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): March 4, 2002
                                                             -------------
  
  
                                 IMMUNOMEDICS, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
  Delaware                           0-12104                     61-1009366
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  (State or other                  (Commission                  (IRS Employer
  jurisdiction                    File Number)               Identification No.)
  of incorporation)
  
  
  300 American Road, Morris Plains, New Jersey                      07950
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  (Address of principal executive offices)                        (Zip Code)
  
  
       Registrant's telephone number, including area code: (973) 605-8200
                                                           --------------
  
  
                                   Not applicable
  -------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
                                         1
  
  <PAGE>
  
  Item 5. Other Events.
          ------------
  
       On February 28, 2002,  the Board of Directors of  Immunomedics,  Inc.  (the
  "Company") declared a dividend of one preferred share purchase right (a "Right")
  for each  outstanding  share of Common  Stock,  par value  $0.01 per share  (the
  "Common  Shares")  outstanding  on March  15,  2002 (the  "Record  Date") to the
  stockholders of record on that date.  Each Right entitles the registered  holder
  to purchase  from the Company one  one-thousandth  of a share of Series G Junior
  Participating  Preferred  Stock,  par  value  $0.01 per  share  (the  "Preferred
  Shares"),  of the  Company,  at a price of $150.00 per one  one-thousandth  of a
  Preferred Share (the "Purchase Price"),  subject to adjustment.  The description
  and  terms  of the  Rights  are set  forth in a Rights  Agreement  (the  "Rights
  Agreement")  between the Company and American  Stock Transfer and Trust Company,
  as Rights  Agent (the  "Rights  Agent").  All  capitalized  terms not  otherwise
  defined  herein shall be deemed to have the meaning  ascribed  such terms in the
  Rights Agreement.
  
       Until the earlier to occur of (i) 10 days  following a public  announcement
  that a person  or group of  affiliated  or  associated  persons  (an  "Acquiring
  Person")  has  acquired  beneficial  ownership of 15% or, in the case of certain
  existing stockholders,  together with their respective Affiliates or Associates,
  who,  as of  February  28,  2002,  beneficially  owned 15% or more of the Common
  Shares ("Existing Holders") and such other Person who or which is the Beneficial
  Owner of Common  Shares  beneficially  owned by any such  existing  stockholders
  (such Existing Holders and Persons,  collectively,  "Grandfathered Stockholders"
  and such other Person who are not Existing Holders as described  above,  "Second
  Tier Grandfathered Stockholders",  such higher percentage as is specified in the
  Rights Agreement,  or more of the outstanding  Common Shares 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 15% or,  in the  case of a  Grandfathered
  Stockholder  or a Second  Tier  Grandfathered  Stockholder,  respectively,  such
  percentage as is specified in the Rights  Agreement,  or more of the outstanding
  Common Shares (the earlier of such dates being called the "Distribution  Date"),
  the  Rights  will  be  evidenced,  with  respect  to  any of  the  Common  Share
  certificates outstanding as of the Record Date, by such Common Share certificate
  with a copy of this Summary of Rights attached thereto.
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier  redemption  or  expiration  of the  Rights),  new Common Share
  certificates  issued  after the Record Date or upon  transfer or new issuance of
  Common  Shares 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  certificates  for Common Shares
  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 Shares represented by such certificate. As
  soon as  practicable  following the  Distribution  Date,  separate  certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of record
  of the Common  Shares as of the Close of Business on the  Distribution  Date and
  such separate Right Certificates alone will evidence the Rights.
  
                                         2
  <PAGE>
  
       The Rights are not exercisable until the Distribution Date. The Rights will
  expire  on March 1,  2012  (the  "Final  Expiration  Date"),  unless  the  Final
  Expiration  Date is extended  or unless the Rights are  earlier  redeemed by the
  Company, in each case, as described below.
  
       The Purchase  Price  payable,  and the number of Preferred  Shares 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
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
  securities  convertible into Preferred Shares with a conversion price, less than
  the  then  current  market  price of the  Preferred  Shares  or  (iii)  upon the
  distribution to holders of the Preferred  Shares of evidences of indebtedness or
  assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
  retained  earnings or dividends  payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of one one-thousandths of a
  Preferred  Share  issuable  upon  exercise  of each  Right are also  subject  to
  adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
  dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
       Preferred  Shares  purchasable  upon  exercise  of the  Rights  will not be
  redeemable.  Each  Preferred  Share will be  entitled  to a  quarterly  dividend
  payment of 1,000 times the dividend  declared per Common Share.  In the event of
  liquidation,  the  holders  of the  Preferred  Shares  will  be  entitled  to an
  aggregate  payment of 1,000 times the  aggregate  payment made per Common Share.
  Each  Preferred  Share will have 1,000 votes,  voting  together  with the Common
  Shares. In the event of any merger,  consolidation or other transaction in which
  Common Shares are exchanged,  each  Preferred  Share will be entitled to receive
  1,000 times the amount received per Common Share.  These rights are protected by
  customary anti-dilution provisions.
  
       Because of the nature of the Preferred  Shares'  dividend,  liquidation and
  voting rights, the value of the one one-thousandth interest in a Preferred Share
  purchasable  upon  exercise of each Right  should  approximate  the value of one
  Common Share.
  
       From and after the occurrence of an event described in Section 11(a)(ii) of
  the Rights Agreement, if the Rights evidenced by a Right Certificate are or were
  at any time on or after the  earlier  of (x) the date of such  event and (y) the
  Distribution  Date acquired or beneficially  owned by an Acquiring  Person or an
  Associate or Affiliate of an Acquiring  Person (as such terms are defined in the
  Rights Agreement),  such Rights shall become void, and any holder of such Rights
  shall thereafter have no right to exercise such Rights.
  
       In the event that, at any time after a Person becomes an Acquiring  Person,
  the Company is acquired in a merger or other business combination transaction or
  50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
  provision will be made so that each holder of a Right will  thereafter  have the
  right to receive,  upon the exercise  thereof at the then current exercise price
  of the Right,  that number of shares of common  stock of the  acquiring  company
  which at the time of such  transaction will have a market value of two times the
  exercise  price of the Right.  In the event that any person becomes an Acquiring
  
                                         3
  <PAGE>
  
  
  Person,  proper  provision  shall be made so that each holder of a Right,  other
  than Rights  beneficially  owned by the Acquiring  Person and its Affiliates and
  Associates  (which will  thereafter be void),  will thereafter have the right to
  receive upon  exercise that number of Common Shares having a market value of two
  times the exercise price of the Right.  If the Company does not have  sufficient
  Common Shares to satisfy such obligation to issue Common Shares, or if the Board
  of Directors so elects,  the Company  shall deliver upon payment of the exercise
  price of a Right an  amount  of cash or  securities  equivalent  in value to the
  Common Shares  issuable upon exercise of a Right;  provided that, if the Company
  fails to meet such obligation within 30 days following the date a Person becomes
  an Acquiring  Person,  the Company must  deliver,  upon  exercise of a Right but
  without  requiring  payment of the exercise price then in effect,  Common Shares
  (to the extent available) and cash equal in value to the difference  between the
  value of the Common Shares  otherwise  issuable upon the exercise of a Right and
  the exercise price then in effect.  The Board of Directors may extend the 30-day
  period  described  above for up to an additional 60 days to permit the taking of
  action that may be necessary to authorize sufficient additional Common Shares to
  permit the issuance of Common Shares upon the exercise in full of the Rights.
  
       At any time after any Person  becomes an Acquiring  Person and prior to the
  acquisition  by any  person or group of a  majority  of the  outstanding  Common
  Shares,  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  Common  Share  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 1% in
  such Purchase Price. No fractional  Preferred  Shares will be issued (other than
  fractions  which are  integral  multiples of one  one-thousandth  of a Preferred
  Share,  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  Shares on the last trading day prior to the date
  of exercise.
  
       At any time prior to the time any Person becomes an Acquiring  Person,  the
  Board of  Directors  of the Company  may redeem the Rights in whole,  but not in
  part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of
  the  Rights  may be made  effective  at such  time,  on such basis and with such
  conditions  as the Board of  Directors  in its sole  discretion  may  establish.
  Immediately upon any 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.
  
       The terms of the Rights may be  amended  by the Board of  Directors  of the
  Company  without the consent of the holders of the Rights,  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  (other than the
  Acquiring Person and its Affiliates and Associates).
  
       Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       The Rights  Agreement,  dated  March 4, 2002,  specifying  the terms of the
  Rights and including the form of the Certificate of  Designations  setting forth
  
                                         4
  <PAGE>
  
  the terms of the Preferred Shares as an exhibit  thereto,  is attached hereto as
  an exhibit and is incorporated herein by reference. The foregoing description of
  the Rights does not purport to be complete  and is  qualified in its entirety by
  reference to the attached exhibit.
  
       On March  4,  2002,  the  Company  publicly  disseminated  a press  release
  announcing  that  the  Board  of  Directors  of the  Company  adopted  the  2002
  Stockholders Rights Plan to protect its stockholders.  The information contained
  in the press  release is  incorporated  herein by reference and filed as Exhibit
  99.1 hereto.
  
  Item 7.  Financial Statements, Pro Form Financial Information and Exhibits.
           -----------------------------------------------------------------
  
  (a)      Financial statements of business acquired.
           -----------------------------------------
  
  Not Applicable
  
  (b)      Pro forma financial information.
           -------------------------------
  
  Not Applicable.
  
  (c)      Exhibits.
           --------
  
                Exhibit
                No.                               Description
                -------                           -----------
  
                4.1   Rights  Agreement,  dated  as  of  March  4,  2002,  between
                      Immunomedics,  Inc.  and  American  Stock  Transfer  & Trust
                      Company,   which   includes  the  form  of   Certificate  of
                      Designations  setting forth the terms of the Series G Junior
                      Participating  Preferred Stock,  $0.01 par value, as Exhibit
                      A,  the  form of  Right  Certificate  as  Exhibit  B and the
                      Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
                99.1  Registrant's Press Release, issued March 4, 2002.
  
                                         5
  
  <PAGE>
  
  
  
                                     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.
  
  
                                      IMMUNOMEDICS, INC.
  
  
  Dated:  March 7, 2002               By:   /s/ Gerard G. Gorman
                                            --------------------------------------
                                            Gerard G. Gorman
                                            Chief Financial Officer
  
  
  
  
                                         6
  
  <PAGE>
  
  
  
  
                                    EXHIBIT INDEX
  
  
  
  
      Exhibit No.                       Description
      ----------                        -----------
  
          4.1         Rights  Agreement,  dated  as  of  March  4,  2002,  between
                      Immunomedics,  Inc.  and  American  Stock  Transfer  & Trust
                      Company,   which   includes  the  form  of   Certificate  of
                      Designations  setting forth the terms of the Series G Junior
                      Participating  Preferred Stock,  $0.01 par value, as Exhibit
                      A,  the  form of  Right  Certificate  as  Exhibit  B and the
                      Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
          99.1        Registrant's Press Release, issued March 4, 2002.
  
  
  
                                         7
  
  
  <PAGE>
  
                                    EXHIBIT 4.1
                                    -----------
  
  
  
  
                                 IMMUNOMEDICS, INC.
  
  
                                         and
  
  
                      AMERICAN STOCK TRANSFER AND TRUST COMPANY
  
  
  
                                    Rights Agent
  
  
  
                                  RIGHTS AGREEMENT
  
  
  
  
                              Dated as of March 4, 2002
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
                                  TABLE OF CONTENTS
                                  -----------------
                                                                                      Page
                                                                                      ----
  <S>               <C>                                                                 <C>
  
  Section 1.        Certain Definitions..................................................1
  Section 2.        Appointment of Rights Agent..........................................4
  Section 3.        Issue of Right Certificates..........................................4
  Section 4.        Form of Right Certificates...........................................6
  Section 5.        Countersignature and Registration....................................6
  Section 6.        Transfer,  Split Up,  Combination  and Exchange of Right
                    Certificates;  Mutilated,  Destroyed,  Lost or Stolen Right
                    Certificates.........................................................7
  Section 7.        Exercise of Rights; Purchase Price; Expiration Date of Rights........7
  Section 8.        Cancellation and Destruction of Right Certificates...................9
  Section 9.        Status and Availability of Preferred Shares..........................9
  Section 10.       Preferred Shares Record Date........................................10
  Section 11.       Adjustment of Purchase Price, Number of Shares or Number of Rights..10
  Section 12.       Certificate of Adjustment...........................................16
  Section 13.       Consolidation, Merger or Sale or Transfer of Assets.................17
  Section 14.       Fractional Rights and Fractional Shares.............................17
  Section 15.       Rights of Action....................................................18
  Section 16.       Agreement of Right Holders..........................................19
  Section 17.       Right Certificate Holder Not Deemed a Stockholder...................19
  Section 18.       Concerning the Rights Agent.........................................20
  Section 19.       Merger or Consolidation or Change of Name of Rights Agent...........20
  Section 20.       Duties of Rights Agent..............................................21
  Section 21.       Change of Rights Agent..............................................23
  Section 22.       Issuance of New Right Certificates..................................23
  Section 23.       Redemption..........................................................24
  Section 24.       Exchange............................................................24
  Section 25.       Notice of Certain Events............................................26
  Section 26.       Notices.............................................................26
  Section 27.       Supplements and Amendments..........................................27
  Section 28.       Successors..........................................................28
  Section 29.       Benefits of this Agreement..........................................28
  Section 30.       Severability........................................................28
  Section 31.       Governing Law.......................................................28
  Section 32.       Counterparts........................................................28
  Section 33.       Descriptive Headings................................................28
  Section 34.       Administration......................................................28
  
  </TABLE>
  
                                       - i -
  
  <PAGE>
  
  
                                  RIGHTS AGREEMENT
  
  
       Agreement,  dated  as of March  4,  2002,  between  Immunomedics,  Inc.,  a
  Delaware  corporation  (the  "Company"),  and  American  Stock  Transfer & Trust
  Company (the "Rights Agent").
  
       The Board of  Directors  of the  Company  has  authorized  and  declared  a
  dividend of one  preferred  share  purchase  right (a "Right") for each share of
  Common  Stock,  par value  $0.01 per share,  of the  Company (a "Common  Share")
  outstanding  on the Close of Business on March 15, 2002 (the "Record  Date") and
  has authorized the issuance of one Right with respect to each additional  Common
  Share that shall become outstanding  between the Record Date and the earliest of
  the Close of Business on the  Distribution  Date,  the  Redemption  Date and the
  Close of Business on the Final Expiration Date, and certain additional shares of
  Common  Stock that  shall  become  outstanding  after the  Distribution  Date as
  provided in Section 22 of this Agreement,  each Right  representing the right to
  purchase one  one-thousandth of a Preferred Share (as hereinafter  defined),  or
  such  different  amount  and/or  kind of  securities  as  shall  be  hereinafter
  provided.
  
       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:
  
       "Acquiring  Person"  shall mean any Person who or which,  together with all
  Affiliates and Associates of such Person,  shall be the Beneficial Owner of 15%,
  or in the case of (i) a  Grandfathered  Stockholder  other  than a  Second  Tier
  Grandfathered Stockholder, 19%, or (ii) a Second Tier Grandfathered Stockholder,
  the  greater  of 15% or such  percentage  as is equal to the  percentage  of the
  outstanding   Common  Shares  represented  by  such  Second  Tier  Grandfathered
  Stockholder's  Second Tier  Shares plus 1%, or more of the Common  Shares of the
  Company  then  outstanding  but  shall not  include  (i) the  Company,  (ii) any
  Subsidiary of the Company,  (iii) any employee benefit plan of the Company or of
  any  Subsidiary of the Company,  or (iv) any entity holding Common Shares for or
  pursuant to the terms of any such  employee  benefit plan.  Notwithstanding  the
  foregoing,  (1) no Person shall become an "Acquiring Person" as the result of an
  acquisition  of Common  Shares by the Company  which,  by reducing the number of
  shares  outstanding,  increases the proportionate  number of shares beneficially
  owned by such Person to 15% (or such other  percentage as would otherwise result
  in such person becoming an Acquiring Person) or more of the Common Shares of the
  Company then outstanding;  provided,  however,  that if a Person shall so become
  the  Beneficial  Owner of 15% (or such other  percentage)  or more of the Common
  Shares of the Company then  outstanding  by reason of an  acquisition  of Common
  Shares by the  Company and shall,  after such share  purchases  by the  Company,
  become the Beneficial Owner of an additional 1% of the outstanding Common Shares
  of the Company,  then such Person shall be deemed to be an  "Acquiring  Person,"
  and (2) if the Board of Directors of the Company determines in good faith that a
  Person who would otherwise be an "Acquiring  Person," as defined pursuant to the
  foregoing provisions of this paragraph, has become such inadvertently,  and such
  Person divests as promptly as  practicable a sufficient  number of Common Shares
  so that such  Person  would no  longer  be an  "Acquiring  Person,"  as  defined
  pursuant to the foregoing  provisions of this paragraph,  then such Person shall
  not be deemed to have  become an  "Acquiring  Person"  for any  purposes of this
  Agreement.
  
                                      - 1 -
  
  <PAGE>
  
       "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 (the "Exchange  Act"), as in effect
  on the date of this Agreement.
  
       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),  written or otherwise, or upon the exercise
       of  conversion  rights,  exchange  rights,  rights (other than the Rights),
       warrants or options, or otherwise;  provided,  however, that a Person shall
       not be  deemed to be the  Beneficial  Owner  of,  or to  beneficially  own,
       securities  tendered  pursuant to a tender or exchange  offer made pursuant
       to,  and  in  accordance   with,  the  applicable   rules  and  regulations
       promulgated under the Exchange Act 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  (other than
       customary  agreements  with and  between  underwriters  and  selling  group
       members with respect to a bona fide public offering of securities), written
       or otherwise, for the purpose of acquiring,  holding, voting (except to the
       extent  contemplated  by the  proviso  to  section  (B) of the  immediately
       preceding paragraph (ii)) or disposing of any securities of the Company.
  
       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.
  
                                       - 2 -
  <PAGE>
  
       "Business Day" shall mean any day other than a Saturday,  Sunday,  or a day
  on which  banking  institutions  in the  State of New  York  are  authorized  or
  obligated by law or executive order to close.
  
       "Close of  Business"  on any given  date  shall  mean  5:00  P.M.,  Eastern
  Standard  Time,  on such  date;  provided,  however,  that if such date is not a
  Business  Day it shall  mean  5:00  P.M.,  Eastern  Standard  Time,  on the next
  succeeding Business Day.
  
       "Common  Shares"  when used with  reference  to the Company  shall mean the
  shares of Common  Stock,  par value  $.01 per  share,  of the  Company.  "Common
  Shares" when used with reference to any Person other than the Company shall mean
  the capital stock (or equity  interest)  with the greatest  voting power of such
  other  Person or, if such other Person is a Subsidiary  of another  Person,  the
  Person or Persons which ultimately control such first-mentioned Person.
  
       "Common  Share  Equivalents"  shall have the  meaning  set forth in Section
  11(a)(iii)(B)(3) hereof.
  
       "Current   Value"   shall   have  the   meaning   set   forth  in   Section
  11(a)(iii)(A)(1) hereof.
  
       "Distribution  Date"  shall  have the  meaning  set forth in  Section  3(a)
  hereof.  "equivalent  preferred  shares"  shall  have the  meaning  set forth in
  Section 11(b) hereof.
  
       "Exchange Ratio" shall have the meaning set forth in Section 24(a) hereof.
  
       "Final Expiration Date" shall mean March 1, 2012.
  
       "Grandfathered  Stockholder" shall mean (i) each stockholder that, together
  with its  Affiliates and Associates  (each an "Existing  Holder"),  beneficially
  owns,  as of the date of adoption of this  Agreement,  15% or more of the Common
  Shares;  and (ii) any  Person  not  covered  by (i)  above,  who or which is the
  Beneficial Owner of Common Shares beneficially owned by an Existing Holder (each
  such  Person  a  "Second  Tier  Grandfathered  Stockholder"  and the  shares  so
  beneficially  owned, such Second Tier GrandFathered  Stockholder's  "Second Tier
  Shares").
  
       "Person" shall mean any individual, firm, corporation, partnership, limited
  partnership,  limited liability  partnership,  business trust, limited liability
  company,  unincorporated  association  or other  entity,  and shall  include any
  successor (by merger or otherwise) of such entity.
  
       "Purchase Price" shall have the meaning set forth in Section 7(b) hereof.
  
       "Preferred  Shares"  shall  mean  shares of  Series G Junior  Participating
  Preferred  Stock,  par value $0.01 per share,  of the Company having such rights
  and  preferences as are set forth in the form of Certificate of Designation  set
  forth as Exhibit A hereto, as the same may be amended from time to time.
  
                                       - 3 -
  
  <PAGE>
  
       "Redemption Date" shall have the meaning set forth in Section 23 hereof.
  
       "Right  Certificate"  shall  mean  a  certificate  evidencing  a  Right  in
  substantially the form of Exhibit B hereto.
  
       "Section  11(a)(ii)  Trigger  Date"  shall  have the  meaning  set forth in
  Section 11(a)(iii) hereof.
  
       "Shares  Acquisition  Date"  shall mean the  earlier of the date of (i) the
  public  announcement  by the Company or an  Acquiring  Person that an  Acquiring
  Person has become such or (ii) the public  disclosure of facts by the Company or
  an Acquiring Person indicating that an Acquiring Person has become such.
  
       "Spread" shall have the meaning set forth in Section 11(a)(iii)(A) hereof.
  
       "Subsidiary" of any Person shall mean any Person of which a majority of the
  voting  power of the  voting  equity  securities  or equity  interest  is owned,
  directly or indirectly, by such Person.
  
       "Substitution   Period"  shall  have  the  meaning  set  forth  in  Section
  11(a)(iii) hereof.
  
       "Summary of Rights" shall mean the Summary of Rights to Purchase  Preferred
  Shares in substantially the form of Exhibit C hereto.
  
       Section 2. Appointment of Rights Agent.
                  ---------------------------
  
       The  Company  hereby  appoints  the  Rights  Agent to act as agent  for the
  Company and the holders of the Rights (who, in accordance with Section 3 hereof,
  shall prior to the  Distribution  Date also be the holders of the Common Shares)
  in accordance with the terms and conditions  hereof, and the Rights Agent hereby
  accepts  such  appointment.  The  Company  may from  time to time  appoint  such
  co-Rights Agents as it may deem necessary or desirable.
  
       Section 3. Issue of Right Certificates.
                  ---------------------------
  
       (a) Until the  earlier  of (i) the tenth day after the  Shares  Acquisition
  Date or (ii) the tenth  Business Day (or such later date as may be determined by
  action of the Board of Directors of the Company 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 Shares 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 any of the
  Persons  referred to in the preceding  parenthetical)  to commence,  a tender or
  exchange offer the consummation of which would result in any Person becoming the
  Beneficial  Owner of  Common  Shares  aggregating  15% or,  in the case of (i) a
  
                                       - 4 -
  
  <PAGE>
  
  Grandfathered  Stockholder other than a Second Tier  Grandfathered  Stockholder,
  19%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 15% or such
  percentage as is beneficially  owned by each Existing Holder plus 1%, or more of
  the then  outstanding  Common Shares (such date 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  Shares
  registered in the names of the holders thereof (which certificates shall also be
  deemed to be Right Certificates) and not by separate Right Certificates, and (y)
  the right to receive Right  Certificates will be transferable only in connection
  with  the  transfer  of  Common  Shares.   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,  at the  expense  of the  Company,  send) by  first-class,
  insured,  postage-prepaid mail, to each record holder of Common Shares as of the
  Close of Business on the Distribution  Date, at the address of such holder shown
  on the records of the Company, a Right Certificate evidencing one Right for each
  Common Share so held. As of the Distribution  Date, the Rights will be evidenced
  solely by such Right Certificates.
  
       (b) On the Record Date, or as soon as practicable  thereafter,  the Company
  will send a copy of the Summary of Rights by first-class,  postage-prepaid mail,
  to each record holder of Common Shares 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 Shares  outstanding  as of the Record Date,
  until the  Close of  Business  on the  Distribution  Date,  the  Rights  will be
  evidenced by such  certificates  registered in the names of the holders  thereof
  together with a copy of the Summary of Rights attached thereto.  Until the Close
  of Business on the  Distribution  Date (or the earlier of the Redemption Date or
  the Close of Business on the Final Expiration  Date), the surrender for transfer
  of any  certificate  for Common Shares  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 Shares evidenced thereby.
  
       (c)  Certificates  for Common Shares which become  outstanding  (including,
  without limitation, reacquired Common Shares referred to in the last sentence of
  this paragraph (c)) after the Record Date but prior to the earliest of the Close
  of  Business  on the  Distribution  Date,  the  Redemption  Date or the Close of
  Business  on 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  Immunomedics,
       Inc. and American Stock Transfer & Trust Company, as Rights Agent, dated as
       of March 4, 2002,  as it may from time to time be  amended or  supplemented
       pursuant  to its terms  (the  "Rights  Agreement"),  the terms of which are
       hereby  incorporated  herein by reference and a copy of which is on file at
       the  principal  executive  offices  of  Immunomedics,  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. Immunomedics, Inc. will mail to the holder of this certificate
       a copy of the Rights  Agreement  without  charge after receipt of a written
       request  therefor.  Under  certain  circumstances,  Rights that are or were
       acquired  or  beneficially  owned by  Acquiring  Persons (as defined in the
       Rights Agreement) may become null and void.
  
                                       - 5 -
  <PAGE>
  
  With respect to such  certificates  containing the foregoing  legend,  until the
  Close of Business  on the  Distribution  Date,  the Rights  associated  with the
  Common  Shares   represented  by   certificates   shall  be  evidenced  by  such
  certificates alone, and the surrender for transfer of any such certificate shall
  also  constitute  the transfer of the Rights  associated  with the Common Shares
  represented  thereby.  In the event that the Company  purchases  or acquires any
  Common  Shares  after the Record  Date but prior to the Close of Business on the
  Distribution Date, any Rights associated with such Common Shares shall be deemed
  canceled  and retired so that the Company  shall not be entitled to exercise any
  Rights  associated  with the  Common  Shares  which are no  longer  outstanding.
  
       Section 4. Form of Right Certificates.
                  --------------------------
  
       The Right  Certificates  (and the forms of election  to purchase  Preferred
  Shares  and of  assignment  to be  printed  on the  reverse  thereof)  shall  be
  substantially  the  same  as  Exhibit  B  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 inconsistent
  with the provisions of this Agreement,  or as may be required to comply with any
  applicable law or with any rule or regulation made pursuant  thereto or with any
  rule or  regulation  of any stock  exchange on which the Rights may from time to
  time be listed, or to conform to usage.  Subject to the other provisions of this
  Agreement,  the Right Certificates shall entitle the holders thereof to purchase
  such number of one  one-thousandths  of a Preferred  Share as shall be set forth
  therein  at the  Purchase  Price,  but the  number of one  one-thousandths  of a
  Preferred  Share and the  Purchase  Price  shall be  subject  to  adjustment  as
  provided herein.
  
       Section 5. Countersignature and Registration.
                  ---------------------------------
  
       The Right  Certificates  shall be  executed on behalf of the Company by its
  Chairman of the Board, its Chief Executive  Officer,  its President,  any of its
  Vice  Presidents or its Treasurer,  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 any Assistant  Secretary of the Company,  either
  manually  or  by  facsimile   signature.   The  Right   Certificates   shall  be
  countersigned  by the Rights Agent and shall not be valid for any purpose unless
  so  countersigned,  either manually or by facsimile.  In case any officer of the
  Company  who shall have signed any of the Right  Certificates  shall cease to be
  such  officer of the Company  before  countersignature  by the Rights  Agent and
  issuance and delivery by the Company, such Right 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 Right
  Certificates  had not ceased to be such  officer of the  Company;  and any Right
  Certificate  may be signed on behalf of the  Company by any person  who,  at the
  actual  date of the  execution  of such  Right  Certificate,  shall  be a proper
  officer of the Company to sign such Right  Certificate,  although at the date of
  the execution of this Rights Agreement any such person was not such an officer.
  
                                       - 6 -
  <PAGE>
  
  
       Following the Distribution  Date, the Rights Agent will keep or cause to be
  kept, at its principal  office,  books for  registration  of the transfer of the
  Right  Certificates  issued  hereunder.  Such  books  shall  show the  names and
  addresses of the  respective  holders of the Right  Certificates,  the number of
  Rights  evidenced on its face by each of the Right  Certificates and the date of
  each of the Right Certificates.
  
       Section 6. Transfer,   Split  Up,   Combination  and  Exchange  of
                  Right Certificates; Mutilated, Destroyed, Lost or Stolen
                  Right Certificates.
                  --------------------------------------------------------
  
       Subject to the provisions of Section 14 hereof, at any time after the Close
  of Business on the Distribution Date, and prior to the earlier of the Redemption
  Date  or the  Close  of  Business  on  the  Final  Expiration  Date,  any  Right
  Certificate or Right Certificates  (other than Right  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  Right  Certificate  or Right  Certificates,
  entitling the registered holder to purchase a like number of one one-thousandths
  of a Preferred Share as the Right Certificate or Right Certificates  surrendered
  then  entitles  such  holder to  purchase.  Any  registered  holder  desiring to
  transfer,  split  up,  combine  or  exchange  any  Right  Certificate  or  Right
  Certificates  shall make such request in writing  delivered to the Rights Agent,
  and  shall  surrender  the  Right  Certificate  or  Right   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 Right Certificate or Right  Certificates,  as the case
  may be, as so requested. The Company may require payment of a sum sufficient for
  any tax or  governmental  charge  that may be  imposed  in  connection  with any
  transfer,  split up,  combination  or exchange of Right  Certificates  from such
  persons who receive such Right 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 Right
  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 Right  Certificate  if  mutilated,  the Company  will make and deliver a new
  Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
  registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
  mutilated.
  
       Section 7. Exercise of Rights;  Purchase Price;  Expiration Date of Rights.
                  ---------------------------------------------------------------
  
       (a) The  registered  holder of any Right  Certificate  (other than a holder
  whose Rights have become void pursuant to Section  11(a)(ii) hereof or have been
  exchanged  pursuant  to Section 24 hereof)  may  exercise  the Rights  evidenced
  thereby  in  whole or in part at any  time  after  the  Distribution  Date  upon
  surrender of the Right Certificate, with the form of election to purchase on the
  reverse side thereof duly executed, to the Rights Agent at its principal office,
  together  with payment of the Purchase  Price for each one  one-thousandth  of a
  Preferred  Share as to which the Rights are exercised,  prior to the earliest of
  (i) the Close of Business on the Final  Expiration  Date, (ii) the time at which
  the right to exercise the Rights  terminates  pursuant to Section 23 hereof,  or
  (iii) the time at which the right to exercise the Rights terminates  pursuant to
  Section 24 hereof.
  
                                       - 7 -
  <PAGE>
  
       (b) The purchase price for each one  one-thousandth of a Preferred Share to
  be purchased  upon the exercise of a Right shall  initially be One Hundred Fifty
  Dollars  ($150.00) (the "Purchase  Price"),  shall be subject to adjustment from
  time to time as  provided  in  Sections 11 and 13 hereof and shall be payable in
  lawful money of the United  States of America in accordance  with  paragraph (c)
  below.
  
       (c) Upon receipt of a Right Certificate  representing  exercisable  Rights,
  with the form of election to purchase and certificate duly executed, accompanied
  by payment of the  Purchase  Price for the  number of one  one-thousandths  of a
  Preferred  Share to be purchased and an amount equal to any applicable  transfer
  tax required to be paid by the holder of such Right  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 Shares certificates
  for the number of one  one-thousandths  of a Preferred Share to be purchased and
  the Company hereby irrevocably  authorizes its transfer agent to comply with all
  such requests,  or (B) requisition  from any depositary  agent for the Preferred
  Shares depositary receipts  representing such number of one one-thousandths of a
  Preferred  Share as are to be  purchased  (in which  case  certificates  for the
  Preferred Shares represented by such receipts shall be deposited by the transfer
  agent  with the  depositary  agent)  and the  Company  hereby  directs  any such
  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
  Preferred  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 Right 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 Right Certificate.
  
       (d) In case the registered  holder of any Right  Certificate shall exercise
  less than all the Rights evidenced thereby,  a new Right Certificate  evidencing
  Rights  equivalent to the Rights  remaining  unexercised  shall be issued by the
  Rights Agent to the registered  holder of such Right  Certificate or to his duly
  authorized assigns, subject to the provisions of Section 14 hereof.
  
       (e) Notwithstanding anything in this Agreement to the contrary, neither the
  Rights Agent nor the Company  shall be  obligated  to undertake  any action with
  respect to a registered holder upon the occurrence of any purported  exercise as
  set  forth in this  Section  7 unless  such  registered  holder  shall  have (i)
  completed and signed the certificate  following the form of election to purchase
  set forth on the  reverse  side of the Right  Certificate  surrendered  for such
  exercise  and (ii)  provided  such  additional  evidence of the  identity of the
  Beneficial  Owner (or  former  Beneficial  Owner) or  Affiliates  or  Associates
  thereof as the Company shall reasonably request.
  
                                       - 8 -
  
  <PAGE>
  
       Section 8. Cancellation and Destruction of Right Certificates.
                  --------------------------------------------------
  
       All Right 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 canceled
  form, or, if  surrendered  to the Rights Agent,  shall be canceled by it, and no
  Right 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  Right  Certificate  purchased  or acquired by the
  Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
  all canceled Right Certificates to the Company, or shall, at the written request
  of the Company, destroy such canceled Right Certificates, and in such case shall
  deliver a certificate of destruction thereof to the Company.
  
       Section 9. Status and Availability of Preferred Shares.
                  -------------------------------------------
  
       (a) The Company  covenants  and agrees that it will take all such action as
  may be necessary to ensure that all Preferred  Shares delivered upon exercise of
  Rights shall,  at the time of delivery of the  certificates  for such  Preferred
  Shares  (subject to receipt by the Company of the Purchase  Price),  be duly and
  validly authorized and issued and fully paid and non-assessable shares.
  
       (b) 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 of the issuance or delivery of the Right  Certificates  or of
  any  Preferred  Shares  upon the  exercise  of Rights.  The  Company  shall not,
  however,  be required to pay any transfer tax which may be payable in respect of
  any transfer or delivery of Right  Certificates  to a Person other than,  or the
  issuance or delivery of  certificates  or depositary  receipts for the Preferred
  Shares  in a name  other  than  that of,  the  registered  holder  of the  Right
  Certificate evidencing Rights surrendered for exercise or to issue or to deliver
  any  certificates or depositary  receipts for Preferred Shares upon the exercise
  of any  Rights  until  any such tax  shall  have  been  paid (any such tax being
  payable by the holder of such Right  Certificate  at the time of  surrender)  or
  until it has been established to the Company's  reasonable  satisfaction that no
  such tax is due and payable.
  
       (c) The Company  covenants and agrees that it will cause to be reserved and
  kept  available,  out of its  authorized  and unissued  Preferred  Shares or any
  Preferred Shares held in its treasury,  the number of Preferred Shares that will
  be  sufficient  to permit  the  exercise  in full of all  outstanding  Rights in
  accordance with Section 7 hereof.
  
                                       - 9 -
  <PAGE>
  
       Section 10. Preferred Shares Record Date.
                   ----------------------------
  
       Each Person in whose name any  certificate  for Preferred  Shares is issued
  upon the  exercise of Rights shall for all purposes be deemed to have become the
  holder  of record of the  Preferred  Shares  represented  thereby  on,  and such
  certificate shall be dated, the date upon which the Right Certificate evidencing
  such  Rights was duly  surrendered  and payment of the  Purchase  Price (and any
  applicable  transfer  taxes)  was  made.  Prior to the  exercise  of the  Rights
  evidenced  thereby,  the holder of a Right  Certificate shall not be entitled to
  any  rights of a holder of  Preferred  Shares  for  which  the  Rights  shall be
  exercisable,  including,  without  limitation,  the  right to vote,  to  receive
  dividends or other distributions or to exercise any preemptive rights, and shall
  not be entitled to receive any notice of any proceedings of the Company,  except
  as provided herein.
  
  
       Section 11.  Adjustment  of Purchase  Price,  Number of Shares or Number
                    of Rights.
                    -----------------------------------------------------------
  
       (a)      (i) In the event the  Company  shall at any time after the date of
       this  Agreement (A) declare a dividend on the Preferred  Shares  payable in
       Preferred  Shares,  (B) subdivide the  outstanding  Preferred  Shares,  (C)
       combine the outstanding Preferred Shares into a smaller number of Preferred
       Shares or (D) issue any shares of its capital  stock in a  reclassification
       of  the  Preferred  Shares  (including,   without   limitation,   any  such
       reclassification  in connection with a consolidation or merger in which the
       Company is the  continuing or surviving  corporation),  except as otherwise
       provided in this Section 11(a), 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,  such 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.
  
            (ii) Subject to the following  paragraph of this subparagraph (ii) and
       to Section 24 of this  Agreement,  in the event any Person  shall become an
       Acquiring  Person,  each holder of a Right shall thereafter have a right to
       receive,  upon  exercise  thereof  at a price  equal  to the  then  current
       Purchase  Price  multiplied  by  the  number  of one  one-thousandths  of a
       Preferred Share for which a Right is then  exercisable,  in accordance with
       the terms of this Agreement and in lieu of Preferred Shares, such number of
       Common  Shares of the  Company as shall  equal the result  obtained  by (x)
       multiplying  the  then  current   Purchase  Price  by  the  number  of  one
       one-thousandths  of a Preferred Share for which a Right is then exercisable
       and  dividing  that product by (y) 50% of the then current per share market
       price of the Company's Common Shares (determined  pursuant to Section 11(d)
       hereof) on the date such Person  became an Acquiring  Person.  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 that would eliminate
       or diminish the benefits intended to be afforded by the Rights.
  
                                       - 10 -
  <PAGE>
  
            From and after the occurrence of such an event, any Rights that are or
       were  acquired  or  beneficially  owned by such  Acquiring  Person  (or any
       Associate or Affiliate of such Acquiring Person) on or after the earlier of
       (x) the date of such event and (y) the Distribution  Date shall be void and
       any holder of such Rights shall  thereafter  have no right to exercise such
       Rights under any provision of this Agreement. No Right Certificate shall be
       issued pursuant to Section 3 that represents Rights  beneficially  owned by
       an Acquiring  Person whose Rights would be void  pursuant to the  preceding
       sentence or any Associate or Affiliate thereof;  no Right Certificate shall
       be issued  at any time  upon the  transfer  of any  Rights to an  Acquiring
       Person whose Rights would be void pursuant to the preceding sentence or any
       Associate or Affiliate  thereof or to any nominee of such Acquiring Person,
       Associate or Affiliate;  and any Right Certificate  delivered to the Rights
       Agent for  transfer  to an  Acquiring  Person  whose  Rights  would be void
       pursuant to the preceding  sentence or any  Associate or Affiliate  thereof
       shall be canceled.
  
            (iii)  In the  event  that the  number  of  Common  Shares  which  are
       authorized  by  the  Company's   Certificate  of   Incorporation   and  not
       outstanding  or  subscribed  for, or reserved or  otherwise  committed  for
       issuance  for  purposes  other than upon  exercise of the  Rights,  are not
       sufficient  to permit the holder of each  Right to  purchase  the number of
       Common  Shares to which such holder would be entitled  upon the exercise in
       full of the Rights in accordance  with the foregoing  subparagraph  (ii) of
       paragraph  (a) of this  Section  11, or should  the Board of  Directors  so
       elect,  the Company shall: (A) determine the excess of (1) the value of the
       Common Shares issuable upon the exercise of a Right (calculated as provided
       in the last  sentence  of this  subparagraph  (iii))  pursuant  to  Section
       11(a)(ii)  hereof (the "Current  Value") over (2) the Purchase  Price (such
       excess,  the "Spread"),  and (B) with respect to each Right,  make adequate
       provision  to  substitute  for such  Common  Shares,  upon  payment  of the
       applicable  Purchase  Price,  any one or more of the  following  having  an
       aggregate  value  determined  by the Board of  Directors to be equal to the
       Current Value:  (1) cash, (2) a reduction in the Purchase Price, (3) Common
       Shares  or other  equity  securities  of the  Company  (including,  without
       limitation,  shares, or units of shares, of preferred stock which the Board
       of  Directors  of the  Company has  determined  in good faith to have equal
       value as Common  Shares  (such  shares of preferred  stock,  "Common  Share
       Equivalents")),  (4) debt  securities of the Company,  or (5) other assets;
       provided, however, if the Company shall not have made adequate provision to
       deliver  value  pursuant  to  clause  (B)  above  within  thirty  (30) days
       following  the  first  occurrence  of an event  triggering  the  rights  to
       purchase  Common  Shares  described  in  Section  11(a)(ii)  (the  "Section
       11(a)(ii)  Trigger Date"),  then the Company shall be obligated to deliver,
       upon the surrender for exercise of a Right and without requiring payment of
       the  Purchase  Price,  Common  Shares  (to  the  extent  available)  and in
       addition,  if  necessary,  cash,  which  Common  Shares  and  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 Shares could be authorized for issuance upon exercise in
       full of the  Rights,  the thirty  (30) day  period  set forth  above may be
       extended to the extent reasonably necessary,  but not more than ninety (90)
       days after the Section  11(a)(ii)  Trigger  Date, in order that the Company
       may seek  stockholder  approval for the  authorization  of such  additional
       shares (such period, as it may be extended, the "Substitution  Period"). To
       the extent  that the  Company  determines  that some  action  need be taken
       pursuant to the first and/or second  sentences of this Section  11(a)(iii),
       the Company (x) shall provide,  subject to Section 7(e) hereof and the last
       paragraph  of  Section  11(a)(ii)  hereof,  that such  action  shall  apply
  
                                       - 11 -
  <PAGE>
  
  
       uniformly to all outstanding Rights, and (y) may suspend the exercisability
       of the Rights until the expiration of the  Substitution  Period in order to
       seek any  authorization  of  additional  Common Shares and/or to decide the
       appropriate form of distribution to be made pursuant to such first sentence
       and to determine the value  thereof.  In the event of any such  suspension,
       the  Company  shall make a public  announcement,  and shall  deliver to the
       Rights Agent a statement, stating that the exercisability of the Rights has
       been temporarily  suspended in accordance with this Section 11(a)(iii).  At
       such time as the suspension is no longer in effect,  the Company shall make
       another public  announcement,  and deliver to the Rights Agent a statement,
       so stating.  For  purposes  of this  Section  11(a)(iii),  the value of the
       Common  Shares shall be the current per share  market price (as  determined
       pursuant to Section  11(d)(i)  hereof) of the Common  Shares on the Section
       11(a)(ii)  Trigger Date and the value of any Common Shares Equivalent shall
       be deemed to have an equal value as the Common Shares on such date.
  
       (b) In case the Company shall fix a record date for the issuance of rights,
  options or warrants to all holders of  Preferred  Shares  entitling  them (for a
  period expiring within 45 calendar days after such record date) to subscribe for
  or purchase  Preferred Shares (or shares having the same rights,  privileges and
  preferences  as  the  Preferred  Shares  ("Equivalent   Preferred  Shares"))  or
  securities convertible into Preferred Shares or Equivalent Preferred Shares at a
  price per Preferred Share or Equivalent  Preferred Share (or having a conversion
  price per share, if a security  convertible  into Preferred Shares or Equivalent
  Preferred  Shares)  less than the then  current  per share  market  price of the
  Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase
  Price to be in effect  after such record  date shall be adjusted 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  Shares
  outstanding  on such record date plus the number of  Preferred  Shares which the
  aggregate  offering  price  of the  total  number  of  Preferred  Shares  and/or
  Equivalent  Preferred  Shares so to be offered  (and/or  the  aggregate  initial
  conversion price of the convertible  securities so to be offered) would purchase
  at such current market price and the denominator of which shall be the number of
  Preferred  Shares  outstanding on such record date plus the number of additional
  Preferred  Shares  and/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  Shares owned by or held for the account
  of the  Company  shall not be deemed  outstanding  for the  purpose  of any such
  computation.  Such adjustment shall be made successively  whenever such a record
  date is fixed; and in the event that such rights, options or warrants are not so
  issued,  the  Purchase  Price shall be adjusted to be the  Purchase  Price which
  would then be in effect if such record date had not been fixed.
  
       (c) In case the  Company  shall  fix a  record  date  for the  making  of a
  distribution  to  all  holders  of  the  Preferred  Shares  (including,  without
  limitation,  any distribution  made in connection with a consolidation or merger
  in which the Company is the continuing or surviving corporation) of evidences of
  indebtedness  or assets  (other  than a regular  quarterly  cash  dividend  or a
  
                                       - 12 -
  <PAGE>
  
  dividend  payable  in  Preferred  Shares)  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  Shares 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  Share and the
  denominator  of which  shall  be such  current  per  share  market  price of the
  Preferred Shares; 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  last  reported  sale  price  per share of such  security  for the 30
       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 such  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 30 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
       quoted  price or, if not so  quoted,  the  average  of the high bid and low
       asked prices in the  over-the-counter  market,  as reported by the National
       Association  of  Securities  Dealers,   Inc.  Automated  Quotations  System
       ("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
       bid 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 in
       good faith.  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.
  
                                       - 13 -
  <PAGE>
  
            (ii) For the purpose of any  computation  hereunder,  the "current per
       share  market  price"  of the  Preferred  Shares  shall  be  determined  in
       accordance with the method set forth in Section 11(d)(i).  If the Preferred
       Shares are not publicly traded, the "current per share market price" of the
       Preferred  Shares shall be conclusively  deemed to be the current per share
       market  price of the  Common  Shares  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
       1000. If neither the Common  Shares nor the  Preferred  Shares are publicly
       held or so listed or traded,  "current per share  market  price" shall mean
       the fair market 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  ten-millionth  of a
  Preferred 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 three  years from the
  date of the transaction which requires such adjustment.
  
       (f) If as a result of an adjustment  made pursuant to Section 11(a) hereof,
  the holder of any Right  thereafter  exercised  shall become entitled to receive
  any shares of capital  stock of the Company  other than  Preferred  Shares,  the
  number of such other  shares so  receivable  upon  exercise  of any Right  shall
  thereafter 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  Shares  contained in Section  11(a) through (c),  inclusive,  and the
  provisions  of Sections  7, 9, 10 and 13 with  respect to the  Preferred  Shares
  shall apply on like terms to any such other shares.
  
       (g)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
  adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
  purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
  Preferred  Share  purchasable  from time to time  hereunder upon exercise of the
  Rights, all subject to further adjustment as provided herein.
  
       (h) Unless the Company  shall have  exercised  its  election as provided in
  Section  11(i),  upon each  adjustment of the Purchase  Price as a result of the
  calculations made in Sections 11(b) and (c), each Right outstanding  immediately
  prior to the making of such adjustment  shall  thereafter  evidence the right to
  purchase,  at the adjusted Purchase Price, that number of one one-thousandths of
  a Preferred Share  (calculated to the nearest one  ten-millionth  of a Preferred
  Share) obtained by (i) multiplying  (x) the number of one  one-thousandths  of a
  share  covered  by a  Right  immediately  prior  to this  adjustment  by (y) the
  Purchase Price in effect  immediately  prior to such  adjustment of the Purchase
  Price and (ii) dividing the product so obtained by the Purchase  Price in effect
  immediately after such adjustment of the Purchase Price.
  
                                       - 14 -
  <PAGE>
  
       (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-thousandths  of a Preferred Share 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-thousandths of a
  Preferred  Share  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
  hundred-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  Right
  Certificates  have been  distributed,  shall be at least 10 days  later than the
  date of the public  announcement.  If Right  Certificates have been distributed,
  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 Right Certificates on such record date Right 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 Right Certificates held by such holders prior to the date of
  adjustment,  and upon surrender thereof,  if required by the Company,  new Right
  Certificates  evidencing  all the Rights to which such holders shall be entitled
  after such adjustment.  Right 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 Right  Certificates  on the
  record date specified in the public announcement.
  
       (j)  Irrespective  of any adjustment or change in the Purchase Price or the
  number of one one-thousandths of a Preferred Share issuable upon the exercise of
  the  Rights,  the Right  Certificates  theretofore  and  thereafter  issued  may
  continue to express the Purchase Price and the number of one  one-thousandths of
  a Preferred Share which were expressed in the initial Right Certificates  issued
  hereunder.
  
       (k) Before  taking any action that would cause an  adjustment  reducing the
  Purchase Price below one  one-thousandth  of the then par value of the Preferred
  Shares issuable upon exercise of the Rights, the Company shall promptly 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  non-assessable
  Preferred Shares at such adjusted Purchase Price.
  
       (l) In any case in which this Section 11 shall  require that an  adjustment
  in the  Purchase  Price be made  effective  as of a record  date for a specified
  event,  the Company may elect to defer  until the  occurrence  of such event the
  issuing  to the holder of any Right  exercised  after  such  record  date of the
  Preferred  Shares and other capital stock or securities of the Company,  if any,
  issuable  upon  such  exercise  over and above the  Preferred  Shares  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.
  
                                       - 15 -
  <PAGE>
  
       (m)  Notwithstanding  anything  in this  Section  11 to the  contrary,  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 the  Company,  in its sole  discretion,  shall  determine  to be
  advisable in order that any (i)  combination  or  subdivision  of the  Preferred
  Shares,  (ii) issuance wholly for cash of any Preferred  Shares at less than the
  current  market price,  (iii)  issuance  wholly for cash of Preferred  Shares or
  securities  which  by their  terms  are  convertible  into or  exchangeable  for
  Preferred Shares, (iv) dividends on Preferred Shares payable in Preferred Shares
  or (v) issuance of any rights,  options or warrants  referred to  hereinabove in
  Section 11(b),  hereafter made by the Company to holders of its Preferred Shares
  shall not be taxable to such stockholders.
  
       (n) 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  Shares  payable  in  Common  Shares  or (ii)  effect a
  subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
  reclassification  or  otherwise  other than by payment  of  dividends  in Common
  Shares) into a greater or lesser number of Common Shares,  then in any such case
  (i) the number of one  one-thousandths  of a Preferred Share  purchasable  after
  such event upon proper exercise of each Right shall be determined by multiplying
  the  number  of  one   one-thousandths  of  a  Preferred  Share  so  purchasable
  immediately  prior to such event by a fraction,  the  numerator  of which is the
  number  of Common  Shares  outstanding  immediately  before  such  event and the
  denominator  of which is the  number of Common  Shares  outstanding  immediately
  after such event, and (ii) each Common Share outstanding  immediately after such
  event  shall have issued  with  respect to it that  number of Rights  which each
  Common Share outstanding immediately prior to such event had issued with respect
  to it.  The  adjustments  provided  for in  this  Section  11(n)  shall  be made
  successively whenever such a dividend is declared or paid or such a subdivision,
  combination or consolidation is effected.
  
  
       Section 12. Certificate of Adjustment.
                   -------------------------
  
       Whenever  an  adjustment  is made as provided in Sections 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
  Shares  or the  Preferred  Shares  a copy  of such  certificate  and (c) if such
  adjustment occurs following a Distribution Date, mail a brief summary thereof to
  each record holder of a Right  Certificate in accordance with Section 25 hereof.
  The Rights Agent shall be fully protected in relying on any such certificate and
  on any  adjustment  therein  contained and shall not be obligated or responsible
  for  calculating any adjustment nor shall it be deemed to have knowledge of such
  an adjustment unless and until it shall have received such certificate.
  
                                       - 16 -
  <PAGE>
  
  
       Section  13. Consolidation, Merger or Sale or Transfer of Assets.
                    ---------------------------------------------------
  
       In the event that, at any time after a Person becomes an Acquiring  Person,
  directly or indirectly,  (i) the Company shall  consolidate  with, or merge with
  and into, any other Person,  (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  Shares shall be changed into or exchanged for stock or other
  securities  of any other Person (or the Company) or cash or any other  property,
  or (iii) 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  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-thousandths  of a Preferred Share for
  which  a Right  is then  exercisable,  in  accordance  with  the  terms  of this
  Agreement and in lieu of Preferred Shares,  such number of Common Shares of such
  other Person  (including  the Company as successor  thereto or as the  surviving
  corporation)  as shall  equal the result  obtained by (x)  multiplying  the then
  current Purchase Price by the number of one one-thousandths of a Preferred Share
  for which a Right is then  exercisable  and dividing  that product by (y) 50% of
  the then  current  per share  market  price of the  Common  Shares of such other
  Person (determined pursuant to Section 11(d) hereof) on the date of consummation
  of such consolidation,  merger, sale or transfer;  (B) the issuer of such Common
  Shares  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  issuer;  and (D) such  issuer  shall  take  such  steps
  (including,  without  limitation,  the reservation of a sufficient number of its
  Common  Shares 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  Shares  thereafter  deliverable  upon the  exercise of the  Rights.  The
  Company   covenants   and  agrees  that  it  shall  not   consummate   any  such
  consolidation,  merger,  sale or transfer  unless prior  thereto the Company and
  such issuer shall have executed and delivered to the Rights Agent a supplemental
  agreement so obligating the issuer to become a party thereto.  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  diminish  in any
  material  respect 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.
  
       Section 14. Fractional Rights and Fractional Shares.
                   ---------------------------------------
  
       (a) The Company  shall not be required to issue  fractions  of Rights or to
  distribute Right Certificates which evidence  fractional Rights. In lieu of such
  fractional  Rights,  there shall be paid to the registered  holders of the Right
  Certificates  with regard to which such  fractional  Rights  would  otherwise be
  
                                       - 17 -
  
  <PAGE>
  
  issuable,  an amount in cash equal to the same  fraction of the  current  market
  value of a whole  Right.  For the purposes of this  Section  14(a),  the current
  market  value of a whole Right shall be the closing  price of the Rights for the
  Trading Day immediately  prior to the date on which such fractional Rights would
  have been  otherwise  issuable.  The closing price for any day shall be the last
  sale price,  regular  way, or, in case no such sale takes place on such day, the
  average of the  closing  bid and asked  prices,  regular  way, in either case as
  reported in the principal consolidated transaction reporting system with respect
  to securities  listed or admitted to trading on the New York Stock  Exchange or,
  if the  Rights  are not  listed or  admitted  to  trading  on the New York Stock
  Exchange, as reported in the principal consolidated transaction reporting system
  with respect to securities listed on the principal national  securities exchange
  on which the Rights are listed or  admitted to trading or, if the Rights are not
  listed or  admitted to trading on any  national  securities  exchange,  the last
  quoted  price or, if not so  quoted,  the  average of the high bid and low asked
  prices in the  over-the-counter  market,  as  reported  by Nasdaq or such  other
  system then in use or, if on any such date the Rights are not quoted by any such
  organization,  the average of the closing bid and asked prices as furnished by a
  professional  market maker making a market in the Rights  selected in good faith
  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 market  value of the Rights on
  such date as  determined  in good faith by the Board of Directors of the Company
  shall be conclusive.
  
       (b) The  Company  shall not be  required to issue  fractions  of  Preferred
  Shares (other than fractions which are integral  multiples of one one-thousandth
  of a Preferred Share) upon exercise of the Rights or to distribute  certificates
  which  evidence  fractional  Preferred  Shares (other than  fractions  which are
  integral  multiples of one  one-thousandth of a Preferred  Share).  Fractions of
  Preferred  Shares in integral  multiples  of one  one-thousandth  of a Preferred
  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
  Shares represented by such depositary receipts.  In lieu of fractional Preferred
  Shares that are not  integral  multiples  of one  one-thousandth  of a Preferred
  Share, the Company may, in its sole discretion, pay to each registered holder of
  Right  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  Share as the fraction of one  Preferred  Share that such holder would
  otherwise  receive upon the exercise of the aggregate number of rights exercised
  by such holder. For the purposes of this Section 14(b), the current market value
  of a  Preferred  Share  shall be the  closing  price of a  Preferred  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
  any right to receive  fractional  Rights or fractional shares upon exercise of a
  Right (except as provided above).
  
       Section 15. Rights of Action.
                   ----------------
  
       All rights of action in respect of 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 Right  Certificates  (and,  prior to the
  Distribution  Date,  the  registered  holders  of the  Common  Shares);  and any
  registered holder of any Right Certificate (or, prior to the Distribution  Date,
  of the Common  Shares)  may,  without the consent of the Rights  Agent or of the
  
                                       - 18 -
  <PAGE>
  
  holder of any other Right  Certificate (or, prior to the  Distribution  Date, of
  the Common  Shares),  on such  holder's  own behalf  and for such  holder's  own
  benefit,  enforce, and may institute and maintain any suit, action or proceeding
  against the Company to enforce,  or otherwise  act in respect of, such  holder's
  right to exercise the Rights  evidenced by such Right  Certificate in the manner
  provided in such Right  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 are entitled to specific performance of the
  obligations under, and injunctive relief against actual or threatened violations
  of the obligations of any Person subject to, this Agreement.
  
       Section 16. Agreement of Right Holders.
                   --------------------------
  
       Every holder of a Right,  by accepting  the same,  consents and agrees with
  the Company and the Rights Agent and with every other holder of a Right that:
  
       (a) prior to the Distribution Date, the Rights will be transferable only in
  connection with the transfer of the Common Shares;
  
       (b) after the  Distribution  Date, the Right  Certificates are transferable
  only on the registry books  maintained by the Rights Agent if surrendered at the
  principal  office of the Rights Agent,  duly endorsed or accompanied by a proper
  instrument of transfer with a completed form of certification; and
  
       (c) the Company and the Rights Agent may deem and treat the Person in whose
  name the Right  Certificate (or, prior to the Distribution  Date, the associated
  Common Shares  certificate)  is registered as the absolute  owner thereof and of
  the Rights  evidenced  thereby  (notwithstanding  any  notations of ownership or
  writing on the Right  Certificates or the associated  Common Shares  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. Right Certificate Holder Not Deemed a Stockholder.
                   -------------------------------------------------
  
       No holder,  as such,  of any Right  Certificate  shall be entitled to vote,
  receive dividends or be deemed for any purpose the holder of Preferred Shares 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 Right  Certificate be construed to confer upon the holder of any Right
  Certificate,  as such,  any of the rights of a stockholder of the Company or any
  right to vote for the  election of  directors  or upon any matter  submitted  to
  stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
  corporate  action,  or to receive notice of meetings or other actions  affecting
  stockholders  (except as provided in Section 25 hereof), or to receive dividends
  or subscription  rights,  or otherwise,  until the Right or Rights  evidenced by
  such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
  provisions hereof.
  
                                       - 19 -
  <PAGE>
  
       Section 18. Concerning the Rights Agent.
                   ---------------------------
  
       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 or liability in connection
  therewith.   The  indemnification  provided  for  hereunder  shall  survive  the
  expiration of the Rights and the  termination of this  Agreement.  The costs and
  expenses of enforcing  this right of  indemnification  shall also be paid by the
  Company.
  
       The Rights  Agent may  conclusively  rely upon and 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 Right  Certificate or certificate for Preferred  Shares 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 reasonably believed by it to
  be  genuine  and to be  signed,  executed  and,  where  necessary,  verified  or
  acknowledged, by the proper person or persons.  Notwithstanding anything in this
  Agreement  to the  contrary,  in no event  shall the Rights  Agent be liable for
  special,  indirect  or  consequential  loss or  damage  of any  kind  whatsoever
  (including, without limitation, lost profits), even if the Rights Agent has been
  advised of the  likelihood of such loss or damage and  regardless of the form of
  the action.
  
       Section 19. Merger or Consolidation or Change of Name of Rights Agent.
                   ---------------------------------------------------------
  
       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 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 Right  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 Right  Certificates so countersigned;
  and in case at that  time any of the  Right  Certificates  shall  not have  been
  countersigned,   any  successor   Rights  Agent  may   countersign   such  Right
  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 Right  Certificates
  shall  have  the full  force  provided  in the  Right  Certificates  and in this
  Agreement.
  
       In case at any time the name of the Rights  Agent  shall be changed  and at
  such time any of the Right  Certificates  shall have been  countersigned but not
  delivered,  the Rights Agent may adopt the countersignature under its prior name
  and deliver Right Certificates so countersigned; and in case at that time any of
  the Right Certificates shall not have been  countersigned,  the Rights Agent may
  countersign such Right  Certificates  either in its prior name or in its changed
  name;  and in all such cases such Right  Certificates  shall have the full force
  provided in the Right Certificates and in this Agreement.
  
                                       - 20 -
  <PAGE>
  
       Section 20. Duties of Rights Agent.
                   ----------------------
  
       The Rights Agent undertakes the duties and obligations  expressly set forth
  in this Agreement and no implied  duties or obligations  shall be read into this
  Agreement  against the Rights Agent. The Rights Agent shall perform those duties
  and obligations  upon the following  terms and  conditions,  by all of which the
  Company  and the holders of Right  Certificates,  by their  acceptance  thereof,
  shall be bound:
  
       (a) Before the Rights Agent acts or refrains  from  acting,  it 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
  reliance upon 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  (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  President,  a Vice
  President,  the  Treasurer 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 only for its own negligence,
  bad faith or willful misconduct.
  
       (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 Right
  Certificates  (except as to 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 Right Certificate (except its  countersignature  thereof);  nor
  shall it be  responsible  for any  breach  by the  Company  of any  covenant  or
  condition contained in this Agreement or in any Right Certificate;  nor shall it
  be responsible  for any adjustment  required under the provisions of Sections 11
  or 13  hereof  or  responsible  for the  manner,  method  or  amount of any such
  adjustment or the  ascertaining of the existence of facts that would require any
  such  adjustment  (except with  respect to the  exercise of Rights  evidenced by
  Right Certificates after actual notice of any such adjustment);  nor shall it by
  any act  hereunder  be deemed to make any  representation  or warranty as to the
  authorization  or  reservation  of any shares of  Preferred  Shares to be issued
  pursuant  to this  Agreement  or any  Right  Certificate  or as to  whether  any
  Preferred Shares will, when so issued, be validly  authorized and issued,  fully
  paid and nonassessable.
  
                                       - 21 -
  <PAGE>
  
       (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 President,  a Vice  President,  the Secretary or the Treasurer 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 to
  be  taken  by it in good  faith  in  accordance  with  instructions  of any such
  officer.  Any application by the Rights Agent for written  instructions from the
  Company may, at the option of the Rights Agent,  set forth in writing any action
  proposed to be taken or omitted by the Rights Agent under this Agreement and the
  date on or after  which such  action  shall be taken or such  omission  shall be
  effective.  The Rights  Agent  shall not be liable  for any action  taken by, or
  omission of, the Rights Agent in accordance with a proposal included in any such
  application on or after the date specified in such application (which date shall
  not be less than ten  Business  Days after the date any  officer of the  Company
  actually receives such application, unless any such officer shall have consented
  in writing to an earlier date)  unless,  prior to taking any such action (or the
  effective  date  in the  case of an  omission),  the  Rights  Agent  shall  have
  received, in response to such application,  written instructions with respect to
  the proposed  action or omission  specifying  a different  action to be taken or
  omitted.
  
       (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 or by or through
  its  attorneys  or  agents,  and the Rights  Agent  shall not be  answerable  or
  accountable for any act, default, neglect or misconduct of any such attorneys or
  agents or for any loss to the  Company  resulting  from any such  act,  default,
  neglect or misconduct,  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.
  
                                       - 22 -
  <PAGE>
  
       (k) The Rights  Agent  shall not be required to take notice or be deemed to
  have notice of any fact, event or determination (including,  without limitation,
  any dates or events defined in this  Agreement or the  designation of any Person
  as an Acquiring Person,  Affiliate or Associate) under this Agreement unless and
  until the Rights Agent shall be specifically  notified in writing by the Company
  of such fact, event or determination.
  
       Section 21. Change of Rights Agent.
                   ----------------------
  
       The Rights  Agent and any  successor  thereto may resign and be  discharged
  from its duties under this  Agreement  upon 30 days' notice in writing mailed to
  the Company and to each  transfer  agent of the Common  Shares and the Preferred
  Shares by registered or certified mail,  and, at the expense of the Company,  to
  the  holders of the Right  Certificates  by  first-class  mail.  The Company may
  remove  the  Rights  Agent or any  successor  thereto  upon 30 days'  notice  in
  writing, mailed to the Rights Agent or its successor, as the case may be, and to
  each transfer agent of the Common Shares and the Preferred  Shares by registered
  or certified  mail, and to the holders of the Right  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 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 Right Certificate (who shall,  with such notice,  submit such
  holder's Right  Certificate for inspection by the Company),  then the registered
  holder of any Right 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 of any state of the
  United States, in good standing, having an office in the State of New York which
  is authorized under such laws to exercise  corporate trust powers and is subject
  to supervision or examination by federal or state authority and which has at the
  time of its  appointment  as Rights  Agent a combined  capital and surplus of at
  least $100.0 million.  After  appointment,  the successor  Rights Agent shall be
  vested with the same powers,  rights,  duties and  responsibilities as if it had
  been  originally  named as Rights Agent without  further act or deed;  provided,
  however,  the  predecessor  Rights  Agent  shall  deliver  and  transfer  to the
  successor  Rights  Agent  any  property  at the time held by it  hereunder,  and
  execute and deliver any further assurance, conveyance, act or deed necessary for
  the  purpose.  Not later than the  effective  date of any such  appointment  the
  Company shall file notice thereof in writing with the  predecessor  Rights Agent
  and each transfer agent of the Common Shares and the Preferred Shares,  and mail
  a notice thereof in writing to the registered holders of the Right 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 Right Certificates.
                   ----------------------------------
  
       Notwithstanding any of the provisions of this Agreement or of the Rights to
  the  contrary,  the Company  may, at its  option,  issue new Right  Certificates
  evidencing  Rights in such form as may be approved by its Board of  Directors to
  reflect any adjustment or change in the Purchase Price and the number or kind or
  class of shares or other  securities  or  property  purchasable  under the Right
  
                                       - 23 -
  <PAGE>
  
  Certificates  made in  accordance  with the  provisions  of this  Agreement.  In
  addition, in connection with the issuance or sale of Common Shares following the
  Distribution  Date and prior to the earlier of the Redemption Date and the Close
  of Business on the Final Expiration Date, the Company may with respect to shares
  of  Common  Shares  so  issued or sold  pursuant  to (i) the  exercise  of stock
  options, (ii) under any employment plan or arrangement, (iii) upon the exercise,
  conversion or exchange of securities,  notes or debentures issued by the Company
  or (iv) a contractual  obligation of the Company, in each case existing prior to
  the  Distribution  Date, issue Right  Certificates  representing the appropriate
  number  of  Rights  in  connection  with  such  issuance  or sale.
  
       Section 23. Redemption.
                   ----------
  
       (a) The Board of Directors of the Company may, in its sole  discretion,  at
  any time prior to such time as any Person  becomes an Acquiring  Person,  redeem
  all but not less than all of the then  outstanding  Rights at a redemption price
  of $0.001 per Right,  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"). The redemption
  of the Rights by the Board of Directors  may be made  effective at such time, on
  such  basis  and  subject  to such  conditions  as the  Board of  Directors  may
  establish in its sole discretion.
  
       (b) Immediately upon the time of the effectiveness of the redemption of the
  Rights  pursuant to  paragraph  (a) of this  Section 23 or such earlier date and
  time as may be determined by the Board of Directors of the Company in the action
  ordering  such  redemption  (although  not earlier than the time of such action)
  (such date and time being hereafter  referred to as the "Redemption  Date"), and
  without any further  action and  without any notice,  the right to exercise  the
  Rights shall  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  10 days  after  such  action  of the  Board of  Directors  ordering  the
  redemption  of the Rights  pursuant to paragraph  (a), the Company  shall mail a
  notice of redemption to all the holders of the then outstanding  Rights at their
  most recent  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 Shares.  Any notice which is mailed in the manner herein provided
  shall be deemed given,  whether or not the holder  receives such notice.  If the
  payment of the  Redemption  Price is not included  with such  notice,  each such
  notice shall state the method by which the payment of the Redemption  Price will
  be made. Neither the Company nor any of its Affiliates or Associates may redeem,
  acquire or  purchase  for value any Rights at any time in any manner  other than
  that  specifically  set forth in this Section 23 or in Section 24 hereof,  other
  than in connection with the purchase of Common Shares prior to the  Distribution
  Date.
  
       Section 24. Exchange.
                   --------
  
       (a) The Board of Directors of the Company may, in its sole  discretion,  at
  any time and from time to 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 Shares at an exchange ratio of one Common Share per
  
                                       - 24 -
  <PAGE>
  
  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 any such  Subsidiary,  or any entity
  holding  Common Shares for or pursuant to the terms of any such plan),  together
  with all Affiliates and Associates of such Person,  becomes the Beneficial Owner
  of a majority of the Common Shares 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  Shares 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 most recent 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  Shares 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,  in its sole
  discretion,  may substitute  Preferred  Shares or Common Share  Equivalents  for
  Common Shares exchangeable for Rights, at the initial rate of one one-thousandth
  of a Preferred Share (or an appropriate  number of Common Share Equivalents) for
  each Common  Share,  as  appropriately  adjusted to reflect  adjustments  in the
  voting rights of the Preferred Shares pursuant to the terms thereof, so that the
  fraction of a Preferred  Share delivered in lieu of each Common Share shall have
  the same voting rights as one Common Share.
  
       (d) In  the  event  that  there  shall  not be  sufficient  Common  Shares,
  Preferred  Shares  or  Common  Share  Equivalents  authorized  by the  Company's
  Certificate of Incorporation  and not outstanding or subscribed for, or reserved
  or otherwise  committed  for issuance for purposes  other than upon  exercise of
  Rights, to permit any exchange of Rights as contemplated in accordance with this
  Section 24, the Company shall  promptly take all such action as may be necessary
  or desired to authorize and issue additional Common Shares,  Preferred Shares or
  Common Share Equivalents for issuance upon exchange of Rights.
  
       (e) The Company  shall not be required to issue  fractions of Common Shares
  or to distribute  certificates which evidence  fractional Common Shares. In lieu
  of such  fractional  Common  Shares,  the  Company  shall pay to the  registered
  holders of the Right  Certificates  with regard to which such fractional  Common
  Shares would  otherwise be issuable an amount in cash equal to the same fraction
  of the current per share market value of a whole Common Share.  For the purposes
  of this  paragraph  (e),  the current per share  market  value of a whole Common
  Share shall be the closing  price of a Common 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.
  
                                       - 25 -
  <PAGE>
  
       Section 25. Notice of Certain Events.
                   ------------------------
  
       (a) In case the Company  shall  propose at any time after the  Distribution
  Date (i) to pay any dividend payable in stock of any class to the holders of its
  Preferred  Shares  or to make  any  other  distribution  to the  holders  of its
  Preferred Shares (other than a regular  quarterly cash dividend),  (ii) to offer
  to the holders of its Preferred Shares rights or warrants to subscribe for or to
  purchase any additional  Preferred Shares or shares of stock of any class or any
  other securities, rights or options, (iii) to effect any reclassification of its
  Preferred Shares (other than a  reclassification  involving only the subdivision
  of outstanding  Preferred  Shares),  (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 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  Shares  payable  in Common  Shares or to effect a
  subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
  reclassification  or otherwise  than by payment of dividends in Common  Shares),
  then,  in each such  case,  the  Company  shall  give to each  holder of a Right
  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 Shares and/or Preferred Shares, if any such date is
  to be fixed, and such notice shall be so given in the case of any action covered
  by  clause  (i) or (ii)  above  at least 10 days  prior to the  record  date for
  determining  holders of the Preferred Shares for purposes of such action, and in
  the case of any such  other  action,  at least 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 Shares and/or  Preferred  Shares,  whichever  shall be the
  earlier.
  
       (b) In case any event 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 Right  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 Right  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:
  
                    Immunomedics, Inc.
                    300 American Road
                    Morris Plains, NJ  07950
                    Attention:  President
  
                    Copy to:
  
                    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                    One Financial Center
                    Boston, MA  02111
                    Attention:  Joseph E. Mullaney III, Esquire
  
                                       - 26 -
  <PAGE>
  
  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
  Right Certificate to or on the Rights Agent shall be sufficiently  given or made
  if sent by registered  or certified  mail and shall be deemed given upon receipt
  and,  addressed  (until another address is filed in writing with the Company) as
  follows:
  
                    American Stock Transfer & Trust Company
                    59 Maiden Lane
                    New York, NY 10038
                    Attention:  Corporate Trust Department
  
  Notices  or  demands  authorized  by this  Agreement  to be given or made by the
  Company or the  Rights  Agent to the  holder of any Right  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  Company  may from time to time,  and the Rights  Agent  shall,  if the
  Company so directs,  supplement or amend this Agreement  without the approval of
  any holders of Right Certificates in order to cure any ambiguity,  to correct or
  supplement any provision contained herein which may be defective or inconsistent
  with any  other  provisions  herein,  or to make any  change  to or  delete  any
  provision  hereof or to adopt any other  provisions  with  respect to the Rights
  which the Company may deem necessary or desirable;  provided, however, that from
  and after such time as any Person  becomes an Acquiring  Person,  this Agreement
  shall not be amended or supplemented in any manner which would adversely  affect
  the interests of the holders of Rights  (other than an Acquiring  Person and its
  Affiliates  and  Associates).  Any  supplement  or amendment  authorized by this
  Section 27 will be evidenced  by a writing  signed by the Company and the Rights
  Agent. Notwithstanding anything in this Agreement to the contrary, no supplement
  or  amendment  that changes the rights and duties of the Rights Agent under this
  Agreement  will be effective  against the Rights Agent  without the execution of
  such supplement or amendment by the Rights Agent.
  
                                       - 27 -
  <PAGE>
  
  
       Section 28. Successors.
                   ----------
  
       All the covenants and provisions of this Agreement by or for the benefit of
  the  Company or the Rights  Agent  shall bind and inure to the  benefit of their
  respective  successors  and  assigns  hereunder.
  
       Section 29. Benefits of this Agreement.
                   --------------------------
  
       Nothing in this  Agreement  shall be  construed to give to any Person other
  than the  Company,  the  Rights  Agent and the  registered  holders of the Right
  Certificates  (and, prior to the Distribution Date, the Common Shares) 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 Right Certificates (and, prior to the Distribution
  Date, the Common Shares).
  
       Section 30. 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 31. Governing Law.
                   -------------
  
       This Agreement and each Right Certificate  issued hereunder shall be deemed
  to be a  contract  made  under  the laws of the  State of  Delaware  and for all
  purposes shall be governed by and construed in accordance  with the laws of such
  State  applicable  to contracts to be made and  performed  entirely  within such
  State.
  
       Section 32. 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 33. 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.
  
       Section 34. Administration.
                   --------------
  
       The Board of Directors of the Company  shall have the  exclusive  power and
  authority to administer  and interpret the  provisions of this  Agreement and to
  exercise all rights and powers specifically granted to the Board of Directors or
  the Company or as may be necessary or  advisable in the  administration  of this
  Agreement.  All such actions,  calculations,  determinations and interpretations
  which are done or made by the Board of  Directors  in good faith shall be final,
  conclusive  and binding on the  Company,  the Rights  Agent,  the holders of the
  Rights and all other parties and shall not subject the Board of Directors to any
  liability to the holders of the Rights.
  
                                       - 28 -
  <PAGE>
  
  
       IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to
  be duly executed and their  respective  corporate seals to be hereunder  affixed
  and attested, all as of the day and year first above written.
  
  
  Attest:                                     IMMUNOMEDICS, INC.
  
  
  /s/ Cynthia Giordano                 /s/ Cynthia L. Sullivan
  __________________________ By:___________________________________________
                               Name:   Cynthia L. Sullivan
                               Title:  President, Chief Executive Officer
                                       and Director
  
  
  
  Attest:                         AMERICAN STOCK TRANSFER & TRUST COMPANY
                                              as Rights Agent
  
  
  /s/ Susan Silver                     /s/ Herbert J. Lemmer
  __________________________ By:___________________________________________
                                Name:  Herbert J. Lemmer
                                Title: Vice President
  
  
  
  
  
                                       - 29 -
  <PAGE>
  
                                                                         EXHIBIT A
                                                                         ---------
  
                                        FORM
                                         of
                             CERTIFICATE OF DESIGNATION
                                         of
                    SERIES G JUNIOR PARTICIPATING PREFERRED STOCK
                                         of
                                 IMMUNOMEDICS, INC.
  
          -----------------------------------------------------------------
          (Pursuant to Section 151 of the Delaware General Corporation Law)
          -----------------------------------------------------------------
  
       Immunomedics,  Inc., a corporation organized and existing under the General
  Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
  hereby  certifies  that the  following  resolution  was  adopted by the Board of
  Directors  of the  Corporation  as  required  by  Section  151  of  the  General
  Corporation Law at a meeting duly called and held on February 28, 2002:
  
       RESOLVED, that pursuant to the authority granted to and vested in the Board
  of Directors of this Corporation (hereinafter called the "Board of Directors" or
  the  "Board")  in  accordance   with  the  provisions  of  the   Certificate  of
  Incorporation of the Corporation (the "Certificate of Incorporation"), the Board
  of Directors  hereby  creates a series of Preferred  Stock,  par value $0.01 per
  share  (the  "Preferred  Stock"),  of the  Corporation  and  hereby  states  the
  designation and number of shares,  and fixes the relative  rights,  preferences,
  and limitations thereof as follows:
  
       Section 1.  Designation  and  Amount.
                   ------------------------
  
       The  shares  of this  series  shall  be  designated  as  "Series  G  Junior
  Participating  Preferred Stock" (the "Series G Preferred  Stock") and the number
  of shares  constituting  the Series G Preferred  Stock  shall be  100,000.  Such
  number of shares may be increased or decreased by resolution of the Board of
  
  <PAGE>
  
  Directors;  provided,  that no  decrease  shall  reduce  the number of shares of
  Series G  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 G
  Preferred Stock.
  
       Section 2. Dividends and Distributions.
                  ---------------------------
  
       (A)  Subject  to the  rights of the  holders of any shares of any series of
  Preferred  Stock (or any other stock) ranking prior and superior to the Series G
  Preferred  Stock with  respect to  dividends,  the holders of shares of Series G
  Preferred  Stock shall be entitled to receive,  when,  as and if declared by the
  Board of Directors  out of funds legally  available  for the purpose,  quarterly
  dividends payable in cash on the last day of March, June, September and December
  in each year (each such date being  referred to herein as a "Quarterly  Dividend
  Payment Date"),  commencing on the first Quarterly  Dividend  Payment Date after
  the first  issuance  of a share or  fraction  of a share of  Series G  Preferred
  Stock, in an amount (if any) per share (rounded to the nearest cent), subject to
  the provision for  adjustment  hereinafter  set forth,  equal to 1,000 times the
  aggregate per share amount of all cash dividends,  and 1,000 times the aggregate
  per  share  amount  (payable  in  kind)  of  all  non-cash  dividends  or  other
  distributions,  other than a dividend  payable  in shares of Common  Stock,  par
  value $0.01 per share (the "Common Stock"),  of the Corporation or a subdivision
  of the outstanding  shares of Common Stock (by  reclassification  or otherwise),
  declared on the Common Stock since the immediately  preceding Quarterly Dividend
  Payment  Date or, with respect to the first  Quarterly  Dividend  Payment  Date,
  since  the  first  issuance  of any  share or  fraction  of a share of  Series G
  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 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 amount to which  holders  of shares of Series G  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
  G Preferred Stock as provided in paragraph (A) of this Section immediately after
  it  declares a  dividend  or  distribution  on the Common  Stock  (other  than a
  dividend payable in shares of Common Stock).
  
       (C)  Dividends due pursuant to paragraph (A) of this Section shall begin to
  accrue and be cumulative on outstanding  shares of Series G Preferred Stock from
  the  Quarterly  Dividend  Payment Date next  preceding the date of issue of such
  shares,  unless the date of issue of such shares is prior to the record date for
  the first  Quarterly  Dividend  Payment  Date,  in which case  dividends on such
  shares  shall begin to accrue from the date of issue of such  shares,  or unless
  the date of issue is a Quarterly Dividend Payment Date or is a date after the
  
                                      - A-2 -
  <PAGE>
  
  record  date for the  determination  of holders of shares of Series G  Preferred
  Stock  entitled  to  receive a  quarterly  dividend  and before  such  Quarterly
  Dividend  Payment Date, in either of which events such dividends  shall begin to
  accrue and be cumulative from such Quarterly  Dividend Payment Date. Accrued but
  unpaid dividends shall not bear interest. Dividends paid on the shares of Series
  G Preferred  Stock in an amount less than the total amount of such  dividends at
  the time  accrued and payable on such shares  shall be  allocated  pro rata on a
  share-by-share basis among all such shares at the time outstanding. The Board of
  Directors  may fix a record date for the  determination  of holders of shares of
  Series  G  Preferred  Stock  entitled  to  receive  payment  of  a  dividend  or
  distribution declared thereon,  which record date shall be not more than 60 days
  prior to the date fixed for the payment thereof.
  
       Section 3. Voting Rights.
                  -------------
  
       The holders of shares of Series G Preferred  Stock shall have the following
  voting rights:
  
       (A) Subject to the provision for  adjustment  hereinafter  set forth,  each
  share of Series G  Preferred  Stock shall  entitle  the holder  thereof to 1,000
  votes on all matters submitted to a vote of the stockholders of the Corporation.
  In the event the  Corporation  shall at any time  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 G
  Preferred Stock were entitled  immediately prior to such event shall be adjusted
  by multiplying  such number by a fraction,  the numerator of which is the number
  of shares of 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)  Except  as  otherwise   provided  in  the  Restated   Certificate   of
  Incorporation, including any other Certificate of Designations creating a series
  of  Preferred  Stock or any similar  stock,  or by law, the holders of shares of
  Series G 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 stockholders of the
  Corporation.
  
       (C) Except as set forth herein, or as otherwise required by law, holders of
  Series G 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.
  
       Section 4. Certain Restrictions.
                  --------------------
  
       (A)  Whenever  quarterly  dividends  or other  dividends  or  distributions
  payable on the Series G Preferred Stock as provided in Section 2 are in arrears,
  thereafter and until all accrued and unpaid dividends and distributions, whether
  or not declared,  on shares of Series G 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 G Preferred Stock;
  
                                      - A-3 -
  <PAGE>
  
            (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 G Preferred Stock,
       except  dividends paid ratably on the Series G 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; or
  
            (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 G Preferred  Stock,  provided that
       the  Corporation  may at any time  redeem,  purchase or  otherwise  acquire
       shares of any such junior  stock in exchange for shares of any stock of the
       Corporation   ranking  junior  (as  to  dividends  and  upon   dissolution,
       liquidation or winding up) to the Series G Preferred Stock.
  
       (B) The  Corporation  shall not permit any subsidiary of the Corporation to
  purchase  or  otherwise  acquire  for  consideration  any shares of stock of the
  Corporation unless the Corporation could, under paragraph (A) of this Section 4,
  purchase or otherwise acquire such shares at such time and in such manner.
  
       Section 5. Reacquired Shares.
                  -----------------
  
       Any shares of Series G 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 may be reissued as
  part  of a  new  series  of  Preferred  Stock  subject  to  the  conditions  and
  restrictions  on issuance  set forth herein or in the  Restated  Certificate  of
  Incorporation,  including any Certificate of  Designations  creating a series of
  Preferred Stock or any similar stock, or as otherwise required by law.
  
       Section 6. Liquidation, Dissolution or Winding Up.
                  --------------------------------------
  
       Upon any  liquidation,  dissolution  or winding up of the  Corporation  the
  holders of shares of Series G  Preferred  Stock  shall be entitled to receive an
  aggregate amount per share, subject to the provision for adjustment  hereinafter
  set forth, equal to 1,000 times the aggregate amount to be distributed per share
  to holders of shares of Common  Stock plus an amount  equal to any  accrued  and
  unpaid dividends.  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 to which  holders of shares of Series G
  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.
  
       Section 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 and/or any other
  property,  then in any such case each share of Series G 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 1,000
  
                                      - A-4 -
  <PAGE>
  
  times the aggregate amount of stock, securities,  cash and/or any other property
  (payable  in kind),  as the case may be,  into  which or for which each share of
  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 such case the  amount set forth in the
  preceding  sentence with respect to the exchange or change of shares of Series G
  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.
  
       Section 8. Amendment.
                  ---------
  
       The  Restated  Certificate  of  Incorporation  shall not be  amended in any
  manner,  including in a merger or consolidation,  which would alter,  change, or
  repeal the powers, preferences or special rights of the Series G Preferred Stock
  so as to affect them adversely without the affirmative vote of the holders of at
  least two-thirds of the outstanding  shares of Series G Preferred Stock,  voting
  together as a single class.
  
       Section 9. Rank.
                  ----
  
       The Series G Preferred  Stock shall  rank,  with  respect to the payment of
  dividends and upon liquidation, dissolution and winding up, junior to all series
  of Preferred Stock.
  
  
  
  
  
  
  
                             [INTENTIONALLY LEFT BLANK]
  
  
  
  
                                      - A-5 -
  <PAGE>
  
  
  
  
  
       IN WITNESS  WHEREOF,  this Certificate of Designation is executed on behalf
  of the Corporation by its duly authorized officer this ___ day of March, 2002.
  
  
                                            IMMUNOMEDICS, INC.
  
  
  
                                             By: _______________________________
                                                 Name:
                                                 Title:
  
  
  
  
  
  
  
  
  
  
                                       - A-6 -
  
  <PAGE>
  
                                                                         EXHIBIT B
                                                                         ---------
  
                              FORM OF RIGHT CERTIFICATE
  
  
  
           Certificate No. R - _______                             _____ Rights
  
  
       NOT  EXERCISABLE  AFTER MARCH 1, 2012 OR EARLIER IF  REDEMPTION OR EXCHANGE
       OCCURS.  THE RIGHTS ARE  SUBJECT  TO  REDEMPTION  AT $0.01 PER RIGHT AND TO
       EXCHANGE  ON THE TERMS SET FORTH IN THE  RIGHTS  AGREEMENT.  UNDER  CERTAIN
       CIRCUMSTANCES, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN
       ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE
       DEFINED IN THE RIGHTS  AGREEMENT) OR ANY  SUBSEQUENT  HOLDER OF SUCH RIGHTS
       MAY BECOME NULL AND VOID.
  
  
  Right Certificate
  IMMUNOMEDICS, 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  March  4,  2002  (the  "Rights  Agreement"),  between
  Immunomedics,  Inc., a Delaware corporation (the "Company"),  and American Stock
  Transfer and Trust Company (the "Rights Agent"), to purchase from the Company at
  any time  after the  Distribution  Date (as such term is  defined  in the Rights
  Agreement) and prior to 5:00 P.M.,  eastern  standard time, on March 1, 2012, at
  the principal  office of the Rights Agent,  or at the office of its successor as
  Rights Agent, one one-thousandth of a fully paid non-assessable  share of Series
  F  Junior  Participating  Preferred  Stock,  par  value  $0.01  per  share  (the
  "Preferred  Shares"),  of the Company,  at a purchase price of One Hundred Fifty
  Dollars  ($150.00) per one  one-thousandth  of a Preferred  Share (the "Purchase
  Price"),  upon  presentation  and surrender of this Right  Certificate  with the
  certification and the Form of Election to Purchase duly executed.  The number of
  Rights   evidenced   by  this   Right   Certificate   (and  the  number  of  one
  one-thousandths  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 March 4,  2002,  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-thousandths  of a Preferred  Share which may be
  purchased  upon the exercise of the Rights  evidenced by this Right  Certificate
  are subject to modification and adjustment upon the happening of certain events.
  
  <PAGE>
  
       From and after the occurrence of an event described in Section 11(a)(ii) of
  the Rights  Agreement,  if the Rights evidenced by this Right Certificate are or
  were at any time on or after the  earlier  of (x) the date of such event and (y)
  the Distribution Date (as such term is defined in the Rights Agreement) acquired
  or beneficially  owned by an Acquiring Person or an Associate or Affiliate of an
  Acquiring  Person (as such terms are  defined  in the  Rights  Agreement),  such
  Rights shall become void, and any holder of such Rights shall thereafter have no
  right to exercise such Rights.
  
       This Right  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 Right  Certificates.  Copies of
  the  Rights  Agreement  are on file at the  principal  executive  offices of the
  Company and the offices of the Rights Agent.
  
       This Right  Certificate,  with or without  other Right  Certificates,  upon
  surrender at the  principal  office of the Rights  Agent,  may be exchanged  for
  another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
  evidencing  Rights  entitling the holder to purchase a like aggregate  number of
  Preferred  Shares as the  Rights  evidenced  by the Right  Certificate  or Right
  Certificates  surrendered  shall have entitled such holder to purchase.  If this
  Right  Certificate  shall be exercised in part,  the holder shall be entitled to
  receive upon surrender  hereof another Right  Certificate or Right  Certificates
  for the number of whole Rights not exercised.
  
       Subject to the provisions of the Rights Agreement, at the Company's option,
  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 shares of the  Company's  Common Stock,  par value $0.01 per share,  or
  Preferred Shares.
  
       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-thousandth 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 Right  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 hereof,  nor shall anything contained in the Rights Agreement or herein
  be construed to confer upon the holder  hereof,  as such, any of the rights of a
  stockholder of the Company or any right to vote for the election of directors or
  upon any matter submitted to stockholders at any meeting thereof,  or to give or
  withhold  consent to any corporate  action,  or to receive notice of meetings or
  other  actions  affecting   stockholders  (except  as  provided  in  the  Rights
  Agreement), or to receive dividends or subscription rights, or otherwise,  until
  the  Right or  Rights  evidenced  by this  Right  Certificate  shall  have  been
  exercised as provided in the Rights Agreement.
  
       This Right  Certificate  shall not be valid or  obligatory  for any purpose
  until it shall have been countersigned by the Rights Agent.
  
                                      - B-2 -
  
  <PAGE>
  
  
  
  
  
       WITNESS the facsimile  signature of the proper  officers of the Company and
  its corporate seal. Dated as of ____________, _____.
  
  
  Attest:                                     IMMUNOMEDICS, INC.
  
  
  _____________________________               By:    _____________________________
  
  Countersigned:
  
  
  _____________________________
  Rights Agent
  
  
  
  By:   __________________________
        Authorized Signature
  
  
  
                                      - B-3 -
  <PAGE>
  
  
  
                      Form of Reverse Side of Right Certificate
  
                                 FORM OF ASSIGNMENT
                                 ------------------
               (To be executed by the registered holder if such holder
                    desires to transfer the Right Certificate.)
  
  
       FOR  VALUE  RECEIVED   ______________________  hereby  sells,  assigns  and
  transfers  unto  _______________________________________________________________
                           (Please print name and address of transferee)
  
  this Right Certificate, together with all right, title and interest therein, and
  does hereby irrevocably constitute and appoint _______________________________,
  Attorney, to transfer the within Right Certificate on the books of the
  within-named Company, with full power of substitution.
  
  
  Date:      ______________ __, _______
  
  
                                                __________________________________
                                                            Signature
  
  Signature Guaranteed:
  
       Signatures  must be guaranteed by an "eligible  guarantor  institution"  as
  defined in Rule 17Ad-15  promulgated under the Securities  Exchange Act of 1934,
  as amended.
  
  ----------------------------------------------
  
       The undersigned  hereby  certifies that the Rights  evidenced by this Right
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
  Associate thereof (as defined in the Rights Agreement).
  
                                                __________________________________
                                                            Signature
  
  ----------------------------------------------
  
  
  
                                      - B-4 -
  <PAGE>
  
  
  
               Form of Reverse Side of Right Certificate -- continued
  
                            FORM OF ELECTION TO PURCHASE
                            ----------------------------
                    (To be executed if holder desires to exercise
                              the Right Certificate.)
  
  
  To IMMUNOMEDICS, INC.:
  
       The  undersigned  hereby  irrevocably  elects to  exercise  _______________
  Rights  represented by this Right  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 Right
  Certificate,  a new Right  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  guarantor  institution"  as
  defined in Rule 17Ad-15  promulgated under the Securities  Exchange Act of 1934,
  as amended.
  
  
  
                                      - B-5 -
  <PAGE>
  
  
  
               Form of Reverse Side of Right Certificate -- continued
  
  ----------------------------------------------
  
       The undersigned  hereby  certifies that the Rights  evidenced by this Right
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
  Associate 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 Right  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 Right 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.
  
  
  
  
  
  
  
                                      - B-6 -
  
  <PAGE>
  
  
  
                                                                         EXHIBIT C
                                                                         ---------
  
                            SUMMARY OF RIGHTS TO PURCHASE
                                  PREFERRED SHARES
  
  
  
       On February 28, 2002,  the Board of Directors of  Immunomedics,  Inc.  (the
  "Company") declared a dividend of one preferred share purchase right (a "Right")
  for each  outstanding  share of Common  Stock,  par value  $0.01 per share  (the
  "Common  Shares")  outstanding  on March  15,  2002 (the  "Record  Date") to the
  stockholders of record on that date.  Each Right entitles the registered  holder
  to purchase  from the Company one  one-thousandth  of a share of Series G Junior
  Participating  Preferred  Stock,  par  value  $0.01 per  share  (the  "Preferred
  Shares"),  of the Company, at a price of One Hundred Fifty Dollars ($150.00) per
  one  one-thousandth  of a Preferred  Share (the  "Purchase  Price"),  subject to
  adjustment.  The  description  and terms of the Rights are set forth in a Rights
  Agreement  (the  "Rights  Agreement")  between the Company  and  American  Stock
  Transfer and Trust Company, as Rights Agent (the "Rights Agent").
  
       Until the earlier to occur of (i) 10 days  following a public  announcement
  that a person  or group of  affiliated  or  associated  persons  (an  "Acquiring
  Person")  has  acquired  beneficial  ownership  of  15%  or,  in the  case  of a
  Grandfathered   Stockholder   or  a  Second  Tier   Grandfathered   Stockholder,
  respectively,  such percentage as is specified in the Rights Agreement,  or more
  of the outstanding Common Shares 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 15% or, in the case of a  Grandfathered  Stockholder  or a Second  Tier
  Grandfathered Stockholder,  respectively, such percentage as is specified in the
  Rights Agreement,  or more of the outstanding Common Shares (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced,  with
  respect to any of the Common  Share  certificates  outstanding  as of the Record
  Date,  by such Common  Share  certificate  with a copy of this Summary of Rights
  attached thereto.
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier  redemption  or  expiration  of the  Rights),  new Common Share
  certificates  issued  after the Record Date or upon  transfer or new issuance of
  Common  Shares 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  certificates  for Common Shares
  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 Shares represented by such certificate. As
  soon as  practicable  following the  Distribution  Date,  separate  certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of record
  of the Common  Shares as of the Close of Business on the  Distribution  Date and
  such separate Right Certificates alone will evidence the Rights.
  
  <PAGE>
  
       The Rights are not exercisable until the Distribution Date. The Rights will
  expire  on March 1,  2012  (the  "Final  Expiration  Date"),  unless  the  Final
  Expiration  Date is extended  or unless the Rights are  earlier  redeemed by the
  Company, in each case, as described below.
  
       The Purchase  Price  payable,  and the number of Preferred  Shares 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
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
  securities  convertible into Preferred Shares with a conversion price, less than
  the  then  current  market  price of the  Preferred  Shares  or  (iii)  upon the
  distribution to holders of the Preferred  Shares of evidences of indebtedness or
  assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
  retained  earnings or dividends  payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of one one-thousandths of a
  Preferred  Share  issuable  upon  exercise  of each  Right are also  subject  to
  adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
  dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
       Preferred  Shares  purchasable  upon  exercise  of the  Rights  will not be
  redeemable.  Each  Preferred  Share will be  entitled  to a  quarterly  dividend
  payment of 1,000 times the dividend  declared per Common Share.  In the event of
  liquidation,  the  holders  of the  Preferred  Shares  will  be  entitled  to an
  aggregate  payment of 1,000 times the  aggregate  payment made per Common Share.
  Each  Preferred  Share will have 1,000 votes,  voting  together  with the Common
  Shares. In the event of any merger,  consolidation or other transaction in which
  Common Shares are exchanged,  each  Preferred  Share will be entitled to receive
  1,000 times the amount received per Common Share.  These rights are protected by
  customary anti-dilution provisions.
  
       Because of the nature of the Preferred  Shares'  dividend,  liquidation and
  voting rights, the value of the one one-thousandth interest in a Preferred Share
  purchasable  upon  exercise of each Right  should  approximate  the value of one
  Common Share.
  
       From and after the occurrence of an event described in Section 11(a)(ii) of
  the Rights  Agreement,  if the Rights evidenced by this Right Certificate are or
  were at any time on or after the  earlier  of (x) the date of such event and (y)
  the Distribution Date (as such term is defined in the Rights Agreement) acquired
  or beneficially  owned by an Acquiring Person or an Associate or Affiliate of an
  Acquiring  Person (as such terms are  defined  in the  Rights  Agreement),  such
  Rights shall become void, and any holder of such Rights shall thereafter have no
  right to exercise such Rights.
  
       In the event that, at any time after a Person becomes an Acquiring  Person,
  the Company is acquired in a merger or other business combination transaction or
  50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
  provision will be made so that each holder of a Right will  thereafter  have the
  right to receive,  upon the exercise  thereof at the then current exercise price
  of the Right,  that number of shares of common  stock of the  acquiring  company
  
                                      - C-2 -
  <PAGE>
  
  which at the time of such  transaction will have a market value of two times the
  exercise  price of the Right.  In the event that any person becomes an Acquiring
  Person,  proper  provision  shall be made so that each holder of a Right,  other
  than Rights  beneficially  owned by the Acquiring  Person and its Affiliates and
  Associates  (which will  thereafter be void),  will thereafter have the right to
  receive upon  exercise that number of Common Shares having a market value of two
  times the exercise price of the Right.  If the Company does not have  sufficient
  Common Shares to satisfy such obligation to issue Common Shares, or if the Board
  of Directors so elects,  the Company  shall deliver upon payment of the exercise
  price of a Right an  amount  of cash or  securities  equivalent  in value to the
  Common Shares  issuable upon exercise of a Right;  provided that, if the Company
  fails to meet such obligation within 30 days following the date a Person becomes
  an Acquiring  Person,  the Company must  deliver,  upon  exercise of a Right but
  without  requiring  payment of the exercise price then in effect,  Common Shares
  (to the extent available) and cash equal in value to the difference  between the
  value of the Common Shares  otherwise  issuable upon the exercise of a Right and
  the exercise price then in effect.  The Board of Directors may extend the 30-day
  period  described  above for up to an additional 60 days to permit the taking of
  action that may be necessary to authorize sufficient additional Common Shares to
  permit the issuance of Common Shares upon the exercise in full of the Rights.
  
       At any time after any Person  becomes an Acquiring  Person and prior to the
  acquisition  by any  person or group of a  majority  of the  outstanding  Common
  Shares,  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  Common  Share  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 1% in
  such Purchase Price. No fractional  Preferred  Shares will be issued (other than
  fractions  which are  integral  multiples of one  one-thousandth  of a Preferred
  Share,  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  Shares on the last trading day prior to the date
  of exercise.
  
       At any time prior to the time any Person becomes an Acquiring  Person,  the
  Board of  Directors  of the Company  may redeem the Rights in whole,  but not in
  part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of
  the  Rights  may be made  effective  at such  time,  on such basis and with such
  conditions  as the Board of  Directors  in its sole  discretion  may  establish.
  Immediately upon any 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.
  
       The terms of the Rights may be  amended  by the Board of  Directors  of the
  Company  without the consent of the holders of the Rights,  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  (other than the
  Acquiring Person and its Affiliates and Associates).
  
                                      - C-3 -
  <PAGE>
  
  
       Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       A copy of the  Agreement  has been filed with the  Securities  and Exchange
  Commission as an Exhibit to a Registration  Statement on Form 8-A dated March 8,
  2002. A copy of the 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  Agreement,  which is  hereby
  incorporated herein by reference.
  
  
  
  
                                      - C-4 -
  
  <PAGE>
  
                                    EXHIBIT 99.1
                                    ------------
  
              IMMUNOMEDICS ADOPTS NEW 2002 STOCKHOLDERS RIGHTS PLAN TO
                          REPLACE EXISTING 1998 RIGHTS PLAN
  
  
  Morris Plains,  NJ, March 4, 2002 --- Immunomedics,  Inc.  (Nasdaq:  IMMU) today
  announced  that its  Board of  Directors  has  approved  the  redemption  of all
  outstanding Rights under its 1998 Stockholder Rights Plan in connection with the
  adoption  of  a  new  2002  Stockholder   Rights  Plan.  Holders  of  shares  of
  Immunomedics  common  stock as of the close of  business  on March 15, 2002 will
  receive $0.001 for each  outstanding  Right to be redeemed under the 1998 Rights
  Plan, as well as a dividend in the form of one Right under the 2002 Rights Plan,
  in each case for each share of common  stock held as of such date.  The Board of
  Directors  approved  an Exercise  Price under the 2002 Rights Plan of $150.  per
  Right, in part, upon the advice of their financial advisors.
  
  The 2002 Rights Plan is not being adopted in response to any specific  effort to
  acquire  control of the  Company,  but  rather to  continue  to ensure  that all
  Immunomedics'  shareholders  are treated  fairly in the event of an  unsolicited
  takeover of the Company,  as well as to guard  against  partial  tender  offers,
  squeeze-outs,  open  market  accumulation  and other  tactics  intended  to gain
  control of Immunomedics without maximizing shareholder value.
  
  The 2002  Rights  Plan,  like  the 1998  Plan,  provides  that if a third  party
  acquires more than 15% of  Immunomedics'  common stock without prior approval of
  the  Board  of  Directors,  all  stockholders  of the  Company  (other  than the
  acquiring  party) will be entitled to buy either  shares of a special  series of
  the Company's junior  participating  preferred stock, or shares of the Company's
  common  stock with a market  value equal to double the  Exercise  Price for each
  2002 Right they hold.  Under these  circumstances,  the Board of  Directors  may
  instead allow each such Right (other than those held by the acquiring  party) to
  be  exchanged  for one share of the  Company's  common  stock.  The  exercise or
  exchange of these 2002 Rights would have a  substantial  dilutive  effect on the
  acquiring party.
  
  Immunomedics  is  a  biopharmaceutical   company  focused  on  the  development,
  manufacture and commercialization of diagnostic imaging and therapeutic products
  for the detection and treatment of cancer and infectious  diseases.  Integral to
  these products are highly specific monoclonal  antibodies and antibody fragments
  designed  to deliver  radioisotopes  and  chemotherapeutic  agents to tumors and
  sites of  infection.  Immunomedics  has five  therapeutic  products  in clinical
  trials and has two  marketed  diagnostic  imaging  products.  The most  advanced
  therapeutic  product  candidates are LymphoCide(tm)  (epratuzumab),  which is in
  Phase II and  Phase III  clinical  trials  for the  treatment  of  non-Hodgkin's
  lymphoma, and CEA-Cide(tm) (labetuzumab), which is in Phase I/II clinical trials
  for the treatment of certain solid tumors.
  
  This release, in addition to historical  information,  contains  forward-looking
  statements  made  pursuant to the Private  Securities  Litigation  Reform Act of
  1995. Such statements,  including statements regarding clinical trials,  involve
  significant  risks and  uncertainties and actual results could differ materially
  from  those  expressed  or  implied  herein.   Factors  that  could  cause  such
  differences  include,  but are not limited to, risks associated with new product
  development     (including    clinical    trials    outcome    and    regulatory
  requirements/actions),  competitive  risks to marketed products and availability
  of financing and other sources of capital, as well as the risks discussed in the
  Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.
  
  Company Contact: Rebecca Kinner, Investor Relations,  (973) 605-8200,  extension
  263. Visit the company's web site at http://www.Immunomedics.com
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "stockholderrightsplan.txt", "description": "STOCKHOLDERS RIGHTS PLAN (FORM 8-K)", "secsgml_size_bytes": 171068}]
metadata_filer: {"company-data": {"conformed-name": "IMMUNOMEDICS INC", "cik": "0000722830", "assigned-sic": "2835", "irs-number": "611009366", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12104", "film-number": "02570696"}, "business-address": {"street1": "300 AMERICAN RD", "city": "MORRIS PLAINS", "state": "NJ", "zip": "07950", "phone": "9736058200"}, "mail-address": {"street1": "300 AMERICAN ROAD", "city": "MORRIS PLAINS", "state": "NJ", "zip": "07950"}}
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): March 4, 2002
                                                             -------------
  
                                 IMMUNOMEDICS, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  Delaware                           0-12104                     61-1009366
  -------------------------------------------------------------------------------
  (State or other                  (Commission                  (IRS Employer
  jurisdiction                    File Number)               Identification No.)
  of incorporation)
  
  300 American Road, Morris Plains, New Jersey                      07950
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                        (Zip Code)
  
       Registrant's telephone number, including area code: (973) 605-8200
                                                           --------------
  
                                   Not applicable
  -------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
                                         1
  Item 5. Other Events.
          ------------
  
       On February 28, 2002,  the Board of Directors of  Immunomedics,  Inc.  (the
  "Company") declared a dividend of one preferred share purchase right (a "Right")
  for each  outstanding  share of Common  Stock,  par value  $0.01 per share  (the
  "Common  Shares")  outstanding  on March  15,  2002 (the  "Record  Date") to the
  stockholders of record on that date.  Each Right entitles the registered  holder
  to purchase  from the Company one  one-thousandth  of a share of Series G Junior
  Participating  Preferred  Stock,  par  value  $0.01 per  share  (the  "Preferred
  Shares"),  of the  Company,  at a price of $150.00 per one  one-thousandth  of a
  Preferred Share (the "Purchase Price"),  subject to adjustment.  The description
  and  terms  of the  Rights  are set  forth in a Rights  Agreement  (the  "Rights
  Agreement")  between the Company and American  Stock Transfer and Trust Company,
  as Rights  Agent (the  "Rights  Agent").  All  capitalized  terms not  otherwise
  defined  herein shall be deemed to have the meaning  ascribed  such terms in the
  Rights Agreement.
  
       Until the earlier to occur of (i) 10 days  following a public  announcement
  that a person  or group of  affiliated  or  associated  persons  (an  "Acquiring
  Person")  has  acquired  beneficial  ownership of 15% or, in the case of certain
  existing stockholders,  together with their respective Affiliates or Associates,
  who,  as of  February  28,  2002,  beneficially  owned 15% or more of the Common
  Shares ("Existing Holders") and such other Person who or which is the Beneficial
  Owner of Common  Shares  beneficially  owned by any such  existing  stockholders
  (such Existing Holders and Persons,  collectively,  "Grandfathered Stockholders"
  and such other Person who are not Existing Holders as described  above,  "Second
  Tier Grandfathered Stockholders",  such higher percentage as is specified in the
  Rights Agreement,  or more of the outstanding  Common Shares 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 15% or,  in the  case of a  Grandfathered
  Stockholder  or a Second  Tier  Grandfathered  Stockholder,  respectively,  such
  percentage as is specified in the Rights  Agreement,  or more of the outstanding
  Common Shares (the earlier of such dates being called the "Distribution  Date"),
  the  Rights  will  be  evidenced,  with  respect  to  any of  the  Common  Share
  certificates outstanding as of the Record Date, by such Common Share certificate
  with a copy of this Summary of Rights attached thereto.
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier  redemption  or  expiration  of the  Rights),  new Common Share
  certificates  issued  after the Record Date or upon  transfer or new issuance of
  Common  Shares 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  certificates  for Common Shares
  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 Shares represented by such certificate. As
  soon as  practicable  following the  Distribution  Date,  separate  certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of record
  of the Common  Shares as of the Close of Business on the  Distribution  Date and
  such separate Right Certificates alone will evidence the Rights.
  
                                         2
  The Rights are not exercisable until the Distribution Date. The Rights will
  expire  on March 1,  2012  (the  "Final  Expiration  Date"),  unless  the  Final
  Expiration  Date is extended  or unless the Rights are  earlier  redeemed by the
  Company, in each case, as described below.
  
       The Purchase  Price  payable,  and the number of Preferred  Shares 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
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
  securities  convertible into Preferred Shares with a conversion price, less than
  the  then  current  market  price of the  Preferred  Shares  or  (iii)  upon the
  distribution to holders of the Preferred  Shares of evidences of indebtedness or
  assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
  retained  earnings or dividends  payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of one one-thousandths of a
  Preferred  Share  issuable  upon  exercise  of each  Right are also  subject  to
  adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
  dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
       Preferred  Shares  purchasable  upon  exercise  of the  Rights  will not be
  redeemable.  Each  Preferred  Share will be  entitled  to a  quarterly  dividend
  payment of 1,000 times the dividend  declared per Common Share.  In the event of
  liquidation,  the  holders  of the  Preferred  Shares  will  be  entitled  to an
  aggregate  payment of 1,000 times the  aggregate  payment made per Common Share.
  Each  Preferred  Share will have 1,000 votes,  voting  together  with the Common
  Shares. In the event of any merger,  consolidation or other transaction in which
  Common Shares are exchanged,  each  Preferred  Share will be entitled to receive
  1,000 times the amount received per Common Share.  These rights are protected by
  customary anti-dilution provisions.
  
       Because of the nature of the Preferred  Shares'  dividend,  liquidation and
  voting rights, the value of the one one-thousandth interest in a Preferred Share
  purchasable  upon  exercise of each Right  should  approximate  the value of one
  Common Share.
  
       From and after the occurrence of an event described in Section 11(a)(ii) of
  the Rights Agreement, if the Rights evidenced by a Right Certificate are or were
  at any time on or after the  earlier  of (x) the date of such  event and (y) the
  Distribution  Date acquired or beneficially  owned by an Acquiring  Person or an
  Associate or Affiliate of an Acquiring  Person (as such terms are defined in the
  Rights Agreement),  such Rights shall become void, and any holder of such Rights
  shall thereafter have no right to exercise such Rights.
  
       In the event that, at any time after a Person becomes an Acquiring  Person,
  the Company is acquired in a merger or other business combination transaction or
  50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
  provision will be made so that each holder of a Right will  thereafter  have the
  right to receive,  upon the exercise  thereof at the then current exercise price
  of the Right,  that number of shares of common  stock of the  acquiring  company
  which at the time of such  transaction will have a market value of two times the
  exercise  price of the Right.  In the event that any person becomes an Acquiring
  
                                         3
  Person,  proper  provision  shall be made so that each holder of a Right,  other
  than Rights  beneficially  owned by the Acquiring  Person and its Affiliates and
  Associates  (which will  thereafter be void),  will thereafter have the right to
  receive upon  exercise that number of Common Shares having a market value of two
  times the exercise price of the Right.  If the Company does not have  sufficient
  Common Shares to satisfy such obligation to issue Common Shares, or if the Board
  of Directors so elects,  the Company  shall deliver upon payment of the exercise
  price of a Right an  amount  of cash or  securities  equivalent  in value to the
  Common Shares  issuable upon exercise of a Right;  provided that, if the Company
  fails to meet such obligation within 30 days following the date a Person becomes
  an Acquiring  Person,  the Company must  deliver,  upon  exercise of a Right but
  without  requiring  payment of the exercise price then in effect,  Common Shares
  (to the extent available) and cash equal in value to the difference  between the
  value of the Common Shares  otherwise  issuable upon the exercise of a Right and
  the exercise price then in effect.  The Board of Directors may extend the 30-day
  period  described  above for up to an additional 60 days to permit the taking of
  action that may be necessary to authorize sufficient additional Common Shares to
  permit the issuance of Common Shares upon the exercise in full of the Rights.
  
       At any time after any Person  becomes an Acquiring  Person and prior to the
  acquisition  by any  person or group of a  majority  of the  outstanding  Common
  Shares,  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  Common  Share  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 1% in
  such Purchase Price. No fractional  Preferred  Shares will be issued (other than
  fractions  which are  integral  multiples of one  one-thousandth  of a Preferred
  Share,  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  Shares on the last trading day prior to the date
  of exercise.
  
       At any time prior to the time any Person becomes an Acquiring  Person,  the
  Board of  Directors  of the Company  may redeem the Rights in whole,  but not in
  part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of
  the  Rights  may be made  effective  at such  time,  on such basis and with such
  conditions  as the Board of  Directors  in its sole  discretion  may  establish.
  Immediately upon any 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.
  
       The terms of the Rights may be  amended  by the Board of  Directors  of the
  Company  without the consent of the holders of the Rights,  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  (other than the
  Acquiring Person and its Affiliates and Associates).
  
       Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       The Rights  Agreement,  dated  March 4, 2002,  specifying  the terms of the
  Rights and including the form of the Certificate of  Designations  setting forth
  
                                         4
  the terms of the Preferred Shares as an exhibit  thereto,  is attached hereto as
  an exhibit and is incorporated herein by reference. The foregoing description of
  the Rights does not purport to be complete  and is  qualified in its entirety by
  reference to the attached exhibit.
  
       On March  4,  2002,  the  Company  publicly  disseminated  a press  release
  announcing  that  the  Board  of  Directors  of the  Company  adopted  the  2002
  Stockholders Rights Plan to protect its stockholders.  The information contained
  in the press  release is  incorporated  herein by reference and filed as Exhibit
  99.1 hereto.
  
  Item 7.  Financial Statements, Pro Form Financial Information and Exhibits.
           -----------------------------------------------------------------
  
  (a)      Financial statements of business acquired.
           -----------------------------------------
  
  Not Applicable
  
  (b)      Pro forma financial information.
           -------------------------------
  
  Not Applicable.
  
  (c)      Exhibits.
           --------
  
                Exhibit
                No.                               Description
                -------                           -----------
  
                4.1   Rights  Agreement,  dated  as  of  March  4,  2002,  between
                      Immunomedics,  Inc.  and  American  Stock  Transfer  & Trust
                      Company,   which   includes  the  form  of   Certificate  of
                      Designations  setting forth the terms of the Series G Junior
                      Participating  Preferred Stock,  $0.01 par value, as Exhibit
                      A,  the  form of  Right  Certificate  as  Exhibit  B and the
                      Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
                99.1  Registrant's Press Release, issued March 4, 2002.
  
                                         5
  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.
  
                                      IMMUNOMEDICS, INC.
  
  Dated:  March 7, 2002               By:   /s/ Gerard G. Gorman
                                            --------------------------------------
                                            Gerard G. Gorman
                                            Chief Financial Officer
  
                                         6
  EXHIBIT INDEX
  
      Exhibit No.                       Description
      ----------                        -----------
  
          4.1         Rights  Agreement,  dated  as  of  March  4,  2002,  between
                      Immunomedics,  Inc.  and  American  Stock  Transfer  & Trust
                      Company,   which   includes  the  form  of   Certificate  of
                      Designations  setting forth the terms of the Series G Junior
                      Participating  Preferred Stock,  $0.01 par value, as Exhibit
                      A,  the  form of  Right  Certificate  as  Exhibit  B and the
                      Summary of Rights to Purchase Preferred Shares as Exhibit C.
  
          99.1        Registrant's Press Release, issued March 4, 2002.
  
                                         7
  EXHIBIT 4.1
                                    -----------
  
                                 IMMUNOMEDICS, INC.
  
                                         and
  
                      AMERICAN STOCK TRANSFER AND TRUST COMPANY
  
                                    Rights Agent
  
                                  RIGHTS AGREEMENT
  
                              Dated as of March 4, 2002
  TABLE OF CONTENTS
                                  -----------------
                                                                                      Page
                                                                                      ----
  Section 1.        Certain Definitions..................................................1
  Section 2.        Appointment of Rights Agent..........................................4
  Section 3.        Issue of Right Certificates..........................................4
  Section 4.        Form of Right Certificates...........................................6
  Section 5.        Countersignature and Registration....................................6
  Section 6.        Transfer,  Split Up,  Combination  and Exchange of Right
                    Certificates;  Mutilated,  Destroyed,  Lost or Stolen Right
                    Certificates.........................................................7
  Section 7.        Exercise of Rights; Purchase Price; Expiration Date of Rights........7
  Section 8.        Cancellation and Destruction of Right Certificates...................9
  Section 9.        Status and Availability of Preferred Shares..........................9
  Section 10.       Preferred Shares Record Date........................................10
  Section 11.       Adjustment of Purchase Price, Number of Shares or Number of Rights..10
  Section 12.       Certificate of Adjustment...........................................16
  Section 13.       Consolidation, Merger or Sale or Transfer of Assets.................17
  Section 14.       Fractional Rights and Fractional Shares.............................17
  Section 15.       Rights of Action....................................................18
  Section 16.       Agreement of Right Holders..........................................19
  Section 17.       Right Certificate Holder Not Deemed a Stockholder...................19
  Section 18.       Concerning the Rights Agent.........................................20
  Section 19.       Merger or Consolidation or Change of Name of Rights Agent...........20
  Section 20.       Duties of Rights Agent..............................................21
  Section 21.       Change of Rights Agent..............................................23
  Section 22.       Issuance of New Right Certificates..................................23
  Section 23.       Redemption..........................................................24
  Section 24.       Exchange............................................................24
  Section 25.       Notice of Certain Events............................................26
  Section 26.       Notices.............................................................26
  Section 27.       Supplements and Amendments..........................................27
  Section 28.       Successors..........................................................28
  Section 29.       Benefits of this Agreement..........................................28
  Section 30.       Severability........................................................28
  Section 31.       Governing Law.......................................................28
  Section 32.       Counterparts........................................................28
  Section 33.       Descriptive Headings................................................28
  Section 34.       Administration......................................................28
  - i -
  RIGHTS AGREEMENT
  
       Agreement,  dated  as of March  4,  2002,  between  Immunomedics,  Inc.,  a
  Delaware  corporation  (the  "Company"),  and  American  Stock  Transfer & Trust
  Company (the "Rights Agent").
  
       The Board of  Directors  of the  Company  has  authorized  and  declared  a
  dividend of one  preferred  share  purchase  right (a "Right") for each share of
  Common  Stock,  par value  $0.01 per share,  of the  Company (a "Common  Share")
  outstanding  on the Close of Business on March 15, 2002 (the "Record  Date") and
  has authorized the issuance of one Right with respect to each additional  Common
  Share that shall become outstanding  between the Record Date and the earliest of
  the Close of Business on the  Distribution  Date,  the  Redemption  Date and the
  Close of Business on the Final Expiration Date, and certain additional shares of
  Common  Stock that  shall  become  outstanding  after the  Distribution  Date as
  provided in Section 22 of this Agreement,  each Right  representing the right to
  purchase one  one-thousandth of a Preferred Share (as hereinafter  defined),  or
  such  different  amount  and/or  kind of  securities  as  shall  be  hereinafter
  provided.
  
       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:
  
       "Acquiring  Person"  shall mean any Person who or which,  together with all
  Affiliates and Associates of such Person,  shall be the Beneficial Owner of 15%,
  or in the case of (i) a  Grandfathered  Stockholder  other  than a  Second  Tier
  Grandfathered Stockholder, 19%, or (ii) a Second Tier Grandfathered Stockholder,
  the  greater  of 15% or such  percentage  as is equal to the  percentage  of the
  outstanding   Common  Shares  represented  by  such  Second  Tier  Grandfathered
  Stockholder's  Second Tier  Shares plus 1%, or more of the Common  Shares of the
  Company  then  outstanding  but  shall not  include  (i) the  Company,  (ii) any
  Subsidiary of the Company,  (iii) any employee benefit plan of the Company or of
  any  Subsidiary of the Company,  or (iv) any entity holding Common Shares for or
  pursuant to the terms of any such  employee  benefit plan.  Notwithstanding  the
  foregoing,  (1) no Person shall become an "Acquiring Person" as the result of an
  acquisition  of Common  Shares by the Company  which,  by reducing the number of
  shares  outstanding,  increases the proportionate  number of shares beneficially
  owned by such Person to 15% (or such other  percentage as would otherwise result
  in such person becoming an Acquiring Person) or more of the Common Shares of the
  Company then outstanding;  provided,  however,  that if a Person shall so become
  the  Beneficial  Owner of 15% (or such other  percentage)  or more of the Common
  Shares of the Company then  outstanding  by reason of an  acquisition  of Common
  Shares by the  Company and shall,  after such share  purchases  by the  Company,
  become the Beneficial Owner of an additional 1% of the outstanding Common Shares
  of the Company,  then such Person shall be deemed to be an  "Acquiring  Person,"
  and (2) if the Board of Directors of the Company determines in good faith that a
  Person who would otherwise be an "Acquiring  Person," as defined pursuant to the
  foregoing provisions of this paragraph, has become such inadvertently,  and such
  Person divests as promptly as  practicable a sufficient  number of Common Shares
  so that such  Person  would no  longer  be an  "Acquiring  Person,"  as  defined
  pursuant to the foregoing  provisions of this paragraph,  then such Person shall
  not be deemed to have  become an  "Acquiring  Person"  for any  purposes of this
  Agreement.
  
                                      - 1 -
  "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 (the "Exchange  Act"), as in effect
  on the date of this Agreement.
  
       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),  written or otherwise, or upon the exercise
       of  conversion  rights,  exchange  rights,  rights (other than the Rights),
       warrants or options, or otherwise;  provided,  however, that a Person shall
       not be  deemed to be the  Beneficial  Owner  of,  or to  beneficially  own,
       securities  tendered  pursuant to a tender or exchange  offer made pursuant
       to,  and  in  accordance   with,  the  applicable   rules  and  regulations
       promulgated under the Exchange Act 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  (other than
       customary  agreements  with and  between  underwriters  and  selling  group
       members with respect to a bona fide public offering of securities), written
       or otherwise, for the purpose of acquiring,  holding, voting (except to the
       extent  contemplated  by the  proviso  to  section  (B) of the  immediately
       preceding paragraph (ii)) or disposing of any securities of the Company.
  
       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.
  
                                       - 2 -
  "Business Day" shall mean any day other than a Saturday,  Sunday,  or a day
  on which  banking  institutions  in the  State of New  York  are  authorized  or
  obligated by law or executive order to close.
  
       "Close of  Business"  on any given  date  shall  mean  5:00  P.M.,  Eastern
  Standard  Time,  on such  date;  provided,  however,  that if such date is not a
  Business  Day it shall  mean  5:00  P.M.,  Eastern  Standard  Time,  on the next
  succeeding Business Day.
  
       "Common  Shares"  when used with  reference  to the Company  shall mean the
  shares of Common  Stock,  par value  $.01 per  share,  of the  Company.  "Common
  Shares" when used with reference to any Person other than the Company shall mean
  the capital stock (or equity  interest)  with the greatest  voting power of such
  other  Person or, if such other Person is a Subsidiary  of another  Person,  the
  Person or Persons which ultimately control such first-mentioned Person.
  
       "Common  Share  Equivalents"  shall have the  meaning  set forth in Section
  11(a)(iii)(B)(3) hereof.
  
       "Current   Value"   shall   have  the   meaning   set   forth  in   Section
  11(a)(iii)(A)(1) hereof.
  
       "Distribution  Date"  shall  have the  meaning  set forth in  Section  3(a)
  hereof.  "equivalent  preferred  shares"  shall  have the  meaning  set forth in
  Section 11(b) hereof.
  
       "Exchange Ratio" shall have the meaning set forth in Section 24(a) hereof.
  
       "Final Expiration Date" shall mean March 1, 2012.
  
       "Grandfathered  Stockholder" shall mean (i) each stockholder that, together
  with its  Affiliates and Associates  (each an "Existing  Holder"),  beneficially
  owns,  as of the date of adoption of this  Agreement,  15% or more of the Common
  Shares;  and (ii) any  Person  not  covered  by (i)  above,  who or which is the
  Beneficial Owner of Common Shares beneficially owned by an Existing Holder (each
  such  Person  a  "Second  Tier  Grandfathered  Stockholder"  and the  shares  so
  beneficially  owned, such Second Tier GrandFathered  Stockholder's  "Second Tier
  Shares").
  
       "Person" shall mean any individual, firm, corporation, partnership, limited
  partnership,  limited liability  partnership,  business trust, limited liability
  company,  unincorporated  association  or other  entity,  and shall  include any
  successor (by merger or otherwise) of such entity.
  
       "Purchase Price" shall have the meaning set forth in Section 7(b) hereof.
  
       "Preferred  Shares"  shall  mean  shares of  Series G Junior  Participating
  Preferred  Stock,  par value $0.01 per share,  of the Company having such rights
  and  preferences as are set forth in the form of Certificate of Designation  set
  forth as Exhibit A hereto, as the same may be amended from time to time.
  
                                       - 3 -
  "Redemption Date" shall have the meaning set forth in Section 23 hereof.
  
       "Right  Certificate"  shall  mean  a  certificate  evidencing  a  Right  in
  substantially the form of Exhibit B hereto.
  
       "Section  11(a)(ii)  Trigger  Date"  shall  have the  meaning  set forth in
  Section 11(a)(iii) hereof.
  
       "Shares  Acquisition  Date"  shall mean the  earlier of the date of (i) the
  public  announcement  by the Company or an  Acquiring  Person that an  Acquiring
  Person has become such or (ii) the public  disclosure of facts by the Company or
  an Acquiring Person indicating that an Acquiring Person has become such.
  
       "Spread" shall have the meaning set forth in Section 11(a)(iii)(A) hereof.
  
       "Subsidiary" of any Person shall mean any Person of which a majority of the
  voting  power of the  voting  equity  securities  or equity  interest  is owned,
  directly or indirectly, by such Person.
  
       "Substitution   Period"  shall  have  the  meaning  set  forth  in  Section
  11(a)(iii) hereof.
  
       "Summary of Rights" shall mean the Summary of Rights to Purchase  Preferred
  Shares in substantially the form of Exhibit C hereto.
  
       Section 2. Appointment of Rights Agent.
                  ---------------------------
  
       The  Company  hereby  appoints  the  Rights  Agent to act as agent  for the
  Company and the holders of the Rights (who, in accordance with Section 3 hereof,
  shall prior to the  Distribution  Date also be the holders of the Common Shares)
  in accordance with the terms and conditions  hereof, and the Rights Agent hereby
  accepts  such  appointment.  The  Company  may from  time to time  appoint  such
  co-Rights Agents as it may deem necessary or desirable.
  
       Section 3. Issue of Right Certificates.
                  ---------------------------
  
       (a) Until the  earlier  of (i) the tenth day after the  Shares  Acquisition
  Date or (ii) the tenth  Business Day (or such later date as may be determined by
  action of the Board of Directors of the Company 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 Shares 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 any of the
  Persons  referred to in the preceding  parenthetical)  to commence,  a tender or
  exchange offer the consummation of which would result in any Person becoming the
  Beneficial  Owner of  Common  Shares  aggregating  15% or,  in the case of (i) a
  
                                       - 4 -
  Grandfathered  Stockholder other than a Second Tier  Grandfathered  Stockholder,
  19%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 15% or such
  percentage as is beneficially  owned by each Existing Holder plus 1%, or more of
  the then  outstanding  Common Shares (such date 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  Shares
  registered in the names of the holders thereof (which certificates shall also be
  deemed to be Right Certificates) and not by separate Right Certificates, and (y)
  the right to receive Right  Certificates will be transferable only in connection
  with  the  transfer  of  Common  Shares.   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,  at the  expense  of the  Company,  send) by  first-class,
  insured,  postage-prepaid mail, to each record holder of Common Shares as of the
  Close of Business on the Distribution  Date, at the address of such holder shown
  on the records of the Company, a Right Certificate evidencing one Right for each
  Common Share so held. As of the Distribution  Date, the Rights will be evidenced
  solely by such Right Certificates.
  
       (b) On the Record Date, or as soon as practicable  thereafter,  the Company
  will send a copy of the Summary of Rights by first-class,  postage-prepaid mail,
  to each record holder of Common Shares 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 Shares  outstanding  as of the Record Date,
  until the  Close of  Business  on the  Distribution  Date,  the  Rights  will be
  evidenced by such  certificates  registered in the names of the holders  thereof
  together with a copy of the Summary of Rights attached thereto.  Until the Close
  of Business on the  Distribution  Date (or the earlier of the Redemption Date or
  the Close of Business on the Final Expiration  Date), the surrender for transfer
  of any  certificate  for Common Shares  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 Shares evidenced thereby.
  
       (c)  Certificates  for Common Shares which become  outstanding  (including,
  without limitation, reacquired Common Shares referred to in the last sentence of
  this paragraph (c)) after the Record Date but prior to the earliest of the Close
  of  Business  on the  Distribution  Date,  the  Redemption  Date or the Close of
  Business  on 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  Immunomedics,
       Inc. and American Stock Transfer & Trust Company, as Rights Agent, dated as
       of March 4, 2002,  as it may from time to time be  amended or  supplemented
       pursuant  to its terms  (the  "Rights  Agreement"),  the terms of which are
       hereby  incorporated  herein by reference and a copy of which is on file at
       the  principal  executive  offices  of  Immunomedics,  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. Immunomedics, Inc. will mail to the holder of this certificate
       a copy of the Rights  Agreement  without  charge after receipt of a written
       request  therefor.  Under  certain  circumstances,  Rights that are or were
       acquired  or  beneficially  owned by  Acquiring  Persons (as defined in the
       Rights Agreement) may become null and void.
  
                                       - 5 -
  With respect to such  certificates  containing the foregoing  legend,  until the
  Close of Business  on the  Distribution  Date,  the Rights  associated  with the
  Common  Shares   represented  by   certificates   shall  be  evidenced  by  such
  certificates alone, and the surrender for transfer of any such certificate shall
  also  constitute  the transfer of the Rights  associated  with the Common Shares
  represented  thereby.  In the event that the Company  purchases  or acquires any
  Common  Shares  after the Record  Date but prior to the Close of Business on the
  Distribution Date, any Rights associated with such Common Shares shall be deemed
  canceled  and retired so that the Company  shall not be entitled to exercise any
  Rights  associated  with the  Common  Shares  which are no  longer  outstanding.
  
       Section 4. Form of Right Certificates.
                  --------------------------
  
       The Right  Certificates  (and the forms of election  to purchase  Preferred
  Shares  and of  assignment  to be  printed  on the  reverse  thereof)  shall  be
  substantially  the  same  as  Exhibit  B  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 inconsistent
  with the provisions of this Agreement,  or as may be required to comply with any
  applicable law or with any rule or regulation made pursuant  thereto or with any
  rule or  regulation  of any stock  exchange on which the Rights may from time to
  time be listed, or to conform to usage.  Subject to the other provisions of this
  Agreement,  the Right Certificates shall entitle the holders thereof to purchase
  such number of one  one-thousandths  of a Preferred  Share as shall be set forth
  therein  at the  Purchase  Price,  but the  number of one  one-thousandths  of a
  Preferred  Share and the  Purchase  Price  shall be  subject  to  adjustment  as
  provided herein.
  
       Section 5. Countersignature and Registration.
                  ---------------------------------
  
       The Right  Certificates  shall be  executed on behalf of the Company by its
  Chairman of the Board, its Chief Executive  Officer,  its President,  any of its
  Vice  Presidents or its Treasurer,  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 any Assistant  Secretary of the Company,  either
  manually  or  by  facsimile   signature.   The  Right   Certificates   shall  be
  countersigned  by the Rights Agent and shall not be valid for any purpose unless
  so  countersigned,  either manually or by facsimile.  In case any officer of the
  Company  who shall have signed any of the Right  Certificates  shall cease to be
  such  officer of the Company  before  countersignature  by the Rights  Agent and
  issuance and delivery by the Company, such Right 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 Right
  Certificates  had not ceased to be such  officer of the  Company;  and any Right
  Certificate  may be signed on behalf of the  Company by any person  who,  at the
  actual  date of the  execution  of such  Right  Certificate,  shall  be a proper
  officer of the Company to sign such Right  Certificate,  although at the date of
  the execution of this Rights Agreement any such person was not such an officer.
  
                                       - 6 -
  Following the Distribution  Date, the Rights Agent will keep or cause to be
  kept, at its principal  office,  books for  registration  of the transfer of the
  Right  Certificates  issued  hereunder.  Such  books  shall  show the  names and
  addresses of the  respective  holders of the Right  Certificates,  the number of
  Rights  evidenced on its face by each of the Right  Certificates and the date of
  each of the Right Certificates.
  
       Section 6. Transfer,   Split  Up,   Combination  and  Exchange  of
                  Right Certificates; Mutilated, Destroyed, Lost or Stolen
                  Right Certificates.
                  --------------------------------------------------------
  
       Subject to the provisions of Section 14 hereof, at any time after the Close
  of Business on the Distribution Date, and prior to the earlier of the Redemption
  Date  or the  Close  of  Business  on  the  Final  Expiration  Date,  any  Right
  Certificate or Right Certificates  (other than Right  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  Right  Certificate  or Right  Certificates,
  entitling the registered holder to purchase a like number of one one-thousandths
  of a Preferred Share as the Right Certificate or Right Certificates  surrendered
  then  entitles  such  holder to  purchase.  Any  registered  holder  desiring to
  transfer,  split  up,  combine  or  exchange  any  Right  Certificate  or  Right
  Certificates  shall make such request in writing  delivered to the Rights Agent,
  and  shall  surrender  the  Right  Certificate  or  Right   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 Right Certificate or Right  Certificates,  as the case
  may be, as so requested. The Company may require payment of a sum sufficient for
  any tax or  governmental  charge  that may be  imposed  in  connection  with any
  transfer,  split up,  combination  or exchange of Right  Certificates  from such
  persons who receive such Right 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 Right
  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 Right  Certificate  if  mutilated,  the Company  will make and deliver a new
  Right  Certificate  of like  tenor  to the  Rights  Agent  for  delivery  to the
  registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
  mutilated.
  
       Section 7. Exercise of Rights;  Purchase Price;  Expiration Date of Rights.
                  ---------------------------------------------------------------
  
       (a) The  registered  holder of any Right  Certificate  (other than a holder
  whose Rights have become void pursuant to Section  11(a)(ii) hereof or have been
  exchanged  pursuant  to Section 24 hereof)  may  exercise  the Rights  evidenced
  thereby  in  whole or in part at any  time  after  the  Distribution  Date  upon
  surrender of the Right Certificate, with the form of election to purchase on the
  reverse side thereof duly executed, to the Rights Agent at its principal office,
  together  with payment of the Purchase  Price for each one  one-thousandth  of a
  Preferred  Share as to which the Rights are exercised,  prior to the earliest of
  (i) the Close of Business on the Final  Expiration  Date, (ii) the time at which
  the right to exercise the Rights  terminates  pursuant to Section 23 hereof,  or
  (iii) the time at which the right to exercise the Rights terminates  pursuant to
  Section 24 hereof.
  
                                       - 7 -
  (b) The purchase price for each one  one-thousandth of a Preferred Share to
  be purchased  upon the exercise of a Right shall  initially be One Hundred Fifty
  Dollars  ($150.00) (the "Purchase  Price"),  shall be subject to adjustment from
  time to time as  provided  in  Sections 11 and 13 hereof and shall be payable in
  lawful money of the United  States of America in accordance  with  paragraph (c)
  below.
  
       (c) Upon receipt of a Right Certificate  representing  exercisable  Rights,
  with the form of election to purchase and certificate duly executed, accompanied
  by payment of the  Purchase  Price for the  number of one  one-thousandths  of a
  Preferred  Share to be purchased and an amount equal to any applicable  transfer
  tax required to be paid by the holder of such Right  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 Shares certificates
  for the number of one  one-thousandths  of a Preferred Share to be purchased and
  the Company hereby irrevocably  authorizes its transfer agent to comply with all
  such requests,  or (B) requisition  from any depositary  agent for the Preferred
  Shares depositary receipts  representing such number of one one-thousandths of a
  Preferred  Share as are to be  purchased  (in which  case  certificates  for the
  Preferred Shares represented by such receipts shall be deposited by the transfer
  agent  with the  depositary  agent)  and the  Company  hereby  directs  any such
  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
  Preferred  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 Right 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 Right Certificate.
  
       (d) In case the registered  holder of any Right  Certificate shall exercise
  less than all the Rights evidenced thereby,  a new Right Certificate  evidencing
  Rights  equivalent to the Rights  remaining  unexercised  shall be issued by the
  Rights Agent to the registered  holder of such Right  Certificate or to his duly
  authorized assigns, subject to the provisions of Section 14 hereof.
  
       (e) Notwithstanding anything in this Agreement to the contrary, neither the
  Rights Agent nor the Company  shall be  obligated  to undertake  any action with
  respect to a registered holder upon the occurrence of any purported  exercise as
  set  forth in this  Section  7 unless  such  registered  holder  shall  have (i)
  completed and signed the certificate  following the form of election to purchase
  set forth on the  reverse  side of the Right  Certificate  surrendered  for such
  exercise  and (ii)  provided  such  additional  evidence of the  identity of the
  Beneficial  Owner (or  former  Beneficial  Owner) or  Affiliates  or  Associates
  thereof as the Company shall reasonably request.
  
                                       - 8 -
  Section 8. Cancellation and Destruction of Right Certificates.
                  --------------------------------------------------
  
       All Right 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 canceled
  form, or, if  surrendered  to the Rights Agent,  shall be canceled by it, and no
  Right 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  Right  Certificate  purchased  or acquired by the
  Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
  all canceled Right Certificates to the Company, or shall, at the written request
  of the Company, destroy such canceled Right Certificates, and in such case shall
  deliver a certificate of destruction thereof to the Company.
  
       Section 9. Status and Availability of Preferred Shares.
                  -------------------------------------------
  
       (a) The Company  covenants  and agrees that it will take all such action as
  may be necessary to ensure that all Preferred  Shares delivered upon exercise of
  Rights shall,  at the time of delivery of the  certificates  for such  Preferred
  Shares  (subject to receipt by the Company of the Purchase  Price),  be duly and
  validly authorized and issued and fully paid and non-assessable shares.
  
       (b) 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 of the issuance or delivery of the Right  Certificates  or of
  any  Preferred  Shares  upon the  exercise  of Rights.  The  Company  shall not,
  however,  be required to pay any transfer tax which may be payable in respect of
  any transfer or delivery of Right  Certificates  to a Person other than,  or the
  issuance or delivery of  certificates  or depositary  receipts for the Preferred
  Shares  in a name  other  than  that of,  the  registered  holder  of the  Right
  Certificate evidencing Rights surrendered for exercise or to issue or to deliver
  any  certificates or depositary  receipts for Preferred Shares upon the exercise
  of any  Rights  until  any such tax  shall  have  been  paid (any such tax being
  payable by the holder of such Right  Certificate  at the time of  surrender)  or
  until it has been established to the Company's  reasonable  satisfaction that no
  such tax is due and payable.
  
       (c) The Company  covenants and agrees that it will cause to be reserved and
  kept  available,  out of its  authorized  and unissued  Preferred  Shares or any
  Preferred Shares held in its treasury,  the number of Preferred Shares that will
  be  sufficient  to permit  the  exercise  in full of all  outstanding  Rights in
  accordance with Section 7 hereof.
  
                                       - 9 -
  Section 10. Preferred Shares Record Date.
                   ----------------------------
  
       Each Person in whose name any  certificate  for Preferred  Shares is issued
  upon the  exercise of Rights shall for all purposes be deemed to have become the
  holder  of record of the  Preferred  Shares  represented  thereby  on,  and such
  certificate shall be dated, the date upon which the Right Certificate evidencing
  such  Rights was duly  surrendered  and payment of the  Purchase  Price (and any
  applicable  transfer  taxes)  was  made.  Prior to the  exercise  of the  Rights
  evidenced  thereby,  the holder of a Right  Certificate shall not be entitled to
  any  rights of a holder of  Preferred  Shares  for  which  the  Rights  shall be
  exercisable,  including,  without  limitation,  the  right to vote,  to  receive
  dividends or other distributions or to exercise any preemptive rights, and shall
  not be entitled to receive any notice of any proceedings of the Company,  except
  as provided herein.
  
       Section 11.  Adjustment  of Purchase  Price,  Number of Shares or Number
                    of Rights.
                    -----------------------------------------------------------
  
       (a)      (i) In the event the  Company  shall at any time after the date of
       this  Agreement (A) declare a dividend on the Preferred  Shares  payable in
       Preferred  Shares,  (B) subdivide the  outstanding  Preferred  Shares,  (C)
       combine the outstanding Preferred Shares into a smaller number of Preferred
       Shares or (D) issue any shares of its capital  stock in a  reclassification
       of  the  Preferred  Shares  (including,   without   limitation,   any  such
       reclassification  in connection with a consolidation or merger in which the
       Company is the  continuing or surviving  corporation),  except as otherwise
       provided in this Section 11(a), 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,  such 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.
  
            (ii) Subject to the following  paragraph of this subparagraph (ii) and
       to Section 24 of this  Agreement,  in the event any Person  shall become an
       Acquiring  Person,  each holder of a Right shall thereafter have a right to
       receive,  upon  exercise  thereof  at a price  equal  to the  then  current
       Purchase  Price  multiplied  by  the  number  of one  one-thousandths  of a
       Preferred Share for which a Right is then  exercisable,  in accordance with
       the terms of this Agreement and in lieu of Preferred Shares, such number of
       Common  Shares of the  Company as shall  equal the result  obtained  by (x)
       multiplying  the  then  current   Purchase  Price  by  the  number  of  one
       one-thousandths  of a Preferred Share for which a Right is then exercisable
       and  dividing  that product by (y) 50% of the then current per share market
       price of the Company's Common Shares (determined  pursuant to Section 11(d)
       hereof) on the date such Person  became an Acquiring  Person.  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 that would eliminate
       or diminish the benefits intended to be afforded by the Rights.
  
                                       - 10 -
  From and after the occurrence of such an event, any Rights that are or
       were  acquired  or  beneficially  owned by such  Acquiring  Person  (or any
       Associate or Affiliate of such Acquiring Person) on or after the earlier of
       (x) the date of such event and (y) the Distribution  Date shall be void and
       any holder of such Rights shall  thereafter  have no right to exercise such
       Rights under any provision of this Agreement. No Right Certificate shall be
       issued pursuant to Section 3 that represents Rights  beneficially  owned by
       an Acquiring  Person whose Rights would be void  pursuant to the  preceding
       sentence or any Associate or Affiliate thereof;  no Right Certificate shall
       be issued  at any time  upon the  transfer  of any  Rights to an  Acquiring
       Person whose Rights would be void pursuant to the preceding sentence or any
       Associate or Affiliate  thereof or to any nominee of such Acquiring Person,
       Associate or Affiliate;  and any Right Certificate  delivered to the Rights
       Agent for  transfer  to an  Acquiring  Person  whose  Rights  would be void
       pursuant to the preceding  sentence or any  Associate or Affiliate  thereof
       shall be canceled.
  
            (iii)  In the  event  that the  number  of  Common  Shares  which  are
       authorized  by  the  Company's   Certificate  of   Incorporation   and  not
       outstanding  or  subscribed  for, or reserved or  otherwise  committed  for
       issuance  for  purposes  other than upon  exercise of the  Rights,  are not
       sufficient  to permit the holder of each  Right to  purchase  the number of
       Common  Shares to which such holder would be entitled  upon the exercise in
       full of the Rights in accordance  with the foregoing  subparagraph  (ii) of
       paragraph  (a) of this  Section  11, or should  the Board of  Directors  so
       elect,  the Company shall: (A) determine the excess of (1) the value of the
       Common Shares issuable upon the exercise of a Right (calculated as provided
       in the last  sentence  of this  subparagraph  (iii))  pursuant  to  Section
       11(a)(ii)  hereof (the "Current  Value") over (2) the Purchase  Price (such
       excess,  the "Spread"),  and (B) with respect to each Right,  make adequate
       provision  to  substitute  for such  Common  Shares,  upon  payment  of the
       applicable  Purchase  Price,  any one or more of the  following  having  an
       aggregate  value  determined  by the Board of  Directors to be equal to the
       Current Value:  (1) cash, (2) a reduction in the Purchase Price, (3) Common
       Shares  or other  equity  securities  of the  Company  (including,  without
       limitation,  shares, or units of shares, of preferred stock which the Board
       of  Directors  of the  Company has  determined  in good faith to have equal
       value as Common  Shares  (such  shares of preferred  stock,  "Common  Share
       Equivalents")),  (4) debt  securities of the Company,  or (5) other assets;
       provided, however, if the Company shall not have made adequate provision to
       deliver  value  pursuant  to  clause  (B)  above  within  thirty  (30) days
       following  the  first  occurrence  of an event  triggering  the  rights  to
       purchase  Common  Shares  described  in  Section  11(a)(ii)  (the  "Section
       11(a)(ii)  Trigger Date"),  then the Company shall be obligated to deliver,
       upon the surrender for exercise of a Right and without requiring payment of
       the  Purchase  Price,  Common  Shares  (to  the  extent  available)  and in
       addition,  if  necessary,  cash,  which  Common  Shares  and  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 Shares could be authorized for issuance upon exercise in
       full of the  Rights,  the thirty  (30) day  period  set forth  above may be
       extended to the extent reasonably necessary,  but not more than ninety (90)
       days after the Section  11(a)(ii)  Trigger  Date, in order that the Company
       may seek  stockholder  approval for the  authorization  of such  additional
       shares (such period, as it may be extended, the "Substitution  Period"). To
       the extent  that the  Company  determines  that some  action  need be taken
       pursuant to the first and/or second  sentences of this Section  11(a)(iii),
       the Company (x) shall provide,  subject to Section 7(e) hereof and the last
       paragraph  of  Section  11(a)(ii)  hereof,  that such  action  shall  apply
  
                                       - 11 -
  uniformly to all outstanding Rights, and (y) may suspend the exercisability
       of the Rights until the expiration of the  Substitution  Period in order to
       seek any  authorization  of  additional  Common Shares and/or to decide the
       appropriate form of distribution to be made pursuant to such first sentence
       and to determine the value  thereof.  In the event of any such  suspension,
       the  Company  shall make a public  announcement,  and shall  deliver to the
       Rights Agent a statement, stating that the exercisability of the Rights has
       been temporarily  suspended in accordance with this Section 11(a)(iii).  At
       such time as the suspension is no longer in effect,  the Company shall make
       another public  announcement,  and deliver to the Rights Agent a statement,
       so stating.  For  purposes  of this  Section  11(a)(iii),  the value of the
       Common  Shares shall be the current per share  market price (as  determined
       pursuant to Section  11(d)(i)  hereof) of the Common  Shares on the Section
       11(a)(ii)  Trigger Date and the value of any Common Shares Equivalent shall
       be deemed to have an equal value as the Common Shares on such date.
  
       (b) In case the Company shall fix a record date for the issuance of rights,
  options or warrants to all holders of  Preferred  Shares  entitling  them (for a
  period expiring within 45 calendar days after such record date) to subscribe for
  or purchase  Preferred Shares (or shares having the same rights,  privileges and
  preferences  as  the  Preferred  Shares  ("Equivalent   Preferred  Shares"))  or
  securities convertible into Preferred Shares or Equivalent Preferred Shares at a
  price per Preferred Share or Equivalent  Preferred Share (or having a conversion
  price per share, if a security  convertible  into Preferred Shares or Equivalent
  Preferred  Shares)  less than the then  current  per share  market  price of the
  Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase
  Price to be in effect  after such record  date shall be adjusted 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  Shares
  outstanding  on such record date plus the number of  Preferred  Shares which the
  aggregate  offering  price  of the  total  number  of  Preferred  Shares  and/or
  Equivalent  Preferred  Shares so to be offered  (and/or  the  aggregate  initial
  conversion price of the convertible  securities so to be offered) would purchase
  at such current market price and the denominator of which shall be the number of
  Preferred  Shares  outstanding on such record date plus the number of additional
  Preferred  Shares  and/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  Shares owned by or held for the account
  of the  Company  shall not be deemed  outstanding  for the  purpose  of any such
  computation.  Such adjustment shall be made successively  whenever such a record
  date is fixed; and in the event that such rights, options or warrants are not so
  issued,  the  Purchase  Price shall be adjusted to be the  Purchase  Price which
  would then be in effect if such record date had not been fixed.
  
       (c) In case the  Company  shall  fix a  record  date  for the  making  of a
  distribution  to  all  holders  of  the  Preferred  Shares  (including,  without
  limitation,  any distribution  made in connection with a consolidation or merger
  in which the Company is the continuing or surviving corporation) of evidences of
  indebtedness  or assets  (other  than a regular  quarterly  cash  dividend  or a
  
                                       - 12 -
  dividend  payable  in  Preferred  Shares)  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  Shares 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  Share and the
  denominator  of which  shall  be such  current  per  share  market  price of the
  Preferred Shares; 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  last  reported  sale  price  per share of such  security  for the 30
       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 such  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 30 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
       quoted  price or, if not so  quoted,  the  average  of the high bid and low
       asked prices in the  over-the-counter  market,  as reported by the National
       Association  of  Securities  Dealers,   Inc.  Automated  Quotations  System
       ("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
       bid 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 in
       good faith.  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.
  
                                       - 13 -
  (ii) For the purpose of any  computation  hereunder,  the "current per
       share  market  price"  of the  Preferred  Shares  shall  be  determined  in
       accordance with the method set forth in Section 11(d)(i).  If the Preferred
       Shares are not publicly traded, the "current per share market price" of the
       Preferred  Shares shall be conclusively  deemed to be the current per share
       market  price of the  Common  Shares  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
       1000. If neither the Common  Shares nor the  Preferred  Shares are publicly
       held or so listed or traded,  "current per share  market  price" shall mean
       the fair market 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  ten-millionth  of a
  Preferred 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 three  years from the
  date of the transaction which requires such adjustment.
  
       (f) If as a result of an adjustment  made pursuant to Section 11(a) hereof,
  the holder of any Right  thereafter  exercised  shall become entitled to receive
  any shares of capital  stock of the Company  other than  Preferred  Shares,  the
  number of such other  shares so  receivable  upon  exercise  of any Right  shall
  thereafter 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  Shares  contained in Section  11(a) through (c),  inclusive,  and the
  provisions  of Sections  7, 9, 10 and 13 with  respect to the  Preferred  Shares
  shall apply on like terms to any such other shares.
  
       (g)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
  adjustment  made to the Purchase  Price  hereunder  shall  evidence the right to
  purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
  Preferred  Share  purchasable  from time to time  hereunder upon exercise of the
  Rights, all subject to further adjustment as provided herein.
  
       (h) Unless the Company  shall have  exercised  its  election as provided in
  Section  11(i),  upon each  adjustment of the Purchase  Price as a result of the
  calculations made in Sections 11(b) and (c), each Right outstanding  immediately
  prior to the making of such adjustment  shall  thereafter  evidence the right to
  purchase,  at the adjusted Purchase Price, that number of one one-thousandths of
  a Preferred Share  (calculated to the nearest one  ten-millionth  of a Preferred
  Share) obtained by (i) multiplying  (x) the number of one  one-thousandths  of a
  share  covered  by a  Right  immediately  prior  to this  adjustment  by (y) the
  Purchase Price in effect  immediately  prior to such  adjustment of the Purchase
  Price and (ii) dividing the product so obtained by the Purchase  Price in effect
  immediately after such adjustment of the Purchase Price.
  
                                       - 14 -
  (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-thousandths  of a Preferred Share 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-thousandths of a
  Preferred  Share  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
  hundred-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  Right
  Certificates  have been  distributed,  shall be at least 10 days  later than the
  date of the public  announcement.  If Right  Certificates have been distributed,
  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 Right Certificates on such record date Right 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 Right Certificates held by such holders prior to the date of
  adjustment,  and upon surrender thereof,  if required by the Company,  new Right
  Certificates  evidencing  all the Rights to which such holders shall be entitled
  after such adjustment.  Right 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 Right  Certificates  on the
  record date specified in the public announcement.
  
       (j)  Irrespective  of any adjustment or change in the Purchase Price or the
  number of one one-thousandths of a Preferred Share issuable upon the exercise of
  the  Rights,  the Right  Certificates  theretofore  and  thereafter  issued  may
  continue to express the Purchase Price and the number of one  one-thousandths of
  a Preferred Share which were expressed in the initial Right Certificates  issued
  hereunder.
  
       (k) Before  taking any action that would cause an  adjustment  reducing the
  Purchase Price below one  one-thousandth  of the then par value of the Preferred
  Shares issuable upon exercise of the Rights, the Company shall promptly 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  non-assessable
  Preferred Shares at such adjusted Purchase Price.
  
       (l) In any case in which this Section 11 shall  require that an  adjustment
  in the  Purchase  Price be made  effective  as of a record  date for a specified
  event,  the Company may elect to defer  until the  occurrence  of such event the
  issuing  to the holder of any Right  exercised  after  such  record  date of the
  Preferred  Shares and other capital stock or securities of the Company,  if any,
  issuable  upon  such  exercise  over and above the  Preferred  Shares  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.
  
                                       - 15 -
  (m)  Notwithstanding  anything  in this  Section  11 to the  contrary,  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 the  Company,  in its sole  discretion,  shall  determine  to be
  advisable in order that any (i)  combination  or  subdivision  of the  Preferred
  Shares,  (ii) issuance wholly for cash of any Preferred  Shares at less than the
  current  market price,  (iii)  issuance  wholly for cash of Preferred  Shares or
  securities  which  by their  terms  are  convertible  into or  exchangeable  for
  Preferred Shares, (iv) dividends on Preferred Shares payable in Preferred Shares
  or (v) issuance of any rights,  options or warrants  referred to  hereinabove in
  Section 11(b),  hereafter made by the Company to holders of its Preferred Shares
  shall not be taxable to such stockholders.
  
       (n) 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  Shares  payable  in  Common  Shares  or (ii)  effect a
  subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
  reclassification  or  otherwise  other than by payment  of  dividends  in Common
  Shares) into a greater or lesser number of Common Shares,  then in any such case
  (i) the number of one  one-thousandths  of a Preferred Share  purchasable  after
  such event upon proper exercise of each Right shall be determined by multiplying
  the  number  of  one   one-thousandths  of  a  Preferred  Share  so  purchasable
  immediately  prior to such event by a fraction,  the  numerator  of which is the
  number  of Common  Shares  outstanding  immediately  before  such  event and the
  denominator  of which is the  number of Common  Shares  outstanding  immediately
  after such event, and (ii) each Common Share outstanding  immediately after such
  event  shall have issued  with  respect to it that  number of Rights  which each
  Common Share outstanding immediately prior to such event had issued with respect
  to it.  The  adjustments  provided  for in  this  Section  11(n)  shall  be made
  successively whenever such a dividend is declared or paid or such a subdivision,
  combination or consolidation is effected.
  
       Section 12. Certificate of Adjustment.
                   -------------------------
  
       Whenever  an  adjustment  is made as provided in Sections 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
  Shares  or the  Preferred  Shares  a copy  of such  certificate  and (c) if such
  adjustment occurs following a Distribution Date, mail a brief summary thereof to
  each record holder of a Right  Certificate in accordance with Section 25 hereof.
  The Rights Agent shall be fully protected in relying on any such certificate and
  on any  adjustment  therein  contained and shall not be obligated or responsible
  for  calculating any adjustment nor shall it be deemed to have knowledge of such
  an adjustment unless and until it shall have received such certificate.
  
                                       - 16 -
  Section  13. Consolidation, Merger or Sale or Transfer of Assets.
                    ---------------------------------------------------
  
       In the event that, at any time after a Person becomes an Acquiring  Person,
  directly or indirectly,  (i) the Company shall  consolidate  with, or merge with
  and into, any other Person,  (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  Shares shall be changed into or exchanged for stock or other
  securities  of any other Person (or the Company) or cash or any other  property,
  or (iii) 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  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-thousandths  of a Preferred Share for
  which  a Right  is then  exercisable,  in  accordance  with  the  terms  of this
  Agreement and in lieu of Preferred Shares,  such number of Common Shares of such
  other Person  (including  the Company as successor  thereto or as the  surviving
  corporation)  as shall  equal the result  obtained by (x)  multiplying  the then
  current Purchase Price by the number of one one-thousandths of a Preferred Share
  for which a Right is then  exercisable  and dividing  that product by (y) 50% of
  the then  current  per share  market  price of the  Common  Shares of such other
  Person (determined pursuant to Section 11(d) hereof) on the date of consummation
  of such consolidation,  merger, sale or transfer;  (B) the issuer of such Common
  Shares  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  issuer;  and (D) such  issuer  shall  take  such  steps
  (including,  without  limitation,  the reservation of a sufficient number of its
  Common  Shares 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  Shares  thereafter  deliverable  upon the  exercise of the  Rights.  The
  Company   covenants   and  agrees  that  it  shall  not   consummate   any  such
  consolidation,  merger,  sale or transfer  unless prior  thereto the Company and
  such issuer shall have executed and delivered to the Rights Agent a supplemental
  agreement so obligating the issuer to become a party thereto.  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  diminish  in any
  material  respect 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.
  
       Section 14. Fractional Rights and Fractional Shares.
                   ---------------------------------------
  
       (a) The Company  shall not be required to issue  fractions  of Rights or to
  distribute Right Certificates which evidence  fractional Rights. In lieu of such
  fractional  Rights,  there shall be paid to the registered  holders of the Right
  Certificates  with regard to which such  fractional  Rights  would  otherwise be
  
                                       - 17 -
  issuable,  an amount in cash equal to the same  fraction of the  current  market
  value of a whole  Right.  For the purposes of this  Section  14(a),  the current
  market  value of a whole Right shall be the closing  price of the Rights for the
  Trading Day immediately  prior to the date on which such fractional Rights would
  have been  otherwise  issuable.  The closing price for any day shall be the last
  sale price,  regular  way, or, in case no such sale takes place on such day, the
  average of the  closing  bid and asked  prices,  regular  way, in either case as
  reported in the principal consolidated transaction reporting system with respect
  to securities  listed or admitted to trading on the New York Stock  Exchange or,
  if the  Rights  are not  listed or  admitted  to  trading  on the New York Stock
  Exchange, as reported in the principal consolidated transaction reporting system
  with respect to securities listed on the principal national  securities exchange
  on which the Rights are listed or  admitted to trading or, if the Rights are not
  listed or  admitted to trading on any  national  securities  exchange,  the last
  quoted  price or, if not so  quoted,  the  average of the high bid and low asked
  prices in the  over-the-counter  market,  as  reported  by Nasdaq or such  other
  system then in use or, if on any such date the Rights are not quoted by any such
  organization,  the average of the closing bid and asked prices as furnished by a
  professional  market maker making a market in the Rights  selected in good faith
  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 market  value of the Rights on
  such date as  determined  in good faith by the Board of Directors of the Company
  shall be conclusive.
  
       (b) The  Company  shall not be  required to issue  fractions  of  Preferred
  Shares (other than fractions which are integral  multiples of one one-thousandth
  of a Preferred Share) upon exercise of the Rights or to distribute  certificates
  which  evidence  fractional  Preferred  Shares (other than  fractions  which are
  integral  multiples of one  one-thousandth of a Preferred  Share).  Fractions of
  Preferred  Shares in integral  multiples  of one  one-thousandth  of a Preferred
  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
  Shares represented by such depositary receipts.  In lieu of fractional Preferred
  Shares that are not  integral  multiples  of one  one-thousandth  of a Preferred
  Share, the Company may, in its sole discretion, pay to each registered holder of
  Right  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  Share as the fraction of one  Preferred  Share that such holder would
  otherwise  receive upon the exercise of the aggregate number of rights exercised
  by such holder. For the purposes of this Section 14(b), the current market value
  of a  Preferred  Share  shall be the  closing  price of a  Preferred  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
  any right to receive  fractional  Rights or fractional shares upon exercise of a
  Right (except as provided above).
  
       Section 15. Rights of Action.
                   ----------------
  
       All rights of action in respect of 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 Right  Certificates  (and,  prior to the
  Distribution  Date,  the  registered  holders  of the  Common  Shares);  and any
  registered holder of any Right Certificate (or, prior to the Distribution  Date,
  of the Common  Shares)  may,  without the consent of the Rights  Agent or of the
  
                                       - 18 -
  holder of any other Right  Certificate (or, prior to the  Distribution  Date, of
  the Common  Shares),  on such  holder's  own behalf  and for such  holder's  own
  benefit,  enforce, and may institute and maintain any suit, action or proceeding
  against the Company to enforce,  or otherwise  act in respect of, such  holder's
  right to exercise the Rights  evidenced by such Right  Certificate in the manner
  provided in such Right  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 are entitled to specific performance of the
  obligations under, and injunctive relief against actual or threatened violations
  of the obligations of any Person subject to, this Agreement.
  
       Section 16. Agreement of Right Holders.
                   --------------------------
  
       Every holder of a Right,  by accepting  the same,  consents and agrees with
  the Company and the Rights Agent and with every other holder of a Right that:
  
       (a) prior to the Distribution Date, the Rights will be transferable only in
  connection with the transfer of the Common Shares;
  
       (b) after the  Distribution  Date, the Right  Certificates are transferable
  only on the registry books  maintained by the Rights Agent if surrendered at the
  principal  office of the Rights Agent,  duly endorsed or accompanied by a proper
  instrument of transfer with a completed form of certification; and
  
       (c) the Company and the Rights Agent may deem and treat the Person in whose
  name the Right  Certificate (or, prior to the Distribution  Date, the associated
  Common Shares  certificate)  is registered as the absolute  owner thereof and of
  the Rights  evidenced  thereby  (notwithstanding  any  notations of ownership or
  writing on the Right  Certificates or the associated  Common Shares  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. Right Certificate Holder Not Deemed a Stockholder.
                   -------------------------------------------------
  
       No holder,  as such,  of any Right  Certificate  shall be entitled to vote,
  receive dividends or be deemed for any purpose the holder of Preferred Shares 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 Right  Certificate be construed to confer upon the holder of any Right
  Certificate,  as such,  any of the rights of a stockholder of the Company or any
  right to vote for the  election of  directors  or upon any matter  submitted  to
  stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
  corporate  action,  or to receive notice of meetings or other actions  affecting
  stockholders  (except as provided in Section 25 hereof), or to receive dividends
  or subscription  rights,  or otherwise,  until the Right or Rights  evidenced by
  such  Right  Certificate  shall  have  been  exercised  in  accordance  with the
  provisions hereof.
  
                                       - 19 -
  Section 18. Concerning the Rights Agent.
                   ---------------------------
  
       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 or liability in connection
  therewith.   The  indemnification  provided  for  hereunder  shall  survive  the
  expiration of the Rights and the  termination of this  Agreement.  The costs and
  expenses of enforcing  this right of  indemnification  shall also be paid by the
  Company.
  
       The Rights  Agent may  conclusively  rely upon and 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 Right  Certificate or certificate for Preferred  Shares 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 reasonably believed by it to
  be  genuine  and to be  signed,  executed  and,  where  necessary,  verified  or
  acknowledged, by the proper person or persons.  Notwithstanding anything in this
  Agreement  to the  contrary,  in no event  shall the Rights  Agent be liable for
  special,  indirect  or  consequential  loss or  damage  of any  kind  whatsoever
  (including, without limitation, lost profits), even if the Rights Agent has been
  advised of the  likelihood of such loss or damage and  regardless of the form of
  the action.
  
       Section 19. Merger or Consolidation or Change of Name of Rights Agent.
                   ---------------------------------------------------------
  
       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 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 Right  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 Right  Certificates so countersigned;
  and in case at that  time any of the  Right  Certificates  shall  not have  been
  countersigned,   any  successor   Rights  Agent  may   countersign   such  Right
  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 Right  Certificates
  shall  have  the full  force  provided  in the  Right  Certificates  and in this
  Agreement.
  
       In case at any time the name of the Rights  Agent  shall be changed  and at
  such time any of the Right  Certificates  shall have been  countersigned but not
  delivered,  the Rights Agent may adopt the countersignature under its prior name
  and deliver Right Certificates so countersigned; and in case at that time any of
  the Right Certificates shall not have been  countersigned,  the Rights Agent may
  countersign such Right  Certificates  either in its prior name or in its changed
  name;  and in all such cases such Right  Certificates  shall have the full force
  provided in the Right Certificates and in this Agreement.
  
                                       - 20 -
  Section 20. Duties of Rights Agent.
                   ----------------------
  
       The Rights Agent undertakes the duties and obligations  expressly set forth
  in this Agreement and no implied  duties or obligations  shall be read into this
  Agreement  against the Rights Agent. The Rights Agent shall perform those duties
  and obligations  upon the following  terms and  conditions,  by all of which the
  Company  and the holders of Right  Certificates,  by their  acceptance  thereof,
  shall be bound:
  
       (a) Before the Rights Agent acts or refrains  from  acting,  it 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
  reliance upon 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  (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  President,  a Vice
  President,  the  Treasurer 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 only for its own negligence,
  bad faith or willful misconduct.
  
       (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 Right
  Certificates  (except as to 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 Right Certificate (except its  countersignature  thereof);  nor
  shall it be  responsible  for any  breach  by the  Company  of any  covenant  or
  condition contained in this Agreement or in any Right Certificate;  nor shall it
  be responsible  for any adjustment  required under the provisions of Sections 11
  or 13  hereof  or  responsible  for the  manner,  method  or  amount of any such
  adjustment or the  ascertaining of the existence of facts that would require any
  such  adjustment  (except with  respect to the  exercise of Rights  evidenced by
  Right Certificates after actual notice of any such adjustment);  nor shall it by
  any act  hereunder  be deemed to make any  representation  or warranty as to the
  authorization  or  reservation  of any shares of  Preferred  Shares to be issued
  pursuant  to this  Agreement  or any  Right  Certificate  or as to  whether  any
  Preferred Shares will, when so issued, be validly  authorized and issued,  fully
  paid and nonassessable.
  
                                       - 21 -
  (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 President,  a Vice  President,  the Secretary or the Treasurer 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 to
  be  taken  by it in good  faith  in  accordance  with  instructions  of any such
  officer.  Any application by the Rights Agent for written  instructions from the
  Company may, at the option of the Rights Agent,  set forth in writing any action
  proposed to be taken or omitted by the Rights Agent under this Agreement and the
  date on or after  which such  action  shall be taken or such  omission  shall be
  effective.  The Rights  Agent  shall not be liable  for any action  taken by, or
  omission of, the Rights Agent in accordance with a proposal included in any such
  application on or after the date specified in such application (which date shall
  not be less than ten  Business  Days after the date any  officer of the  Company
  actually receives such application, unless any such officer shall have consented
  in writing to an earlier date)  unless,  prior to taking any such action (or the
  effective  date  in the  case of an  omission),  the  Rights  Agent  shall  have
  received, in response to such application,  written instructions with respect to
  the proposed  action or omission  specifying  a different  action to be taken or
  omitted.
  
       (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 or by or through
  its  attorneys  or  agents,  and the Rights  Agent  shall not be  answerable  or
  accountable for any act, default, neglect or misconduct of any such attorneys or
  agents or for any loss to the  Company  resulting  from any such  act,  default,
  neglect or misconduct,  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.
  
                                       - 22 -
  (k) The Rights  Agent  shall not be required to take notice or be deemed to
  have notice of any fact, event or determination (including,  without limitation,
  any dates or events defined in this  Agreement or the  designation of any Person
  as an Acquiring Person,  Affiliate or Associate) under this Agreement unless and
  until the Rights Agent shall be specifically  notified in writing by the Company
  of such fact, event or determination.
  
       Section 21. Change of Rights Agent.
                   ----------------------
  
       The Rights  Agent and any  successor  thereto may resign and be  discharged
  from its duties under this  Agreement  upon 30 days' notice in writing mailed to
  the Company and to each  transfer  agent of the Common  Shares and the Preferred
  Shares by registered or certified mail,  and, at the expense of the Company,  to
  the  holders of the Right  Certificates  by  first-class  mail.  The Company may
  remove  the  Rights  Agent or any  successor  thereto  upon 30 days'  notice  in
  writing, mailed to the Rights Agent or its successor, as the case may be, and to
  each transfer agent of the Common Shares and the Preferred  Shares by registered
  or certified  mail, and to the holders of the Right  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 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 Right Certificate (who shall,  with such notice,  submit such
  holder's Right  Certificate for inspection by the Company),  then the registered
  holder of any Right 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 of any state of the
  United States, in good standing, having an office in the State of New York which
  is authorized under such laws to exercise  corporate trust powers and is subject
  to supervision or examination by federal or state authority and which has at the
  time of its  appointment  as Rights  Agent a combined  capital and surplus of at
  least $100.0 million.  After  appointment,  the successor  Rights Agent shall be
  vested with the same powers,  rights,  duties and  responsibilities as if it had
  been  originally  named as Rights Agent without  further act or deed;  provided,
  however,  the  predecessor  Rights  Agent  shall  deliver  and  transfer  to the
  successor  Rights  Agent  any  property  at the time held by it  hereunder,  and
  execute and deliver any further assurance, conveyance, act or deed necessary for
  the  purpose.  Not later than the  effective  date of any such  appointment  the
  Company shall file notice thereof in writing with the  predecessor  Rights Agent
  and each transfer agent of the Common Shares and the Preferred Shares,  and mail
  a notice thereof in writing to the registered holders of the Right 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 Right Certificates.
                   ----------------------------------
  
       Notwithstanding any of the provisions of this Agreement or of the Rights to
  the  contrary,  the Company  may, at its  option,  issue new Right  Certificates
  evidencing  Rights in such form as may be approved by its Board of  Directors to
  reflect any adjustment or change in the Purchase Price and the number or kind or
  class of shares or other  securities  or  property  purchasable  under the Right
  
                                       - 23 -
  Certificates  made in  accordance  with the  provisions  of this  Agreement.  In
  addition, in connection with the issuance or sale of Common Shares following the
  Distribution  Date and prior to the earlier of the Redemption Date and the Close
  of Business on the Final Expiration Date, the Company may with respect to shares
  of  Common  Shares  so  issued or sold  pursuant  to (i) the  exercise  of stock
  options, (ii) under any employment plan or arrangement, (iii) upon the exercise,
  conversion or exchange of securities,  notes or debentures issued by the Company
  or (iv) a contractual  obligation of the Company, in each case existing prior to
  the  Distribution  Date, issue Right  Certificates  representing the appropriate
  number  of  Rights  in  connection  with  such  issuance  or sale.
  
       Section 23. Redemption.
                   ----------
  
       (a) The Board of Directors of the Company may, in its sole  discretion,  at
  any time prior to such time as any Person  becomes an Acquiring  Person,  redeem
  all but not less than all of the then  outstanding  Rights at a redemption price
  of $0.001 per Right,  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"). The redemption
  of the Rights by the Board of Directors  may be made  effective at such time, on
  such  basis  and  subject  to such  conditions  as the  Board of  Directors  may
  establish in its sole discretion.
  
       (b) Immediately upon the time of the effectiveness of the redemption of the
  Rights  pursuant to  paragraph  (a) of this  Section 23 or such earlier date and
  time as may be determined by the Board of Directors of the Company in the action
  ordering  such  redemption  (although  not earlier than the time of such action)
  (such date and time being hereafter  referred to as the "Redemption  Date"), and
  without any further  action and  without any notice,  the right to exercise  the
  Rights shall  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  10 days  after  such  action  of the  Board of  Directors  ordering  the
  redemption  of the Rights  pursuant to paragraph  (a), the Company  shall mail a
  notice of redemption to all the holders of the then outstanding  Rights at their
  most recent  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 Shares.  Any notice which is mailed in the manner herein provided
  shall be deemed given,  whether or not the holder  receives such notice.  If the
  payment of the  Redemption  Price is not included  with such  notice,  each such
  notice shall state the method by which the payment of the Redemption  Price will
  be made. Neither the Company nor any of its Affiliates or Associates may redeem,
  acquire or  purchase  for value any Rights at any time in any manner  other than
  that  specifically  set forth in this Section 23 or in Section 24 hereof,  other
  than in connection with the purchase of Common Shares prior to the  Distribution
  Date.
  
       Section 24. Exchange.
                   --------
  
       (a) The Board of Directors of the Company may, in its sole  discretion,  at
  any time and from time to 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 Shares at an exchange ratio of one Common Share per
  
                                       - 24 -
  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 any such  Subsidiary,  or any entity
  holding  Common Shares for or pursuant to the terms of any such plan),  together
  with all Affiliates and Associates of such Person,  becomes the Beneficial Owner
  of a majority of the Common Shares 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  Shares 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 most recent 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  Shares 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,  in its sole
  discretion,  may substitute  Preferred  Shares or Common Share  Equivalents  for
  Common Shares exchangeable for Rights, at the initial rate of one one-thousandth
  of a Preferred Share (or an appropriate  number of Common Share Equivalents) for
  each Common  Share,  as  appropriately  adjusted to reflect  adjustments  in the
  voting rights of the Preferred Shares pursuant to the terms thereof, so that the
  fraction of a Preferred  Share delivered in lieu of each Common Share shall have
  the same voting rights as one Common Share.
  
       (d) In  the  event  that  there  shall  not be  sufficient  Common  Shares,
  Preferred  Shares  or  Common  Share  Equivalents  authorized  by the  Company's
  Certificate of Incorporation  and not outstanding or subscribed for, or reserved
  or otherwise  committed  for issuance for purposes  other than upon  exercise of
  Rights, to permit any exchange of Rights as contemplated in accordance with this
  Section 24, the Company shall  promptly take all such action as may be necessary
  or desired to authorize and issue additional Common Shares,  Preferred Shares or
  Common Share Equivalents for issuance upon exchange of Rights.
  
       (e) The Company  shall not be required to issue  fractions of Common Shares
  or to distribute  certificates which evidence  fractional Common Shares. In lieu
  of such  fractional  Common  Shares,  the  Company  shall pay to the  registered
  holders of the Right  Certificates  with regard to which such fractional  Common
  Shares would  otherwise be issuable an amount in cash equal to the same fraction
  of the current per share market value of a whole Common Share.  For the purposes
  of this  paragraph  (e),  the current per share  market  value of a whole Common
  Share shall be the closing  price of a Common 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.
  
                                       - 25 -
  Section 25. Notice of Certain Events.
                   ------------------------
  
       (a) In case the Company  shall  propose at any time after the  Distribution
  Date (i) to pay any dividend payable in stock of any class to the holders of its
  Preferred  Shares  or to make  any  other  distribution  to the  holders  of its
  Preferred Shares (other than a regular  quarterly cash dividend),  (ii) to offer
  to the holders of its Preferred Shares rights or warrants to subscribe for or to
  purchase any additional  Preferred Shares or shares of stock of any class or any
  other securities, rights or options, (iii) to effect any reclassification of its
  Preferred Shares (other than a  reclassification  involving only the subdivision
  of outstanding  Preferred  Shares),  (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 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  Shares  payable  in Common  Shares or to effect a
  subdivision,   combination   or   consolidation   of  the   Common   Shares  (by
  reclassification  or otherwise  than by payment of dividends in Common  Shares),
  then,  in each such  case,  the  Company  shall  give to each  holder of a Right
  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 Shares and/or Preferred Shares, if any such date is
  to be fixed, and such notice shall be so given in the case of any action covered
  by  clause  (i) or (ii)  above  at least 10 days  prior to the  record  date for
  determining  holders of the Preferred Shares for purposes of such action, and in
  the case of any such  other  action,  at least 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 Shares and/or  Preferred  Shares,  whichever  shall be the
  earlier.
  
       (b) In case any event 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 Right  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 Right  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:
  
                    Immunomedics, Inc.
                    300 American Road
                    Morris Plains, NJ  07950
                    Attention:  President
  
                    Copy to:
  
                    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                    One Financial Center
                    Boston, MA  02111
                    Attention:  Joseph E. Mullaney III, Esquire
  
                                       - 26 -
  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
  Right Certificate to or on the Rights Agent shall be sufficiently  given or made
  if sent by registered  or certified  mail and shall be deemed given upon receipt
  and,  addressed  (until another address is filed in writing with the Company) as
  follows:
  
                    American Stock Transfer & Trust Company
                    59 Maiden Lane
                    New York, NY 10038
                    Attention:  Corporate Trust Department
  
  Notices  or  demands  authorized  by this  Agreement  to be given or made by the
  Company or the  Rights  Agent to the  holder of any Right  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  Company  may from time to time,  and the Rights  Agent  shall,  if the
  Company so directs,  supplement or amend this Agreement  without the approval of
  any holders of Right Certificates in order to cure any ambiguity,  to correct or
  supplement any provision contained herein which may be defective or inconsistent
  with any  other  provisions  herein,  or to make any  change  to or  delete  any
  provision  hereof or to adopt any other  provisions  with  respect to the Rights
  which the Company may deem necessary or desirable;  provided, however, that from
  and after such time as any Person  becomes an Acquiring  Person,  this Agreement
  shall not be amended or supplemented in any manner which would adversely  affect
  the interests of the holders of Rights  (other than an Acquiring  Person and its
  Affiliates  and  Associates).  Any  supplement  or amendment  authorized by this
  Section 27 will be evidenced  by a writing  signed by the Company and the Rights
  Agent. Notwithstanding anything in this Agreement to the contrary, no supplement
  or  amendment  that changes the rights and duties of the Rights Agent under this
  Agreement  will be effective  against the Rights Agent  without the execution of
  such supplement or amendment by the Rights Agent.
  
                                       - 27 -
  Section 28. Successors.
                   ----------
  
       All the covenants and provisions of this Agreement by or for the benefit of
  the  Company or the Rights  Agent  shall bind and inure to the  benefit of their
  respective  successors  and  assigns  hereunder.
  
       Section 29. Benefits of this Agreement.
                   --------------------------
  
       Nothing in this  Agreement  shall be  construed to give to any Person other
  than the  Company,  the  Rights  Agent and the  registered  holders of the Right
  Certificates  (and, prior to the Distribution Date, the Common Shares) 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 Right Certificates (and, prior to the Distribution
  Date, the Common Shares).
  
       Section 30. 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 31. Governing Law.
                   -------------
  
       This Agreement and each Right Certificate  issued hereunder shall be deemed
  to be a  contract  made  under  the laws of the  State of  Delaware  and for all
  purposes shall be governed by and construed in accordance  with the laws of such
  State  applicable  to contracts to be made and  performed  entirely  within such
  State.
  
       Section 32. 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 33. 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.
  
       Section 34. Administration.
                   --------------
  
       The Board of Directors of the Company  shall have the  exclusive  power and
  authority to administer  and interpret the  provisions of this  Agreement and to
  exercise all rights and powers specifically granted to the Board of Directors or
  the Company or as may be necessary or  advisable in the  administration  of this
  Agreement.  All such actions,  calculations,  determinations and interpretations
  which are done or made by the Board of  Directors  in good faith shall be final,
  conclusive  and binding on the  Company,  the Rights  Agent,  the holders of the
  Rights and all other parties and shall not subject the Board of Directors to any
  liability to the holders of the Rights.
  
                                       - 28 -
  IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to
  be duly executed and their  respective  corporate seals to be hereunder  affixed
  and attested, all as of the day and year first above written.
  
  Attest:                                     IMMUNOMEDICS, INC.
  
  /s/ Cynthia Giordano                 /s/ Cynthia L. Sullivan
  __________________________ By:___________________________________________
                               Name:   Cynthia L. Sullivan
                               Title:  President, Chief Executive Officer
                                       and Director
  
  Attest:                         AMERICAN STOCK TRANSFER & TRUST COMPANY
                                              as Rights Agent
  
  /s/ Susan Silver                     /s/ Herbert J. Lemmer
  __________________________ By:___________________________________________
                                Name:  Herbert J. Lemmer
                                Title: Vice President
  
                                       - 29 -
  EXHIBIT A
                                                                         ---------
  
                                        FORM
                                         of
                             CERTIFICATE OF DESIGNATION
                                         of
                    SERIES G JUNIOR PARTICIPATING PREFERRED STOCK
                                         of
                                 IMMUNOMEDICS, INC.
  
          -----------------------------------------------------------------
          (Pursuant to Section 151 of the Delaware General Corporation Law)
          -----------------------------------------------------------------
  
       Immunomedics,  Inc., a corporation organized and existing under the General
  Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
  hereby  certifies  that the  following  resolution  was  adopted by the Board of
  Directors  of the  Corporation  as  required  by  Section  151  of  the  General
  Corporation Law at a meeting duly called and held on February 28, 2002:
  
       RESOLVED, that pursuant to the authority granted to and vested in the Board
  of Directors of this Corporation (hereinafter called the "Board of Directors" or
  the  "Board")  in  accordance   with  the  provisions  of  the   Certificate  of
  Incorporation of the Corporation (the "Certificate of Incorporation"), the Board
  of Directors  hereby  creates a series of Preferred  Stock,  par value $0.01 per
  share  (the  "Preferred  Stock"),  of the  Corporation  and  hereby  states  the
  designation and number of shares,  and fixes the relative  rights,  preferences,
  and limitations thereof as follows:
  
       Section 1.  Designation  and  Amount.
                   ------------------------
  
       The  shares  of this  series  shall  be  designated  as  "Series  G  Junior
  Participating  Preferred Stock" (the "Series G Preferred  Stock") and the number
  of shares  constituting  the Series G Preferred  Stock  shall be  100,000.  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 G  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 G
  Preferred Stock.
  
       Section 2. Dividends and Distributions.
                  ---------------------------
  
       (A)  Subject  to the  rights of the  holders of any shares of any series of
  Preferred  Stock (or any other stock) ranking prior and superior to the Series G
  Preferred  Stock with  respect to  dividends,  the holders of shares of Series G
  Preferred  Stock shall be entitled to receive,  when,  as and if declared by the
  Board of Directors  out of funds legally  available  for the purpose,  quarterly
  dividends payable in cash on the last day of March, June, September and December
  in each year (each such date being  referred to herein as a "Quarterly  Dividend
  Payment Date"),  commencing on the first Quarterly  Dividend  Payment Date after
  the first  issuance  of a share or  fraction  of a share of  Series G  Preferred
  Stock, in an amount (if any) per share (rounded to the nearest cent), subject to
  the provision for  adjustment  hereinafter  set forth,  equal to 1,000 times the
  aggregate per share amount of all cash dividends,  and 1,000 times the aggregate
  per  share  amount  (payable  in  kind)  of  all  non-cash  dividends  or  other
  distributions,  other than a dividend  payable  in shares of Common  Stock,  par
  value $0.01 per share (the "Common Stock"),  of the Corporation or a subdivision
  of the outstanding  shares of Common Stock (by  reclassification  or otherwise),
  declared on the Common Stock since the immediately  preceding Quarterly Dividend
  Payment  Date or, with respect to the first  Quarterly  Dividend  Payment  Date,
  since  the  first  issuance  of any  share or  fraction  of a share of  Series G
  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 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 amount to which  holders  of shares of Series G  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
  G Preferred Stock as provided in paragraph (A) of this Section immediately after
  it  declares a  dividend  or  distribution  on the Common  Stock  (other  than a
  dividend payable in shares of Common Stock).
  
       (C)  Dividends due pursuant to paragraph (A) of this Section shall begin to
  accrue and be cumulative on outstanding  shares of Series G Preferred Stock from
  the  Quarterly  Dividend  Payment Date next  preceding the date of issue of such
  shares,  unless the date of issue of such shares is prior to the record date for
  the first  Quarterly  Dividend  Payment  Date,  in which case  dividends on such
  shares  shall begin to accrue from the date of issue of such  shares,  or unless
  the date of issue is a Quarterly Dividend Payment Date or is a date after the
  
                                      - A-2 -
  record  date for the  determination  of holders of shares of Series G  Preferred
  Stock  entitled  to  receive a  quarterly  dividend  and before  such  Quarterly
  Dividend  Payment Date, in either of which events such dividends  shall begin to
  accrue and be cumulative from such Quarterly  Dividend Payment Date. Accrued but
  unpaid dividends shall not bear interest. Dividends paid on the shares of Series
  G Preferred  Stock in an amount less than the total amount of such  dividends at
  the time  accrued and payable on such shares  shall be  allocated  pro rata on a
  share-by-share basis among all such shares at the time outstanding. The Board of
  Directors  may fix a record date for the  determination  of holders of shares of
  Series  G  Preferred  Stock  entitled  to  receive  payment  of  a  dividend  or
  distribution declared thereon,  which record date shall be not more than 60 days
  prior to the date fixed for the payment thereof.
  
       Section 3. Voting Rights.
                  -------------
  
       The holders of shares of Series G Preferred  Stock shall have the following
  voting rights:
  
       (A) Subject to the provision for  adjustment  hereinafter  set forth,  each
  share of Series G  Preferred  Stock shall  entitle  the holder  thereof to 1,000
  votes on all matters submitted to a vote of the stockholders of the Corporation.
  In the event the  Corporation  shall at any time  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 G
  Preferred Stock were entitled  immediately prior to such event shall be adjusted
  by multiplying  such number by a fraction,  the numerator of which is the number
  of shares of 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)  Except  as  otherwise   provided  in  the  Restated   Certificate   of
  Incorporation, including any other Certificate of Designations creating a series
  of  Preferred  Stock or any similar  stock,  or by law, the holders of shares of
  Series G 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 stockholders of the
  Corporation.
  
       (C) Except as set forth herein, or as otherwise required by law, holders of
  Series G 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.
  
       Section 4. Certain Restrictions.
                  --------------------
  
       (A)  Whenever  quarterly  dividends  or other  dividends  or  distributions
  payable on the Series G Preferred Stock as provided in Section 2 are in arrears,
  thereafter and until all accrued and unpaid dividends and distributions, whether
  or not declared,  on shares of Series G 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 G Preferred Stock;
  
                                      - A-3 -
  (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 G Preferred Stock,
       except  dividends paid ratably on the Series G 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; or
  
            (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 G Preferred  Stock,  provided that
       the  Corporation  may at any time  redeem,  purchase or  otherwise  acquire
       shares of any such junior  stock in exchange for shares of any stock of the
       Corporation   ranking  junior  (as  to  dividends  and  upon   dissolution,
       liquidation or winding up) to the Series G Preferred Stock.
  
       (B) The  Corporation  shall not permit any subsidiary of the Corporation to
  purchase  or  otherwise  acquire  for  consideration  any shares of stock of the
  Corporation unless the Corporation could, under paragraph (A) of this Section 4,
  purchase or otherwise acquire such shares at such time and in such manner.
  
       Section 5. Reacquired Shares.
                  -----------------
  
       Any shares of Series G 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 may be reissued as
  part  of a  new  series  of  Preferred  Stock  subject  to  the  conditions  and
  restrictions  on issuance  set forth herein or in the  Restated  Certificate  of
  Incorporation,  including any Certificate of  Designations  creating a series of
  Preferred Stock or any similar stock, or as otherwise required by law.
  
       Section 6. Liquidation, Dissolution or Winding Up.
                  --------------------------------------
  
       Upon any  liquidation,  dissolution  or winding up of the  Corporation  the
  holders of shares of Series G  Preferred  Stock  shall be entitled to receive an
  aggregate amount per share, subject to the provision for adjustment  hereinafter
  set forth, equal to 1,000 times the aggregate amount to be distributed per share
  to holders of shares of Common  Stock plus an amount  equal to any  accrued  and
  unpaid dividends.  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 to which  holders of shares of Series G
  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.
  
       Section 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 and/or any other
  property,  then in any such case each share of Series G 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 1,000
  
                                      - A-4 -
  times the aggregate amount of stock, securities,  cash and/or any other property
  (payable  in kind),  as the case may be,  into  which or for which each share of
  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 such case the  amount set forth in the
  preceding  sentence with respect to the exchange or change of shares of Series G
  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.
  
       Section 8. Amendment.
                  ---------
  
       The  Restated  Certificate  of  Incorporation  shall not be  amended in any
  manner,  including in a merger or consolidation,  which would alter,  change, or
  repeal the powers, preferences or special rights of the Series G Preferred Stock
  so as to affect them adversely without the affirmative vote of the holders of at
  least two-thirds of the outstanding  shares of Series G Preferred Stock,  voting
  together as a single class.
  
       Section 9. Rank.
                  ----
  
       The Series G Preferred  Stock shall  rank,  with  respect to the payment of
  dividends and upon liquidation, dissolution and winding up, junior to all series
  of Preferred Stock.
  
                             [INTENTIONALLY LEFT BLANK]
  
                                      - A-5 -
  IN WITNESS  WHEREOF,  this Certificate of Designation is executed on behalf
  of the Corporation by its duly authorized officer this ___ day of March, 2002.
  
                                            IMMUNOMEDICS, INC.
  
                                             By: _______________________________
                                                 Name:
                                                 Title:
  
                                       - A-6 -
  EXHIBIT B
                                                                         ---------
  
                              FORM OF RIGHT CERTIFICATE
  
           Certificate No. R - _______                             _____ Rights
  
       NOT  EXERCISABLE  AFTER MARCH 1, 2012 OR EARLIER IF  REDEMPTION OR EXCHANGE
       OCCURS.  THE RIGHTS ARE  SUBJECT  TO  REDEMPTION  AT $0.01 PER RIGHT AND TO
       EXCHANGE  ON THE TERMS SET FORTH IN THE  RIGHTS  AGREEMENT.  UNDER  CERTAIN
       CIRCUMSTANCES, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN
       ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE
       DEFINED IN THE RIGHTS  AGREEMENT) OR ANY  SUBSEQUENT  HOLDER OF SUCH RIGHTS
       MAY BECOME NULL AND VOID.
  
  Right Certificate
  IMMUNOMEDICS, 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  March  4,  2002  (the  "Rights  Agreement"),  between
  Immunomedics,  Inc., a Delaware corporation (the "Company"),  and American Stock
  Transfer and Trust Company (the "Rights Agent"), to purchase from the Company at
  any time  after the  Distribution  Date (as such term is  defined  in the Rights
  Agreement) and prior to 5:00 P.M.,  eastern  standard time, on March 1, 2012, at
  the principal  office of the Rights Agent,  or at the office of its successor as
  Rights Agent, one one-thousandth of a fully paid non-assessable  share of Series
  F  Junior  Participating  Preferred  Stock,  par  value  $0.01  per  share  (the
  "Preferred  Shares"),  of the Company,  at a purchase price of One Hundred Fifty
  Dollars  ($150.00) per one  one-thousandth  of a Preferred  Share (the "Purchase
  Price"),  upon  presentation  and surrender of this Right  Certificate  with the
  certification and the Form of Election to Purchase duly executed.  The number of
  Rights   evidenced   by  this   Right   Certificate   (and  the  number  of  one
  one-thousandths  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 March 4,  2002,  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-thousandths  of a Preferred  Share which may be
  purchased  upon the exercise of the Rights  evidenced by this Right  Certificate
  are subject to modification and adjustment upon the happening of certain events.
  From and after the occurrence of an event described in Section 11(a)(ii) of
  the Rights  Agreement,  if the Rights evidenced by this Right Certificate are or
  were at any time on or after the  earlier  of (x) the date of such event and (y)
  the Distribution Date (as such term is defined in the Rights Agreement) acquired
  or beneficially  owned by an Acquiring Person or an Associate or Affiliate of an
  Acquiring  Person (as such terms are  defined  in the  Rights  Agreement),  such
  Rights shall become void, and any holder of such Rights shall thereafter have no
  right to exercise such Rights.
  
       This Right  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 Right  Certificates.  Copies of
  the  Rights  Agreement  are on file at the  principal  executive  offices of the
  Company and the offices of the Rights Agent.
  
       This Right  Certificate,  with or without  other Right  Certificates,  upon
  surrender at the  principal  office of the Rights  Agent,  may be exchanged  for
  another  Right  Certificate  or  Right  Certificates  of  like  tenor  and  date
  evidencing  Rights  entitling the holder to purchase a like aggregate  number of
  Preferred  Shares as the  Rights  evidenced  by the Right  Certificate  or Right
  Certificates  surrendered  shall have entitled such holder to purchase.  If this
  Right  Certificate  shall be exercised in part,  the holder shall be entitled to
  receive upon surrender  hereof another Right  Certificate or Right  Certificates
  for the number of whole Rights not exercised.
  
       Subject to the provisions of the Rights Agreement, at the Company's option,
  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 shares of the  Company's  Common Stock,  par value $0.01 per share,  or
  Preferred Shares.
  
       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-thousandth 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 Right  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 hereof,  nor shall anything contained in the Rights Agreement or herein
  be construed to confer upon the holder  hereof,  as such, any of the rights of a
  stockholder of the Company or any right to vote for the election of directors or
  upon any matter submitted to stockholders at any meeting thereof,  or to give or
  withhold  consent to any corporate  action,  or to receive notice of meetings or
  other  actions  affecting   stockholders  (except  as  provided  in  the  Rights
  Agreement), or to receive dividends or subscription rights, or otherwise,  until
  the  Right or  Rights  evidenced  by this  Right  Certificate  shall  have  been
  exercised as provided in the Rights Agreement.
  
       This Right  Certificate  shall not be valid or  obligatory  for any purpose
  until it shall have been countersigned by the Rights Agent.
  
                                      - B-2 -
  WITNESS the facsimile  signature of the proper  officers of the Company and
  its corporate seal. Dated as of ____________, _____.
  
  Attest:                                     IMMUNOMEDICS, INC.
  
  _____________________________               By:    _____________________________
  
  Countersigned:
  
  _____________________________
  Rights Agent
  
  By:   __________________________
        Authorized Signature
  
                                      - B-3 -
  Form of Reverse Side of Right Certificate
  
                                 FORM OF ASSIGNMENT
                                 ------------------
               (To be executed by the registered holder if such holder
                    desires to transfer the Right Certificate.)
  
       FOR  VALUE  RECEIVED   ______________________  hereby  sells,  assigns  and
  transfers  unto  _______________________________________________________________
                           (Please print name and address of transferee)
  
  this Right Certificate, together with all right, title and interest therein, and
  does hereby irrevocably constitute and appoint _______________________________,
  Attorney, to transfer the within Right Certificate on the books of the
  within-named Company, with full power of substitution.
  
  Date:      ______________ __, _______
  
                                                __________________________________
                                                            Signature
  
  Signature Guaranteed:
  
       Signatures  must be guaranteed by an "eligible  guarantor  institution"  as
  defined in Rule 17Ad-15  promulgated under the Securities  Exchange Act of 1934,
  as amended.
  
  ----------------------------------------------
  
       The undersigned  hereby  certifies that the Rights  evidenced by this Right
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
  Associate thereof (as defined in the Rights Agreement).
  
                                                __________________________________
                                                            Signature
  
  ----------------------------------------------
  
                                      - B-4 -
  Form of Reverse Side of Right Certificate -- continued
  
                            FORM OF ELECTION TO PURCHASE
                            ----------------------------
                    (To be executed if holder desires to exercise
                              the Right Certificate.)
  
  To IMMUNOMEDICS, INC.:
  
       The  undersigned  hereby  irrevocably  elects to  exercise  _______________
  Rights  represented by this Right  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 Right
  Certificate,  a new Right  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  guarantor  institution"  as
  defined in Rule 17Ad-15  promulgated under the Securities  Exchange Act of 1934,
  as amended.
  
                                      - B-5 -
  Form of Reverse Side of Right Certificate -- continued
  
  ----------------------------------------------
  
       The undersigned  hereby  certifies that the Rights  evidenced by this Right
  Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
  Associate 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 Right  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 Right 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.
  
                                      - B-6 -
  EXHIBIT C
                                                                         ---------
  
                            SUMMARY OF RIGHTS TO PURCHASE
                                  PREFERRED SHARES
  
       On February 28, 2002,  the Board of Directors of  Immunomedics,  Inc.  (the
  "Company") declared a dividend of one preferred share purchase right (a "Right")
  for each  outstanding  share of Common  Stock,  par value  $0.01 per share  (the
  "Common  Shares")  outstanding  on March  15,  2002 (the  "Record  Date") to the
  stockholders of record on that date.  Each Right entitles the registered  holder
  to purchase  from the Company one  one-thousandth  of a share of Series G Junior
  Participating  Preferred  Stock,  par  value  $0.01 per  share  (the  "Preferred
  Shares"),  of the Company, at a price of One Hundred Fifty Dollars ($150.00) per
  one  one-thousandth  of a Preferred  Share (the  "Purchase  Price"),  subject to
  adjustment.  The  description  and terms of the Rights are set forth in a Rights
  Agreement  (the  "Rights  Agreement")  between the Company  and  American  Stock
  Transfer and Trust Company, as Rights Agent (the "Rights Agent").
  
       Until the earlier to occur of (i) 10 days  following a public  announcement
  that a person  or group of  affiliated  or  associated  persons  (an  "Acquiring
  Person")  has  acquired  beneficial  ownership  of  15%  or,  in the  case  of a
  Grandfathered   Stockholder   or  a  Second  Tier   Grandfathered   Stockholder,
  respectively,  such percentage as is specified in the Rights Agreement,  or more
  of the outstanding Common Shares 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 15% or, in the case of a  Grandfathered  Stockholder  or a Second  Tier
  Grandfathered Stockholder,  respectively, such percentage as is specified in the
  Rights Agreement,  or more of the outstanding Common Shares (the earlier of such
  dates being called the "Distribution Date"), the Rights will be evidenced,  with
  respect to any of the Common  Share  certificates  outstanding  as of the Record
  Date,  by such Common  Share  certificate  with a copy of this Summary of Rights
  attached thereto.
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier  redemption  or  expiration  of the  Rights),  new Common Share
  certificates  issued  after the Record Date or upon  transfer or new issuance of
  Common  Shares 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  certificates  for Common Shares
  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 Shares represented by such certificate. As
  soon as  practicable  following the  Distribution  Date,  separate  certificates
  evidencing the Rights ("Right Certificates") will be mailed to holders of record
  of the Common  Shares as of the Close of Business on the  Distribution  Date and
  such separate Right Certificates alone will evidence the Rights.
  The Rights are not exercisable until the Distribution Date. The Rights will
  expire  on March 1,  2012  (the  "Final  Expiration  Date"),  unless  the  Final
  Expiration  Date is extended  or unless the Rights are  earlier  redeemed by the
  Company, in each case, as described below.
  
       The Purchase  Price  payable,  and the number of Preferred  Shares 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
  Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
  or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
  securities  convertible into Preferred Shares with a conversion price, less than
  the  then  current  market  price of the  Preferred  Shares  or  (iii)  upon the
  distribution to holders of the Preferred  Shares of evidences of indebtedness or
  assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
  retained  earnings or dividends  payable in Preferred Shares) or of subscription
  rights or warrants (other than those referred to above).
  
       The number of outstanding Rights and the number of one one-thousandths of a
  Preferred  Share  issuable  upon  exercise  of each  Right are also  subject  to
  adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
  dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
  consolidations or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  
       Preferred  Shares  purchasable  upon  exercise  of the  Rights  will not be
  redeemable.  Each  Preferred  Share will be  entitled  to a  quarterly  dividend
  payment of 1,000 times the dividend  declared per Common Share.  In the event of
  liquidation,  the  holders  of the  Preferred  Shares  will  be  entitled  to an
  aggregate  payment of 1,000 times the  aggregate  payment made per Common Share.
  Each  Preferred  Share will have 1,000 votes,  voting  together  with the Common
  Shares. In the event of any merger,  consolidation or other transaction in which
  Common Shares are exchanged,  each  Preferred  Share will be entitled to receive
  1,000 times the amount received per Common Share.  These rights are protected by
  customary anti-dilution provisions.
  
       Because of the nature of the Preferred  Shares'  dividend,  liquidation and
  voting rights, the value of the one one-thousandth interest in a Preferred Share
  purchasable  upon  exercise of each Right  should  approximate  the value of one
  Common Share.
  
       From and after the occurrence of an event described in Section 11(a)(ii) of
  the Rights  Agreement,  if the Rights evidenced by this Right Certificate are or
  were at any time on or after the  earlier  of (x) the date of such event and (y)
  the Distribution Date (as such term is defined in the Rights Agreement) acquired
  or beneficially  owned by an Acquiring Person or an Associate or Affiliate of an
  Acquiring  Person (as such terms are  defined  in the  Rights  Agreement),  such
  Rights shall become void, and any holder of such Rights shall thereafter have no
  right to exercise such Rights.
  
       In the event that, at any time after a Person becomes an Acquiring  Person,
  the Company is acquired in a merger or other business combination transaction or
  50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
  provision will be made so that each holder of a Right will  thereafter  have the
  right to receive,  upon the exercise  thereof at the then current exercise price
  of the Right,  that number of shares of common  stock of the  acquiring  company
  
                                      - C-2 -
  which at the time of such  transaction will have a market value of two times the
  exercise  price of the Right.  In the event that any person becomes an Acquiring
  Person,  proper  provision  shall be made so that each holder of a Right,  other
  than Rights  beneficially  owned by the Acquiring  Person and its Affiliates and
  Associates  (which will  thereafter be void),  will thereafter have the right to
  receive upon  exercise that number of Common Shares having a market value of two
  times the exercise price of the Right.  If the Company does not have  sufficient
  Common Shares to satisfy such obligation to issue Common Shares, or if the Board
  of Directors so elects,  the Company  shall deliver upon payment of the exercise
  price of a Right an  amount  of cash or  securities  equivalent  in value to the
  Common Shares  issuable upon exercise of a Right;  provided that, if the Company
  fails to meet such obligation within 30 days following the date a Person becomes
  an Acquiring  Person,  the Company must  deliver,  upon  exercise of a Right but
  without  requiring  payment of the exercise price then in effect,  Common Shares
  (to the extent available) and cash equal in value to the difference  between the
  value of the Common Shares  otherwise  issuable upon the exercise of a Right and
  the exercise price then in effect.  The Board of Directors may extend the 30-day
  period  described  above for up to an additional 60 days to permit the taking of
  action that may be necessary to authorize sufficient additional Common Shares to
  permit the issuance of Common Shares upon the exercise in full of the Rights.
  
       At any time after any Person  becomes an Acquiring  Person and prior to the
  acquisition  by any  person or group of a  majority  of the  outstanding  Common
  Shares,  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  Common  Share  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 1% in
  such Purchase Price. No fractional  Preferred  Shares will be issued (other than
  fractions  which are  integral  multiples of one  one-thousandth  of a Preferred
  Share,  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  Shares on the last trading day prior to the date
  of exercise.
  
       At any time prior to the time any Person becomes an Acquiring  Person,  the
  Board of  Directors  of the Company  may redeem the Rights in whole,  but not in
  part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of
  the  Rights  may be made  effective  at such  time,  on such basis and with such
  conditions  as the Board of  Directors  in its sole  discretion  may  establish.
  Immediately upon any 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.
  
       The terms of the Rights may be  amended  by the Board of  Directors  of the
  Company  without the consent of the holders of the Rights,  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  (other than the
  Acquiring Person and its Affiliates and Associates).
  
                                      - C-3 -
  Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
       A copy of the  Agreement  has been filed with the  Securities  and Exchange
  Commission as an Exhibit to a Registration  Statement on Form 8-A dated March 8,
  2002. A copy of the 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  Agreement,  which is  hereby
  incorporated herein by reference.
  
                                      - C-4 -
  EXHIBIT 99.1
                                    ------------
  
              IMMUNOMEDICS ADOPTS NEW 2002 STOCKHOLDERS RIGHTS PLAN TO
                          REPLACE EXISTING 1998 RIGHTS PLAN
  
  Morris Plains,  NJ, March 4, 2002 --- Immunomedics,  Inc.  (Nasdaq:  IMMU) today
  announced  that its  Board of  Directors  has  approved  the  redemption  of all
  outstanding Rights under its 1998 Stockholder Rights Plan in connection with the
  adoption  of  a  new  2002  Stockholder   Rights  Plan.  Holders  of  shares  of
  Immunomedics  common  stock as of the close of  business  on March 15, 2002 will
  receive $0.001 for each  outstanding  Right to be redeemed under the 1998 Rights
  Plan, as well as a dividend in the form of one Right under the 2002 Rights Plan,
  in each case for each share of common  stock held as of such date.  The Board of
  Directors  approved  an Exercise  Price under the 2002 Rights Plan of $150.  per
  Right, in part, upon the advice of their financial advisors.
  
  The 2002 Rights Plan is not being adopted in response to any specific  effort to
  acquire  control of the  Company,  but  rather to  continue  to ensure  that all
  Immunomedics'  shareholders  are treated  fairly in the event of an  unsolicited
  takeover of the Company,  as well as to guard  against  partial  tender  offers,
  squeeze-outs,  open  market  accumulation  and other  tactics  intended  to gain
  control of Immunomedics without maximizing shareholder value.
  
  The 2002  Rights  Plan,  like  the 1998  Plan,  provides  that if a third  party
  acquires more than 15% of  Immunomedics'  common stock without prior approval of
  the  Board  of  Directors,  all  stockholders  of the  Company  (other  than the
  acquiring  party) will be entitled to buy either  shares of a special  series of
  the Company's junior  participating  preferred stock, or shares of the Company's
  common  stock with a market  value equal to double the  Exercise  Price for each
  2002 Right they hold.  Under these  circumstances,  the Board of  Directors  may
  instead allow each such Right (other than those held by the acquiring  party) to
  be  exchanged  for one share of the  Company's  common  stock.  The  exercise or
  exchange of these 2002 Rights would have a  substantial  dilutive  effect on the
  acquiring party.
  
  Immunomedics  is  a  biopharmaceutical   company  focused  on  the  development,
  manufacture and commercialization of diagnostic imaging and therapeutic products
  for the detection and treatment of cancer and infectious  diseases.  Integral to
  these products are highly specific monoclonal  antibodies and antibody fragments
  designed  to deliver  radioisotopes  and  chemotherapeutic  agents to tumors and
  sites of  infection.  Immunomedics  has five  therapeutic  products  in clinical
  trials and has two  marketed  diagnostic  imaging  products.  The most  advanced
  therapeutic  product  candidates are LymphoCide(tm)  (epratuzumab),  which is in
  Phase II and  Phase III  clinical  trials  for the  treatment  of  non-Hodgkin's
  lymphoma, and CEA-Cide(tm) (labetuzumab), which is in Phase I/II clinical trials
  for the treatment of certain solid tumors.
  
  This release, in addition to historical  information,  contains  forward-looking
  statements  made  pursuant to the Private  Securities  Litigation  Reform Act of
  1995. Such statements,  including statements regarding clinical trials,  involve
  significant  risks and  uncertainties and actual results could differ materially
  from  those  expressed  or  implied  herein.   Factors  that  could  cause  such
  differences  include,  but are not limited to, risks associated with new product
  development     (including    clinical    trials    outcome    and    regulatory
  requirements/actions),  competitive  risks to marketed products and availability
  of financing and other sources of capital, as well as the risks discussed in the
  Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2001.
  
  Company Contact: Rebecca Kinner, Investor Relations,  (973) 605-8200,  extension
  263. Visit the company's web site at http://www.Immunomedics.com