.
       (d)  The Company covenants and agrees that it will take all such action as
  may be necessary to ensure that all Preferred Stock delivered upon exercise of
  Rights shall, at the time of delivery of the certificates for such Preferred
  Stock, subject to payment of the Purchase Price, be duly and validly authorized
  and issued and fully paid and nonassessable shares.
       (e)  The Company further covenants and agrees that it will pay when due
  and payable any and all federal and state transfer taxes and charges which may
  be payable in respect to the issuance of delivery of the Rights Certificates or
  of any Preferred Stock upon the exercise of Rights.  The Company shall not,
  however, be required to pay any transfer tax which may be payable in respect to
  any transfer or delivery of Rights Certificates to a person other than, or the
  issuance or delivery of certificates or depositary receipts for the Preferred
  Stock in a name other than that of, the registered holder of the Rights
  Certificate evidencing Rights surrendered for exercise or to issue or to
  deliver any certificates or depositary receipts for Preferred Stock upon the
  exercise of any Right until any such tax shall have been paid (any such tax
  being payable by the holder of such Rights Certificate at the time of
  surrender) or until it has been established to the Company's reasonable
  satisfaction that no such tax is due.
  
  SECTION 10.    PREFERRED STOCK RECORD DATE
       Each person in whose name any certificate for Preferred Stock is issued
  upon the exercise of Rights shall for all purposes be deemed to have become the
  holder of record of the Preferred Stock 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 any applicable transfer taxes was made; provided, however, that if the date
  of such surrender and payment is a date upon which the Preferred Stock transfer
  books of the Company are closed, such person shall be deemed to have become the
  record holder of such shares on, and such certificates shall be dated, the next
  succeeding Business Day on which the Preferred Stock 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 holder
  of Preferred Stock 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 OF 
                 SHARES OR NUMBER OF RIGHTS
       The Purchase Price, the number of Preferred Stock 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
  Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the
  outstanding Preferred Stock into a smaller number of Preferred Stock 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, and
  except as otherwise provided in this Section 11(a) and in Section 7(f) 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 capital stock issuable on such date, shall
  be proportionately adjusted so that the holder of any Right exercised after
  such time shall be entitled to receive the aggregate number and kind of shares
  of capital stock 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, the holder would have owned upon such exercise and been entitled to
  receive by virtue of such dividend, subdivision, combination or
  reclassification; provided, however, that in no event shall the consideration
  to be paid upon the exercise of one Right be less than the aggregate par value
  of the shares of capital stock of the Company issuable upon exercise of one
  Right.  If an event occurs which would require an adjustment under both Section
  11(a)(i) and Section 11(a)(ii), 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).
             (ii)  Subject to Section 24 of this Agreement, at the close of
  business on the tenth (10th) day after the Stock Acquisition Date, or such
  later date as may be provided by the Board of Directors under the terms of
  Section 23(a), ("Flip-In Event"), proper provision shall be made so that each
  holder of a Right, except as provided in Section 7(f) hereof, 
  shall thereafter have a right to receive, upon exercise thereof at the then
  current Purchase Price in accordance with the terms of this Agreement, in lieu
  of shares of Preferred Stock, such number of shares of Common Stock of the
  Company, such number of shares being referred to herein as the "Adjustment
  Stock", as shall equal the result obtained by (x) multiplying the then current
  Purchase Price by the then number of one one-hundredth of a share of Preferred
  Stock for which a Right is then exercisable and dividing that product by (y)
  50% of the current per share market price, determined pursuant to Section 11(d)
  hereof, of Common Stock on the date on which the first of the events listed
  above in this subparagraph (ii) occurs.  In the event that any Person shall
  become an Acquiring Person and the Rights shall then be outstanding, the
  Company shall not take any action which would eliminate or diminish the
  benefits intended to be afforded by the Rights.
            (iii)  The right to buy Common Stock of the Company pursuant to
  subparagraph (ii) of this paragraph (a) shall not arise as a result of any
  Person becoming an Acquiring Person through a purchase of Common Stock pursuant
  to a tender offer made in the manner prescribed by Section 14(d) of the
  Exchange Act and the rules and regulations promulgated thereunder; provided,
  however, that such tender offer shall provide for the acquisition of all of the
  outstanding Common Stock held by any Person other than such Person and its
  Affiliates or Associates 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 or
  financial advisers, to be (A) fair to stockholders from a financial
  perspective, 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, or (B) otherwise in the best interests of the Company
  and its stockholders, employees, customers and communities in which the Company
  does business.
            (iv)  In the event that there shall not be sufficient Common Stock
  authorized but unissued to permit the exercise in full of the Rights in
  accordance with the foregoing subparagraph (ii), the Company shall; (A)
  determine the excess of (1) the value of the Adjustment Stock issuable upon the
  exercise of a Right ("Current Value"), over (2) the Purchase Price, such excess
  being hereinafter referred to as the "Spread", and (B) with respect to each
  Right, make adequate provision to substitute for such unavailable Adjustment
  Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction
  in the Purchase Price, (3) other equity securities of the Company, including
  without limitation, Preferred Stock, (4) debt securities of the Company, (5)
  other assets, or (6) any combination of the foregoing, having, together with
  the Adjustment Stock issued upon exercise of such Right, an aggregate value
  equal to the Current Value, 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, if, within 30 days following the date of the Flip-
  In Event, the Company shall have not made adequate provision to deliver value
  pursuant to clause (B) above, then the Company shall be obligated to deliver,
  upon the surrender for exercise of a Right and without requiring payment of the
  Purchase Price, Common Stock, to the extent such shares are available, and
  then, if necessary, cash, which shares 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 Common Stock could be
  authorized for issuance upon exercise in full of the Rights, the 30-day period
  set forth above may be extended to the extent necessary, but not more than 120
  days following the date of the occurrence of the Flip-In Event, in order that
  the Company may seek shareholder approval for the authorization of such
  additional shares; such period, as it may be extended, hereinafter referred to
  as the "Substitution Period."  To the extent that the Company determines that
  action need be taken pursuant to the first or second sentences of this Section
  11(a)(iv), the Company (A) shall provide, subject to Section 11(a)(ii) hereof,
  that such action shall apply uniformly to all outstanding Rights, and (B) may
  suspend that exercisability of the Rights until the expiration of the
  Substitution Period in order to seek any authorization of additional shares 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.  For
  purposes of this Section 11(a)(iv), the value of the Common Stock shall be the
  current per share market price, as determined pursuant to Section 11(d) hereof,
  per Common Stock shares on the date of the occurrence of the earliest of the
  Flip-In Event.
       (b)  In case the Company shall fix a record date for the issuance of
  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 Preferred Stock ("equivalent
  preferred shares") or securities convertible into Preferred Stock or equivalent
  preferred shares at a price per Preferred Stock shares or equivalent preferred
  shares (or having a conversion price per share, if a security convertible into
  Preferred Stock or equivalent preferred shares) less than the then current per
  share market price of the Preferred Stock, as defined in Section 11(d), 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
  Preferred Stock outstanding on such record date plus the number of Preferred
  Stock which the aggregate offering price of the total number of Preferred Stock
  or equivalent preferred shares so to be offered  (or the aggregate initial
  conversion price of the convertible securities so to be offered) would purchase
  at such current per share market price and the denominator of which shall be
  the number of Preferred Stock outstanding on such record date plus the number
  of additional Preferred Stock or equivalent preferred shares to be offered for
  subscription or purchase (or into which the convertible securities so to be
  offered are initially convertible); provided, however, that in no event shall
  the consideration to be paid upon the exercise of one Right be less than the
  aggregate par value of the shares of capital stock of the Company issuable upon
  exercise of one Right.  In case such subscription price may be paid in a
  consideration part or all of which shall 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.  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
  record date is fixed; and in the event that such rights, options of 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 the making of a
  distribution to all holders of the Preferred Stock (including any such
  distribution made in connection with a consolidation or merger in which the
  Company is the continuing or surviving corporation) of evidence of indebtedness
  or assets (other than a regular quarterly cash dividend or a dividend payable
  in 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 then current per share market price of the 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) of the portion of the assets or
  evidences of indebtedness so to be distributed or of such subscription rights
  or warrants applicable to one Preferred Stock share and the denominator of
  which shall be such current per share market price of the Preferred Stock;
  provided, however, that in no event shall the consideration to be paid upon the
  exercise of one Right be less than the aggregate par value of the shares of
  capital stock of the Company to be issued upon exercise of one Right.  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 again be adjusted to be the Purchase Price which would then be in effect
  if such record date had not been fixed.
       (d)  (i)  For the purpose of any computation hereunder, the "current per
  share market price" of any security (a "Security" for the purpose of this
  Section 11(d)(i)) on any date shall be deemed to be the average of the daily
  closing prices per share of such Security for the twenty (20) consecutive
  Trading Days (as such term is hereinafter defined) immediately prior to such
  date; provided, however, that in the event that the current per share market
  price of the Security is determined during a period following the announcement
  by the issuer of such Security of (A) a dividend or distribution on such
  Security payable in shares of such Security or securities convertible into such
  shares, or (B) any subdivision, combination or reclassification of such
  Security and prior to the expiration of twenty (20) Trading Days after the ex-
  dividend date for such dividend or distribution, or the record date for such
  subdivision, combination or reclassification, then, and in each such case, the
  current per share market price shall be appropriately adjusted to reflect the
  current market price per share equivalent of such Security.  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 Security is 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 Security is
  listed or admitted to trading or, if the Security is not listed or admitted to
  trading on any national securities exchange, the last reported trade in the
  over-the-counter market, as reported by the NASDAQ National Market ("NASDAQ")
  or such other system then in use, or, if on any such date the Security is not
  quoted by any such organization, the average of the closing bids and asked
  prices as furnished by a professional market maker making a market in the
  security selected by the Board of Directors of the Company.  The term "Trading
  Day" shall mean a day on which the principal national securities exchange on
  which the Security is listed or admitted to trading is open for the transaction
  of business or, if the Security is not listed or admitted to trading on any
  national securities exchange, a Business Day.
            (ii)  For the purpose of any computation hereunder, the "current per
  share market price" of the Preferred Stock shall be determined in accordance
  with the method set forth in Section 11(d)(i).  If the Preferred Stock are not
  publicly traded, the "current per share market price" of the Preferred Stock
  shall be conclusively deemed to be the current per share market price of the
  Common Stock as determined pursuant to Section 11(d)(i), appropriately adjusted
  to reflect any stock split, stock dividend or similar transaction occurring
  after the date hereof, multiplied by one hundred.  If neither the Common Stock
  nor the preferred Stock are publicly held or so listed or traded, "current per
  share market price" 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.
       (e)  No adjustment in the Purchase Price shall be required unless such
  adjustment would require an increase or decrease of at least 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 one one-millionth of a
  Preferred Stock share or one ten-thousandth of any other share or security, 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 years from the date of the transaction which requires such
  adjustment or (ii) the date of the expiration of the right to exercise any
  Rights.
       (f)  If as a result of an adjustment made pursuant to Section 11(a) or
  Section 13 hereof, the holder of any Right thereafter exercised shall become
  entitled to receive any shares of capital stock of the Company other than
  Preferred Stock, thereafter the number of such other shares so receivable upon
  exercise of any Right 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 Section 11(a), (b), (c), (e), (g),
  (h), (i), (j), (k), and (m), inclusive, and the provisions of Section 7, 9, 10,
  13, and 14, 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-hundredth of a
  Preferred Stock shares 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-hundredth of a
  Preferred Stock shares, calculated to the nearest one one-millionth of a
  Preferred Stock share, obtained by (i) multiplying (x) the number of one one-
  hundredth 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 substitution for any
  adjustment in the number of one one-hundredth of a Preferred Stock shares
  purchasable upon the exercise of a Right.  Each of the Rights outstanding after
  such adjustment of the number of Rights shall be exercisable for the number of
  one one-hundredth of a Preferred Stock shares 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.  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 to be so distributed shall be issued, executed and countersigned
  in the manner provided for herein 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-hundredth of a Preferred Stock shares issuable upon the
  exercise of the Rights, the Rights Certificates theretofore and thereafter
  issued may continue to express the Purchase Price and the number of one one-
  hundredth of a Preferred Stock shares 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 one one-hundredth of the then par value, if any, of the
  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 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 specific
  event, the Company may elect to defer until the occurrence of such event the
  issuing to the holder of any Right exercised after such record date of the
  Preferred Stock and other capital stock or securities of the Company, if any,
  issuable upon such exercise over and above the 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 holder's right to receive such
  additional shares 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 it in its sole discretion shall determine to be advisable in
  order that any consolidation or subdivision of the Preferred Stock, issuance
  wholly for cash of any Preferred Stock at less than the current market price,
  issuance wholly for cash of Preferred Stock or securities which by their terms
  are convertible into or exchangeable for Preferred Stock, dividends on
  Preferred Stock payable in 
  Preferred Stock or issuance of rights, options or warrants referred to
  hereinabove in Section 11(b), 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, or merge with and into, any other
  Person, other than a Subsidiary of the Company in a transaction that complies
  with Section 11(o), (ii) permit or cause any Person to consolidate with the
  Company, or merge with and into the Company, other than a Subsidiary of the
  Company in a transaction that complies with Section 11(o), or (iii) sell or
  otherwise transfer, or permit any Subsidiary to sell or transfer, in one of
  more transactions, assets or earning power aggregating fifty-percent (50%) or
  more 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 or any of
  its Subsidiaries in one or more transactions each of which complies with
  Section 11(o), if 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 that would substantially
  diminish or otherwise eliminate the benefits intended to be afforded by the
  Rights.
       (o)  The Company covenants and agrees that, after the Distribution Date,
  it will not, except as permitted by Section 23, Section 24 or Section 27
  hereof, take, or permit any Subsidiary of the Company 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)  In the event that at any time after the date of this Agreement and
  prior to the Distribution Date, the Company shall (i) declare or pay any
  dividend on the Common Stock payable in Common Stock or (ii) effect a
  subdivision, combination or consolidation of the Common Stock, by
  reclassification or otherwise than by payment of dividends in Common Stock,
  into a greater or lesser number of Common Stock, then in any such case (A) the
  number of one one-hundredth of a Preferred Stock shares purchasable after such
  event upon proper exercise of each Right shall be determined by multiplying the
  number of one one-hundredth of a Preferred Stock shares so purchasable
  immediately prior to such event by a fraction, the numerator of which is the
  number of Common Stock outstanding immediately before such event and the
  denominator of which is the number of Common Stock outstanding immediately
  after such event, and (B) each Common Stock shares outstanding immediately
  after such event shall have been issued with respect to it that number of
  Rights which each Common Stock shares outstanding immediately prior to such
  event had issued with respect to it.  The adjustments provided for in this
  Section 11(p) shall be made successively whenever such a dividend is declared
  or paid or such a subdivision, combination or consolidation is effected.
       (q)  The exercise of Rights under Section 11(a)(ii) shall only result in
  the loss of rights under Section 11(a)(ii) to the extent so exercised and shall
  not otherwise affect the rights represented by the Rights under this Rights
  Agreement, including the rights represented by Section 13.
  
  SECTION 12.    CERTIFICATE OF ADJUSTED PURCHASE PRICE OR 
                 NUMBER OF SHARES
       Whenever an adjustment is made as provided in Section 11 and 13 hereof,
  the Company shall promptly (a) prepare a certificate setting forth such
  adjustment, and a brief statement of the facts accounting for such adjustment,
  (b) file with the Rights Agent and with each transfer agent for the Common
  Stock or the Preferred Stock a copy of such certificate and (c) mail a brief
  summary to each holder of a Rights Certificate in accordance with Section 25
  hereof.
  
  SECTION 13.    CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
                 ASSETS OR EARNING POWER
       (a)  If, following the Distribution Date, directly or indirectly, (i) the
  Company shall consolidate with, or merge with and into, any other Person and
  the Company shall not be the continuing or surviving corporation of such
  consolidation or merger, (ii) any Person shall consolidate with the Company, or
  merge with and into the Company and the Company shall be the continuing or
  surviving corporation of such merger and, in connection with such merger, all
  or part of the Common Stock shall be changed into or exchanged for stock or
  other securities of any other Person (or the Company) or cash or any other
  property, (iii) any Person shall acquire all or a majority of the Common Stock
  pursuant to a statutory plan of exchange, or (iv) the Company shall sell or
  otherwise transfer, or one or more of its Subsidiaries shall sell or otherwise
  transfer, in one or more transactions, assets or earning power aggregating
  fifty-percent (50%) or more of the assets or earning power of the Company and
  its Subsidiaries, taken as a whole, to any other Person other than the Company
  or one or more of its wholly-owned Subsidiaries, then, and in each such case,
  proper provision shall be made so that (A) each holder of a Right, except as
  otherwise provided herein, shall thereafter have the right to receive, upon the
  exercise thereof at a price equal to the then current Purchase Price multiplied
  by the number of one one-hundredth of a Preferred Stock shares for which a
  Right is then exercisable, in accordance with the terms of this Agreement and
  in lieu of Preferred Stock, such number of Common Stock of the Principal Party,
  as hereinafter defined, not subject to any liens, encumbrances, rights of first
  refusal or other adverse claims, as shall equal the result obtained by (1)
  multiplying the then current Purchase Price by the number of one one-hundredth
  of a Preferred Stock shares for which a Right is then exercisable and dividing
  that product by (2) fifty-percent (50%) of the then current per share market
  price of the Common Stock, determined pursuant to Section 11(d) hereof, of such
  Principal Party on the date of consummation of such consolidation, merger, sale
  or transfer; (B) such Principal Party shall thereafter be liable for, and shall
  assume, by virtue of such consolidation, merger, sale or transfer, all the
  obligations and duties of the Company pursuant to this Agreement; (C) the term
  "Company" shall thereafter be deemed to refer to such Principal Party, it being
  specifically intended that the provision of Section 11 shall apply only to such
  Principal Party after the first occurrence of an event described in this
  Section 13(a); (D) such Principal Party shall take such steps, including, but
  not limited to, the reservation of a sufficient number of its Common Stock in
  accordance with Section 9 hereof, in connection with such consummation as may
  be necessary to assure that the provisions hereof shall thereafter be
  applicable, as nearly as reasonably may be, in relation to the Common Stock
  thereafter deliverable upon the exercise of the Rights; and (E) the provisions
  of Section 11(a)(ii) shall be of no further effect following the first
  occurrence of any event described in this Section 13(a).
       (b)  "Principal Party" shall mean:
            (i) in the case of any transaction described in clause (i), (ii) or
  (iii) of Section 13(a), (A) the Person that is the issuer of any securities
  into which Common Stock of the Company are converted in such merger,
  consolidation or for which they are exchanged in such statutory plan of
  exchange, or, if there is more then one such issuer, the issuer of Common Stock
  that has the highest aggregate current per share market price, determined in
  accordance with Section 11(d), and (B) if no securities are so issued, the
  Person that is the other party to such merger, consolidation or statutory plan
  of exchange; or, if there is more than one such Person, the Person, the Common
  Stock of which has the highest aggregate current per share market price,
  determined in accordance with Section 11(d); and 
  
            (ii) in the case of any transaction described in clause (iv) of
  Section 13(a), the Person that is the party receiving the largest portion of
  the assets or earning power transferred pursuant to such transaction or
  transactions, or, if each Person that is a party to such transaction or
  transactions receives the same portion of the assets or earning power
  transferred pursuant to such transaction or transactions or if the Person
  receiving the largest portion of the assets or earning power cannot be
  determined, whichever Person the Common Stock of which has the highest
  aggregate current per share market price, determined in accordance with Section
  11(d); provided, however, that in any such case, (A) if the Common Stock of
  such Person are not at such time and have not been continuously over the
  preceding twelve-month period registered under Section 12 of the Exchange Act
  ("Registered Common Stock"), or such Person is not a corporation, and such
  Person is a direct or indirect Subsidiary of another Person that has Registered
  Common Stock outstanding, "Principal Party" shall refer to such other Person;
  (B) if the Common Stock of such Person are not Registered Common Stock or such
  Person is not a corporation, and such Person is a direct or indirect Subsidiary
  of another Person but is not a direct or indirect Subsidiary of another Person
  which has Registered Common Stock outstanding, "Principal Party" shall refer to
  the ultimate parent entity of such first-mentioned Person; (C) if the Common
  Stock of such Person are not Registered Common Stock or such Person is not a
  corporation, and such Person is directly or indirectly controlled by more than
  one Person, and one or more of such other Persons has Registered Common Stock
  outstanding, "Principal Party" shall refer to whichever of such other Persons
  is the issuer of the registered Common Stock having the highest aggregate
  current per share market price, determined in accordance with Section 11(d);
  and (D) if the Common Stock of such Person are not Registered Common Stock or
  such Person is not a corporation, and such Person is directly or indirectly
  controlled by more than one Person, and none of such other Persons have
  Registered Common Stock outstanding, "Principal Party" shall refer to whichever
  ultimate parent entity is the corporation having the greatest shareholders'
  equity or, if no such ultimate parent entity is a corporation, shall refer to
  whichever ultimate parent entity is the entity having the greatest net assets.
       (c)  The Company shall not consummate any such consolidation, merger,
  statutory plan of exchange, sale or transfer unless prior thereto the Company
  and the Principal Party shall have executed and delivered to the Rights Agent a
  supplement agreement confirming that (i) such Principal Party shall, upon
  consummation of such consolidation, merger, statutory plan of exchange or sale
  or transfer of assets or earning power, assume this Agreement in accordance
  with Section 13, (ii) all rights of first refusal or preemptive rights in
  respect of the issuance of Common Stock of such Principal Party upon exercise
  of outstanding Rights have been waived, (iii) any provision of the authorized
  securities of such Principal Party or of its charter, bylaws or other
  instruments governing its corporate affairs which would obligate such Principal
  Party to issue in connection with, or as a consequence of, the consummation of
  a transaction referred to in Section 13(a), Common Stock of such Principal
  Party at less than the then current per share market price, determined in
  accordance with Section 11(d)(i), or securities exercisable for, or convertible
  into, such Common Stock at less than such then current per share market price
  (other than to the holders of Rights pursuant to this Section 13) have been
  waived or canceled, and (iv) such transaction shall not result in a default by
  such Principal Party under this Agreement and further providing that, as soon
  as practicable after the date of any consolidation, merger, statutory plan of
  exchange or sale or transfer of assets or earning power referred to in Section
  13(a), such Principal Party will:
                 (A) prepare and file a registration statement under the
  Securities Act of 1933, as amended, with respect to the Rights and the
  securities purchasable upon exercise of the Rights on an appropriate form, use
  its best efforts to cause such registration statement to become effective as
  soon as practicable after such filing and use its best efforts to cause such
  registration statement to remain effective, with a prospectus at all times
  meeting the requirements of the Securities Act of 1933, as amended, until the
  Final Expiration Date of the Rights, and similarly comply with applicable state
  securities laws; 
                 (B) use its best efforts to qualify or register the Rights and
  the securities purchasable upon exercise of the Rights under the Blue Sky laws
  of such jurisdictions as may be necessary or appropriate;
                 (C) use its best efforts to list, or continue the listing of,
  the Rights and the securities purchasable upon exercise of the Rights or to
  meet the eligibility requirements for quotation of the Rights and such
  securities on NASDAQ or other system then in use; and
                 (D) deliver to holders of the Rights historical financial
  statements for such Principal Party which comply in all respects with the
  requirements for registration on Form 10, or any successor for, under the
  Exchange Act.
       In the event that at any time after the occurrence of an event described
  in Section 11(a)(ii) hereof some or all of the Rights shall not have then been
  exercised at the time of the occurrence of an event described in Section 13(a)
  hereof, the Rights which have not theretofore been exercised shall thereafter
  be exercisable in the manner described in Section 13(a), without taking into
  account any prior adjustment required by Section 11(a)(ii).
       (d)  The provisions of this Section 13 shall similarly apply to successive
  mergers or consolidations or sales or other transfers.
       (e)  Notwithstanding anything in this Agreement to the contrary, this
  Section 13 shall not be applicable to a transaction described in Section
  13(a)(i), (ii) or (iii) if:
            (i) such transaction is consummated with a Person or Persons who
  acquired Common Stock pursuant to a tender offer described in Section
  11(a)(iii), or with a wholly-owned Subsidiary of any such Person or Persons,
            (ii)  the price per Common Stock shares offered in such transaction
  is not less than the price per Common Stock shares paid to all holders of
  Common Stock whose shares were purchased pursuant to such tender or exchange
  offer, and
            (iii)  the form of consideration being offered to the remaining
  holders of Common Stock pursuant to such transaction is the same as the form of
  consideration paid pursuant to such tender offer.  Upon consummation of any
  such transaction contemplated by this Section 13(e), all Rights shall expire.
       The Company shall not enter into any transaction of the kind referred to
  in this Section 13 if at the time of such transaction there are any rights,
  warrants, instruments, or securities outstanding, or any agreements or
  arrangements which, as a result of the consummation of such transaction, would
  eliminate or substantially diminish the benefits intended to be afforded by the
  Rights.  The provisions of this Section 13 shall similarly apply to successive
  mergers or consolidations or sales or other transfers.  The rights under this
  Section 13 shall be in addition to the rights to exercise Rights and
  adjustments under Section 11(a)(ii) and shall survive any exercise thereof.
  
  SECTION 14.    FRACTIONAL RIGHTS AND FRACTIONAL SHARES
       (a)  The Company shall not be required to issue fractions of Rights 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 the purpose 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 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 reported trade 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 organization, 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 Preferred
  Stock, other than fractions which are integral multiples of one one-hundredth
  of a Preferred Stock share, upon exercise of the Rights or to distribute
  certificates which evidence fractional Preferred Stock, other than fractions
  which are integral multiples of one one-hundredth of a Preferred Stock share. 
  Fractions of Preferred Stock in integral multiples of one one-hundredth of a
  Preferred Stock share may, at the election of the Company, be evidenced by
  depositary receipts, pursuant to an appropriate agreement between the Company
  and a depositary selected by it; provided, however, that such agreement shall
  provide that the holders of such depositary receipts shall have all the rights,
  privileges and preferences to which they are entitled as beneficial owners of
  the Preferred Stock represented by such depositary receipts.  In lieu of
  fractional Preferred Stock that are not integral multiples of one one-hundredth
  of a Preferred Stock share, the Company shall 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
  Preferred Stock share.  For the purposes of this Section 14(b), the current
  market value of a Preferred Stock share shall be the closing price of a
  Preferred stock share, as determined pursuant to the second sentence of Section
  11(d)(i) hereof, for the Trading Day immediately prior to the date of such
  exercise.
       (c)  The holder of a Right by the acceptance of the Right expressly waives
  the right to receive any fractional Rights or any fractional shares upon
  exercise of a Right, except as provided above.
  
  SECTION 15.    RIGHTS OF ACTION
       All rights of action in respect to this Agreement, excepting the rights of
  action given to the Rights Agent under Section 18 hereof, 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 the
  holder of any other Rights Certificate (or, prior to the Distribution Date, of
  the Common Stock), may, in the holder's own behalf and for the holder's own
  benefit, enforce, and may institute and maintain any lawsuit, legal action or
  proceeding against the Company to enforce, or otherwise act in respect of, the
  holder's 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 will be entitled to
  specific performance of the obligation under, and injunctive relief against
  actual or threatened violations of the obligations of any Person subject to
  this Agreement.  Holders of Rights shall be entitled to recover the reasonable
  costs and expenses, including attorney's fees, incurred by them in any action
  to enforce the provisions of this Agreement.
  
  SECTION 16.    AGREEMENT OF RIGHT HOLDERS
       Every holder of a Right, by accepting the same, consents and agrees with
  the Company 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 the Common Stock;
       (b) after the Distribution Date, the Rights Certificates are transferable
  only on the registry books of the Rights Agent if surrendered at the principal
  office of the Rights Agent, duly endorsed or accompanied by a proper instrument
  of transfer; and
       (c) the Company may deem and treat the person in whose name the 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 Certificate 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 affected by any notice to the
  contrary.
  
  SECTION 17.    RIGHTS CERTIFICATE HOLDER NOT DEEMED A 
                 STOCKHOLDER
       No holder of any Rights Certificate, by reason of being a holder of such
  Rights Certificate, shall be entitled to vote, receive dividends or be deemed
  for any purpose the holder of the 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,
  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 other
  disbursements incurred in the administration 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, or expense, incurred without negligence, bad faith or willful
  misconduct on the part of the Rights Agent, for anything done or omitted by the
  Rights Agent in connection with the acceptance and administration of this
  Agreement, including the costs and expenses of defending against any claim of
  liability arising therefrom, directly or indirectly.
       (b)  The Rights Agent shall be 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 the Preferred Stock or 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 corporation into which the Rights Agent or any successor Rights
  Agent may be merged or with which it may be consolidated, or any corporation
  resulting from any merger or consolidation to which the Rights Agent or any
  successor Rights Agent shall be a party, or any corporation succeeding to the
  stock transfer or corporate trust 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 that such corporation 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 the 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
  Rights Agent 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 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 the duties and obligations 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 opinion of such counsel shall be full and
  complete authorization and protection to the Rights Agent as to any action
  taken or omitted by it in good faith and in accordance with such 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 be
  proved or established by the Company prior to taking or suffering any action
  hereunder, such fact or matter, including, without limitation, the identity of
  any Acquiring Person and the determination of "current per share market price,"
  unless other evidence in respect thereof be herein specifically prescribed, may
  be deemed to be conclusively proved and established by a certificate signed by
  any one of the Chairman of the Board, the Chief Executive Officer, the
  President, any Executive Vice President, or the Secretary of the Company and
  delivered to the Rights Agent; and such certificate shall be full authorization
  to the Rights Agent for any action taken or suffered in good faith by it under
  the provisions of this Agreement in reliance upon such certificate.
       (c)  The Rights Agent shall be liable hereunder to the Company and any
  other Person only for its own negligence, bad faith or willful misconduct. 
  Anything in this Agreement to the contrary notwithstanding, in no event shall
  the Rights Agent be liable for special, indirect or consequential 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 of
  damage and regardless of the form of action.
       (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
  Certificate, except its countersignature thereof, or be required to verify the
  same, 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 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  be 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 responsible for any change in the exercisability of the Rights, including
  the Rights becoming void pursuant to Section 11(a)(ii) hereof, or any
  adjustment in the terms of the Rights, including the manner, method or amount
  thereof, provided for in Section 3, 11, 13, 23, or 24, or the ascertaining of
  the existence of facts that would require any such change or adjustment, except
  with respect to the exercise of Rights evidenced by Rights Certificates after
  actual notice that such change or adjustment is required; nor shall it by any
  act hereunder be deemed to make any representation of warranty as to the
  authorization or reservation of any Preferred Stock to be issued pursuant to
  this Agreement or any Rights Certificate or as to whether any Preferred Stock
  will, when 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 any
  one of the Chairman of the Board, the Chief Executive Officer, the President,
  any Executive Vice President, or the Secretary of the Company, 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 or suffered 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, 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 legal entity.
       (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 of 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 of for any loss to the Company resulting from any such act,
  default, neglect or misconduct, provided reasonable care was exercised 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.
  
  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
  or 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 or 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 the holder of a Rights Certificate for inspection (who
  shall, with such notice, submit his Rights Certificate for inspection by the
  Company) then the registered holder of any 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 a corporation organized and doing business under the laws of the
  United States or any state of the United States so long as such corporation is
  authorized under such laws to exercise corporate trust or stock transfer
  powers, is in good standing, and is subject to supervision or examination by
  federal or state authority, and has at the time of its appointment as Rights
  Agent a combined capital and surplus of at least $1 million.  After
  appointment, the successor Rights Agent shall be vested with the same powers,
  rights, duties and responsibilities as if it has 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 with the
  predecessor Rights Agent and each transfer agent of the Common Stock or
  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 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
  of 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 earlier of the Redemption Date
  and the Final Expiration Date, the Company (i) 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, or upon the exercise, conversion or
  exchange of securities, notes or debentures issued by the Company, and (ii)
  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 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 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
       (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 tenth (10th) day
  following the Stock Acquisition Date, which ten-day period may be extended by
  the Board of Directors for successive periods of ten days, not to exceed an
  aggregate of thirty (30) days following the Stock Acquisition Date, or (ii) the
  Final Expiration Date, redeem all but not less than all the then outstanding
  Rights at a redemption price of $0.001 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;" provided, however, that if,
  following the occurrence of a Stock Acquisition Date and following the
  expiration of the right of redemption hereunder but prior to any Triggering
  Event, (i) a Person who is an Acquiring Person shall have transferred or
  otherwise disposed of a number of shares of Common Stock in one transaction or
  series of transactions, not direct or indirectly involving the Company or any
  of its Subsidiaries, which did not result in the occurrence of a Triggering
  Event such that such Person is thereafter a Beneficial Owner of 10% or less of
  the outstanding shares of Common Stock, and (ii) there are no other Persons,
  immediately following the occurrence of the event described in clause (i), who
  are Acquiring Persons, then the right of redemption shall be reinstated and
  thereafter be subject to the provisions of this Section 23.  Notwithstanding
  anything contained in this Agreement or the contrary, the Rights shall not be
  exercisable after the first occurrence of a Section 11(a)(ii) Event until such
  time as the Company's right of redemption hereunder has expired.  The Company,
  may, at its option, pay the Redemption Price in cash, shares of Common Stock
  (based on the "current market price," as defined in Section 11(d)(i) hereof, 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 pursuant to paragraph (a) of this Section
  23, 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.  The Company shall promptly
  give public notice of any such redemption; provided, however, that the failure
  to give, or any defect in, any such notice shall not affect the validity of
  such redemption.  Within ten (10) days after such action of the Board of
  Directors ordering the redemption of the Rights, the Company shall mail a
  notice of redemption to all the holders of the then outstanding Rights at their
  last address as they appear 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, exchange all or part of the then
  outstanding and exercisable Rights, which shall not include Rights that have
  become void pursuant to the provisions of Section 11(a)(ii) hereof, for Common
  Stock at an exchange ratio of one Common Stock share per Right, appropriately
  adjusted to reflect any stock split, stock dividend or similar transaction
  occurring after the date hereof, such exchange ratio being hereinafter referred
  to as the "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 of any such Subsidiary, or of 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 50%
  or more of the 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 Common Stock equal to the number of
  such Rights held by such holder multiplied by the 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 all of the holders of such Rights at their last address 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 the 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 void pursuant to the provisions
  of Section 11(a)(ii) hereof, held by each holder of Rights.
       (c)  In any exchange pursuant to this Section 24, the Company, at its
  option, may substitute Preferred Stock, or equivalent preferred shares, as such
  term is defined in Section 11(b) hereof, for Common Stock exchangeable for
  Rights, at the initial rate of one one-hundredth of a Preferred Stock share, or
  equivalent preferred share, for each Common Stock share, as 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 share
  delivered in lieu of each Common Stock share shall have the same voting rights
  as one Common Stock share.
       (d)  In the event that there shall not be sufficient Common Stock or
  Preferred Stock issued but outstanding or authorized but unissued to permit any
  exchange of Rights as contemplated in accordance with this Section 24, the
  Company shall use its best efforts to cause all such action to be taken as may
  be necessary to authorize additional Common Stock or Preferred Stock for
  issuance upon exchange of the Rights.
       (e)  The Company shall not be required to issue fractions of Common Stock
  or to distribute certificates which evidence fractional Common Stock.  In lieu
  of such fractional Common Stock, the Company shall pay to the registered
  holders of the Rights Certificates with regard to which such fractional Common
  Stock would otherwise be issuable an amount in cash equal to the same fraction
  of the current market value of a whole Common Stock share.  For the purposes of
  this paragraph (e), the current market value of a whole Common Stock share
  shall be the closing price of a Common Stock share, 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 (i) to pay any dividend payable in
  stock of any class to the holders of its Preferred Stock or to make any other
  distribution to the holders of its Preferred Stock, other than a regular
  quarterly cash dividend, (ii) to offer to the holders of its Preferred Stock
  rights or warrants to subscribe for or to purchase any additional Preferred
  Stock or shares of stock of any class or any other securities, rights or
  options, (iii) to effect any reclassification of its Preferred Stock, other
  than a reclassification involving only the subdivision of outstanding Preferred
  Stock, (iv) to effect any consolidation or merger into or with, 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 or more transactions, of fifty-
  percent (50%) or more of the assets or earning power of the Company and its
  Subsidiaries, taken as a whole, to any other Person, (v) to effect the
  liquidation, dissolution or winding up of the Company, or (vi) to declare or
  pay any dividend on the Common Stock payable in Common Stock or to effect a
  subdivision, combination or consolidation of the Common Stock, by
  reclassification or otherwise than by payment of dividends in Common Stock,
  then, in each such case, the Company shall give to each holder of a Rights
  Certificate, 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, or 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 Common Stock or 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) and (ii) above at least ten (10) days prior to the record
  date for determining holders of the Preferred Stock for purposes of such
  action, and in the case of any such other action, at least ten (10) days prior
  to the date of the taking of such proposed action or the date of participation
  therein by the holders of the Common Stock or Preferred Stock, whichever shall
  be the earlier.
       (b)  In case any of the events set forth in Section 11(a)(ii) hereof shall
  occur, then the Company shall as soon as practicable thereafter give to each
  holder of a Rights Certificate, in accordance with Section 26 hereof, a notice
  of the occurrence of such event, which notice shall describe such event and the
  consequences of such event to holders of Rights under Section 11(a)(ii) hereof.
  
  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:
  
  
                           Electronic Clearing House, Inc.
                                 28001 Dorothy Drive
                                   Post Office Box
                           Agoura Hills, California 91301
                                   Attn: President
       Subject to the provisions of Section 21 hereof, 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:
                             Oxford Transfer & Registrar
                             317 S.W. Alder, Suite 1120
                               Portland, Oregon 97204    
                                   Attn: President
       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 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
       The Board of Directors and the Rights Agent may from time to time, if the
  Board so directs, supplement or amend this Agreement without the approval of
  any holders of Rights Certificates in order to cure any ambiguity, to correct
  or supplement any provisions contained herein which may be defective or
  inconsistent with any other provisions herein, or to make any other provisions
  with respect to the Rights which the Company may deem necessary or desirable,
  any such supplement or amendment to be evidenced by a writing signed by the
  Company and the Rights Agent; provided, however, that from and after such time
  as any Person becomes an Acquiring Person, this Agreement shall not be amended
  in any manner which would adversely affect the interests of the holders of
  Rights.  Without limiting the foregoing, the Company may at any time prior to
  such time as any Person becomes an Acquiring Person amend this Agreement to
  raise or lower the thresholds set forth in Sections 1(a) and 3(a), provided the
  threshold may not be lowered to less than the greater of (a) any percentage
  greater than the largest percentage of the outstanding Common Stock then known
  by the Company to be beneficially owned 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 entity holding Common Stock for or
  pursuant to the terms of any such plan, and (b) twenty-percent (20%).  This
  Agreement shall not be supplemented or amended in any way following the
  Distribution Date unless such amendment is approved by a majority of the Board
  of Directors whose determination shall be final.  Upon the delivery of a
  certificate from an appropriate officer of the Company which states that the
  proposed supplement or amendment is in compliance with the terms of this
  Section 27, the Rights Agent shall have determined in good faith that such
  supplement or amendment would not adversely affect its interest under this
  Agreement.  Prior to the Distribution Date, the interests of holders of Rights
  shall be deemed coincident with the interests of holders of Common Stock.
  
  SECTION 28.    REGISTRATION OF SECURITIES
       The Company may temporarily suspend, for a period of time not to exceed
  ninety (90) days, the exercisability of the Rights in order to prepare and
  file, if deemed necessary by the Company, such registration statements and
  other filings under the Securities Act of 1933, as amended, and the securities
  or "blue sky" laws of any state, with respect to any securities purchasable
  upon the exercise of the Rights, and to permit the same 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. 
  Notwithstanding any provision of this Agreement to the contrary, the Rights
  shall not be exercisable in any jurisdiction unless the requisite qualification
  has been obtained or a registration statement has become effective in such
  jurisdiction.
  
  SECTION 29.    DETERMINATION AND ACTIONS BY THE BOARD 
                 OF DIRECTORS
       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 determination deemed necessary or advisable for
  the administration of this Agreement, including a determination to redeem or to
  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.    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 31.    BENEFITS OF THIS AGREEMENT
       Nothing in this Agreement shall be construed to give to any person or
  corporation other than the Company, the Rights Agent and the registered holders
  of the Rights Certificates, and, prior to the Distribution Date, 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, the Common Stock.
  
  SECTION 32.    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.
  
  SECTION 33.    GOVERNING LAW
       This Agreement and each Rights Certificate issued hereunder shall be
  deemed to be a contract made under the laws of the State of California and for
  all purposes shall be governed by and construed in accordance with the laws of
  such State applicable to contracts to be made and performed entirely within
  such State.
  
  SECTION 34.    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 35.    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 Agreement to be
  duly executed and attested, all as of the day and year first above written.
  
  
       ELECTRONIC CLEARING HOUSE, INC.
  
  
  
       By:  /s/ Loel M. Barry
            JOEL M. BARRY
            Chairman of the Board and 
            Chief Executive Officer
  
  
       OXFORD TRANSFER & REGISTRAR
  
  
  
       By:  /s/ Lori Livingston
            LORI LIVINGSTON
            President                          
       
  
  
  
  
  
                                          Exhibit A
  
                                       FORM OF
                CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                           SERIES A JUNIOR PARTICIPATING 
                                   PREFERRED STOCK
                                         OF
                Electronic Clearing House, Inc., a Nevada Corporation
       
  
       Pursuant to Section 78.195 of the Nevada Corporations Code:
  
       We, Joel M. Barry, Chairman of the Board & Chief Executive Officer, and
  Donna Camras, Corporate Secretary, of Electronic Clearing House, Inc., a
  corporation organized and  existing under the laws of the State of Nevada
  ("Corporation"), do hereby certify as follows:
  
       1.   The authorized number of shares of the Corporation's preferred stock
  is 5,000,000.
  
       2.   Pursuant to the authority conferred upon the Board of Directors by
  the Articles of Incorporation of the Corporation, the Board of Directors on
  September 30, 1996, adopted the following resolution creating a series of
  200,000 shares of Preferred Stock designated as Series A Junior Participating
  Preferred Stock:
  
       RESOLVED, that the Board of Directors authorize, to implement the Rights
  pursuant to the Corporation's Rights Agreement signed September 30, 1996 and
  pursuant to the authority vested in the Board of Directors of this Corporation
  in accordance with the provisions of its Articles of Incorporation, a series of
  Preferred Stock of the Corporation be and hereby is created, and that the
  designation and amount thereof and the voting powers, preferences and relative,
  participating, optional and other special rights of the shares of such series,
  and the qualifications, limitations or restrictions thereof are as follows:
  
  "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:
  
  Paragraph 1.   DESIGNATION AND AMOUNT.  
  
       The shares of such series shall be designated as "Series A Junior
  Participating Preferred Stock" (the "Series A Junior Preferred Stock") and the
  number of shares constituting the Series A Junior Preferred Stock shall be
  200,000.  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 A Junior 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
  A Junior Preferred Stock.
  
  Paragraph 2.   DIVIDENDS AND DISTRIBUTIONS.
  
       (A)  Subject to the rights of the holders of any shares of any series of
  Preferred Stock (or any similar stock) ranking prior and superior to the Series
  A Junior Preferred Stock with respect to dividends, the holders of shares of
  Series A Junior Preferred Stock, in preference to the holders of Common Stock,
  par value of $0.01 (the "Common Stock"), of the Corporation, and of any other
  junior stock, shall be entitled to receive, when, as and if declared by the
  Board of Directors out of funds legally available for the purpose, dividends
  payable in cash (each payment date determined by the Board of Directors being
  referred to herein as a "Dividend Payment Date"), commencing on the first
  Dividend Payment Date after the first issuance of a share or fraction of a
  share of series A Junior Preferred Stock, in an amount per share (subject to
  the provisions for adjustment hereinafter set forth) equal to 100 times the
  aggregate per share amount of all cash dividends, and 100 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 Common Stock or a
  subdivision of the outstanding shares of the Common Stock (by reclassification
  or otherwise), declared on the Common Stock since the immediately preceding
  Dividend Payment Date or, with respect to the first Dividend Payment date,
  since the first issuance of any share or fraction of a share of Series A Junior
  Preferred Stock.  In the event the Corporation shall at any time declare or pay
  any dividend on the Common Stock payable in shares of Common Stock, or effect a
  subdivision of combination or consolidation of the outstanding shares of Common
  Stock (by reclassification or otherwise than by payment of a dividend in shares
  of Common Stock, then in each such case the amount to which holders of shares
  of Series A Junior Preferred Stock were entitled immediately prior to such
  event under the preceding sentence shall be adjusted by multiplying such amount
  by a fraction, the numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator of which is the
  number of shares of Common Stock that were outstanding immediately prior to
  such event.
  
       (B)  The Corporation shall declare a dividend or distribution on the
  Series A Junior Preferred Stock as provided in paragraph (A) of this Paragraph
  2 immediately after it declares a dividend or distribution on the Common Stock
  (other than a dividend payable in shares of Common Stock).
  
       (C)  The Board of Directors may fix a record date for the determination of
  holders of shares of Series A Junior Preferred Stock entitled to receive
  payment of a dividend or distribution declared thereon, which record date shall
  not be more than 60 days prior to the date fixed for the payment thereof.
  
  Paragraph 3.   VOTING RIGHTS.
  
       The holders of shares of Series A Junior Preferred Stock shall have the
  following voting rights:
  
       (A)  Subject to the provisions for adjustment hereinafter set forth, each
  share of Series A Junior Preferred Stock shall entitle the holder thereof to
  100 votes on all matters submitted to a vote of the shareholders of the
  Corporation.  In the event the Corporation shall at any time declare or pay any
  dividend on the Common Stock payable in shares of Common Stock, or effect a
  subdivision or combination or consolidation of the outstanding shares of Common
  Stock (by reclassification or otherwise than by payment of a dividend in shares
  of Common Stock) into a greater or lesser number of shares of Common Stock,
  then in each such case the number of votes per share to which holders of shares
  of Series A Junior Preferred Stock  were entitled immediately prior to such an
  event shall be adjusted by multiplying such number by a fraction, the numerator
  of which is the number of shares of Common Stock outstanding immediately after
  such event and the denominator of which is the number of shares of Common Stock
  that were outstanding prior to such event.
  
       (B)  Except as otherwise provided herein, in any other Certificate of
  Amendment to the Certificate of Incorporation or Certificate of Designation
  creating a series of Preferred Stock or any similar stock, or by law, the
  holders of shares of Series A Junior Preferred Stock and the holders of shares
  of Common Stock and any other capital stock of the Corporation having general
  voting rights shall vote together as one class on all matters submitted to a
  vote of shareholders of the Corporation.
  
       (C)  Except as set forth herein, or as otherwise provided by law, holders
  of Series A Junior 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.
  
  Paragraph 4.   CERTAIN RESTRICTIONS.
  
       (A)  Whenever quarterly dividends or other dividends or distributions
  payable on the Series A Junior Preferred Stock as provided in Paragraph 2 are
  in arrears, thereafter and until all accrued and unpaid dividends and
  distributions, whether or not declared, on shares of Series A Junior Preferred
  Stock outstanding shall have been paid in full, the Corporation shall not:
            (i) declare or pay dividends, or make any other distributions, on any
  shares of stock ranking junior (either as to dividends or upon liquidation,
  dissolution or winding up) to the series A Junior Preferred Stock;
            (ii) declare or pay dividends, 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 A Junior Preferred
  Stock, except dividends paid ratably on the series A Junior 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 junior (either as to dividends or upon liquidation,
  dissolution or winding up) to the Series A Junior Preferred Stock, provided
  that the Corporation may at times redeem, purchase or otherwise acquire shares
  of any such junior 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 A Junior Preferred Stock; or 
            (iv) redeem or purchase or otherwise acquire for consideration any
  shares of Series A Junior Preferred Stock, or any shares of stock ranking on a
  parity with the Series A Junior 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 Paragraph
  4, purchase or otherwise acquire such shares at such time and in such manner.
  
  Paragraph 5.   REACQUIRED SHARES
  
       Any shares of Series A Junior Preferred Stock purchased or otherwise
  acquired by the Corporation in any manner whatsoever shall be retired and
  canceled promptly after the acquisition thereof.  All such shares shall upon
  their cancellation become authorized but unissued shares of Preferred Stock and
  mat be reissued as part of a new series of Preferred Stock subject to the
  conditions and restrictions on issuance set forth herein, in the Articles of
  Incorporation, or in any other Certificate of Amendment to the Certificate of
  Incorporation or Certificate of Designation creating a series of Preferred
  Stock or any similar stock or as otherwise required by law.
  
  Paragraph 6.   LIQUIDATION, DISSOLUTION OR WINDING UP.
  
       Upon any liquidation, dissolution or winding up of the Corporation, no
  distribution shall be made (1) to the holders of shares of stock ranking junior
  (either as to dividends or upon liquidation, dissolution or winding up) to the
  Series A Junior Preferred Stock unless, prior thereto, the holders of shares of
  Series A Junior Preferred Stock shall have reached $100.00 per share, plus an
  amount equal to accrued and unpaid dividends and distributions thereon, whether
  or not declared, to the date of such payment, provided that the holders of
  shares of Series A Junior Preferred Stock shall be entitled to receive an
  aggregate amount per share, subject to the provision for adjustment hereinafter
  set forth, equal to 100 times the aggregate amount distributed per share to
  holders of shares of Common Stock, or (2) to the holders of shares of stock
  ranking on a parity (either as to dividends or upon liquidation, dissolution or
  winding up) with the Series A Junior Preferred Stock, except distributions made
  ratably on the Series A Junior Preferred Stock and all such parity stock in
  proportion to the total amounts to which the holders of all such shares are
  entitled upon such liquidation, dissolution or winding up.  In the event the
  Corporation shall at any time declare or pay any dividend on the Common Stock
  payable in shares of Common Stock, or effect a subdivision or combination or
  consolidation of the outstanding shares of Common Stock (by reclassification or
  otherwise than by payment of a dividend in shares of Common Stock) into a
  greater or lesser number of shares of Common Stock, then in each such case the
  aggregate amount of which holders of shares of Series A Junior Preferred Stock
  were entitled immediately prior to such event under the proviso in clause (1)
  of the preceding sentence shall be adjusted by multiplying such amount by a
  fraction, the numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator of which is the
  number of shares of Common Stock that were outstanding immediately prior to
  such event.
  
  Paragraph 7.   CONSOLIDATION, MERGER, ETC.
  
       In case the Corporation shall enter into any consolidation, merger,
  combination or other transaction in which the shares of Common Stock are
  exchanged for or changed into other stock or securities, cash or any other
  property, then in any such case each share of Series A Junior Preferred Stock
  shall at the same time be similarly exchanged or changed into an amount per
  share, subject to the provision for adjustment hereinafter set forth, equal to
  100 times the aggregate amount of stock, securities, cash or any other property
  (payable in kind), as the case may be, into which or for which each share of
  Common Stock is changed or exchanged.  In the event the Corporation shall at
  any time declare or pay any dividend on the Common Stock payable in shares of
  Common Stock, or effect a subdivision or combination or consolidation of the
  outstanding shares of Common Stock (by reclassification or otherwise than by
  payment of a dividend in shares of Common Stock into a greater or lesser number
  of shares of Common Stock), then in each case the amount set forth in the
  preceding sentence with respect to the exchange or change of shares of Series A
  Junior Preferred Stock shall be adjusted by multiplying such amount by a
  fraction, the numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator of which is the
  number of shares of Common Stock that were outstanding immediately prior to
  such event.
  
  Paragraph 8.   NO REDEMPTION.
  
       The shares of Series A Junior Preferred Stock shall not be redeemable.
  
  Paragraph 9.   RANK.
       
       The Series A Junior Preferred Stock shall rank, with respect to the
  payment of dividends and the distribution of assets, junior to all series of
  any other class of the Corporation's Preferred Stock.
  
  Paragraph 10.  AMENDMENT.
  
       The Certificate of Incorporation shall not be amended in any manner which
  would materially alter or change the powers, preferences or special rights of
  the Series A Junior Preferred Stock so as to affect them adversely without, in
  addition to any other vote of shareholders required by law, the affirmative
  vote of the holders of at least 60% of the outstanding shares of Series A
  Junior Preferred Stock, voting together as a single class.
  
  Paragraph 11.  FRACTIONAL SHARES.
  
       The Series A Junior Preferred Stock may be issued in fractions of a share
  which shall entitle the holder, in proportion to such holder's fractional
  shares, to exercise voting rights, receive dividends, participate in
  distributions and to have the benefit of all other rights of holders of the
  Series A Junior Participating Preferred Stock."
  
  Executed on this day, September 30, 1996.  The under signed affirm under
  penalties of perjury that the foregoing instrument is the act and deed of the
  Corporation and that the facts stated therein are true.
  
  
  ELECTRONIC CLEARING HOUSE, INC.
  
  
  
  By:  /s/ Joel M. Barry
       JOEL M. BARRY
       Chairman of the Board & C.E.O.
  
  
  
  By:  /s/ Donna Camras
       DONNA CAMRAS
       Corporate Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  STATE OF CALIFORNIA      )
                           )  ss
  COUNTY OF LOS ANGELES    )
  
  
  
       On this day, September 30, 1996, before me a Notary Public in and for said
  County and State, personally appeared Joel M. Barry proved to me on the basis
  of satisfactory evidence to be the person whose name is subscribed to the
  within instrument and acknowledged to me that he executed the same in his
  authorized capacity, and that by his signature on the instrument the person, or
  entity on behalf of which the person acted, executed the instrument.
  
       IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
  and year first above written.
  
  
  (Notary Seal)                 Signed:   /s/ Nalini Khurana
  
  
  
  
  
  
  
  
  STATE OF CALIFORNIA      )
                           )  ss
  COUNTY OF LOS ANGELES    )
  
  
  
       On this day, September 30, 1996, before me a Notary Public in and for said
  County and State, personally appeared Donna Camras proved to me on the basis of
  satisfactory evidence to be the person whose name is subscribed to the within
  instrument and acknowledged to me that she executed the same in her authorized
  capacity, and that by her signature on the instrument the person, or entity on
  behalf of which the person acted, executed the instrument.
  
       IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
  and year first above written.
  
  
  (Notary Seal)                 Signed:   /s/ Nalini Khurana
  
  
  
                                      Exhibit B
  
                             FORM OF RIGHTS CERTIFICATE
  
  Certificate No. R-  Rights
  
       NOT EXERCISABLE AFTER SEPTEMBER 30, 2006 OR EARLIER IF REDEMPTION OR
  EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND
  TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
  
                                 RIGHTS CERTIFICATE
  
                           Electronic Clearing House, Inc.
  
       This certifies that _______________, or registered assigns, is the
  registered owner of the number of Rights set forth above, each of which
  entitles the owner thereof, subject to the terms, provisions and conditions of
  the Rights Agreement, dated as of September 30, 1996 ("Rights Agreement"),
  between Electronic Clearing House, Inc., a Nevada corporation ("Company"), and
  Oxford Transfer and Registrar ("Rights Agent"), to purchase from the Company at
  any time after the Distribution Date (as such term is defined in the Rights
  Agreement) prior to 5:00 p.m., Los Angeles time, on September 30, 2006 at the
  principal office of the Rights Agent, or at the office of its successor as
  Rights Agent, one one-hundredth of a fully paid non-assessable share of Series
  A Junior Participating Preferred Stock ("Preferred Stock"), of the Company, at
  a purchase price of $0.50 per one one-hundredth of a Preferred Share ("Purchase
  Price"), upon presentation and surrender of this Rights Certificate with the
  Form of Election to Purchase Duly executed.  The number of Rights evidenced by
  this Rights Certificate (and the number of one one-hundredth of a Preferred
  Share which may be purchased upon exercise hereof) set forth above, and the
  Purchase Price set forth above, are the number and Purchase Price as of
  September 30, 1996, based on the Preferred Shares as constituted at such date. 
  As provided in the Rights Agreement, the Purchase Price and the number of one
  one-hundredth of a Preferred Share which may be purchased upon the exercise of
  the Rights evidenced by this Rights Certificate are subject to modification and
  adjustment upon the happening of certain events.
  
       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.  Copies
  of the Rights Agreement are on file at the principal executive offices of the
  Company and the above-mentioned offices of the Rights Agent.
  
       This Rights Certificate, with or without other Rights Certificates, upon
  surrender at the principal office of the Rights Agent, 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
  Preferred Shares as the Rights evidenced by the Rights Certificate or Rights
  Certificates surrendered shall have entitled such holder to purchase.  If this
  Rights Certificate shall be exercised in part, the holder shall be entitled to
  receive upon surrender hereof another Rights Certificate or Rights Certificates
  for the number of whole Rights exercised.
  
       Subject to the provisions of the Rights Agreement, the Rights evidenced by
  this Certificate (i) may be redeemed by the Company at a redemption price of
  $0.001 per Right or (ii) may be exchanged in whole or in part for Preferred
  Shares or shares of the Company's Common Stock, no par value.
  
       No fractional Preferred Shares will be issued upon the exercise of any
  Right or Rights evidenced hereby (other than fractions which are integral
  multiples of one one-hundredth of a Preferred Share, 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 of this Rights Certificate shall be entitled to vote or receive
  dividends or be deemed for any purpose the holder of the Preferred Shares or of
  any other securities of the Company which may at any time be issuable on the
  exercise thereof, 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 shareholder of the Company or any right to vote for the election of
  directors or upon any matter submitted to shareholders at any meeting thereof,
  or to give or withhold consent to any corporate action, or to receive notice of
  meetings or other actions affecting shareholders (except as provided in the
  Rights Agreement), or to receive dividends or subscription rights, or
  otherwise, until the Right or Rights evidenced by this Rights Certificate shall
  have been exercised as provided in the Rights Agreement.
  
       This Rights Certificate shall not be valid or obligatory for any purpose
  until it shall have been countersigned by the Rights Agent.
  
       WITNESS the facsimile signature of the proper officers of the Company and
  its corporate seal.  Dated as of
  
  ATTEST:             Electronic Clearing House, Inc.
            
  
                      By: _____________________
                           Authorized Signature     
  
                      Countersigned:
                      OXFORD TRANSFER & REGISTRAR
  
  
                      By: _____________________
                           Authorized Signature
  
                     Form of Reserve Side of Rights Certificate
  
                                 FORM OF ASSIGNMENT 
  
                  (To be executed by the registered holder if such
                 holder desires to transfer the Rights Certificate.)
  
  FOR VALUE RECEIVED _______________________________________ hereby sells,
  assigns and transfers unto
  
  ___________________________________________________________________________
                   (Please print name and address of transferee)  
  
  this Rights Certificate, together with all Rights, title and interest therein,
  and does hereby irrevocably constitute and appoint ____________________
  Attorney, to transfer the within Rights Certificate on the books of the within-
  named Company, with full power of substitution.
  
  Dated:
  
  
  Signature: _____________________
  
  Signature Guaranteed:
  
  
  ______________________________
  
  Signatures must be guaranteed by an eligible institution (as defined in Rule
  17Ad-15 under the Securities Exchange Act of 1934) which may include a
  commercial bank, trust company, savings association, credit union or a member
  firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock
  Exchange or Midwest Stock Exchange.
  
  The undersigned hereby certifies that the Rights evidenced by this Rights
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate
  or Association thereof (as defined in the Rights Agreement).
  
  
  ______________________________
  Signature
  
  
  
  
  
  
  
  
               Form of Reverse Side of Rights Certificate -- continued
  
                            FORM OF ELECTION TO PURCHASE 
  
                  (To be executed by the registered holder if such 
                 holder desires to transfer the Rights Certificate.)
  
  To ELECTRONIC CLEARING HOUSE, INC.:
  
       The undersigned hereby irrevocably elects to exercise Rights represented
  by this Rights Certificate to purchase the Preferred Shares issuable upon the
  exercise of such Rights and requests that certificates for such Preferred
  Shares be issued in the name of:
  
  Please insert social security or other identifying number
  
  ______________________________________________________________________________
  (Please print name and address)
  
  ______________________________________________________________________________
  
  If such number of Rights shall not be all the Rights evidenced by this Rights
  Certificate, a new Rights Certificate for the balance remaining of such Rights
  shall be registered in the name of and delivered to:
  
  Please insert social security or other identifying number
  
  ______________________________________________________________________________
  (Please print name and address)
  
  ______________________________________________________________________________
  
  Dated: __________________________
  
  
  ______________________________
  Signature
  
  Signature Guaranteed:
  
  
  ______________________________
  
  Signatures must be guaranteed by an eligible institution (as defined in Rule
  17Ad-15 under the Securities Exchange Act of 1934) which may include a
  commercial bank, trust company, savings association, credit union or a member
  firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock
  Exchange or Midwest Stock Exchange.
  
                  Form of Reverse Side of Certificate -- continued
  
  The undersigned hereby certifies that the Rights evidenced by this Rights
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate
  or Association thereof (as defined in the Rights Agreement).
  
  
  ______________________________
  Signature
  
  
                                       NOTICE
  
  The signature in the foregoing Forms of Assignment and Election must conform to
  the name as written upon the face of this Rights Certificate in every
  particular, without alteration or enlargement or any change whatsoever.
  
  In the event the certification set forth above in the Form of Assignment or the
  Form of Election to Purchase, as the case may be, is not completed, the Company
  and the Rights Agent will deem the beneficial owner of the Rights evidenced by
  this Rights Certificate to be an Acquiring Person or an Affiliate or Associate
  thereof (as defined in the Rights Agreement) and such Assignment or Election to
  Purchase will not be honored.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      Exhibit C
  
                   SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES
  
       On September 30, 1996, the Board of Directors of Electronic Clearing
  House, Inc. ("Company") declared a dividend of one preferred share purchase
  right ("Right") for each outstanding share of common stock, par value of $0.01
  ("Common Stock"), of the Company.  The dividend is payable on September 30,
  1996 ("Record date") to the stockholders of record on that date.  Each Right
  entitles the registered holder to purchase from the Company one one-hundredth
  of a share of series A Junior Participating Preferred Stock, no par value
  ("Preferred Stock"), of the Company at a price of $0.50 per one one-hundredth
  of a share of Preferred Stock ("Purchase Price"), subject to adjustment.  The
  description and terms of the Rights are set forth in a Rights Agreement dated
  as of September 30, 1996 ("Rights Agreement") between the Company and Oxford
  Transfer & Registrar, as Rights agent ("Rights Agent").
  
       Initially, the Rights will be attached to all certificates representing
  Common Stock then outstanding, regardless of whether any such certificates have
  a copy of this Summary of Rights attached thereto, and no separate Rights
  Certificates will be distributed.  The Rights will separate from the Common
  Stock and a Distribution Date will occur upon the earlier of (i) 10 days
  following a public announcement that, without the prior consent of the Board of
  Directors, a person or group of affiliated or associated persons ("Acquiring
  Person") have acquired beneficial ownership of twenty-percent (20%) or more of
  the outstanding Common Stock ("Stock Acquisition Date"), or (ii) 10 business
  days (or such later date as may be determined by action of the Board of
  Directors prior to such time as any Person becomes an Acquiring Person)
  following the commencement of, or announcement of an intention to make a tender
  offer or exchange offer the consummation of which would result in the
  beneficial ownership by a person or group of twenty-percent (20%) or more of
  such outstanding Common Stock.
  
       The Rights Agreement provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Common Stock.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), new
  Common Stock certificates issued after the Record Date, upon transfer or new
  issuance of Common Stock, will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificate for
  Common Stock, outstanding as of the Record Date, even without such notation or
  a copy of this Summary of Rights being attached thereto, will also constitute
  the transfer of the Rights associated with the Common Stock represented by such
  certificate.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Rights Certificates") will be mailed to
  holders of record of the Common Stock as of the close of business on the
  Distribution Date and such separate Rights Certificates alone will evidence the
  Rights.
  
       The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on September 30, 2006 ("Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by the Company, in each case, as described
  below.
  
       The Purchase Price payable, and the manner of Preferred Stock or other
  securities or property issuable, upon exercise of the Rights are subject to
  adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the
  Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
  certain rights or warrants to subscribe for or purchase Preferred Stock at a
  price, or securities convertible into Preferred Stock with a conversion price,
  less than the then current market price of the Preferred Stock or (iii) upon
  the distribution to holders of the Preferred Stock of evidence of indebtedness
  or assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Stock) or of subscription
  rights or warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of one one-hundredth of a
  share of Preferred Stock issuable upon exercise of each Right are also subject
  to adjustment in the event of a stock split of the Common Stock or a stock
  dividend on the Common Stock payable in Common Stock or a subdivision,
  consolidation or combination of the Common Stock occurring, in any such case,
  prior to the Distribution Date.
  
       Because of the nature of the Preferred Stock's dividend, liquidation and
  voting rights, the value of the one one-hundredth interest in a share of
  Preferred Stock purchasable upon exercise of each Right should approximate the
  value of one share of Common Stock.
  
       Preferred Stock purchasable upon exercise of the Rights will not be
  redeemable.  Each share of preferred Stock will be entitled to a minimum
  preferential dividend payment of 100 times the dividend declared per share of
  Common Stock.  In the event of liquidation, the holder of the Preferred Stock
  will be entitled to a minimum preferential liquidation payment of $100 per
  share but will be entitled to an aggregate payment of 100 times the payment
  made per share of Common Stock.  Each share of Preferred Stock will have 100
  votes, voting together with the Common Stock.  Finally, in the event of any
  merger, consolidation or other transaction in which Common Stock are exchanged,
  each share of Preferred Stock will be entitled to receive 100 times the amount
  received per share of Common Stock.  These rights are protected by customary
  antidilution provisions.
  
       In the event that any person becomes the beneficial owner of twenty-
  percent (20%) or more of the Common Stock of the Company, ten (10) days
  thereafter ("Flip-In Event") each holder of a Right will thereafter have the
  right to receive, upon exercise thereof at the then current Purchase Price of
  the Right, Common Stock (or, in certain circumstances, a combination of cash,
  other property, Common Stock or other securities) which has a value of two
  times the Purchase Price of the Right (such right being called the "Flip-In
  Right").  In the event that the Company is acquired in a merger or other
  business combination transaction where the Company is not the surviving
  corporation or in the event that 50% or more of its assets or earning power is
  sold, proper provision shall be made so that each holder of a Right will
  thereafter have the right to receive, upon the exercise thereof at the then
  current Purchase Price of the Right, common stock of the acquiring entity which
  has a value of two times the Purchase Price of the Right.  Upon the occurrence
  of the Flip-In Event, any Rights that are or were at any time owned by an
  Acquiring Person shall become null and void insofar as they relate to the Flip-
  In Right.
  
       At any time after the acquisition by a person or group of affiliated or
  associated persons of beneficial ownership of twenty-percent (20%) or more of
  the outstanding Common Stock and prior to the acquisition by such person or
  group of twenty-percent (20%) or more of the outstanding Common Stock, the
  Board of Directors of the Company may exchange the Rights (other than Rights
  owned by such person or group which have become void), in whole or in part, at
  an exchange ratio of one share of Common Stock, or one one-hundredth of a share
  of Preferred Stock (or of a share of a class or series of the Company's
  preferred stock having equivalent rights, preferences and privileges), per
  Right (subject to adjustment).
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least one-
  percent (1%) in such Purchase Price.  No fractional shares of Preferred Stock
  will be issued (other than fractions which are integral multiples of one one-
  hundredth of a share of Preferred Stock, which may, at the election of the
  Company, be evidenced by depositary receipts) and in lieu thereof, an
  adjustment in cash will be made based on the market price of the Preferred
  Stock on the last trading day prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) the tenth day after the
  Stock Acquisition Date, or (ii) the expiration of the Rights, the Company may
  redeem the Rights in whole, but not in part, at a price of $0.001 per Right
  ("Redemption Price").  The redemption shall be effective at such time, on such
  basis and with such conditions as the Board of Directors in its sole discretion
  may establish.  Additionally, the Board of Directors may, following the Stock
  Acquisition Date, redeem the then outstanding Rights in whole, but not in part,
  at the Redemption Price providing that either (a) the Acquiring Person reduces
  his beneficial ownership to less than twenty-percent (20%) of the voting power
  of the Company in a manner which is satisfactory to the Directors and there are
  not other Acquiring Persons, or (b) such redemption is incidental to a merger
  or other business combination transaction or series of transactions involving
  the Company but not involving an Acquiring Person or any person who was an
  Acquiring Person.  The redemption of Rights described in the preceding sentence
  shall be effective only after ten (10) business days prior notice.  Upon the
  effective date of the redemption of the Rights, the right to exercise the
  Rights will terminate and the only right of the holders of Rights will be to
  receive the Redemption Price.
  
       Until a Right is exercised, the Holder of a right will not, by reason of
  being such a holder, have rights as a stockholder of the Company, including,
  without limitation, the right to vote or to receive dividends.
  
       The terms of the Rights may be amended by the Board of Directors of the
  Company in any manner without the consent of the holder of the Rights,
  including an amendment to lower certain thresholds described above to not less
  than the greater of (i) any percentage greater than the largest percentage of
  the outstanding Common Stock then known to the Company to be beneficially owned
  by any person or group of affiliated or associated persons and (ii) twenty-
  percent (20%), except that from and after such time as any person becomes an
  Acquiring Person no such amendment may adversely affect the interests of the
  holders of the Rights.
  
  
       As of  September 16, 1996, there were 11,501,804 shares of Common Stock
  issued and outstanding (including treasury stock).  Each outstanding share of
  Common Stock on September 30, 1996 will receive one Right.  As long as the
  Rights are attached to the Common Stock, the Company will issue one Right for
  each share of Common Stock issued between the Record Date and the Distribution
  Date so that all such shares will have attached Rights.  As provided above,
  however, upon and following the occurrence of the Flip-In Event, any such
  Rights that are or were at any time owned by an Acquiring Person shall become
  null and void insofar as they relate to the Flip-In Right.  There will be
  200,000 shares of Preferred Stock reserved for issuance upon exercise of the
  Rights.
  
       The Rights Agreement is designed to protect shareholders in the event of
  an unsolicited attempt to acquire the Company for an inadequate price and to
  protect against abusive practices that do not treat all shareholders equally
  such as, among others, partial and two-tier tender offers, coercive offers, and
  creeping stock accumulation programs.  Such practices can pressure stockholders
  into tendering their investment prior to realizing the full value or total
  potential of such investments.  The Rights Agreement is intended to make the
  cost of such abusive practices prohibitive and create an incentive for a
  potential acquiror to negotiate in good faith with the Board.  The Rights
  Agreement is not intended to, and will not, prevent all unsolicited offers to
  acquire the Company.  If an unsolicited offer is made, and the Board determines
  that it is fair and in the best interest of the Company and its shareholders,
  then, pursuant to the terms of the Rights Agreement, the Board has the
  authority to redeem the Rights and permit the offer to proceed.  Essentially,
  the Rights Agreement will provide the Board with sufficient opportunity to
  evaluate the fairness of any unsolicited offer and the credibility of the
  bidder, and will therefore enable the Board to represent the interests of all
  shareholders more effectively.  Of course, in deciding whether to redeem the
  Rights in connection with any unsolicited offer, the Board will be bound by its
  fiduciary obligations to act in the best interests of the Company and its
  shareholders.
  
       A copy of the Rights Agreement is filed with the Securities and Exchange
  Commission as an Exhibit to Form 8-K.  A copy of the Rights Agreement is
  available free of charge from the Company.  This summary description of the
  Rights does not purport to be complete and is qualified in its entirety by
  reference to the Rights Agreement.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 164837}]
metadata_filer: {"company-data": {"conformed-name": "ELECTRONIC CLEARING HOUSE INC", "cik": "0000721773", "assigned-sic": "6099", "irs-number": "930946274", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15245", "film-number": "96638244"}, "business-address": {"street1": "28001 DOROTHY DR", "city": "AGOURA HILLS", "state": "CA", "zip": "91301-2697", "phone": "8187068999"}, "mail-address": {"street1": "28001 DOROTHY DRIVE", "city": "AGOURA HILLS", "state": "CA", "zip": "91301"}, "former-company": {"former-conformed-name": "BIO RECOVERY TECHNOLOGY INC", "date-changed": "19860122"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) September 30, 1996
  
                              ELECTRONIC CLEARING HOUSE, INC.        
              (Exact name of registrant as specified in its charter)
  
      NEVADA                        0-15245                93-0946274   
  (State or other jurisdiction    (Commission          (IRS Employer
   of incorporation)               File Number)       Identification No.)
  
  28001 Dorothy Drive, Agoura Hills, California         91301             
  (Address of principal executive offices)             (Zip Code)
  
      Registrant's telephone number, including area code (818) 706-8999
  
                                                                             
  (Former name or former address, if changes since last report)
  ITEM 5.   OTHER EVENTS
  
            On September 30, 1996, the Company signed the following Rights 
            Agreement (Attachment A) which was designed to protect 
            shareholders in the event of an unsolicited attempt to acquire 
            the Corporation for an inadequate price and to protect against 
            abusive practices that do not treat all shareholders equally.
       
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act 
  of 1934, the Registrant has duly caused this report to be 
  signed on its behalf by the undersigned hereunto duly authorized.
  
                                ELECTRONIC CLEARING HOUSE, INC.
                                               (Registrant)
  
                                By   \s\ Alice L. Cheung         
                                  Alice L. Cheung, Treasurer & 
                                  Chief Financial Officer
  
  Dated:  October 1, 1996
  ATTACHMENT A
  
                           ELECTRONIC CLEARING HOUSE, INC.
  
                                         and
  
                             OXFORD TRANSFER & REGISTRAR
  
                                    Rights Agent
  
                                  RIGHTS AGREEMENT
  
                           Dated as of September 30, 1996
  TABLE OF CONTENTS
  
                                                              Page
  
  SECTION 1.          CERTAIN DEFINITIONS                           4        
  SECTION 2.          APPOINTMENT OF RIGHTS AGENT                   7
  
  SECTION 3.          ISSUE OF  RIGHTS CERTIFICATES                 7
  
  SECTION 4.          FORM OF  RIGHTS CERTIFICATES                  8
  
  SECTION 5.          COUNTERSIGNATURE AND REGISTRATION             9
  
  SECTION 6.          TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE 10
                 OF RIGHTS CERTIFICATES; MUTILATED, DESTROYED,
                 LOST OR STOLEN RIGHTS CERTIFICATES
  
  SECTION 7.          EXERCISE OF RIGHTS; PURCHASE PRICE;          11
                 EXPIRATION DATE OF RIGHTS
  
  SECTION 8.          CANCELLATION AND DESTRUCTION OF RIGHTS       13
                 CERTIFICATES
  
  SECTION 9.          AVAILABILITY OF PREFERRED STOCK              13
  
  SECTION 10.    PREFERRED STOCK RECORD DATE                       14
  
  SECTION 11.    ADJUSTMENT OF PURCHASE PRICE, NUMBER OF           14
                 SHARES OR NUMBER OF RIGHTS
  
  SECTION 12.    CERTIFICATE OF ADJUSTED PURCHASE PRICE OR         21
                 NUMBER OF SHARES
  
  SECTION 13.    CONSOLIDATION, MERGER OR SALE OR TRANSFER OF      21
                 ASSETS OR EARNING POWER
  
  SECTION 14.    FRACTIONAL RIGHTS AND FRACTIONAL SHARES           25
  
  SECTION 15.    RIGHTS OF ACTION                                  26
  
  SECTION 16.    AGREEMENT OF RIGHTS HOLDERS                       26
  
  SECTION 17.    RIGHTS CERTIFICATE HOLDER NOT DEEMED A            26
                 STOCKHOLDER
  
  SECTION 18.    CONCERNING THE RIGHTS AGENT                       27
  
  SECTION 19.    MERGER OR CONSOLIDATION OR CHANGE OF              27        
                 NAME OF RIGHTS AGENT
  
  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                                        31
  
  SECTION 24.    EXCHANGE                                          31
  
  SECTION 25.    NOTICE OF CERTAIN EVENTS                          33
  
  SECTION 26.    NOTICES                                           33
  
  SECTION 27.    SUPPLEMENTS AND AMENDMENTS                        34
  
  SECTION 28.    REGISTRATION OF SECURITIES                        35
  
  SECTION 29.    DETERMINATION AND ACTIONS BY THE BOARD            35   
                 OF DIRECTORS
  
  SECTION 30.    SUCCESSORS                                        35
  
  SECTION 31.    BENEFITS OF THIS AGREEMENT                        35
  
  SECTION 32.    SEVERABILITY                                      35
  
  SECTION 33.    GOVERNING LAW                                     36
  
  SECTION 34.    COUNTERPARTS                                      36
  
  SECTION 35.    DESCRIPTIVE HEADINGS                              36
  
  Exhibit A:          Form of Certificate of Designation for Series A Junior 
  Participating Preferred Shares
  
  Exhibit B:          Form of Rights Certificate
  
  Exhibit C:          Summary of Rights to Purchase Preferred Shares
  
                                  RIGHTS AGREEMENT
  
  THIS AGREEMENT, dated as of September 30, 1996, is between Electronic Clearing
  House, Inc., a Nevada corporation ("Company"), and Oxford Transfer & Registrar,
  a California corporation ("Rights Agent").
       Pursuant to this Agreement, the Board of Directors of the Company has
  authorized and declared a dividend of one preferred share purchase right
  ("Right") for each share of Common Stock (as hereinafter defined) of the
  Company outstanding on September 30, 1996 ("Record Date"), each Right
  representing the right to purchase one one-hundredth of a Preferred Stock share
  (as hereinafter defined), upon the terms and subject to the conditions herein
  set forth, and as further authorized and directed the issuance of one Right
  with respect to each Common Stock share that shall become outstanding between
  the Record Date and the earliest of the Distribution Date, the Redemption Date
  and the Final Expiration Date (as such terms are hereinafter defined).
       Accordingly, 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)  "Acquiring Person" shall mean any Person (as such term is hereinafter
  defined) who or which, together with all Affiliates and Associates (as such
  terms are hereinafter defined) of such Person, shall be the Beneficial Owner
  (as such term is hereinafter defined) of twenty-percent (20%) or more of the
  Common Stock of the Company then outstanding, but shall not include the
  Company, any Subsidiary (as such term is hereinafter defined) of the Company,
  any employee benefit plan of the Company or of any Subsidiary of the Company,
  or of any entity holding Common Stock for or pursuant to the terms of any such
  plan, provided, however, that if a Person is the Beneficial Owner at the close
  of business on the date of this Agreement of twenty-percent (20%) or more of
  the Common Stock of the Company, such Person shall not be deemed an Acquiring
  Person unless and until such Person acquires any additional Common Stock in any
  manner other than pursuant to a stock dividend, stock split, recapitalization,
  or similar transaction that does not affect the percentage of outstanding
  Common Stock.  Notwithstanding the foregoing, no Person shall become an
  "Acquiring Person" as the result of 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 such Person to twenty-
  percent (20%) or more of the Common Stock of the Company then outstanding;
  provided, however, that if a Person shall become the Beneficial Owner of
  twenty-percent (20%) or more of the Common Stock of the Company then
  outstanding by reason of share purchases by the Company and shall, after such
  share purchases by the Company, become the Beneficial Owner of any additional
  Common Stock of the Company, then such Person shall be deemed to be an
  "Acquiring Person."  Notwithstanding the foregoing, if a majority of the Board
  of Directors then in office determines in good faith that a Person who should
  be an "Acquiring Person," as defined pursuant to the foregoing provisions of
  this paragraph (a), has become such inadvertently, and such Person divests as
  promptly as practicable a sufficient number of shares of Common Stock so that
  such Person would no longer be an Acquiring Person, as defined pursuant to the
  foregoing provisions of this paragraph (a), then such a Person shall not be
  deemed to be an "Acquiring Person" for any purposes to this Agreement.
       (b)  "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 ("Exchange Act"), as in effect
  on the date of this Agreement.
       (c)  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 beneficially owns, directly or indirectly;
            (ii) which such Person or any of such Person's Affiliates or
  Associates has (A) the right to acquire, whether such right is exercisable
  immediately or only after the passage of time, pursuant to any agreement,
  arrangement or understanding (other than customary agreements with and between
  underwriters and selling group members with respect to a bona fide public
  offering of securities), or from and after, but only after, the exercise of
  conversion rights, exchange rights, rights [other than these Rights at any time
  prior to the occurrence of a Flip-in-Event, but thereafter including these
  Rights acquired from and after the Distribution Date (as defined in Section
  3(a) below)], warrants or options, or otherwise; provided, however, that a
  Person shall not be deemed the Beneficial Owner of, or to beneficially own,
  securities tendered pursuant to a tender or exchange offer made by or on behalf
  of such Person or any of such Person's Affiliates or Associates until such
  tendered securities are accepted for purchase or exchange; or (B) the right to
  vote pursuant to any agreement, arrangement or understanding; provided,
  however, that a Person shall not be deemed the Beneficial Owner of, or to
  beneficially own, any security if the agreement, arrangement or understanding
  to vote such security (1) arises solely from a revocable proxy or consent given
  to such Person in response to a public proxy or consent solicitation made
  pursuant to, and in accordance with, the applicable rules and regulations
  promulgated under the Exchange Act and (2) is not also then reportable 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 with which such Person or any of such Person's Affiliates or
  Associates has any agreement, arrangement or understanding whether or not in
  writing (other than customary agreements with and between underwriters and
  selling group members with respect to a bona fide public offering of
  securities) for the purpose of acquiring, holding, voting (except to the extent
  contemplated by the proviso in Section 1(d)(ii)(B)) or disposing of any
  securities of the Company; provided, however, that in no case shall an officer
  or director of the Company be deemed the Beneficial Owner of securities held of
  record by the trustee of any employee benefit plan of the Company or any
  Subsidiary of the Company for the benefit of any employee of the Company or any
  Subsidiary of the Company, other than the officer or director, by reason of any
  influence that such officer or director may have over the voting of the
  securities held in such plan.
       Notwithstanding anything in this definition of Beneficial Ownership to the
  contrary, the phrase "then outstanding," when used with reference to a Person's
  Beneficial Ownership of securities of the Company, shall mean the number of
  such securities then issued and outstanding together with the number of such
  securities not then actually issued and outstanding which such Person would be
  deemed to own beneficially hereunder.  Furthermore, directors and officers of
  the Company shall not be deemed to beneficially own each others' Common Stock
  solely due to their status as a director or officer of the Company.
       (e)  "Business Day" shall mean any day other than a Saturday, a Sunday, or
  a day on which banking institutions in the State of California 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., Los
  Angeles time, on such date; provided, however, that if such date is not a
  Business Day it shall mean 5:00 p.m., Los Angeles time, on the next succeeding
  Business Day.
       (g)  "Common Stock" shall mean the Common Stock, $.01 par value, of the
  Company (as such term is defined in the introductory paragraphs above) or any
  other shares of capital stock of the Company into which the Common Stock shall
  be reclassified or changed, except that "Common Stock" when used with reference
  to any Person other than the Company shall mean the shares of capital stock of
  such Person if such Person is a corporation, of any class or series, or units
  of equity interests in such Person, if such Person is not a corporation, of any
  class or series, the term of which do not limit, as a fixed amount and not
  merely in proportional terms, the amount of dividend or income payable or
  distributable on such class or series upon any voluntary or involuntary
  liquidation, dissolution, or winding up of such Person and do not provide that
  such class or series is subject to redemption at the option of such Person, or
  any shares of capital stock or units of equity interests into which the
  foregoing shall be reclassified or changed; provided, however, that if at any
  time there shall be more than one such class or series of capital stock or
  equity interests of such Person, "Common Stock" of such Person shall include
  all such classes and series substantially in the proportion of the total number
  of shares or other units of each class or series outstanding at such time.
       (h)  "Current Value" shall have the meaning set forth in Section 11(a)(iv)
  hereof.
       (i)  "Distribution Date" shall have the meaning set forth in Section 3
  hereof.
       (j)  "Final Expiration Date" shall have the meaning set forth in Section 7
  hereof.
       (k)  "Flip-In Event" shall have the meaning set forth in Section 11(a)(ii)
  hereof.
       (l)  "Person" shall mean any individual, firm, partnership, joint venture,
  corporation or other entity, and shall include any successor (by merger or
  otherwise) of such entity.
       (m)  "Preferred Stock" shall mean shares of Series A Junior Participating
  Preferred Stock, no par value, of the Company having the rights and preferences
  set forth in the Certificate of Designation, Preferences and Rights of Series A
  Junior Participating Preferred Stock attached hereto as Exhibit A.
       (n)  "Principal Party" shall have the meaning set forth in Section 13(b)
  hereof.
  `    (o)  "Redemption Date" shall have the meaning set forth in Section 7
  hereof.
       (p)  "Registered Common Stock" shall have the meaning set forth in Section
  13(b)(ii) hereof.
       (q)  "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) of the Exchange Act, by
  the Company or an Acquiring Person that an Acquiring Person has become such or
  such earlier date as a majority of the directors of the Company shall become
  aware of the existence of an Acquiring Person.
       (r)  "Spread" shall have the meaning set forth in Section 11(a)(iv)
  hereof.
       (s)  "Subsidiary" of any Person shall mean any corporation or other entity
  of which a majority of the voting power of the voting equity securities or
  equity interest is owned, directly or indirectly, by such Person.
       (t)  "Substitution Period" shall have the meaning set forth in Section
  11(a)(iv) hereof.
       (u)  "Trading Day" shall have the meaning set forth in Section 11(d)(i)
  hereof.
  
  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 Agent as it may deem necessary or desirable.  In the
  event the Company appoints one or more Co-Rights Agents, the respective duties
  of the Rights Agent and any Co-Rights Agents shall be as the Company shall
  determine.
  
  SECTION 3.          ISSUE OF RIGHTS CERTIFICATES
       (a)  Until the earlier of the close of business on (i) the tenth day after
  the Stock Acquisition Date, or (ii) the tenth Business Day (or such later date
  as may be determined by action of the Board of Directors prior to such time as
  any Person becomes an Acquiring Person) after the date of the commencement 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 entity
  holding Common Stock for or pursuant to the terms of any such plan) of, or of
  the first public announcement of the intention of 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 entity holding Common Stock
  for or pursuant to the terms of any such plan) to commence, a tender or
  exchange offer the consummation of which would result in any Person becoming
  the Beneficial owner of Common Stock aggregating twenty-percent (20%) or more
  of the then outstanding Common Stock, irrespective of whether any shares of
  Common Stock are actually purchased pursuant to such offer (including any such
  date which is after the date of this Agreement and prior to the issuance of the
  Rights, the earliest of such dates being herein referred to as the
  "Distribution Date"), (x) the Rights will be evidenced, subject to the
  provisions of Section 3(b) hereof, by the certificates for Common Stock
  registered in the names of the holders thereof (which certificates shall also
  be deemed to be Rights Certificates) and not be separate Rights Certificates,
  and (y) the right to receive Rights Certificates will be transferable only in
  connection with the transfer of Common Stock.  As soon as practicable after the
  Distribution Date, the Company will prepare and execute, the Rights Agent will
  countersign, and the Company will send or cause to be sent (and the Rights
  Agent will, if requested, send) by first-class, insured, postage-prepaid mail,
  to each record holder of 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, a Rights Certificate, in substantially the form of Exhibit B attached
  hereto ("Rights Certificate"), evidencing one Right for each Common Stock share
  so held.  As of the Distribution Date, the Rights will be evidenced solely by
  such Rights Certificates.
       (b)  On the Record Date, or as soon as practicable thereafter, the Company
  will send a copy of a Summary of Rights to Purchase Preferred Stock, in
  substantially the form of Exhibit C attached hereto ("Summary of Rights"), by
  first-class, postage-prepaid mail, to each record holder of Common Stock as of
  the close of business on the Record Date, at the address of such holder shown
  on the records of the Company.  With respect to certificates for Common Stock
  outstanding as of the Record Date, until the Distribution Date, the Rights will
  be evidenced by such certificates registered in the names of the holders
  thereof regardless of whether a copy of the Summary of Rights is attached
  thereto.  Until the Distribution Date (or the earlier of the Redemption Date or
  the Final Expiration Date), the surrender for transfer of any certificate for
  Common Stock outstanding on the record date, with or without a copy of the
  Summary of Rights attached thereto, shall also constitute the transfer of the
  Rights associated with the Common Stock represented thereby.
       (c)  Certificates for shares of Common Stock which becomes outstanding,
  including, without limitation, reacquired shares of Common Stock referred to in
  the last sentence of this paragraph (c), after the Record Date but prior to the
  earliest of the Distribution Date, the Redemption Date or the Final Expiration
  Date shall have impressed on, printed on, written on or otherwise affixed to
  them the following legend:
       This certificate also evidences and entitles the holder hereof to certain
  rights as set forth in a Rights Agreement between Electronic Clearing House,
  Inc. and Oxford Transfer & Registrar, dated September 30, 1996 ("Rights
  Agreement"), the terms of which are hereby incorporated herein by reference and
  a copy of which is on file at the principal executive offices of Electronic
  Clearing House, Inc.  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.  Electronic Clearing House, Inc. will
  mail to the holder of this certificate a copy of the Rights Agreement without
  charge after receipt of a written request thereof.  Under certain
  circumstances, as set forth in the Rights Agreement, Rights issued to any
  Person who becomes an Acquiring Person, as defined in the Rights Agreement, may
  become null and void.
       With respect to such certificates containing the foregoing legend, until
  the earlier of the Distribution Date or Final Expiration Date, the Rights
  associated with the Common Stock represented by such certificates shall be
  evidenced by such certificates alone, and the surrender for transfer of any
  such certificates shall also constitute the transfer of the Rights associated
  with the Common Stock represented thereby.  In the event that the Company
  purchases or acquires any Common Stock after the Record Date but prior to the
  Distribution Date, the Company shall not be entitled to exercise any Rights
  associated with such Common Stock while they are not outstanding.
  
  SECTION 4.          FORM OF RIGHTS CERTIFICATES
       (a)  The Rights Certificates, and the forms of election to purchase
  Preferred Stock and of assignment to be printed on the reverse thereof, shall
  be substantially the same as Exhibit B attached hereto and may have such marks
  of identification or designation and such legends, summaries or endorsements
  printed thereon as the Company may deem appropriate and as are not consistent
  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 or other organization on which the
  Rights may from time to time be listed or quoted, or to conform to usage. 
  Subject to the provisions of Section 22 hereof, the Rights Certificates shall
  entitle the holders thereof to purchase such number of one one-hundredth of a
  Preferred Stock shares as shall be set forth therein at the price per one one-
  hundredth of a Preferred Stock share set forth therein ("Purchase Price"), but
  the number of such one one-hundredth of a Preferred Stock shares and the
  purchase Price 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 or
  any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
  Acquiring Person, or any such Associate or Affiliate, who becomes a transferee
  after the Acquiring Person becomes such, except a transferee purchasing from or
  through a nationally recognized broker-dealer where such transferee and such
  transferee's Associate and Affiliates do not collectively acquire, and will not
  have acquired during the preceding twenty (20) calendar days, in combination
  with the proposed transfer, an amount of Common Stock equal to more than one-
  percent (1%) of the outstanding shares of Common Stock, and (iii) a transferee
  of an Acquiring Person, or any such Associate or Affiliate, who becomes a
  transferee prior to or concurrently with the Acquiring Person becoming such and
  receives such Rights pursuant to either (A) a transfer, whether or not for
  consideration, from the Acquiring Person to or on behalf of holders of equity
  interests in such Acquiring person or to any Person with whom the Acquiring
  Person has any continuing agreement, arrangement, or understanding regarding
  the transferred Rights or (B) a transfer which the Board of Directors otherwise
  conclude in good faith is part of a plan, arrangement, or understanding which
  has a primary purpose or effect of avoidance of Section 7(f) 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 and
  reasonably identifiable as such, 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 or an Affiliate or
  Associate of an Acquiring Person (as such terms are defined in the Rights
  Agreement).  Accordingly, this Rights Certificate and the Rights represented
  hereby may become void in the circumstances specified in Section 7(f) 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 Chief Executive Officer, its President, or any
  of its Executive Vice Presidents, either manually or by facsimile signature,
  shall have affixed thereto the Company's seal or a facsimile thereof, and shall
  be attested by the Secretary or an Assistant Secretary of the Company, either
  manually or by facsimile signature.  The Rights Certificates shall be manually
  countersigned by the Rights Agent and shall not be valid for any purpose unless
  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, the Rights Agent will keep or cause
  to be kept, at its principal office, 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
       Subject to the provisions of 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 earlier of the Redemption Date or the Final Expiration Date,
  any Rights Certificate or Rights Certificates (other than Rights Certificates
  representing Rights that have become void pursuant to Section 11(a)(ii) hereof
  or that have been exchanged pursuant to Section 24 hereof) may be transferred,
  split up, combined or exchanged for another Rights Certificate or Rights
  Certificates, entitling the registered holder to purchase a like number of one
  one-hundredth of a Preferred Stock shares as the Rights Certificate or Rights
  Certificates surrendered then entitled such holder to purchase.  Any registered
  holder desiring to transfer, split up, combine or exchange any Rights
  Certificate or Rights Certificates shall make such request in writing delivered
  to the Rights Agent, and shall surrender the Rights Certificate or Rights
  Certificates to be transferred, split up, combined or exchanged at the
  principal office of the Rights Agent.  Thereupon the Rights Agent shall
  countersign and deliver to the person entitled thereto a Rights Certificate or
  Rights Certificates, as the case may be, as so requested.  The Company may
  require payment of a sum sufficient to cover any tax or governmental charge
  that may be imposed in connection with any transfer, split up, combination or
  exchange of Rights Certificates.
       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 reasonably satisfactory to them, and, at the Company's request,
  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 make and deliver a new
  Rights Certificate of like tenor to the Rights Agent for delivery to the
  registered holder in lieu of the Rights Certificate so lost, stolen, destroyed
  or mutilated.
  
  SECTION 7.          EXERCISE OF RIGHTS; PURCHASE PRICE; 
                 EXPIRATION DATE OF RIGHTS
       (a)  The registered holder of any Rights Certificate may exercise the
  Rights evidenced thereby (except as otherwise provided herein) 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 on the reverse side thereof
  duly executed, to the Rights Agent at the principal office of the Rights Agent,
  together with payment of the Purchase Price for each one one-hundredth of a
  Preferred Stock share as to which the Rights are exercised, at or prior to the
  earliest of (i) the close of business on September 30, 2006 ("Final Expiration
  Date"), (ii) the time at which the Rights are redeemed as provided in Section
  23 hereof ("Redemption Date"), or (iii) the time at which such Rights are
  exchanged as provided in Section 24 hereof.
       (b)   The Purchase Price for each one one-hundredth of a Preferred Stock
  share pursuant to the exercise of a Right shall initially be $0.50, shall be
  subject to adjustment from time to time as provided in Sections 11 and 13
  hereof or by amendment consistent with Section 27 hereof, and shall be payable
  in lawful money of the United States of America or otherwise in accordance with
  paragraph (c) below.
       (c)  Upon receipt of a Rights Certificate representing exercisable Rights,
  with the form of election to purchase duly executed, accompanied by payment of
  the Purchase Price for the shares to be purchased and an amount equal to any
  applicable transfer tax required to be paid by the holder of such Rights
  Certificate in accordance with Section 9 hereof by cash, certified check,
  cashier's check or money order payable to the order of the Company, the Rights
  Agent shall thereupon promptly (i) (A) requisition from any transfer agent of
  the Preferred Stock certificates for the number of Preferred Stock to be
  purchased and the Company hereby irrevocably authorizes its transfer agent to
  comply with all such requests, or (B) requisition from the depositary agent
  depositary receipts representing such number of one one-hundredth of a
  Preferred Stock shares as are to be purchased (in which case certificates for
  the Preferred Stock represented by such receipts shall be deposited by the
  transfer agent with the depositary agent) and the Company hereby directs the
  depositary agent to comply with such request, (ii) when appropriate,
  requisition from the Company the amount of cash to be paid in lieu of issuance
  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)
  when appropriate, after receipt, deliver such cash 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 check,
  cashier's check, bank draft, or money order payable to the order of the
  Company, except that if so provided by the Board, the payment of the Purchase
  Price following the Flip-In Event and until the first occurrence of an event
  described in Section 13 may be made wholly or in part by delivery of a
  certificate or certificates, with appropriate stock powers executed in blank
  attached thereto, evidencing a number of shares of Common Stock of the Company
  equal to the then Purchase Price divided by the closing price, as determined
  pursuant to Section 11(d) hereof, per share of Common Stock on the Trading Day
  immediately preceding the date of such exercise.  In the event that the Company
  is obligated to issue other securities of the Company, pay cash, or distribute
  other property pursuant to Section 11(a)(ii) hereof, subject to Section 14
  hereof, the Company will make all arrangements necessary so that such other
  securities, cash, or property are available for distribution by the Rights
  Agent, if and when appropriate.  In addition, in the case of an exercise of the
  Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return
  such Rights Certificate, or otherwise indicating thereon that the rights
  represented by such Rights Certificate no longer include the rights provided by
  Section 11(a)(ii) of the Rights Agreement and if less than all the Rights
  represented by such Rights Certificate were so exercised, the Rights Agent
  shall indicate on the Rights Certificate the number of Rights represented
  thereby which continue to include the rights provided by Section 11(a)(ii).
       (d)  In case the registered holder of any Rights Certificate shall
  exercise, except pursuant to Section 11(a)(ii), 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 to the
  registered holder of such Rights Certificate or to his duly authorized assigns,
  subject to the provisions of Section 14 hereof.
       (e)  The Company covenants and agrees that it will cause to be reserved
  and kept available out of its authorized and unissued Preferred Stock or any
  Preferred Stock held in its treasury, the number of Preferred Stock shares that
  will be sufficient to permit the exercise in full of all outstanding Rights in
  accordance with this Section 7.
       (f)  Notwithstanding anything in this Agreement to the contrary, from and
  after the occurrence of a Flip-In Event, any Rights beneficially owned by (a)
  an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (b)
  except as provided below or in Section 4(b), a transferee of an Acquiring
  Person, or any such Associate or Affiliate, who becomes a transferee after the
  Acquiring Person becomes such, and (c) except as provided below, a transferee
  of an Acquiring Person, or any such Associate or Affiliate, who becomes a
  transferee prior to or concurrently with the Acquiring Person becoming such and
  receives such Rights pursuant to either (i) a transfer, whether or not for
  consideration, from the Acquiring Person to or on behalf of holders of equity
  interests in such Acquiring Person or to any Person with whom the Acquiring
  person has any continuing agreement, arrangement, or understanding regarding
  the transferred Rights or (ii) a transfer which the Board of Directors
  otherwise conclude in good faith is part of a plan, arrangement, or
  understanding which has as a primary purpose or effect of avoidance of this
  Section 7(f), shall become null and void without any further action, and any
  holder of such Rights shall thereupon have no rights to exercise such Rights
  under any provision of this Agreement.  A majority of the Board of Directors
  may in appropriate circumstances waive application of this Section 7(f) and the
  requirements of Section 4(b) to any transfer by an Acquiring Person in
  connection with a transfer or series of transfers which cause an Acquiring
  Person to become the Beneficial Owner of voting securities having less than
  twenty-percent (20%) of the Common Stock of the Company.  The Company shall use
  all reasonable efforts to insure that the provisions of this Section 7(f)
  hereof are complied with, but shall have no liability to any holder of Rights
  for the inability to make any determination with respect to an Acquiring Person
  or any of their respective Affiliates, Associates, or transferees thereunder.
       (g)  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 of any Rights Certificate upon the
  occurrence of any purported exercise as set forth in this Section 7 unless the
  certificate contained in the appropriate form of election to purchase set forth
  on the reverse side of the Rights Certificate surrendered for such exercise
  shall have been completed and signed by the registered holder thereof and the
  Company shall have been provided with such additional evidence of the identity
  of the Beneficial Owner, or former Beneficial Owner, of such Rights Certificate
  or Affiliates or Associates thereof as the Company 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 to
  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 Rights 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.          AVAILABILITY OF PREFERRED 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 Flip-In Event, Common Stock or other
  securities) or any authorized and issued shares of Preferred Stock (and
  following the occurrence of a Flip-In Event, Common Stock or other securities)
  held in its treasury, the number of shares of Preferred Stock (and following
  the occurrence of a Flip-In Event, Common Stock, or other securities) that,
  except as provided in Section 11(a)(iii) and subject to section 7(f) hereof,
  will be sufficient to permit the exercise in full of all outstanding Rights.
       (b)  So long as shares of Preferred Stock (and following at the occurrence
  of a Flip-In Event, Common Stock, or other securities) issuable 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, 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 Distribution Date, a registration statement under the
  Securities Act of 1933 (the "Act"), with respect to the Rights and 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 Act
  until the date of the expiration of the Rights.  The Company will also take
  such action as may be appropriate under the "blue sky" laws of the various
  states.
       (d)  The Company covenants and agrees that it will take all such action as
  may be necessary to ensure that all Preferred Stock delivered upon exercise of
  Rights shall, at the time of delivery of the certificates for such Preferred
  Stock, subject to payment of the Purchase Price, be duly and validly authorized
  and issued and fully paid and nonassessable shares.
       (e)  The Company further covenants and agrees that it will pay when due
  and payable any and all federal and state transfer taxes and charges which may
  be payable in respect to the issuance of delivery of the Rights Certificates or
  of any Preferred Stock upon the exercise of Rights.  The Company shall not,
  however, be required to pay any transfer tax which may be payable in respect to
  any transfer or delivery of Rights Certificates to a person other than, or the
  issuance or delivery of certificates or depositary receipts for the Preferred
  Stock in a name other than that of, the registered holder of the Rights
  Certificate evidencing Rights surrendered for exercise or to issue or to
  deliver any certificates or depositary receipts for Preferred Stock upon the
  exercise of any Right until any such tax shall have been paid (any such tax
  being payable by the holder of such Rights Certificate at the time of
  surrender) or until it has been established to the Company's reasonable
  satisfaction that no such tax is due.
  
  SECTION 10.    PREFERRED STOCK RECORD DATE
       Each person in whose name any certificate for Preferred Stock is issued
  upon the exercise of Rights shall for all purposes be deemed to have become the
  holder of record of the Preferred Stock 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 any applicable transfer taxes was made; provided, however, that if the date
  of such surrender and payment is a date upon which the Preferred Stock transfer
  books of the Company are closed, such person shall be deemed to have become the
  record holder of such shares on, and such certificates shall be dated, the next
  succeeding Business Day on which the Preferred Stock 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 holder
  of Preferred Stock 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 OF 
                 SHARES OR NUMBER OF RIGHTS
       The Purchase Price, the number of Preferred Stock 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
  Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the
  outstanding Preferred Stock into a smaller number of Preferred Stock 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, and
  except as otherwise provided in this Section 11(a) and in Section 7(f) 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 capital stock issuable on such date, shall
  be proportionately adjusted so that the holder of any Right exercised after
  such time shall be entitled to receive the aggregate number and kind of shares
  of capital stock 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, the holder would have owned upon such exercise and been entitled to
  receive by virtue of such dividend, subdivision, combination or
  reclassification; provided, however, that in no event shall the consideration
  to be paid upon the exercise of one Right be less than the aggregate par value
  of the shares of capital stock of the Company issuable upon exercise of one
  Right.  If an event occurs which would require an adjustment under both Section
  11(a)(i) and Section 11(a)(ii), 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).
             (ii)  Subject to Section 24 of this Agreement, at the close of
  business on the tenth (10th) day after the Stock Acquisition Date, or such
  later date as may be provided by the Board of Directors under the terms of
  Section 23(a), ("Flip-In Event"), proper provision shall be made so that each
  holder of a Right, except as provided in Section 7(f) hereof, 
  shall thereafter have a right to receive, upon exercise thereof at the then
  current Purchase Price in accordance with the terms of this Agreement, in lieu
  of shares of Preferred Stock, such number of shares of Common Stock of the
  Company, such number of shares being referred to herein as the "Adjustment
  Stock", as shall equal the result obtained by (x) multiplying the then current
  Purchase Price by the then number of one one-hundredth of a share of Preferred
  Stock for which a Right is then exercisable and dividing that product by (y)
  50% of the current per share market price, determined pursuant to Section 11(d)
  hereof, of Common Stock on the date on which the first of the events listed
  above in this subparagraph (ii) occurs.  In the event that any Person shall
  become an Acquiring Person and the Rights shall then be outstanding, the
  Company shall not take any action which would eliminate or diminish the
  benefits intended to be afforded by the Rights.
            (iii)  The right to buy Common Stock of the Company pursuant to
  subparagraph (ii) of this paragraph (a) shall not arise as a result of any
  Person becoming an Acquiring Person through a purchase of Common Stock pursuant
  to a tender offer made in the manner prescribed by Section 14(d) of the
  Exchange Act and the rules and regulations promulgated thereunder; provided,
  however, that such tender offer shall provide for the acquisition of all of the
  outstanding Common Stock held by any Person other than such Person and its
  Affiliates or Associates 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 or
  financial advisers, to be (A) fair to stockholders from a financial
  perspective, 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, or (B) otherwise in the best interests of the Company
  and its stockholders, employees, customers and communities in which the Company
  does business.
            (iv)  In the event that there shall not be sufficient Common Stock
  authorized but unissued to permit the exercise in full of the Rights in
  accordance with the foregoing subparagraph (ii), the Company shall; (A)
  determine the excess of (1) the value of the Adjustment Stock issuable upon the
  exercise of a Right ("Current Value"), over (2) the Purchase Price, such excess
  being hereinafter referred to as the "Spread", and (B) with respect to each
  Right, make adequate provision to substitute for such unavailable Adjustment
  Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction
  in the Purchase Price, (3) other equity securities of the Company, including
  without limitation, Preferred Stock, (4) debt securities of the Company, (5)
  other assets, or (6) any combination of the foregoing, having, together with
  the Adjustment Stock issued upon exercise of such Right, an aggregate value
  equal to the Current Value, 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, if, within 30 days following the date of the Flip-
  In Event, the Company shall have not made adequate provision to deliver value
  pursuant to clause (B) above, then the Company shall be obligated to deliver,
  upon the surrender for exercise of a Right and without requiring payment of the
  Purchase Price, Common Stock, to the extent such shares are available, and
  then, if necessary, cash, which shares 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 Common Stock could be
  authorized for issuance upon exercise in full of the Rights, the 30-day period
  set forth above may be extended to the extent necessary, but not more than 120
  days following the date of the occurrence of the Flip-In Event, in order that
  the Company may seek shareholder approval for the authorization of such
  additional shares; such period, as it may be extended, hereinafter referred to
  as the "Substitution Period."  To the extent that the Company determines that
  action need be taken pursuant to the first or second sentences of this Section
  11(a)(iv), the Company (A) shall provide, subject to Section 11(a)(ii) hereof,
  that such action shall apply uniformly to all outstanding Rights, and (B) may
  suspend that exercisability of the Rights until the expiration of the
  Substitution Period in order to seek any authorization of additional shares 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.  For
  purposes of this Section 11(a)(iv), the value of the Common Stock shall be the
  current per share market price, as determined pursuant to Section 11(d) hereof,
  per Common Stock shares on the date of the occurrence of the earliest of the
  Flip-In Event.
       (b)  In case the Company shall fix a record date for the issuance of
  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 Preferred Stock ("equivalent
  preferred shares") or securities convertible into Preferred Stock or equivalent
  preferred shares at a price per Preferred Stock shares or equivalent preferred
  shares (or having a conversion price per share, if a security convertible into
  Preferred Stock or equivalent preferred shares) less than the then current per
  share market price of the Preferred Stock, as defined in Section 11(d), 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
  Preferred Stock outstanding on such record date plus the number of Preferred
  Stock which the aggregate offering price of the total number of Preferred Stock
  or equivalent preferred shares so to be offered  (or the aggregate initial
  conversion price of the convertible securities so to be offered) would purchase
  at such current per share market price and the denominator of which shall be
  the number of Preferred Stock outstanding on such record date plus the number
  of additional Preferred Stock or equivalent preferred shares to be offered for
  subscription or purchase (or into which the convertible securities so to be
  offered are initially convertible); provided, however, that in no event shall
  the consideration to be paid upon the exercise of one Right be less than the
  aggregate par value of the shares of capital stock of the Company issuable upon
  exercise of one Right.  In case such subscription price may be paid in a
  consideration part or all of which shall 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.  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
  record date is fixed; and in the event that such rights, options of 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 the making of a
  distribution to all holders of the Preferred Stock (including any such
  distribution made in connection with a consolidation or merger in which the
  Company is the continuing or surviving corporation) of evidence of indebtedness
  or assets (other than a regular quarterly cash dividend or a dividend payable
  in 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 then current per share market price of the 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) of the portion of the assets or
  evidences of indebtedness so to be distributed or of such subscription rights
  or warrants applicable to one Preferred Stock share and the denominator of
  which shall be such current per share market price of the Preferred Stock;
  provided, however, that in no event shall the consideration to be paid upon the
  exercise of one Right be less than the aggregate par value of the shares of
  capital stock of the Company to be issued upon exercise of one Right.  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 again be adjusted to be the Purchase Price which would then be in effect
  if such record date had not been fixed.
       (d)  (i)  For the purpose of any computation hereunder, the "current per
  share market price" of any security (a "Security" for the purpose of this
  Section 11(d)(i)) on any date shall be deemed to be the average of the daily
  closing prices per share of such Security for the twenty (20) consecutive
  Trading Days (as such term is hereinafter defined) immediately prior to such
  date; provided, however, that in the event that the current per share market
  price of the Security is determined during a period following the announcement
  by the issuer of such Security of (A) a dividend or distribution on such
  Security payable in shares of such Security or securities convertible into such
  shares, or (B) any subdivision, combination or reclassification of such
  Security and prior to the expiration of twenty (20) Trading Days after the ex-
  dividend date for such dividend or distribution, or the record date for such
  subdivision, combination or reclassification, then, and in each such case, the
  current per share market price shall be appropriately adjusted to reflect the
  current market price per share equivalent of such Security.  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 Security is 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 Security is
  listed or admitted to trading or, if the Security is not listed or admitted to
  trading on any national securities exchange, the last reported trade in the
  over-the-counter market, as reported by the NASDAQ National Market ("NASDAQ")
  or such other system then in use, or, if on any such date the Security is not
  quoted by any such organization, the average of the closing bids and asked
  prices as furnished by a professional market maker making a market in the
  security selected by the Board of Directors of the Company.  The term "Trading
  Day" shall mean a day on which the principal national securities exchange on
  which the Security is listed or admitted to trading is open for the transaction
  of business or, if the Security is not listed or admitted to trading on any
  national securities exchange, a Business Day.
            (ii)  For the purpose of any computation hereunder, the "current per
  share market price" of the Preferred Stock shall be determined in accordance
  with the method set forth in Section 11(d)(i).  If the Preferred Stock are not
  publicly traded, the "current per share market price" of the Preferred Stock
  shall be conclusively deemed to be the current per share market price of the
  Common Stock as determined pursuant to Section 11(d)(i), appropriately adjusted
  to reflect any stock split, stock dividend or similar transaction occurring
  after the date hereof, multiplied by one hundred.  If neither the Common Stock
  nor the preferred Stock are publicly held or so listed or traded, "current per
  share market price" 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.
       (e)  No adjustment in the Purchase Price shall be required unless such
  adjustment would require an increase or decrease of at least 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 one one-millionth of a
  Preferred Stock share or one ten-thousandth of any other share or security, 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 years from the date of the transaction which requires such
  adjustment or (ii) the date of the expiration of the right to exercise any
  Rights.
       (f)  If as a result of an adjustment made pursuant to Section 11(a) or
  Section 13 hereof, the holder of any Right thereafter exercised shall become
  entitled to receive any shares of capital stock of the Company other than
  Preferred Stock, thereafter the number of such other shares so receivable upon
  exercise of any Right 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 Section 11(a), (b), (c), (e), (g),
  (h), (i), (j), (k), and (m), inclusive, and the provisions of Section 7, 9, 10,
  13, and 14, 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-hundredth of a
  Preferred Stock shares 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-hundredth of a
  Preferred Stock shares, calculated to the nearest one one-millionth of a
  Preferred Stock share, obtained by (i) multiplying (x) the number of one one-
  hundredth 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 substitution for any
  adjustment in the number of one one-hundredth of a Preferred Stock shares
  purchasable upon the exercise of a Right.  Each of the Rights outstanding after
  such adjustment of the number of Rights shall be exercisable for the number of
  one one-hundredth of a Preferred Stock shares 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.  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 to be so distributed shall be issued, executed and countersigned
  in the manner provided for herein 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-hundredth of a Preferred Stock shares issuable upon the
  exercise of the Rights, the Rights Certificates theretofore and thereafter
  issued may continue to express the Purchase Price and the number of one one-
  hundredth of a Preferred Stock shares 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 one one-hundredth of the then par value, if any, of the
  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 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 specific
  event, the Company may elect to defer until the occurrence of such event the
  issuing to the holder of any Right exercised after such record date of the
  Preferred Stock and other capital stock or securities of the Company, if any,
  issuable upon such exercise over and above the 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 holder's right to receive such
  additional shares 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 it in its sole discretion shall determine to be advisable in
  order that any consolidation or subdivision of the Preferred Stock, issuance
  wholly for cash of any Preferred Stock at less than the current market price,
  issuance wholly for cash of Preferred Stock or securities which by their terms
  are convertible into or exchangeable for Preferred Stock, dividends on
  Preferred Stock payable in 
  Preferred Stock or issuance of rights, options or warrants referred to
  hereinabove in Section 11(b), 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, or merge with and into, any other
  Person, other than a Subsidiary of the Company in a transaction that complies
  with Section 11(o), (ii) permit or cause any Person to consolidate with the
  Company, or merge with and into the Company, other than a Subsidiary of the
  Company in a transaction that complies with Section 11(o), or (iii) sell or
  otherwise transfer, or permit any Subsidiary to sell or transfer, in one of
  more transactions, assets or earning power aggregating fifty-percent (50%) or
  more 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 or any of
  its Subsidiaries in one or more transactions each of which complies with
  Section 11(o), if 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 that would substantially
  diminish or otherwise eliminate the benefits intended to be afforded by the
  Rights.
       (o)  The Company covenants and agrees that, after the Distribution Date,
  it will not, except as permitted by Section 23, Section 24 or Section 27
  hereof, take, or permit any Subsidiary of the Company 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)  In the event that at any time after the date of this Agreement and
  prior to the Distribution Date, the Company shall (i) declare or pay any
  dividend on the Common Stock payable in Common Stock or (ii) effect a
  subdivision, combination or consolidation of the Common Stock, by
  reclassification or otherwise than by payment of dividends in Common Stock,
  into a greater or lesser number of Common Stock, then in any such case (A) the
  number of one one-hundredth of a Preferred Stock shares purchasable after such
  event upon proper exercise of each Right shall be determined by multiplying the
  number of one one-hundredth of a Preferred Stock shares so purchasable
  immediately prior to such event by a fraction, the numerator of which is the
  number of Common Stock outstanding immediately before such event and the
  denominator of which is the number of Common Stock outstanding immediately
  after such event, and (B) each Common Stock shares outstanding immediately
  after such event shall have been issued with respect to it that number of
  Rights which each Common Stock shares outstanding immediately prior to such
  event had issued with respect to it.  The adjustments provided for in this
  Section 11(p) shall be made successively whenever such a dividend is declared
  or paid or such a subdivision, combination or consolidation is effected.
       (q)  The exercise of Rights under Section 11(a)(ii) shall only result in
  the loss of rights under Section 11(a)(ii) to the extent so exercised and shall
  not otherwise affect the rights represented by the Rights under this Rights
  Agreement, including the rights represented by Section 13.
  
  SECTION 12.    CERTIFICATE OF ADJUSTED PURCHASE PRICE OR 
                 NUMBER OF SHARES
       Whenever an adjustment is made as provided in Section 11 and 13 hereof,
  the Company shall promptly (a) prepare a certificate setting forth such
  adjustment, and a brief statement of the facts accounting for such adjustment,
  (b) file with the Rights Agent and with each transfer agent for the Common
  Stock or the Preferred Stock a copy of such certificate and (c) mail a brief
  summary to each holder of a Rights Certificate in accordance with Section 25
  hereof.
  
  SECTION 13.    CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
                 ASSETS OR EARNING POWER
       (a)  If, following the Distribution Date, directly or indirectly, (i) the
  Company shall consolidate with, or merge with and into, any other Person and
  the Company shall not be the continuing or surviving corporation of such
  consolidation or merger, (ii) any Person shall consolidate with the Company, or
  merge with and into the Company and the Company shall be the continuing or
  surviving corporation of such merger and, in connection with such merger, all
  or part of the Common Stock shall be changed into or exchanged for stock or
  other securities of any other Person (or the Company) or cash or any other
  property, (iii) any Person shall acquire all or a majority of the Common Stock
  pursuant to a statutory plan of exchange, or (iv) the Company shall sell or
  otherwise transfer, or one or more of its Subsidiaries shall sell or otherwise
  transfer, in one or more transactions, assets or earning power aggregating
  fifty-percent (50%) or more of the assets or earning power of the Company and
  its Subsidiaries, taken as a whole, to any other Person other than the Company
  or one or more of its wholly-owned Subsidiaries, then, and in each such case,
  proper provision shall be made so that (A) each holder of a Right, except as
  otherwise provided herein, shall thereafter have the right to receive, upon the
  exercise thereof at a price equal to the then current Purchase Price multiplied
  by the number of one one-hundredth of a Preferred Stock shares for which a
  Right is then exercisable, in accordance with the terms of this Agreement and
  in lieu of Preferred Stock, such number of Common Stock of the Principal Party,
  as hereinafter defined, not subject to any liens, encumbrances, rights of first
  refusal or other adverse claims, as shall equal the result obtained by (1)
  multiplying the then current Purchase Price by the number of one one-hundredth
  of a Preferred Stock shares for which a Right is then exercisable and dividing
  that product by (2) fifty-percent (50%) of the then current per share market
  price of the Common Stock, determined pursuant to Section 11(d) hereof, of such
  Principal Party on the date of consummation of such consolidation, merger, sale
  or transfer; (B) such Principal Party shall thereafter be liable for, and shall
  assume, by virtue of such consolidation, merger, sale or transfer, all the
  obligations and duties of the Company pursuant to this Agreement; (C) the term
  "Company" shall thereafter be deemed to refer to such Principal Party, it being
  specifically intended that the provision of Section 11 shall apply only to such
  Principal Party after the first occurrence of an event described in this
  Section 13(a); (D) such Principal Party shall take such steps, including, but
  not limited to, the reservation of a sufficient number of its Common Stock in
  accordance with Section 9 hereof, in connection with such consummation as may
  be necessary to assure that the provisions hereof shall thereafter be
  applicable, as nearly as reasonably may be, in relation to the Common Stock
  thereafter deliverable upon the exercise of the Rights; and (E) the provisions
  of Section 11(a)(ii) shall be of no further effect following the first
  occurrence of any event described in this Section 13(a).
       (b)  "Principal Party" shall mean:
            (i) in the case of any transaction described in clause (i), (ii) or
  (iii) of Section 13(a), (A) the Person that is the issuer of any securities
  into which Common Stock of the Company are converted in such merger,
  consolidation or for which they are exchanged in such statutory plan of
  exchange, or, if there is more then one such issuer, the issuer of Common Stock
  that has the highest aggregate current per share market price, determined in
  accordance with Section 11(d), and (B) if no securities are so issued, the
  Person that is the other party to such merger, consolidation or statutory plan
  of exchange; or, if there is more than one such Person, the Person, the Common
  Stock of which has the highest aggregate current per share market price,
  determined in accordance with Section 11(d); and 
  
            (ii) in the case of any transaction described in clause (iv) of
  Section 13(a), the Person that is the party receiving the largest portion of
  the assets or earning power transferred pursuant to such transaction or
  transactions, or, if each Person that is a party to such transaction or
  transactions receives the same portion of the assets or earning power
  transferred pursuant to such transaction or transactions or if the Person
  receiving the largest portion of the assets or earning power cannot be
  determined, whichever Person the Common Stock of which has the highest
  aggregate current per share market price, determined in accordance with Section
  11(d); provided, however, that in any such case, (A) if the Common Stock of
  such Person are not at such time and have not been continuously over the
  preceding twelve-month period registered under Section 12 of the Exchange Act
  ("Registered Common Stock"), or such Person is not a corporation, and such
  Person is a direct or indirect Subsidiary of another Person that has Registered
  Common Stock outstanding, "Principal Party" shall refer to such other Person;
  (B) if the Common Stock of such Person are not Registered Common Stock or such
  Person is not a corporation, and such Person is a direct or indirect Subsidiary
  of another Person but is not a direct or indirect Subsidiary of another Person
  which has Registered Common Stock outstanding, "Principal Party" shall refer to
  the ultimate parent entity of such first-mentioned Person; (C) if the Common
  Stock of such Person are not Registered Common Stock or such Person is not a
  corporation, and such Person is directly or indirectly controlled by more than
  one Person, and one or more of such other Persons has Registered Common Stock
  outstanding, "Principal Party" shall refer to whichever of such other Persons
  is the issuer of the registered Common Stock having the highest aggregate
  current per share market price, determined in accordance with Section 11(d);
  and (D) if the Common Stock of such Person are not Registered Common Stock or
  such Person is not a corporation, and such Person is directly or indirectly
  controlled by more than one Person, and none of such other Persons have
  Registered Common Stock outstanding, "Principal Party" shall refer to whichever
  ultimate parent entity is the corporation having the greatest shareholders'
  equity or, if no such ultimate parent entity is a corporation, shall refer to
  whichever ultimate parent entity is the entity having the greatest net assets.
       (c)  The Company shall not consummate any such consolidation, merger,
  statutory plan of exchange, sale or transfer unless prior thereto the Company
  and the Principal Party shall have executed and delivered to the Rights Agent a
  supplement agreement confirming that (i) such Principal Party shall, upon
  consummation of such consolidation, merger, statutory plan of exchange or sale
  or transfer of assets or earning power, assume this Agreement in accordance
  with Section 13, (ii) all rights of first refusal or preemptive rights in
  respect of the issuance of Common Stock of such Principal Party upon exercise
  of outstanding Rights have been waived, (iii) any provision of the authorized
  securities of such Principal Party or of its charter, bylaws or other
  instruments governing its corporate affairs which would obligate such Principal
  Party to issue in connection with, or as a consequence of, the consummation of
  a transaction referred to in Section 13(a), Common Stock of such Principal
  Party at less than the then current per share market price, determined in
  accordance with Section 11(d)(i), or securities exercisable for, or convertible
  into, such Common Stock at less than such then current per share market price
  (other than to the holders of Rights pursuant to this Section 13) have been
  waived or canceled, and (iv) such transaction shall not result in a default by
  such Principal Party under this Agreement and further providing that, as soon
  as practicable after the date of any consolidation, merger, statutory plan of
  exchange or sale or transfer of assets or earning power referred to in Section
  13(a), such Principal Party will:
                 (A) prepare and file a registration statement under the
  Securities Act of 1933, as amended, with respect to the Rights and the
  securities purchasable upon exercise of the Rights on an appropriate form, use
  its best efforts to cause such registration statement to become effective as
  soon as practicable after such filing and use its best efforts to cause such
  registration statement to remain effective, with a prospectus at all times
  meeting the requirements of the Securities Act of 1933, as amended, until the
  Final Expiration Date of the Rights, and similarly comply with applicable state
  securities laws; 
                 (B) use its best efforts to qualify or register the Rights and
  the securities purchasable upon exercise of the Rights under the Blue Sky laws
  of such jurisdictions as may be necessary or appropriate;
                 (C) use its best efforts to list, or continue the listing of,
  the Rights and the securities purchasable upon exercise of the Rights or to
  meet the eligibility requirements for quotation of the Rights and such
  securities on NASDAQ or other system then in use; and
                 (D) deliver to holders of the Rights historical financial
  statements for such Principal Party which comply in all respects with the
  requirements for registration on Form 10, or any successor for, under the
  Exchange Act.
       In the event that at any time after the occurrence of an event described
  in Section 11(a)(ii) hereof some or all of the Rights shall not have then been
  exercised at the time of the occurrence of an event described in Section 13(a)
  hereof, the Rights which have not theretofore been exercised shall thereafter
  be exercisable in the manner described in Section 13(a), without taking into
  account any prior adjustment required by Section 11(a)(ii).
       (d)  The provisions of this Section 13 shall similarly apply to successive
  mergers or consolidations or sales or other transfers.
       (e)  Notwithstanding anything in this Agreement to the contrary, this
  Section 13 shall not be applicable to a transaction described in Section
  13(a)(i), (ii) or (iii) if:
            (i) such transaction is consummated with a Person or Persons who
  acquired Common Stock pursuant to a tender offer described in Section
  11(a)(iii), or with a wholly-owned Subsidiary of any such Person or Persons,
            (ii)  the price per Common Stock shares offered in such transaction
  is not less than the price per Common Stock shares paid to all holders of
  Common Stock whose shares were purchased pursuant to such tender or exchange
  offer, and
            (iii)  the form of consideration being offered to the remaining
  holders of Common Stock pursuant to such transaction is the same as the form of
  consideration paid pursuant to such tender offer.  Upon consummation of any
  such transaction contemplated by this Section 13(e), all Rights shall expire.
       The Company shall not enter into any transaction of the kind referred to
  in this Section 13 if at the time of such transaction there are any rights,
  warrants, instruments, or securities outstanding, or any agreements or
  arrangements which, as a result of the consummation of such transaction, would
  eliminate or substantially diminish the benefits intended to be afforded by the
  Rights.  The provisions of this Section 13 shall similarly apply to successive
  mergers or consolidations or sales or other transfers.  The rights under this
  Section 13 shall be in addition to the rights to exercise Rights and
  adjustments under Section 11(a)(ii) and shall survive any exercise thereof.
  
  SECTION 14.    FRACTIONAL RIGHTS AND FRACTIONAL SHARES
       (a)  The Company shall not be required to issue fractions of Rights 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 the purpose 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 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 reported trade 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 organization, 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 Preferred
  Stock, other than fractions which are integral multiples of one one-hundredth
  of a Preferred Stock share, upon exercise of the Rights or to distribute
  certificates which evidence fractional Preferred Stock, other than fractions
  which are integral multiples of one one-hundredth of a Preferred Stock share. 
  Fractions of Preferred Stock in integral multiples of one one-hundredth of a
  Preferred Stock share may, at the election of the Company, be evidenced by
  depositary receipts, pursuant to an appropriate agreement between the Company
  and a depositary selected by it; provided, however, that such agreement shall
  provide that the holders of such depositary receipts shall have all the rights,
  privileges and preferences to which they are entitled as beneficial owners of
  the Preferred Stock represented by such depositary receipts.  In lieu of
  fractional Preferred Stock that are not integral multiples of one one-hundredth
  of a Preferred Stock share, the Company shall 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
  Preferred Stock share.  For the purposes of this Section 14(b), the current
  market value of a Preferred Stock share shall be the closing price of a
  Preferred stock share, as determined pursuant to the second sentence of Section
  11(d)(i) hereof, for the Trading Day immediately prior to the date of such
  exercise.
       (c)  The holder of a Right by the acceptance of the Right expressly waives
  the right to receive any fractional Rights or any fractional shares upon
  exercise of a Right, except as provided above.
  
  SECTION 15.    RIGHTS OF ACTION
       All rights of action in respect to this Agreement, excepting the rights of
  action given to the Rights Agent under Section 18 hereof, 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 the
  holder of any other Rights Certificate (or, prior to the Distribution Date, of
  the Common Stock), may, in the holder's own behalf and for the holder's own
  benefit, enforce, and may institute and maintain any lawsuit, legal action or
  proceeding against the Company to enforce, or otherwise act in respect of, the
  holder's 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 will be entitled to
  specific performance of the obligation under, and injunctive relief against
  actual or threatened violations of the obligations of any Person subject to
  this Agreement.  Holders of Rights shall be entitled to recover the reasonable
  costs and expenses, including attorney's fees, incurred by them in any action
  to enforce the provisions of this Agreement.
  
  SECTION 16.    AGREEMENT OF RIGHT HOLDERS
       Every holder of a Right, by accepting the same, consents and agrees with
  the Company 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 the Common Stock;
       (b) after the Distribution Date, the Rights Certificates are transferable
  only on the registry books of the Rights Agent if surrendered at the principal
  office of the Rights Agent, duly endorsed or accompanied by a proper instrument
  of transfer; and
       (c) the Company may deem and treat the person in whose name the 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 Certificate 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 affected by any notice to the
  contrary.
  
  SECTION 17.    RIGHTS CERTIFICATE HOLDER NOT DEEMED A 
                 STOCKHOLDER
       No holder of any Rights Certificate, by reason of being a holder of such
  Rights Certificate, shall be entitled to vote, receive dividends or be deemed
  for any purpose the holder of the 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,
  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 other
  disbursements incurred in the administration 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, or expense, incurred without negligence, bad faith or willful
  misconduct on the part of the Rights Agent, for anything done or omitted by the
  Rights Agent in connection with the acceptance and administration of this
  Agreement, including the costs and expenses of defending against any claim of
  liability arising therefrom, directly or indirectly.
       (b)  The Rights Agent shall be 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 the Preferred Stock or 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 corporation into which the Rights Agent or any successor Rights
  Agent may be merged or with which it may be consolidated, or any corporation
  resulting from any merger or consolidation to which the Rights Agent or any
  successor Rights Agent shall be a party, or any corporation succeeding to the
  stock transfer or corporate trust 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 that such corporation 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 the 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
  Rights Agent 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 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 the duties and obligations 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 opinion of such counsel shall be full and
  complete authorization and protection to the Rights Agent as to any action
  taken or omitted by it in good faith and in accordance with such 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 be
  proved or established by the Company prior to taking or suffering any action
  hereunder, such fact or matter, including, without limitation, the identity of
  any Acquiring Person and the determination of "current per share market price,"
  unless other evidence in respect thereof be herein specifically prescribed, may
  be deemed to be conclusively proved and established by a certificate signed by
  any one of the Chairman of the Board, the Chief Executive Officer, the
  President, any Executive Vice President, or the Secretary of the Company and
  delivered to the Rights Agent; and such certificate shall be full authorization
  to the Rights Agent for any action taken or suffered in good faith by it under
  the provisions of this Agreement in reliance upon such certificate.
       (c)  The Rights Agent shall be liable hereunder to the Company and any
  other Person only for its own negligence, bad faith or willful misconduct. 
  Anything in this Agreement to the contrary notwithstanding, in no event shall
  the Rights Agent be liable for special, indirect or consequential 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 of
  damage and regardless of the form of action.
       (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
  Certificate, except its countersignature thereof, or be required to verify the
  same, 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 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  be 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 responsible for any change in the exercisability of the Rights, including
  the Rights becoming void pursuant to Section 11(a)(ii) hereof, or any
  adjustment in the terms of the Rights, including the manner, method or amount
  thereof, provided for in Section 3, 11, 13, 23, or 24, or the ascertaining of
  the existence of facts that would require any such change or adjustment, except
  with respect to the exercise of Rights evidenced by Rights Certificates after
  actual notice that such change or adjustment is required; nor shall it by any
  act hereunder be deemed to make any representation of warranty as to the
  authorization or reservation of any Preferred Stock to be issued pursuant to
  this Agreement or any Rights Certificate or as to whether any Preferred Stock
  will, when 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 any
  one of the Chairman of the Board, the Chief Executive Officer, the President,
  any Executive Vice President, or the Secretary of the Company, 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 or suffered 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, 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 legal entity.
       (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 of 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 of for any loss to the Company resulting from any such act,
  default, neglect or misconduct, provided reasonable care was exercised 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.
  
  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
  or 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 or 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 the holder of a Rights Certificate for inspection (who
  shall, with such notice, submit his Rights Certificate for inspection by the
  Company) then the registered holder of any 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 a corporation organized and doing business under the laws of the
  United States or any state of the United States so long as such corporation is
  authorized under such laws to exercise corporate trust or stock transfer
  powers, is in good standing, and is subject to supervision or examination by
  federal or state authority, and has at the time of its appointment as Rights
  Agent a combined capital and surplus of at least $1 million.  After
  appointment, the successor Rights Agent shall be vested with the same powers,
  rights, duties and responsibilities as if it has 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 with the
  predecessor Rights Agent and each transfer agent of the Common Stock or
  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 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
  of 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 earlier of the Redemption Date
  and the Final Expiration Date, the Company (i) 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, or upon the exercise, conversion or
  exchange of securities, notes or debentures issued by the Company, and (ii)
  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 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 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
       (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 tenth (10th) day
  following the Stock Acquisition Date, which ten-day period may be extended by
  the Board of Directors for successive periods of ten days, not to exceed an
  aggregate of thirty (30) days following the Stock Acquisition Date, or (ii) the
  Final Expiration Date, redeem all but not less than all the then outstanding
  Rights at a redemption price of $0.001 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;" provided, however, that if,
  following the occurrence of a Stock Acquisition Date and following the
  expiration of the right of redemption hereunder but prior to any Triggering
  Event, (i) a Person who is an Acquiring Person shall have transferred or
  otherwise disposed of a number of shares of Common Stock in one transaction or
  series of transactions, not direct or indirectly involving the Company or any
  of its Subsidiaries, which did not result in the occurrence of a Triggering
  Event such that such Person is thereafter a Beneficial Owner of 10% or less of
  the outstanding shares of Common Stock, and (ii) there are no other Persons,
  immediately following the occurrence of the event described in clause (i), who
  are Acquiring Persons, then the right of redemption shall be reinstated and
  thereafter be subject to the provisions of this Section 23.  Notwithstanding
  anything contained in this Agreement or the contrary, the Rights shall not be
  exercisable after the first occurrence of a Section 11(a)(ii) Event until such
  time as the Company's right of redemption hereunder has expired.  The Company,
  may, at its option, pay the Redemption Price in cash, shares of Common Stock
  (based on the "current market price," as defined in Section 11(d)(i) hereof, 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 pursuant to paragraph (a) of this Section
  23, 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.  The Company shall promptly
  give public notice of any such redemption; provided, however, that the failure
  to give, or any defect in, any such notice shall not affect the validity of
  such redemption.  Within ten (10) days after such action of the Board of
  Directors ordering the redemption of the Rights, the Company shall mail a
  notice of redemption to all the holders of the then outstanding Rights at their
  last address as they appear 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, exchange all or part of the then
  outstanding and exercisable Rights, which shall not include Rights that have
  become void pursuant to the provisions of Section 11(a)(ii) hereof, for Common
  Stock at an exchange ratio of one Common Stock share per Right, appropriately
  adjusted to reflect any stock split, stock dividend or similar transaction
  occurring after the date hereof, such exchange ratio being hereinafter referred
  to as the "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 of any such Subsidiary, or of 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 50%
  or more of the 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 Common Stock equal to the number of
  such Rights held by such holder multiplied by the 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 all of the holders of such Rights at their last address 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 the 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 void pursuant to the provisions
  of Section 11(a)(ii) hereof, held by each holder of Rights.
       (c)  In any exchange pursuant to this Section 24, the Company, at its
  option, may substitute Preferred Stock, or equivalent preferred shares, as such
  term is defined in Section 11(b) hereof, for Common Stock exchangeable for
  Rights, at the initial rate of one one-hundredth of a Preferred Stock share, or
  equivalent preferred share, for each Common Stock share, as 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 share
  delivered in lieu of each Common Stock share shall have the same voting rights
  as one Common Stock share.
       (d)  In the event that there shall not be sufficient Common Stock or
  Preferred Stock issued but outstanding or authorized but unissued to permit any
  exchange of Rights as contemplated in accordance with this Section 24, the
  Company shall use its best efforts to cause all such action to be taken as may
  be necessary to authorize additional Common Stock or Preferred Stock for
  issuance upon exchange of the Rights.
       (e)  The Company shall not be required to issue fractions of Common Stock
  or to distribute certificates which evidence fractional Common Stock.  In lieu
  of such fractional Common Stock, the Company shall pay to the registered
  holders of the Rights Certificates with regard to which such fractional Common
  Stock would otherwise be issuable an amount in cash equal to the same fraction
  of the current market value of a whole Common Stock share.  For the purposes of
  this paragraph (e), the current market value of a whole Common Stock share
  shall be the closing price of a Common Stock share, 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 (i) to pay any dividend payable in
  stock of any class to the holders of its Preferred Stock or to make any other
  distribution to the holders of its Preferred Stock, other than a regular
  quarterly cash dividend, (ii) to offer to the holders of its Preferred Stock
  rights or warrants to subscribe for or to purchase any additional Preferred
  Stock or shares of stock of any class or any other securities, rights or
  options, (iii) to effect any reclassification of its Preferred Stock, other
  than a reclassification involving only the subdivision of outstanding Preferred
  Stock, (iv) to effect any consolidation or merger into or with, 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 or more transactions, of fifty-
  percent (50%) or more of the assets or earning power of the Company and its
  Subsidiaries, taken as a whole, to any other Person, (v) to effect the
  liquidation, dissolution or winding up of the Company, or (vi) to declare or
  pay any dividend on the Common Stock payable in Common Stock or to effect a
  subdivision, combination or consolidation of the Common Stock, by
  reclassification or otherwise than by payment of dividends in Common Stock,
  then, in each such case, the Company shall give to each holder of a Rights
  Certificate, 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, or 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 Common Stock or 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) and (ii) above at least ten (10) days prior to the record
  date for determining holders of the Preferred Stock for purposes of such
  action, and in the case of any such other action, at least ten (10) days prior
  to the date of the taking of such proposed action or the date of participation
  therein by the holders of the Common Stock or Preferred Stock, whichever shall
  be the earlier.
       (b)  In case any of the events set forth in Section 11(a)(ii) hereof shall
  occur, then the Company shall as soon as practicable thereafter give to each
  holder of a Rights Certificate, in accordance with Section 26 hereof, a notice
  of the occurrence of such event, which notice shall describe such event and the
  consequences of such event to holders of Rights under Section 11(a)(ii) hereof.
  
  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:
  
                           Electronic Clearing House, Inc.
                                 28001 Dorothy Drive
                                   Post Office Box
                           Agoura Hills, California 91301
                                   Attn: President
       Subject to the provisions of Section 21 hereof, 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:
                             Oxford Transfer & Registrar
                             317 S.W. Alder, Suite 1120
                               Portland, Oregon 97204    
                                   Attn: President
       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 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
       The Board of Directors and the Rights Agent may from time to time, if the
  Board so directs, supplement or amend this Agreement without the approval of
  any holders of Rights Certificates in order to cure any ambiguity, to correct
  or supplement any provisions contained herein which may be defective or
  inconsistent with any other provisions herein, or to make any other provisions
  with respect to the Rights which the Company may deem necessary or desirable,
  any such supplement or amendment to be evidenced by a writing signed by the
  Company and the Rights Agent; provided, however, that from and after such time
  as any Person becomes an Acquiring Person, this Agreement shall not be amended
  in any manner which would adversely affect the interests of the holders of
  Rights.  Without limiting the foregoing, the Company may at any time prior to
  such time as any Person becomes an Acquiring Person amend this Agreement to
  raise or lower the thresholds set forth in Sections 1(a) and 3(a), provided the
  threshold may not be lowered to less than the greater of (a) any percentage
  greater than the largest percentage of the outstanding Common Stock then known
  by the Company to be beneficially owned 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 entity holding Common Stock for or
  pursuant to the terms of any such plan, and (b) twenty-percent (20%).  This
  Agreement shall not be supplemented or amended in any way following the
  Distribution Date unless such amendment is approved by a majority of the Board
  of Directors whose determination shall be final.  Upon the delivery of a
  certificate from an appropriate officer of the Company which states that the
  proposed supplement or amendment is in compliance with the terms of this
  Section 27, the Rights Agent shall have determined in good faith that such
  supplement or amendment would not adversely affect its interest under this
  Agreement.  Prior to the Distribution Date, the interests of holders of Rights
  shall be deemed coincident with the interests of holders of Common Stock.
  
  SECTION 28.    REGISTRATION OF SECURITIES
       The Company may temporarily suspend, for a period of time not to exceed
  ninety (90) days, the exercisability of the Rights in order to prepare and
  file, if deemed necessary by the Company, such registration statements and
  other filings under the Securities Act of 1933, as amended, and the securities
  or "blue sky" laws of any state, with respect to any securities purchasable
  upon the exercise of the Rights, and to permit the same 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. 
  Notwithstanding any provision of this Agreement to the contrary, the Rights
  shall not be exercisable in any jurisdiction unless the requisite qualification
  has been obtained or a registration statement has become effective in such
  jurisdiction.
  
  SECTION 29.    DETERMINATION AND ACTIONS BY THE BOARD 
                 OF DIRECTORS
       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 determination deemed necessary or advisable for
  the administration of this Agreement, including a determination to redeem or to
  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.    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 31.    BENEFITS OF THIS AGREEMENT
       Nothing in this Agreement shall be construed to give to any person or
  corporation other than the Company, the Rights Agent and the registered holders
  of the Rights Certificates, and, prior to the Distribution Date, 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, the Common Stock.
  
  SECTION 32.    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.
  
  SECTION 33.    GOVERNING LAW
       This Agreement and each Rights Certificate issued hereunder shall be
  deemed to be a contract made under the laws of the State of California and for
  all purposes shall be governed by and construed in accordance with the laws of
  such State applicable to contracts to be made and performed entirely within
  such State.
  
  SECTION 34.    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 35.    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 Agreement to be
  duly executed and attested, all as of the day and year first above written.
  
       ELECTRONIC CLEARING HOUSE, INC.
  
       By:  /s/ Loel M. Barry
            JOEL M. BARRY
            Chairman of the Board and 
            Chief Executive Officer
  
       OXFORD TRANSFER & REGISTRAR
  
       By:  /s/ Lori Livingston
            LORI LIVINGSTON
            President                          
       
  
                                          Exhibit A
  
                                       FORM OF
                CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                           SERIES A JUNIOR PARTICIPATING 
                                   PREFERRED STOCK
                                         OF
                Electronic Clearing House, Inc., a Nevada Corporation
       
  
       Pursuant to Section 78.195 of the Nevada Corporations Code:
  
       We, Joel M. Barry, Chairman of the Board & Chief Executive Officer, and
  Donna Camras, Corporate Secretary, of Electronic Clearing House, Inc., a
  corporation organized and  existing under the laws of the State of Nevada
  ("Corporation"), do hereby certify as follows:
  
       1.   The authorized number of shares of the Corporation's preferred stock
  is 5,000,000.
  
       2.   Pursuant to the authority conferred upon the Board of Directors by
  the Articles of Incorporation of the Corporation, the Board of Directors on
  September 30, 1996, adopted the following resolution creating a series of
  200,000 shares of Preferred Stock designated as Series A Junior Participating
  Preferred Stock:
  
       RESOLVED, that the Board of Directors authorize, to implement the Rights
  pursuant to the Corporation's Rights Agreement signed September 30, 1996 and
  pursuant to the authority vested in the Board of Directors of this Corporation
  in accordance with the provisions of its Articles of Incorporation, a series of
  Preferred Stock of the Corporation be and hereby is created, and that the
  designation and amount thereof and the voting powers, preferences and relative,
  participating, optional and other special rights of the shares of such series,
  and the qualifications, limitations or restrictions thereof are as follows:
  
  "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:
  
  Paragraph 1.   DESIGNATION AND AMOUNT.  
  
       The shares of such series shall be designated as "Series A Junior
  Participating Preferred Stock" (the "Series A Junior Preferred Stock") and the
  number of shares constituting the Series A Junior Preferred Stock shall be
  200,000.  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 A Junior 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
  A Junior Preferred Stock.
  
  Paragraph 2.   DIVIDENDS AND DISTRIBUTIONS.
  
       (A)  Subject to the rights of the holders of any shares of any series of
  Preferred Stock (or any similar stock) ranking prior and superior to the Series
  A Junior Preferred Stock with respect to dividends, the holders of shares of
  Series A Junior Preferred Stock, in preference to the holders of Common Stock,
  par value of $0.01 (the "Common Stock"), of the Corporation, and of any other
  junior stock, shall be entitled to receive, when, as and if declared by the
  Board of Directors out of funds legally available for the purpose, dividends
  payable in cash (each payment date determined by the Board of Directors being
  referred to herein as a "Dividend Payment Date"), commencing on the first
  Dividend Payment Date after the first issuance of a share or fraction of a
  share of series A Junior Preferred Stock, in an amount per share (subject to
  the provisions for adjustment hereinafter set forth) equal to 100 times the
  aggregate per share amount of all cash dividends, and 100 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 Common Stock or a
  subdivision of the outstanding shares of the Common Stock (by reclassification
  or otherwise), declared on the Common Stock since the immediately preceding
  Dividend Payment Date or, with respect to the first Dividend Payment date,
  since the first issuance of any share or fraction of a share of Series A Junior
  Preferred Stock.  In the event the Corporation shall at any time declare or pay
  any dividend on the Common Stock payable in shares of Common Stock, or effect a
  subdivision of combination or consolidation of the outstanding shares of Common
  Stock (by reclassification or otherwise than by payment of a dividend in shares
  of Common Stock, then in each such case the amount to which holders of shares
  of Series A Junior Preferred Stock were entitled immediately prior to such
  event under the preceding sentence shall be adjusted by multiplying such amount
  by a fraction, the numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator of which is the
  number of shares of Common Stock that were outstanding immediately prior to
  such event.
  
       (B)  The Corporation shall declare a dividend or distribution on the
  Series A Junior Preferred Stock as provided in paragraph (A) of this Paragraph
  2 immediately after it declares a dividend or distribution on the Common Stock
  (other than a dividend payable in shares of Common Stock).
  
       (C)  The Board of Directors may fix a record date for the determination of
  holders of shares of Series A Junior Preferred Stock entitled to receive
  payment of a dividend or distribution declared thereon, which record date shall
  not be more than 60 days prior to the date fixed for the payment thereof.
  
  Paragraph 3.   VOTING RIGHTS.
  
       The holders of shares of Series A Junior Preferred Stock shall have the
  following voting rights:
  
       (A)  Subject to the provisions for adjustment hereinafter set forth, each
  share of Series A Junior Preferred Stock shall entitle the holder thereof to
  100 votes on all matters submitted to a vote of the shareholders of the
  Corporation.  In the event the Corporation shall at any time declare or pay any
  dividend on the Common Stock payable in shares of Common Stock, or effect a
  subdivision or combination or consolidation of the outstanding shares of Common
  Stock (by reclassification or otherwise than by payment of a dividend in shares
  of Common Stock) into a greater or lesser number of shares of Common Stock,
  then in each such case the number of votes per share to which holders of shares
  of Series A Junior Preferred Stock  were entitled immediately prior to such an
  event shall be adjusted by multiplying such number by a fraction, the numerator
  of which is the number of shares of Common Stock outstanding immediately after
  such event and the denominator of which is the number of shares of Common Stock
  that were outstanding prior to such event.
  
       (B)  Except as otherwise provided herein, in any other Certificate of
  Amendment to the Certificate of Incorporation or Certificate of Designation
  creating a series of Preferred Stock or any similar stock, or by law, the
  holders of shares of Series A Junior Preferred Stock and the holders of shares
  of Common Stock and any other capital stock of the Corporation having general
  voting rights shall vote together as one class on all matters submitted to a
  vote of shareholders of the Corporation.
  
       (C)  Except as set forth herein, or as otherwise provided by law, holders
  of Series A Junior 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.
  
  Paragraph 4.   CERTAIN RESTRICTIONS.
  
       (A)  Whenever quarterly dividends or other dividends or distributions
  payable on the Series A Junior Preferred Stock as provided in Paragraph 2 are
  in arrears, thereafter and until all accrued and unpaid dividends and
  distributions, whether or not declared, on shares of Series A Junior Preferred
  Stock outstanding shall have been paid in full, the Corporation shall not:
            (i) declare or pay dividends, or make any other distributions, on any
  shares of stock ranking junior (either as to dividends or upon liquidation,
  dissolution or winding up) to the series A Junior Preferred Stock;
            (ii) declare or pay dividends, 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 A Junior Preferred
  Stock, except dividends paid ratably on the series A Junior 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 junior (either as to dividends or upon liquidation,
  dissolution or winding up) to the Series A Junior Preferred Stock, provided
  that the Corporation may at times redeem, purchase or otherwise acquire shares
  of any such junior 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 A Junior Preferred Stock; or 
            (iv) redeem or purchase or otherwise acquire for consideration any
  shares of Series A Junior Preferred Stock, or any shares of stock ranking on a
  parity with the Series A Junior 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 Paragraph
  4, purchase or otherwise acquire such shares at such time and in such manner.
  
  Paragraph 5.   REACQUIRED SHARES
  
       Any shares of Series A Junior Preferred Stock purchased or otherwise
  acquired by the Corporation in any manner whatsoever shall be retired and
  canceled promptly after the acquisition thereof.  All such shares shall upon
  their cancellation become authorized but unissued shares of Preferred Stock and
  mat be reissued as part of a new series of Preferred Stock subject to the
  conditions and restrictions on issuance set forth herein, in the Articles of
  Incorporation, or in any other Certificate of Amendment to the Certificate of
  Incorporation or Certificate of Designation creating a series of Preferred
  Stock or any similar stock or as otherwise required by law.
  
  Paragraph 6.   LIQUIDATION, DISSOLUTION OR WINDING UP.
  
       Upon any liquidation, dissolution or winding up of the Corporation, no
  distribution shall be made (1) to the holders of shares of stock ranking junior
  (either as to dividends or upon liquidation, dissolution or winding up) to the
  Series A Junior Preferred Stock unless, prior thereto, the holders of shares of
  Series A Junior Preferred Stock shall have reached $100.00 per share, plus an
  amount equal to accrued and unpaid dividends and distributions thereon, whether
  or not declared, to the date of such payment, provided that the holders of
  shares of Series A Junior Preferred Stock shall be entitled to receive an
  aggregate amount per share, subject to the provision for adjustment hereinafter
  set forth, equal to 100 times the aggregate amount distributed per share to
  holders of shares of Common Stock, or (2) to the holders of shares of stock
  ranking on a parity (either as to dividends or upon liquidation, dissolution or
  winding up) with the Series A Junior Preferred Stock, except distributions made
  ratably on the Series A Junior Preferred Stock and all such parity stock in
  proportion to the total amounts to which the holders of all such shares are
  entitled upon such liquidation, dissolution or winding up.  In the event the
  Corporation shall at any time declare or pay any dividend on the Common Stock
  payable in shares of Common Stock, or effect a subdivision or combination or
  consolidation of the outstanding shares of Common Stock (by reclassification or
  otherwise than by payment of a dividend in shares of Common Stock) into a
  greater or lesser number of shares of Common Stock, then in each such case the
  aggregate amount of which holders of shares of Series A Junior Preferred Stock
  were entitled immediately prior to such event under the proviso in clause (1)
  of the preceding sentence shall be adjusted by multiplying such amount by a
  fraction, the numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator of which is the
  number of shares of Common Stock that were outstanding immediately prior to
  such event.
  
  Paragraph 7.   CONSOLIDATION, MERGER, ETC.
  
       In case the Corporation shall enter into any consolidation, merger,
  combination or other transaction in which the shares of Common Stock are
  exchanged for or changed into other stock or securities, cash or any other
  property, then in any such case each share of Series A Junior Preferred Stock
  shall at the same time be similarly exchanged or changed into an amount per
  share, subject to the provision for adjustment hereinafter set forth, equal to
  100 times the aggregate amount of stock, securities, cash or any other property
  (payable in kind), as the case may be, into which or for which each share of
  Common Stock is changed or exchanged.  In the event the Corporation shall at
  any time declare or pay any dividend on the Common Stock payable in shares of
  Common Stock, or effect a subdivision or combination or consolidation of the
  outstanding shares of Common Stock (by reclassification or otherwise than by
  payment of a dividend in shares of Common Stock into a greater or lesser number
  of shares of Common Stock), then in each case the amount set forth in the
  preceding sentence with respect to the exchange or change of shares of Series A
  Junior Preferred Stock shall be adjusted by multiplying such amount by a
  fraction, the numerator of which is the number of shares of Common Stock
  outstanding immediately after such event and the denominator of which is the
  number of shares of Common Stock that were outstanding immediately prior to
  such event.
  
  Paragraph 8.   NO REDEMPTION.
  
       The shares of Series A Junior Preferred Stock shall not be redeemable.
  
  Paragraph 9.   RANK.
       
       The Series A Junior Preferred Stock shall rank, with respect to the
  payment of dividends and the distribution of assets, junior to all series of
  any other class of the Corporation's Preferred Stock.
  
  Paragraph 10.  AMENDMENT.
  
       The Certificate of Incorporation shall not be amended in any manner which
  would materially alter or change the powers, preferences or special rights of
  the Series A Junior Preferred Stock so as to affect them adversely without, in
  addition to any other vote of shareholders required by law, the affirmative
  vote of the holders of at least 60% of the outstanding shares of Series A
  Junior Preferred Stock, voting together as a single class.
  
  Paragraph 11.  FRACTIONAL SHARES.
  
       The Series A Junior Preferred Stock may be issued in fractions of a share
  which shall entitle the holder, in proportion to such holder's fractional
  shares, to exercise voting rights, receive dividends, participate in
  distributions and to have the benefit of all other rights of holders of the
  Series A Junior Participating Preferred Stock."
  
  Executed on this day, September 30, 1996.  The under signed affirm under
  penalties of perjury that the foregoing instrument is the act and deed of the
  Corporation and that the facts stated therein are true.
  
  ELECTRONIC CLEARING HOUSE, INC.
  
  By:  /s/ Joel M. Barry
       JOEL M. BARRY
       Chairman of the Board & C.E.O.
  
  By:  /s/ Donna Camras
       DONNA CAMRAS
       Corporate Secretary
  
  STATE OF CALIFORNIA      )
                           )  ss
  COUNTY OF LOS ANGELES    )
  
       On this day, September 30, 1996, before me a Notary Public in and for said
  County and State, personally appeared Joel M. Barry proved to me on the basis
  of satisfactory evidence to be the person whose name is subscribed to the
  within instrument and acknowledged to me that he executed the same in his
  authorized capacity, and that by his signature on the instrument the person, or
  entity on behalf of which the person acted, executed the instrument.
  
       IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
  and year first above written.
  
  (Notary Seal)                 Signed:   /s/ Nalini Khurana
  
  STATE OF CALIFORNIA      )
                           )  ss
  COUNTY OF LOS ANGELES    )
  
       On this day, September 30, 1996, before me a Notary Public in and for said
  County and State, personally appeared Donna Camras proved to me on the basis of
  satisfactory evidence to be the person whose name is subscribed to the within
  instrument and acknowledged to me that she executed the same in her authorized
  capacity, and that by her signature on the instrument the person, or entity on
  behalf of which the person acted, executed the instrument.
  
       IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
  and year first above written.
  
  (Notary Seal)                 Signed:   /s/ Nalini Khurana
  
                                      Exhibit B
  
                             FORM OF RIGHTS CERTIFICATE
  
  Certificate No. R-  Rights
  
       NOT EXERCISABLE AFTER SEPTEMBER 30, 2006 OR EARLIER IF REDEMPTION OR
  EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND
  TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
  
                                 RIGHTS CERTIFICATE
  
                           Electronic Clearing House, Inc.
  
       This certifies that _______________, or registered assigns, is the
  registered owner of the number of Rights set forth above, each of which
  entitles the owner thereof, subject to the terms, provisions and conditions of
  the Rights Agreement, dated as of September 30, 1996 ("Rights Agreement"),
  between Electronic Clearing House, Inc., a Nevada corporation ("Company"), and
  Oxford Transfer and Registrar ("Rights Agent"), to purchase from the Company at
  any time after the Distribution Date (as such term is defined in the Rights
  Agreement) prior to 5:00 p.m., Los Angeles time, on September 30, 2006 at the
  principal office of the Rights Agent, or at the office of its successor as
  Rights Agent, one one-hundredth of a fully paid non-assessable share of Series
  A Junior Participating Preferred Stock ("Preferred Stock"), of the Company, at
  a purchase price of $0.50 per one one-hundredth of a Preferred Share ("Purchase
  Price"), upon presentation and surrender of this Rights Certificate with the
  Form of Election to Purchase Duly executed.  The number of Rights evidenced by
  this Rights Certificate (and the number of one one-hundredth of a Preferred
  Share which may be purchased upon exercise hereof) set forth above, and the
  Purchase Price set forth above, are the number and Purchase Price as of
  September 30, 1996, based on the Preferred Shares as constituted at such date. 
  As provided in the Rights Agreement, the Purchase Price and the number of one
  one-hundredth of a Preferred Share which may be purchased upon the exercise of
  the Rights evidenced by this Rights Certificate are subject to modification and
  adjustment upon the happening of certain events.
  
       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.  Copies
  of the Rights Agreement are on file at the principal executive offices of the
  Company and the above-mentioned offices of the Rights Agent.
  
       This Rights Certificate, with or without other Rights Certificates, upon
  surrender at the principal office of the Rights Agent, 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
  Preferred Shares as the Rights evidenced by the Rights Certificate or Rights
  Certificates surrendered shall have entitled such holder to purchase.  If this
  Rights Certificate shall be exercised in part, the holder shall be entitled to
  receive upon surrender hereof another Rights Certificate or Rights Certificates
  for the number of whole Rights exercised.
  
       Subject to the provisions of the Rights Agreement, the Rights evidenced by
  this Certificate (i) may be redeemed by the Company at a redemption price of
  $0.001 per Right or (ii) may be exchanged in whole or in part for Preferred
  Shares or shares of the Company's Common Stock, no par value.
  
       No fractional Preferred Shares will be issued upon the exercise of any
  Right or Rights evidenced hereby (other than fractions which are integral
  multiples of one one-hundredth of a Preferred Share, 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 of this Rights Certificate shall be entitled to vote or receive
  dividends or be deemed for any purpose the holder of the Preferred Shares or of
  any other securities of the Company which may at any time be issuable on the
  exercise thereof, 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 shareholder of the Company or any right to vote for the election of
  directors or upon any matter submitted to shareholders at any meeting thereof,
  or to give or withhold consent to any corporate action, or to receive notice of
  meetings or other actions affecting shareholders (except as provided in the
  Rights Agreement), or to receive dividends or subscription rights, or
  otherwise, until the Right or Rights evidenced by this Rights Certificate shall
  have been exercised as provided in the Rights Agreement.
  
       This Rights Certificate shall not be valid or obligatory for any purpose
  until it shall have been countersigned by the Rights Agent.
  
       WITNESS the facsimile signature of the proper officers of the Company and
  its corporate seal.  Dated as of
  
  ATTEST:             Electronic Clearing House, Inc.
            
  
                      By: _____________________
                           Authorized Signature     
  
                      Countersigned:
                      OXFORD TRANSFER & REGISTRAR
  
                      By: _____________________
                           Authorized Signature
  
                     Form of Reserve Side of Rights Certificate
  
                                 FORM OF ASSIGNMENT 
  
                  (To be executed by the registered holder if such
                 holder desires to transfer the Rights Certificate.)
  
  FOR VALUE RECEIVED _______________________________________ hereby sells,
  assigns and transfers unto
  
  ___________________________________________________________________________
                   (Please print name and address of transferee)  
  
  this Rights Certificate, together with all Rights, title and interest therein,
  and does hereby irrevocably constitute and appoint ____________________
  Attorney, to transfer the within Rights Certificate on the books of the within-
  named Company, with full power of substitution.
  
  Dated:
  
  Signature: _____________________
  
  Signature Guaranteed:
  
  ______________________________
  
  Signatures must be guaranteed by an eligible institution (as defined in Rule
  17Ad-15 under the Securities Exchange Act of 1934) which may include a
  commercial bank, trust company, savings association, credit union or a member
  firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock
  Exchange or Midwest Stock Exchange.
  
  The undersigned hereby certifies that the Rights evidenced by this Rights
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate
  or Association thereof (as defined in the Rights Agreement).
  
  ______________________________
  Signature
  
               Form of Reverse Side of Rights Certificate -- continued
  
                            FORM OF ELECTION TO PURCHASE 
  
                  (To be executed by the registered holder if such 
                 holder desires to transfer the Rights Certificate.)
  
  To ELECTRONIC CLEARING HOUSE, INC.:
  
       The undersigned hereby irrevocably elects to exercise Rights represented
  by this Rights Certificate to purchase the Preferred Shares issuable upon the
  exercise of such Rights and requests that certificates for such Preferred
  Shares be issued in the name of:
  
  Please insert social security or other identifying number
  
  ______________________________________________________________________________
  (Please print name and address)
  
  ______________________________________________________________________________
  
  If such number of Rights shall not be all the Rights evidenced by this Rights
  Certificate, a new Rights Certificate for the balance remaining of such Rights
  shall be registered in the name of and delivered to:
  
  Please insert social security or other identifying number
  
  ______________________________________________________________________________
  (Please print name and address)
  
  ______________________________________________________________________________
  
  Dated: __________________________
  
  ______________________________
  Signature
  
  Signature Guaranteed:
  
  ______________________________
  
  Signatures must be guaranteed by an eligible institution (as defined in Rule
  17Ad-15 under the Securities Exchange Act of 1934) which may include a
  commercial bank, trust company, savings association, credit union or a member
  firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock
  Exchange or Midwest Stock Exchange.
  
                  Form of Reverse Side of Certificate -- continued
  
  The undersigned hereby certifies that the Rights evidenced by this Rights
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate
  or Association thereof (as defined in the Rights Agreement).
  
  ______________________________
  Signature
  
                                       NOTICE
  
  The signature in the foregoing Forms of Assignment and Election must conform to
  the name as written upon the face of this Rights Certificate in every
  particular, without alteration or enlargement or any change whatsoever.
  
  In the event the certification set forth above in the Form of Assignment or the
  Form of Election to Purchase, as the case may be, is not completed, the Company
  and the Rights Agent will deem the beneficial owner of the Rights evidenced by
  this Rights Certificate to be an Acquiring Person or an Affiliate or Associate
  thereof (as defined in the Rights Agreement) and such Assignment or Election to
  Purchase will not be honored.
  
                                      Exhibit C
  
                   SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES
  
       On September 30, 1996, the Board of Directors of Electronic Clearing
  House, Inc. ("Company") declared a dividend of one preferred share purchase
  right ("Right") for each outstanding share of common stock, par value of $0.01
  ("Common Stock"), of the Company.  The dividend is payable on September 30,
  1996 ("Record date") to the stockholders of record on that date.  Each Right
  entitles the registered holder to purchase from the Company one one-hundredth
  of a share of series A Junior Participating Preferred Stock, no par value
  ("Preferred Stock"), of the Company at a price of $0.50 per one one-hundredth
  of a share of Preferred Stock ("Purchase Price"), subject to adjustment.  The
  description and terms of the Rights are set forth in a Rights Agreement dated
  as of September 30, 1996 ("Rights Agreement") between the Company and Oxford
  Transfer & Registrar, as Rights agent ("Rights Agent").
  
       Initially, the Rights will be attached to all certificates representing
  Common Stock then outstanding, regardless of whether any such certificates have
  a copy of this Summary of Rights attached thereto, and no separate Rights
  Certificates will be distributed.  The Rights will separate from the Common
  Stock and a Distribution Date will occur upon the earlier of (i) 10 days
  following a public announcement that, without the prior consent of the Board of
  Directors, a person or group of affiliated or associated persons ("Acquiring
  Person") have acquired beneficial ownership of twenty-percent (20%) or more of
  the outstanding Common Stock ("Stock Acquisition Date"), or (ii) 10 business
  days (or such later date as may be determined by action of the Board of
  Directors prior to such time as any Person becomes an Acquiring Person)
  following the commencement of, or announcement of an intention to make a tender
  offer or exchange offer the consummation of which would result in the
  beneficial ownership by a person or group of twenty-percent (20%) or more of
  such outstanding Common Stock.
  
       The Rights Agreement provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Common Stock.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), new
  Common Stock certificates issued after the Record Date, upon transfer or new
  issuance of Common Stock, will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificate for
  Common Stock, outstanding as of the Record Date, even without such notation or
  a copy of this Summary of Rights being attached thereto, will also constitute
  the transfer of the Rights associated with the Common Stock represented by such
  certificate.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Rights Certificates") will be mailed to
  holders of record of the Common Stock as of the close of business on the
  Distribution Date and such separate Rights Certificates alone will evidence the
  Rights.
  
       The Rights are not exercisable until the Distribution Date.  The Rights
  will expire on September 30, 2006 ("Final Expiration Date"), unless the Rights
  are earlier redeemed or exchanged by the Company, in each case, as described
  below.
  
       The Purchase Price payable, and the manner of Preferred Stock or other
  securities or property issuable, upon exercise of the Rights are subject to
  adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the
  Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
  certain rights or warrants to subscribe for or purchase Preferred Stock at a
  price, or securities convertible into Preferred Stock with a conversion price,
  less than the then current market price of the Preferred Stock or (iii) upon
  the distribution to holders of the Preferred Stock of evidence of indebtedness
  or assets (excluding regular periodic cash dividends paid out of earnings or
  retained earnings or dividends payable in Preferred Stock) or of subscription
  rights or warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of one one-hundredth of a
  share of Preferred Stock issuable upon exercise of each Right are also subject
  to adjustment in the event of a stock split of the Common Stock or a stock
  dividend on the Common Stock payable in Common Stock or a subdivision,
  consolidation or combination of the Common Stock occurring, in any such case,
  prior to the Distribution Date.
  
       Because of the nature of the Preferred Stock's dividend, liquidation and
  voting rights, the value of the one one-hundredth interest in a share of
  Preferred Stock purchasable upon exercise of each Right should approximate the
  value of one share of Common Stock.
  
       Preferred Stock purchasable upon exercise of the Rights will not be
  redeemable.  Each share of preferred Stock will be entitled to a minimum
  preferential dividend payment of 100 times the dividend declared per share of
  Common Stock.  In the event of liquidation, the holder of the Preferred Stock
  will be entitled to a minimum preferential liquidation payment of $100 per
  share but will be entitled to an aggregate payment of 100 times the payment
  made per share of Common Stock.  Each share of Preferred Stock will have 100
  votes, voting together with the Common Stock.  Finally, in the event of any
  merger, consolidation or other transaction in which Common Stock are exchanged,
  each share of Preferred Stock will be entitled to receive 100 times the amount
  received per share of Common Stock.  These rights are protected by customary
  antidilution provisions.
  
       In the event that any person becomes the beneficial owner of twenty-
  percent (20%) or more of the Common Stock of the Company, ten (10) days
  thereafter ("Flip-In Event") each holder of a Right will thereafter have the
  right to receive, upon exercise thereof at the then current Purchase Price of
  the Right, Common Stock (or, in certain circumstances, a combination of cash,
  other property, Common Stock or other securities) which has a value of two
  times the Purchase Price of the Right (such right being called the "Flip-In
  Right").  In the event that the Company is acquired in a merger or other
  business combination transaction where the Company is not the surviving
  corporation or in the event that 50% or more of its assets or earning power is
  sold, proper provision shall be made so that each holder of a Right will
  thereafter have the right to receive, upon the exercise thereof at the then
  current Purchase Price of the Right, common stock of the acquiring entity which
  has a value of two times the Purchase Price of the Right.  Upon the occurrence
  of the Flip-In Event, any Rights that are or were at any time owned by an
  Acquiring Person shall become null and void insofar as they relate to the Flip-
  In Right.
  
       At any time after the acquisition by a person or group of affiliated or
  associated persons of beneficial ownership of twenty-percent (20%) or more of
  the outstanding Common Stock and prior to the acquisition by such person or
  group of twenty-percent (20%) or more of the outstanding Common Stock, the
  Board of Directors of the Company may exchange the Rights (other than Rights
  owned by such person or group which have become void), in whole or in part, at
  an exchange ratio of one share of Common Stock, or one one-hundredth of a share
  of Preferred Stock (or of a share of a class or series of the Company's
  preferred stock having equivalent rights, preferences and privileges), per
  Right (subject to adjustment).
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least one-
  percent (1%) in such Purchase Price.  No fractional shares of Preferred Stock
  will be issued (other than fractions which are integral multiples of one one-
  hundredth of a share of Preferred Stock, which may, at the election of the
  Company, be evidenced by depositary receipts) and in lieu thereof, an
  adjustment in cash will be made based on the market price of the Preferred
  Stock on the last trading day prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) the tenth day after the
  Stock Acquisition Date, or (ii) the expiration of the Rights, the Company may
  redeem the Rights in whole, but not in part, at a price of $0.001 per Right
  ("Redemption Price").  The redemption shall be effective at such time, on such
  basis and with such conditions as the Board of Directors in its sole discretion
  may establish.  Additionally, the Board of Directors may, following the Stock
  Acquisition Date, redeem the then outstanding Rights in whole, but not in part,
  at the Redemption Price providing that either (a) the Acquiring Person reduces
  his beneficial ownership to less than twenty-percent (20%) of the voting power
  of the Company in a manner which is satisfactory to the Directors and there are
  not other Acquiring Persons, or (b) such redemption is incidental to a merger
  or other business combination transaction or series of transactions involving
  the Company but not involving an Acquiring Person or any person who was an
  Acquiring Person.  The redemption of Rights described in the preceding sentence
  shall be effective only after ten (10) business days prior notice.  Upon the
  effective date of the redemption of the Rights, the right to exercise the
  Rights will terminate and the only right of the holders of Rights will be to
  receive the Redemption Price.
  
       Until a Right is exercised, the Holder of a right will not, by reason of
  being such a holder, have rights as a stockholder of the Company, including,
  without limitation, the right to vote or to receive dividends.
  
       The terms of the Rights may be amended by the Board of Directors of the
  Company in any manner without the consent of the holder of the Rights,
  including an amendment to lower certain thresholds described above to not less
  than the greater of (i) any percentage greater than the largest percentage of
  the outstanding Common Stock then known to the Company to be beneficially owned
  by any person or group of affiliated or associated persons and (ii) twenty-
  percent (20%), except that from and after such time as any person becomes an
  Acquiring Person no such amendment may adversely affect the interests of the
  holders of the Rights.
  
       As of  September 16, 1996, there were 11,501,804 shares of Common Stock
  issued and outstanding (including treasury stock).  Each outstanding share of
  Common Stock on September 30, 1996 will receive one Right.  As long as the
  Rights are attached to the Common Stock, the Company will issue one Right for
  each share of Common Stock issued between the Record Date and the Distribution
  Date so that all such shares will have attached Rights.  As provided above,
  however, upon and following the occurrence of the Flip-In Event, any such
  Rights that are or were at any time owned by an Acquiring Person shall become
  null and void insofar as they relate to the Flip-In Right.  There will be
  200,000 shares of Preferred Stock reserved for issuance upon exercise of the
  Rights.
  
       The Rights Agreement is designed to protect shareholders in the event of
  an unsolicited attempt to acquire the Company for an inadequate price and to
  protect against abusive practices that do not treat all shareholders equally
  such as, among others, partial and two-tier tender offers, coercive offers, and
  creeping stock accumulation programs.  Such practices can pressure stockholders
  into tendering their investment prior to realizing the full value or total
  potential of such investments.  The Rights Agreement is intended to make the
  cost of such abusive practices prohibitive and create an incentive for a
  potential acquiror to negotiate in good faith with the Board.  The Rights
  Agreement is not intended to, and will not, prevent all unsolicited offers to
  acquire the Company.  If an unsolicited offer is made, and the Board determines
  that it is fair and in the best interest of the Company and its shareholders,
  then, pursuant to the terms of the Rights Agreement, the Board has the
  authority to redeem the Rights and permit the offer to proceed.  Essentially,
  the Rights Agreement will provide the Board with sufficient opportunity to
  evaluate the fairness of any unsolicited offer and the credibility of the
  bidder, and will therefore enable the Board to represent the interests of all
  shareholders more effectively.  Of course, in deciding whether to redeem the
  Rights in connection with any unsolicited offer, the Board will be bound by its
  fiduciary obligations to act in the best interests of the Company and its
  shareholders.
  
       A copy of the Rights Agreement is filed with the Securities and Exchange
  Commission as an Exhibit to Form 8-K.  A copy of the Rights Agreement is
  available free of charge from the Company.  This summary description of the
  Rights does not purport to be complete and is qualified in its entirety by
  reference to the Rights Agreement.