8-A12G

                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549


                                        FORM 8-A

                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                       PURSUANT TO SECTION 12(b) OR (g) OF THE

                           SECURITIES EXCHANGE ACT OF 1934

                           APPLIED MICROSYSTEMS CORPORATION
                (Exact name of registrant as specified in its charter)

WASHINGTON                                                            91-1074996
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


                                5020 148TH AVENUE N.E.
                              REDMOND, WASHINGTON 98052
             (Address of principal executive offices, including Zip Code)


Securities to be registered pursuant to Section 12(g) of the Act:

            Title of each class          Name of each exchange on which
          to be so registered:           each class is to be registered:

      PREFERRED SHARE PURCHASE RIGHTS       NASDAQ NATIONAL MARKET


     If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.  / /

     If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.  /X/

     Securities Act registration file number to which this form relates:  Not
applicable.

     Securities to be registered pursuant to Section 12(b) of the Act:  Not
applicable.


                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     On December 10, 1998, the Board of Directors of Applied Microsystems
Corporation (the "Company") declared a dividend distribution of one preferred
share purchase right (each a "Right") for each outstanding share of Common
Stock, par value $0.01 per share, of the Company (the "Common Shares"), payable
to the holders of record of the Common Shares on December 21, 1998 (the "Record
Date").  The Rights dividend was declared by the Board of Directors in
connection with its adoption of the Shareholder Rights Plan, dated December 10,
1998, between the Company and ChaseMellon Shareholder Services, LLC (the "Rights
Plan"), attached as Exhibit 1 to this Registration Statement.    

     Until the earliest to occur of (i) a public announcement that, without the
prior approval of the Board of Directors of the Company, a person or group,
including any affiliates or associates of such person or group (an "Acquiring
Person"), acquired, or obtained the right to acquire, beneficial ownership of
fifteen percent or more of the outstanding Common Shares (the "Shares
Acquisition Date") or (ii) ten business days (or such later date as the Board
may determine) following the commencement or announcement of an intention (which
is not subsequently withdrawn within five business days after such announcement)
to make a tender offer or exchange offer which would result in any person or
group (and related persons) having beneficial ownership of fifteen percent or
more of the outstanding Common Shares without the prior consent of the Board of
Directors (the earliest of such dates being called the "Distribution Date"), the
Rights will be attached to all Common Share certificates and will be evidenced
by the Common Share certificates.  The Rights Plan 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 upon
transfer, replacement or new issuance of Common Shares will contain a legend
incorporating the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights), the surrender for
transfer of any Common Share certificates outstanding as of the Record Date,
even without such a notation, will also constitute the transfer of the Right
associated with each of the Common Shares represented by such certificate.  As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be sent by first class mail
to holders of record of the Common Shares as of the close of business on the
Distribution Date, and the separate Rights Certificates alone will evidence the
Rights and the Rights will be separately transferable from the Common Shares.

     The Rights are not exercisable until the Distribution Date.  The Rights
will expire on December 21, 2008, unless earlier redeemed or exchanged by the
Company as described below.

     The preferred stock purchasable upon exercise of the Rights is
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless


                                          2


otherwise provided in the terms of the Company's Articles of Incorporation, as
such may be amended from time to time).  Each share of preferred stock will have
a preferential quarterly dividend in an amount equal to 100 times the dividend
declared on each Common Share.  In the event of liquidation, the holders of
Preferred Stock will receive a preferred liquidation payment per share equal to
100 times the payment made to each Common Share.  Each share of preferred stock
will have 100 votes, voting together with the Common Shares unless otherwise
required by law.  In the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each share of preferred stock will be
entitled to receive 100 times the amount and type of consideration received per
Common Share.  The rights of the preferred stock as to dividends, liquidation
and voting, and mergers and consolidations, are protected by customary
anti-dilution provisions.  Fractional shares of preferred stock may be issued
and such fractional shares shall entitle the holder thereof, in proportion to
such holder's fractional shares, to have the benefit of all other rights of
holders of preferred stock. 

     In the event that any person becomes an Acquiring Person, each holder of a
Right generally will thereafter have the right for a sixty day period after the
later of the date of such event and the effectiveness of an appropriate
registration statement (or such other longer period set by the Board of
Directors) to receive upon exercise of the Right that number of Common Shares
(or, in the discretion of the Board of Directors, one one-hundredths of a
preferred share or other securities or property) having a market value of two
times the exercise price of the Right (such right being called the "Subscription
Right").  Notwithstanding the foregoing, following the occurrence of a person
becoming an Acquiring Person, all Rights that are, or under certain
circumstances specified in the Rights Plan were, beneficially owned by the
Acquiring Person will be null and void.

     In the event that, at any time on or following the Shares Acquisition Date,
the Company is acquired in a merger or other business combination transaction
(whether or not the Company is the surviving entity) or 50% or more of the
Company's assets or earning power are sold (in one transaction or a series of
transactions), proper provision shall be made so that each holder of a Right
(except Rights that have been rendered void under the Rights Plan) shall
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 (or, in the event there is more than one acquiring
company, the acquiring company receiving the greatest portion of the assets or
earning power transferred) which at the time of such transaction would have a
market value of two times the exercise price of the Right (such right being
called the "Merger Subscription Right").  The holder of a Right will continue to
have the Merger Subscription Right whether or not such holder exercises the
Merger Subscription Right.

     The Purchase Price payable, the number of Rights and the number of shares
of Preferred Stock, Common Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment form time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock of certain rights or warrants to subscribe for Preferred
Stock, certain convertible securities or securities


                                          3


having the same or more favorable rights, privileges and preferences as the
Preferred Stock at less than the current market price of the Preferred Stock or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets excluding regular quarterly cash dividends out of
earnings or retained earnings and dividends payable in Preferred Stock or of
subscription rights or warrants (other than those referred to above).  With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least one percent in such
Purchase Price. 

     If at any time following the Record Date the Company shall pay a dividend
on the Common Shares in the form of Common Shares or effect a subdivision,
combination or consolidation of the outstanding Common Shares into a greater or
lesser number of Common Shares, then each outstanding  Common Share following
such event shall continue to have one Right associated with it and the exercise
price of each Right will be proportionately adjusted.

     At any time prior to the earliest to occur of (i) the close of business on
the Shares Acquisition Date or (ii) the expiration of the Rights, the Company
may redeem the Rights in whole, but not in part, at a price of $0.01 per Right
(the "Redemption Price"), which redemption shall be effective immediately upon
the action of the Board of Directors.  Additionally, following the Shares
Acquisition Date and the expiration of the period during which the Subscription
Right is exercisable, the Company may redeem the then outstanding Rights in
whole, but not in part, at the Redemption Price.  In addition, the Board of
Directors of the Company may also redeem all of the Rights in connection with
any merger, consolidation or sale or other transfer of fifty percent or more of
the  Company's assets or earning power (a "Transaction") in which all holders of
Common Shares are treated alike and such transaction either (i) does not involve
an Acquiring Person or (ii) the Acquiring Person has yet to obtain beneficial
ownership of fifty percent or more of the Common Shares and there exists no
other Acquiring Person at that time.  The Company may, at its option, pay the
Redemption Price in Common Shares or cash.  Upon the effective date of the
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of Rights holders will be to receive the Redemption Price.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including the right to vote or to
receive dividends or any other incidents of ownership associated with the Common
Shares.

     The Board of Directors of the Company may, at its option, after there
exists an Acquiring Person, exchange all or part of the then outstanding Rights
(other than those held by the Acquiring Person) for Common Shares having a value
per Right equal to the difference between the value of the Common Shares
receivable upon exercise of the Right and the Purchase Price, and such exchange
consideration may be appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the Record Date. 
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after the Acquiring Person becomes the
beneficial owner of fifty percent or more of the Common Shares then outstanding.


                                          4


Immediately upon the action of the Board of Directors of the Company ordering
the exchange of any Rights, the right to exercise such Rights shall terminate. 
The Board of Directors, at its option, may substitute preferred stock for some
or all of the Common Shares exchangeable for the Rights. 

     Except as set forth above, the terms of the Rights may be amended by the
Board of Directors of the Company without the approval of the Rights holders,
(i) prior to the Distribution Date in any manner and (ii) on or after the
Distribution Date to cure any ambiguity, to correct or supplement any provision
of the Rights Agreement which may be defective or inconsistent with any other
provisions, or in any manner not adversely affecting the interests of the
holders of the Rights (excluding the interests of any Acquiring Person), or,
subject to certain limitations, to shorten or lengthen any time period under the
Rights Agreement. 

     The Rights have certain anti-takeover effects.  The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired.  However, the Rights generally should not
interfere with any merger or other business combination approved by the Board of
Directors.

     The foregoing description of the Rights Plan and the Rights is qualified in
its entirety by reference to the Rights Plan attached as Exhibit 1 hereto and
incorporated by reference herein.





                                          5


Item 2.   EXHIBITS.

     1.     Shareholder Rights Plan, dated as of December 10, 1998 between
            Applied Microsystems Corporation and ChaseMellon Shareholder
            Services, L.L.C., which includes, as Exhibit A thereto, the form of
            Certificate of Designation specifying the terms of the Series A
            Preferred Stock, as Exhibit B thereto, the form of Rights
            Certificate, and, as Exhibit C thereto, the form of Rights Summary. 







                                          6


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                   APPLIED MICROSYSTEMS CORPORATION

              , 1998
- --------------
                                   By
                                     -------------------------------------------
                                        A. James Beach 
                                        Vice President, Secretary, Treasurer and
                                        Chief Financial Officer




                                          7

EX-1

                           APPLIED MICROSYSTEMS CORPORATION

                                         AND

                       CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


                               STOCKHOLDER RIGHTS PLAN

                            DATED AS OF DECEMBER 10, 1998



     THIS SHAREHOLDER RIGHTS PLAN is effective as of December 10, 1998, between
Applied Microsystems Corporation, a Washington corporation (the "CORPORATION"),
and ChaseMellon Shareholder Services, L.L.C., a New Jersey Limited Liability
Company (the "RIGHTS AGENT").


                                      WITNESSETH

     WHEREAS, the Board of Directors of the Corporation has authorized and
declared a dividend of one preferred share purchase right (a "RIGHT") for each
Common Share (as hereinafter defined) of the Corporation outstanding at the
Close of Business on December 21, 1998 (the "RECORD DATE"), each Right
representing the right to purchase 1/100th of a Preferred Share (as hereinafter
defined), upon the terms and subject to the conditions herein set forth, and has
further authorized and directed the issuance of one Right with respect to each
Common Share that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date or the Final Expiration
Date (as such terms are hereinafter defined); PROVIDED, HOWEVER, that Rights may
be issued with respect to Common Shares that shall become outstanding after the
Distribution Date and prior to the earlier of the Redemption Date and the Final
Expiration Date in accordance with the provisions of Section 23 this Agreement.

     Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
     
     Section 1.     CERTAIN DEFINITIONS.  For purposes of this Agreement, the
following terms have the meanings indicated:

          (a)  "ACQUIRING PERSON" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the then outstanding Common Shares (other than as a result of
a Permitted Offer) or was such a Beneficial Owner at any time after the date
hereof, whether or not such person continues to be the Beneficial Owner of 15%
or more of the then outstanding Common Shares.  Notwithstanding the foregoing,
(A) the term "Acquiring Person" shall not include (i) the Corporation, (ii) any
Subsidiary of the Corporation, (iii) any employee benefit plan of the
Corporation or of any Subsidiary of the Corporation, (iv) any Person or entity
organized, appointed or established by the Corporation for or pursuant to the
terms of any such plan, (v) any Person, who or which together with all
Affiliates and Associates of such Person becomes the Beneficial Owner of 15% or
more of the then outstanding Common Shares as a result of the acquisition of
Common Shares directly from the Corporation or (vi) any Grandfathered
Shareholder, and (B) no Person shall be deemed to be an "Acquiring Person"
either (X) as a result of the acquisition of Common Shares by the Corporation
which, by reducing the number of Common Shares outstanding, increases the
proportional number of shares beneficially owned by such Person together with
all Affiliates and Associates of such Person; except that if (i) a Person would
become an Acquiring Person (but for


                                         -1-


the operation of this subclause (X) as a result of the acquisition of Common
Shares by the Corporation, and (ii) after such share acquisition by the
Corporation, such Person, or an Affiliate or Associate of such Person, becomes
the Beneficial Owner of any additional Common Shares, then such Person shall be
deemed an Acquiring Person, or (Y) if (i) within ten (10) days after such Person
would otherwise have become an Acquiring Person (but for the operation of this
subclause (Y), such Person notifies the Board of Directors that such Person did
so inadvertently and (ii) within two (2) days after such notification, such
Person is the Beneficial Owner of less than 15% of the outstanding Common
Shares.

          (b)  "ACT" shall mean the Securities Act of 1933, as amended and as in
effect on the date of this Agreement.

          (c)  "AFFILIATE" and "ASSOCIATE" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended and in effect on the date of
this Agreement (the "EXCHANGE ACT").

          (d)  A Person shall be deemed the "BENEFICIAL OWNER" of and shall be
deemed to "BENEFICIALLY OWN" any securities:

               (1)  which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;

               (2)  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, 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 the Beneficial
Owner of, or to beneficially own, securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of such Person's
Affiliates or Associates until such tendered securities are accepted for
purchase or exchange; or (B) the right to vote pursuant to any agreement,
arrangement or understanding; PROVIDED, HOWEVER, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, any security if the
agreement, arrangement or understanding to vote such security (1) arises solely
from a revocable proxy or consent given to such Person in response to a public
proxy or consent solicitation made pursuant to, and in accordance with, the
applicable rules and regulations promulgated under the Exchange Act and (2) is
not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report); or

               (3)  which are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such Person (or
any of such Person's Affiliates or Associates) has any agreement, arrangement or
understanding (other than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering of securities)
relating to the acquisition, holding, voting (except to the extent


                                         -2-


contemplated by the proviso to Section 1(d)(2)(B)) or disposing of any
securities of the Corporation.

     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 Corporation, 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.

          (e)  "BUSINESS DAY" shall mean any day other than a Saturday, Sunday
or U.S. federal holiday.

          (f)  "CLOSE OF BUSINESS" on any given date shall mean 5:00 P.M., New
York time, on such date; PROVIDED, HOWEVER, that if such date is not a Business
Day it shall mean 5:00 P.M., New York time, on the next succeeding Business Day.

          (g)  "COMMON SHARES" when used with reference to the Corporation shall
mean the shares of Common Stock, par value $0.01 per share, of the Corporation
or, in the event of a subdivision, combination or consolidation with respect to
such shares of Common Stock, the shares of Common Stock resulting from such
subdivision, combination or consolidation. "Common Shares" when used with
reference to any Person other than the Corporation 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.

          (h)  "DISTRIBUTION DATE" shall have the meaning set forth in Section 3
hereof.

          (i)  "FINAL EXPIRATION DATE" shall have the meaning set forth in
Section 7 hereof.

          (j)  "GRANDFATHERED SHAREHOLDERS" shall mean at any time Anthony 
Miadich, George Kalan and Orien Venture Partners who at the time in question 
are the Beneficial Owner of an aggregate of 1,308,757 Common Shares on the 
date of this Agreement, or any other Person who is the Beneficial Owner of 
such Common Shares on the date of this Agreement, or any Affiliate or 
Associate of such Person; provided that no such Person shall be a 
Grandfathered Shareholder if such Person is or becomes the Beneficial Owner 
of additional Common Shares (except for any acquisition of Common Shares by 
such Persons upon grant or exercise of any stock options granted to them in 
connection with their service on the Board of Directors of the Corporation). 

          (k)  "INTERESTED SHAREHOLDER" shall mean any Acquiring Person or any
Affiliate or Associate of an Acquiring Person or any other Person in which any
such Acquiring Person, Affiliate or Associate has an interest, or any other
Person acting directly or indirectly on behalf of or in concert with any such
Acquiring Person, Affiliate or Associate.


                                         -3-


          (l)  "PERMITTED OFFER" shall mean a tender or exchange offer which is
for all outstanding Common Shares at a price and on terms determined, prior to
the purchase of shares under such tender or exchange offer, by at least a
majority of the members of the Board of Directors who are not officers of the
Corporation and who are not Acquiring Persons or Affiliates, Associates,
nominees or representatives of an Acquiring Person, to be adequate (taking into
account all factors that such Directors deem relevant including, without
limitation, prices that could reasonably be achieved if the Corporation or its
assets were sold on an orderly basis designed to realize maximum value) and
otherwise in the best interests of the Corporation and its shareholders (other
than the Person or any Affiliate or Associate thereof on whose basis the offer
is being made) taking into account all factors that such directors may deem
relevant.

          (m)  "PERSON" shall mean any individual, firm, partnership, limited
liability company, corporation, trust, association, joint venture or other
entity, and shall include any successor (by merger or otherwise) of such entity.

          (n)  "PREFERRED SHARES" shall mean shares of Series A Preferred Stock,
with a par value of $0.01 per share, of the Corporation having the relative
rights, preferences and limitations set forth in the Form of Certificate of
Designation attached to this Agreement as EXHIBIT A.

          (o)  "REDEMPTION DATE" shall have the meaning set forth in Section 7
hereof.

          (p)  "SECTION 11 (a)(ii) EVENT" shall mean any event described in
Section 11(a)(ii) hereof.

          (q)  "SECTION 13 EVENT" shall mean any event described in clause (x),
(y) or (z) of Section 13(a) hereof.

          (r)  "SHARES ACQUISITION DATE" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to the Exchange Act) by the Corporation or
an Acquiring Person that an Acquiring Person has become such; PROVIDED, THAT, if
such Person is determined not to have become an Acquiring Person pursuant to
Section 1(a)(Y) hereof, then no Shares Acquisition Date shall be deemed to have
occurred.

          (s)  "SUBSIDIARY" of any Person shall mean any corporation or other
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.

          (t)  "TRANSACTION" shall mean any merger, consolidation or sale of
assets described in Section 13(a) hereof or any acquisition of Common Shares of
the Corporation which would result in a Person becoming a Transaction Person.  


                                         -4-


          (u)  "TRANSACTION PERSON" with respect to a Transaction shall mean (x)
any Person who (i) is or will become an Acquiring Person if the Transaction were
to be consummated, and (ii) directly or indirectly proposed or nominated a
director of the Corporation which director is in office at the time of
consideration of the Transaction, or (y) an Affiliate or Associate of such a
Person.

          (v)  "TRIGGERING EVENT" shall mean any Section 11(a)(ii) Event or any
Section 13 Event.

     Section 2.     APPOINTMENT OF RIGHTS AGENT.  The Corporation hereby
appoints the Rights Agent to act as agent for the Corporation in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Corporation may from time to time appoint such co-Rights
Agents as it may deem necessary or desirable.

     Section 3.     ISSUANCE OF RIGHT CERTIFICATES.

          (a)  Until the earlier of (i) the Shares Acquisition Date or (ii) the
Close of Business on the tenth day (or such later date as may be determined by
action of the Corporation's Board of Directors) after the date of the
commencement by any Person (other than the Corporation, any Subsidiary of the
Corporation, any employee benefit plan of the Corporation or of any Subsidiary
of the Corporation or any Person or entity organized, appointed or established
by the Corporation for or pursuant to the terms of any such plan) of, or of the
first public announcement of the intention of any Person (other than the
Corporation, any Subsidiary of the Corporation, any employee benefit plan of the
Corporation or of any Subsidiary of the Corporation or any Person or entity
organized, appointed or established by the Corporation for or pursuant to the
terms of any such plan) to commence (which intention to commence remains in
effect for five (5) Business Days after such announcement), a tender or exchange
offer the consummation of which would result in any Person becoming an Acquiring
Person (including, in the case of both (i) and (ii), any such date which is
after the date of this Agreement and prior to the issuance of the Rights), the
earlier of such dates being herein referred to as the "DISTRIBUTION DATE," (x)
the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)
by the certificates for Common 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 the
underlying Common Shares (including a transfer to the Corporation); PROVIDED,
HOWEVER, that if a tender offer is terminated prior to the occurrence of a
Distribution Date, then no Distribution Date shall occur as a result of such
tender offer.  As soon as practicable after the Distribution Date, the
Corporation will prepare and execute, the Rights Agent will countersign, and the
Corporation will send or cause to be sent by first-class, 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
Corporation, a Right Certificate, substantially in the form of EXHIBIT B hereto
(a "RIGHT CERTIFICATE"), evidencing one Right for each Common Share


                                         -5-


so held.  As of and after the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.

          (b)  As promptly as practicable following the Record Date, the
Corporation will send a copy of a Summary of Rights in substantially the form of
EXHIBIT C hereto (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
Corporation.  With respect to certificates for Common Shares outstanding as of
the Record Date, until the Distribution Date, the Rights will be evidenced by
such certificates registered in the names of the holders thereof together with a
copy of the Summary of Rights attached thereto.  Until the Distribution Date (or
the earlier of the Redemption Date or the Final Expiration Date), the surrender
for transfer of any certificate for Common 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 such Common Shares.

          (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 Distribution Date, the Redemption Date or the Final Expiration Date,
shall be deemed also to be certificates for Rights, and shall bear the following
legend:

     THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN
     RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN BETWEEN APPLIED
     MICROSYSTEMS CORPORATION AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
     DATED AS OF DECEMBER 10, 1998 (THE "RIGHTS PLAN"), THE TERMS OF WHICH ARE
     HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT
     THE PRINCIPAL EXECUTIVE OFFICES OF APPLIED MICROSYSTEMS CORPORATION  UNDER
     CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS PLAN, SUCH RIGHTS WILL BE
     EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
     CERTIFICATE. APPLIED MICROSYSTEMS CORPORATION WILL MAIL TO THE HOLDER OF
     THIS CERTIFICATE A COPY OF THE RIGHTS PLAN WITHOUT CHARGE AFTER RECEIPT OF
     A WRITTEN REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE
     RIGHTS PLAN, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR
     BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS
     DEFINED IN THE RIGHTS PLAN) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY
     HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME
     NULL AND VOID.


                                         -6-


With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
such 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 Corporation purchases or acquires any Common Shares after
the Record Date but prior to the Distribution Date, any Rights associated with
such Common Shares shall be deemed cancelled and retired so that the Corporation
shall not be entitled to exercise any Rights associated with the Common Shares
which are no longer outstanding.

     Section 4.     FORM OF RIGHT CERTIFICATE.

          (a)  The Right Certificates (and the forms of election to purchase and
of assignment to be printed on the reverse thereof) shall be substantially the
form set forth in EXHIBIT B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as the
Corporation may deem appropriate (but which do not affect the duties or
responsibilities of the Rights Agent) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage.  Subject to the provisions of Section 11
and Section 22 hereof, the Right Certificates shall entitle the holders thereof
to purchase such number of 1/100th of a Preferred Share as shall be set forth
therein at the price per 1/100th of a Preferred Share set forth therein (the
"PURCHASE PRICE"), but the amount and type of securities purchasable upon the
exercise of each Right and the Purchase Price thereof shall be subject to
adjustment as provided herein.

          (b)  Any Right Certificate issued pursuant to Section 3(a) or Section
22 hereof that represents Rights which are null and void pursuant to Section
7(e) of this Agreement and any Right Certificate issued pursuant to Section 6 or
Section 11 hereof upon transfer, exchange, replacement or adjustment of any
other Right Certificate referred to in this sentence, shall contain (to the
extent the Rights Agent has notice and to the extent feasible) the following
legend:

     THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY
     OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR
     ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
     PLAN).  ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
     HEREBY ARE NULL AND VOID.

     Provisions of Section 7(e) of this Rights Plan shall be operative whether
or not the foregoing legend is contained on any such Right Certificate.


                                         -7-


     Section 5.     COUNTERSIGNATURE AND REGISTRATION.  The Right Certificates
shall be executed on behalf of the Corporation by its Chairman of the Board, its
Chief Executive Officer, its President, Chief Financial Officer, any of its Vice
Presidents, or its Treasurer, either manually or by facsimile signature, shall
have affixed thereto the Corporation's seal or a facsimile thereof, and shall be
attested by the Secretary or an Assistant Secretary of the Corporation, 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.  In case any officer of the Corporation who shall have signed
any of the Right Certificates shall cease to be such officer of the Corporation
before countersignature by the Rights Agent and issuance and delivery by the
Corporation, such Right Certificates may nevertheless be countersigned by the
Rights Agent and issued and delivered by the Corporation with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Corporation; and any Right Certificate may be signed on
behalf of the Corporation by any person who, at the actual date of the execution
of such Right Certificate, shall be a proper officer of the Corporation to sign
such Right Certificate, although at the date of the execution of this Rights
Plan any such person was not such an officer.

     Following the Distribution Date and receipt by the Rights Agent of any
relevant information, the Rights Agent will keep or cause to be kept, at its
office designated as the appropriate place for surrender of such Right
Certificate or transfer, books for registration and 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 certificate number 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 CERTIFICATE.  Subject
to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any
time after the Close of Business on the Distribution Date, and at or prior to
the Close of Business on the earlier of the Redemption Date or the Final
Expiration Date, any Right Certificate or Right Certificates 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
1/100ths of a Preferred Share (or, following a Triggering Event, other
securities, as the case may be) as the Right Certificate or Right Certificates
surrendered then entitled such holder (or former holder in the case of a
transfer) to purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any 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 or offices of the Rights Agent designated for
such purpose.  Neither the Rights Agent nor the Corporation shall be obligated
to take any action whatsoever with respect to the transfer of any such
surrendered Right Certificate until the registered holder shall have completed
and signed the certificate contained in the form of


                                         -8-


assignment on the reverse side of such Right Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Corporation shall
reasonably request.  Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e) and Section 14 hereof, countersign and deliver to the Person
entitled thereto a Right Certificate or Right Certificates, as the case may be,
as so requested.  The Corporation may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certiicates.

     Upon receipt by the Corporation and the Rights Agent of evidence
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 Corporation's request,
reimbursement to the Corporation 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 Corporation will make and deliver a new
Right Certificate of like tenor to the Rights Agent for countersignature and
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)  Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose, together
with payment of the aggregate Purchase Price for the total number of 1/100th of
a Preferred Share (or other securities, as the case may be) as to which such
surrendered Rights are exercised, at or prior to the earliest of (i) the Close
of Business on December 21, 2008 (the "FINAL EXPIRATION DATE"), or (ii) the time
at which the Rights are redeemed as provided in Section 23 hereof (the
"REDEMPTION DATE").

          (b)  The Purchase Price for each 1/100th of a Preferred Share pursuant
to the exercise of a Right shall initially be $30.00, shall be subject to
adjustment from time to time as provided in the next sentence and in Sections 11
and 13(a) hereof and shall be payable in accordance with paragraph (c) below. 
Anything in this Agreement to the contrary notwithstanding, in the event that at
any time after the date of this Agreement and prior to the Distribution Date,
the Corporation 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 than by
payment of dividends in Common Shares) into a greater or lesser number of Common
Shares, then in any such case, each Common Share outstanding following such
subdivision, combination or consolidation shall continue to have a Right
associated therewith and the Purchase Price following any such event shall be 


                                         -9-


proportionately adjusted to equal the result obtained by multiplying the
Purchase Price immediately prior to such event by a fraction the numerator of
which shall be the total number of Common Shares outstanding immediately prior
to the occurrence of the event and the denominator of which shall be the total
number of Common Shares outstanding immediately following the occurrence of such
event.  The adjustment provided for in the preceding sentence shall be made
successively whenever such a dividend is declared or paid or such a subdivision,
combination or consolidation is effected.

          (c)  Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and the certificate duly and
properly executed, accompanied by payment of the Purchase Price for the
Preferred Shares (or other securities, as the case may be) 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 6 hereof by certified
check, cashier's check or money order payable to the order of the Corporation,
the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer
agent of the Preferred Shares certificates for the number of Preferred Shares to
be purchased and the Corporation hereby irrevocably authorizes its transfer
agent to comply with all such requests, or (B) if the Corporation, in its sole
discretion, shall have elected to deposit the Preferred Shares issuable upon
exercise of the Rights hereunder into a depositary, requisition from the
depositary agent depositary receipts representing such number of 1/100th 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 Corporation will direct the depositary
agent to comply with such requests, (i) when appropriate, requisition from the
Corporation the amount of cash to be paid in lieu of issuance of fractional
shares in accordance with Section 14 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to or upon
the order of the registered holder of such Right Certificate, registered in such
name or names as may be designated by such holder, and (iv) when appropriate,
after receipt thereof, deliver such cash to or upon the order of the registered
holder of such Right Certificate.  In the event that the Corporation is
obligated to issue other securities (including Common Shares) of the Corporation
pursuant to Section 11(a) hereof, the Corporation will make all arrangements
necessary so that such other securities are available for distribution by the
Rights Agent, if and when necessary to comply with this Agreement.

     In addition, in the case of an exercise of the Rights by a holder pursuant
to Section 11(a)(ii), the Rights Agent shall return such Right Certificate to
the registered holder thereof after imprinting, stamping or otherwise indicating
thereon that the rights represented by such Right Certificate no longer include
the rights provided by Section 11(a)(ii) of the Rights Plan and if less than all
the Rights represented by such Right Certificate were so exercised, the Rights
Agent shall indicate on the Right Certificate the number of Rights represented
thereby which continue to include the rights provided by Section 11(a)(ii).


                                         -10-


          (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, or the
Rights Agent shall place an appropriate notation on the Right Certificate with
respect to those Rights exercised.

          (e)  Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any Affiliate
or Associate thereof) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any Affiliate
or Associate thereof) who becomes a transferee prior to or concurrently with the
Acquiring Person becoming such and receives such Rights pursuant to either (A) a
transfer (whether or not for consideration) from the Acquiring Person to holders
of equity interests in such Acquiring Person or to any Person with whom the
Acquiring Person has a continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Corporation has determined is part of an agreement, arrangement or
understanding which has as a primary purpose or effect the avoidance of this
Section 7(e), shall become null and void without any further action and no
holder of such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise.  The
Corporation shall notify the Rights Agent when this Section (e) applies and
shall use all reasonable efforts to insure that the provisions of this Section
7(e) and Section 4(b) hereof are complied with, but neither the Corporation nor
the Rights Agent shall have any liability to any holder of Right Certificates or
other Person as a result of its failure to make any determinations with respect
to an Acquiring Person or its Affiliates, Associates or transferees hereunder.

          (f)  Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Corporation 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) properly completed and signed the certificate contained in 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 Corporation or the Rights Agent shall reasonably
request.

     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 Corporation or to any of
its agents, be delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly permitted
by any of

                                         -11-


the provisions of this Rights Plan.  The Corporation 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 Corporation
otherwise than upon the exercise thereof.  The Rights Agent shall deliver all
cancelled Right Certificates to the Corporation, or shall, at the written
request of the Corporation, destroy such cancelled Right Certificates, and in
such case shall deliver a certificate of destruction thereof to the Corporation.

     Section 9.     RESERVATION AND AVAILABILITY OF PREFERRED SHARES.  The
Corporation covenants and agrees that at all times prior to the occurrence of a
Section 11(a)(ii) Event it will cause to be reserved and kept available out of
its authorized and unissued Preferred Shares, or any authorized and issued
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 and,
after the occurrence of a Section 11(a)(ii) Event, shall, to the extent
reasonably practicable, so reserve and keep available a sufficient number of
Common Shares (and/or other securities) which may be required to permit the
exercise in full of the Rights pursuant to this Agreement.

     So long as the Preferred Shares (and, after the occurrence of a Section
11(a)(ii) Event, Common Shares or any other securities) issuable upon the
exercise of the Rights may be listed on any national securities exchange, the
Corporation shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for such issuance to be listed on
such exchange upon official notice of issuance upon such exercise.

     The Corporation covenants and agrees that it will take all such action as
may be necessary to ensure that all Preferred Shares (or Common Shares and/or
other securities, as the case may be) delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such shares or other securities
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and non-assessable shares or securities.

     The Corporation further covenants and agrees that it will pay when due and
payable any and all U.S. 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 (or Common Shares and/or other securities, as the case
may be) upon the exercise of Rights.  The Corporation 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 depository receipts for the Preferred Shares (or
Common Shares and/or other securities, as the case may be) 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 (or Common Shares and/or other
securities, as the case may be) 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
Corporation's reasonable satisfaction that no such tax is due.


                                         -12-


     The Corporation shall use its best efforts to (i) file, as soon as
practicable following the Shares Acquisition Date, a registration statement
under the Act, with respect to the securities purchasable upon exercise of the
Rights on an appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing, and (iii) cause such
registration statement to remain effective (with a prospectus at all times
meeting the requirements of the Act and the rules and regulations thereunder)
until the date of the expiration of the rights provided by Section 11(a)(ii). 
The Corporation will also take such action as may be appropriate under the blue
sky laws of the various states.
     
     Section 10.    PREFERRED SHARES RECORD DATE.  Each Person in whose name any
certificate for Preferred Shares (or Common Shares and/or other securities, as
the case may be) is issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the Preferred Shares (or Common
Shares and/or other securities, as the case may be) 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; PROVIDED, HOWEVER, that, if the
date of such surrender and payment is a date upon which the Preferred Shares (or
Common Shares and/or other securities, as the case may be) transfer books of the
Corporation are closed, such Person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the Preferred Shares (or Common Shares and/or
other securities, as the case may be) transfer books of the Corporation are
open.

     Section 11.     ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES OR
NUMBER OF RIGHTS.  The Purchase Price, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.

          (a)  (i)  In the event the Corporation shall at any time after the
effective 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 any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a) and Section
7(e) hereof, the Purchase Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of capital stock issuable on
such date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number and
kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date and at a time when the Preferred Shares transfer
books of the Corporation were open, 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


                                         -13-


exercise of one Right be less than the aggregate par value of the shares of
capital stock of the Corporation issuable upon exercise of one Right.  If an
event occurs which would require an adjustment under both Section 11(a)(i) and
Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be
in addition to, and shall be made prior to, any adjustment required pursuant to
Section 11(a)(ii).

          (ii)    In the event any Person, alone or together with its Affiliates
and Associates, shall become an Acquiring Person, then proper provision shall be
made so that each holder of a Right (except as provided below and in Section
7(e) hereof) shall, for a period of sixty (60) days after the later of the
occurrence of any such event or the effective date of an appropriate
registration statement under the Act pursuant to Section 9 hereof, have a right
to receive, upon exercise thereof at a price equal to the then current Purchase
Price, in accordance with the terms of this Agreement, such number of Common
Shares as shall equal the result obtained by (x) multiplying the then current
Purchase Price by the then number of 1/100th of a Preferred Share for which a
Right was exercisable immediately prior to the first occurrence of a Section
11(a)(ii) Event, and dividing that product by (y) 50% of the then current per
share market price of the Corporation's Common Shares (determined pursuant to
Section 11(d) hereof) on the date of such first occurrence (such number of
shares being referred to as the "ADJUSTMENT SHARES"); PROVIDED, HOWEVER, that if
the transaction that would otherwise give rise to the foregoing adjustment is
also subject to the provisions of Section 13 hereof, then only the provisions of
Section 13 hereof shall apply and no adjustment shall be made pursuant to this
Section 11(a)(ii).

          (iii)  In the event that there shall not be sufficient treasury shares
or authorized but unissued (and unreserved) Common Shares to permit the exercise
in full of the Rights in accordance with the foregoing subparagraph (ii) and the
Rights become so exercisable, notwithstanding any other provision of this
Agreement, to the extent necessary and permitted by applicable law, each Right
shall thereafter represent the right to receive, upon exercise thereof at the
then current Purchase Price in accordance with the terms of this Agreement, (x)
a number of (or fractions of) Common Shares (up to the maximum number of Common
Shares which may permissibly be issued) and (y) a number of (or fractions of)
other equity securities of the Corporation (or, in the discretion of the Board
of Directors, debt) including, but not limited to, fractions of a Preferred
Share, which the Board of Directors of the Corporation has determined to have
the same aggregate current market value (determined pursuant to Section 11(d)(i)
and (ii) hereof, to the extent applicable) as one Common Share (such number of
(or fractions of) debt, or other equity securities or debt of the Corporation
being referred to as a "capital stock equivalent"), equal in the aggregate to
the number of Adjustment Shares; PROVIDED, HOWEVER, if sufficient Common Shares,
and/or capital stock equivalents are unavailable, then the Corporation shall, to
the extent permitted by applicable law, take all such action as may be necessary
to authorize additional Common Shares or capital stock equivalents for issuance
upon exercise of the Rights, including the calling of a meeting of shareholders;
and PROVIDED, FURTHER, that if the Corporation is unable to cause sufficient
Common Shares and/or capital stock equivalents to be


                                         -14-


available for issuance upon exercise in full of the Rights, then each Right
shall thereafter represent the right to receive the Adjusted Number of Shares
upon exercise at the Adjusted Purchase Price (as such terms are hereinafter
defined).  As used herein, the term "ADJUSTED NUMBER OF SHARES" shall be equal
to that number of (or fractions of) Common Shares (and/or capital stock
equivalents) equal to the product of (x) the number of Adjustment Shares and (y)
a fraction, the numerator of which is the number of Common Shares (and/or
capital stock equivalents) available for issuance upon exercise of the Rights
and the denominator of which is the aggregate number of Adjustment Shares
otherwise issuable upon exercise in full of all Rights (assuming there were a
sufficient number of Common Shares available) (such fraction being referred to
as the "PRORATION FACTOR").  The "ADJUSTED PURCHASE PRICE" shall mean the
product of the Purchase Price and the Proration Factor.  The Board of Directors
may, but shall not be required to, establish procedures to allocate the right to
receive Common Shares and capital stock equivalents upon exercise of the Rights
among holders of Rights.

          (b)  In case the Corporation shall fix a record date for the issuance
of rights (other than the Rights), options or warrants to all holders of
Preferred Shares entitling them (for a period expiring within forty-five (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
determined pursuant to Section 11(d) hereof) on such record date, the Purchase
Price to be in effect after such record date shall be determined by multiplying
the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the number of Preferred 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 per share 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 Corporation 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 determined in good faith by the Board of
Directors of the Corporation, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the Rights Agent. 
Preferred Shares owned by or held for the account of the Corporation 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


                                         -15-


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 Corporation shall fix a record date for the making of
a distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Corporation is the continuing or surviving corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash dividend or a
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 (as
determined pursuant to Section 11(d) hereof) 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 Corporation, whose determination shall be described in
a statement filed with the Rights Agent and shall be binding on 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 Corporation to be
issued upon exercise of one Right.  Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is
not so made, the Purchase Price shall again be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

          (d)  (i) For the purpose of any computation hereunder, the "current
per share market price" of any security (a "SECURITY" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the thirty (30) consecutive
Trading Days (as such term is hereinafter defined) immediately prior to (but not
including) such date; PROVIDED, HOWEVER, that in the event that the current per
share market price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) a dividend or distribution on
such Security payable in shares of such Security or securities convertible into
such shares or (B) any subdivision, combination or reclassification of such
Security and prior to the expiration of thirty (30) Trading Days after (but not
including) 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


                                         -16-


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 Corporation.  If on any
such date no such market maker is making market in the Security, the fair value
of the Security on such date as determined in good faith by the Board of
Directors of the Corporation shall be used.  The term "TRADING DAY" shall mean a
day on which the principal national securities exchange on which the Security is
listed or admitted to trading is open for the transaction of business or if the
Security is not listed or admitted to trading on any national securities
exchange, a Business Day.

     (ii)    For the purpose of any computation hereunder, the "current per
share market price" of the Preferred 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 100.  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 value per share as determined in good faith by
the Board of Directors of the Corporation, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent.

          (e)  Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 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 1/100th of a Preferred Share or one thousandth of any
other share or security as the case may be.  Notwithstanding the first sentence
of this Section 11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three (3) years from the date of the
transaction which mandates such adjustment or (ii) the Final Expiration Date.

          (f)  If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock of the Corporation
other than Preferred Shares, thereafter the number of other shares so receivable
upon exercise of any Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Shares contained in Section 11(a) through (c),
inclusive, and the provisions of


                                         -17-


Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall apply on
like terms to any such other shares.

          (g)  All Rights originally issued by the Corporation subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of 1/100th of a Preferred
Share purchasable from time to time hereunder upon exercise of the Rights, all
subject to further adjustment as provided herein.

          (h)  The Corporation may elect on or after the date of any adjustment
of the Purchase Price to adjust the number of Rights, in lieu of any adjustment
in the number of 1/100th 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 1/100th 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 ten-thousandth) obtained by
dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment of
the Purchase Price.  The Corporation shall make a public announcement (with
prompt notice thereof to the Rights Agent) 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 issued, shall be at least ten (10) days later than the
date of the public announcement.  If Right Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this Section 11(h), the
Corporation 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 Corporation, 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
Corporation, new Right Certificates evidencing all the Rights to which such
holders shall be entitled after such adjustment.  Right Certificates so to be
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.

          (i)  Irrespective of any adjustment or change in the Purchase Price or
the number of 1/100th 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 1/100th of a Preferred Share which
were expressed in the initial Right Certificates issued hereunder.

          (j)  Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the number of 1/100th of
a Preferred Share,


                                         -18-


Common Shares or other securities issuable upon exercise of the Rights, the
Corporation shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue such number of fully paid and non-assessable 1/100th of a Preferred Share,
Common Shares or other securities at such adjusted Purchase Price.

          (k)  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 Corporation may elect to defer (with prompt notice thereof
to the Rights Agent) until the occurrence of such event the issuance to the
holder of any Right exercised after such record date the Preferred Shares,
Common Shares or other securities of the Corporation, if any, issuable upon such
exercise over and above the Preferred Shares, Common Shares or other securities
of the Corporation, if any, issuable upon exercise on the basis of the Purchase
Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the
Corporation 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.

          (l)  Anything in this Section 11 to the contrary notwithstanding, the
Corporation shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that (i) any consolidation or subdivision of the Preferred Shares, (ii)
issuance wholly for cash of 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)
stock dividends or (v) issuance of rights, options or warrants referred to in
this Section 11, hereafter made by the Corporation to holders of its Preferred
Shares shall not be taxable to such shareholders.

          (m)  The Corporation covenants and agrees that it shall not, at any
time after the Distribution Date, (i) consolidate with any other Person (other
than a Subsidiary of the Corporation in a transaction which does not violate
Section 11(n) hereof), (ii) merge with or into any other Person (other than a
Subsidiary of the Corporation in a transaction which does not violate Section
11(n) hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or
transfer), in one transaction, or a series of related transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Corporation and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Corporation and/or any of its Subsidiaries in one or
more transactions each of which does not violate Section 11(n) hereof), if (x)
at the time of or immediately after such consolidation, merger, sale or transfer
there are any charter or by-law provisions or any rights, warrants or other
instruments or securities outstanding or agreements in effect or other actions
taken, which would materially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights or (y) prior to, simultaneously with or
immediately after such consolidation, merger or sale, the shareholders of the
Person who constitutes, or would constitute, the "Principal Party" for purposes
of Section 13(a) hereof shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates


                                         -19-


and Associates.  The Corporation shall not consummate any such consolidation,
merger, sale or transfer unless prior thereto the Corporation and such other
Person shall have executed and delivered to the Rights Agent a supplemental
agreement evidencing compliance with this Section 11(m).

          (n)  The Corporation covenants and agrees that, after the Distribution
Date, it will not, except as permitted by Section 23 or Section 27 hereof, take
(or permit any Subsidiary to take) any action the purpose of which is to, or if
at the time such action is taken it is reasonably foreseeable that the effect of
such action is to, materially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights.

          (o)  The exercise of Rights under Section 11(a)(ii) shall only result
in the loss of rights under Section 11(a)(ii) to the extent so exercised and
shall not otherwise affect the rights represented by the Rights under this
Rights Plan, including the rights represented by Section 13.

     Section 12.    CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES. 
Whenever an adjustment is made as provided in Sections 11 or 13 hereof, the
Corporation shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts and computations accounting for
such adjustment, (b) file with the Rights Agent and with each transfer agent for
the Common Shares and the Preferred Shares a copy of such certificate and (c)
mail a brief summary thereof to each holder of a Right Certificate in accordance
with Section 26 hereof.  The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment therein contained and shall have no
duty with respect to and shall not be deemed to have knowledge of such
adjustment unless and until it shall have received such certificate.

     Section 13.    CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER. 

          (a)  In the event that, on or following the Shares Acquisition Date,
directly or indirectly, (x) the Corporation shall consolidate with, or merge
with and into, any Person, (y) the Corporation shall consolidate with, or merge
with, any Person, and the Corporation shall be the continuing or surviving
corporation of such consolidation or merger (other than, in a case of any
transaction described in (x) or (y), a merger or consolidation which would
result in all of the securities generally entitled to vote in the election of
directors ("VOTING SECURITIES") of the Corporation outstanding immediately prior
thereto, continuing to represent (either by remaining outstanding or by being
converted into securities of the surviving entity) all of the voting securities
of the Corporation or such surviving entity outstanding immediately after such
merger or consolidation and the holders of such securities not having changed as
a result of such merger or consolidation), or (z) the Corporation shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one transaction or a series of related transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Corporation and its Subsidiaries (taken as a whole) to any Person, then, and in
each such case (except as provided in Section 13(d) hereof), proper provision
shall be made so that (i) each holder of a Right, except as provided in Section
7(e) hereof, shall thereafter have the right to


                                         -20-


receive, upon the exercise thereof at a price equal to the then current Purchase
Price, in accordance with the terms of this Agreement and in lieu of Preferred
Shares, such number of freely tradeable Common Shares of the Principal Party (as
hereinafter defined), not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall equal the result obtained by (A)
multiplying the then current Purchase Price by the number of 1/100th of a
Preferred Share for which a Right is then exercisable (without taking into
account any adjustment previously made pursuant to Section 11(a)(ii)) and
dividing that product by (B) 50% of the then current per share market price of
the Common Shares of such Principal Party (determined pursuant to Section 11(d)
hereof) on the date of consummation of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of
such Section 13 Event, all the obligations and duties of the Corporation
pursuant to this Agreement; (iii) the term "Corporation" shall thereafter be
deemed to refer to such Principal Party, it being specifically intended that the
provisions of Section 11 hereof shall apply only to such Principal Party
following the first occurrence of a Section 13 Event; and (iv) such Principal
Party shall take such steps (including, but not limited to, the reservation of a
sufficient number of its Common Shares) in connection with the consummation of
any such transaction as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to
the Common Shares thereafter deliverable upon the exercise of the Rights.

          (b)  "PRINCIPAL PARTY" shall mean:

               (1)    in the case of any transaction described in clause (x) or
(y) of the first sentence of Section 13(a), the Person that is the issuer of any
securities into which Common Shares of the Corporation are converted in such
merger or consolidation, and if no securities are so issued, the Person that is
the other party to such merger or consolidation (including, if applicable, the
Corporation if it is the surviving corporation); and

               (2)   in the case of any transaction described in clause (z) of
the first sentence of Section 13(a), the Person that is the party receiving the
greatest portion of the assets or earning power transferred pursuant to such
transaction or transactions; PROVIDED, HOWEVER, that in any of the foregoing
cases, (1) if the Common Shares of such Person are not at such time and have not
been continuously over the preceding twelve (12) month period registered under
Section 12 of the Exchange Act, and such Person is a direct or indirect
Subsidiary of another Person the Common Shares of which are and have been so
registered, "Principal Party" shall refer to such other Person; (2) in case such
Person is a Subsidiary, directly or indirectly, of more than one Person, the
Common Shares of two or more of which are and have been so registered,
"Principal Party" shall refer to whichever of such Persons is the issuer of the
Common Shares having the greatest aggregate market value; and (3) in case such
Person is owned, directly or indirectly, by a joint venture formed by two or
more Persons that are not owned, directly or indirectly, by the same Person, the
rules set forth in (1) and (2) above shall apply to each of the chains of
ownership having an interest in such joint venture as if such party were a
"Subsidiary"


                                         -21-


of both or all of such joint venturers and the Principal Parties in each such
chain shall bear the obligations set forth in this Section 13 in the same ratio
as their direct or indirect interests in such Person bear to the total of such
interests.

          (c)   The Corporation shall not consummate any such consolidation,
merger, sale or transfer unless the Principal Party shall have a sufficient
number of its authorized Common Shares which have not been issued or reserved
for issuance to permit the exercise in full of the Rights in accordance with
this Section 13 and unless prior thereto the Corporation and such Principal
Party shall have executed and delivered to the Rights Agent a supplemental
agreement providing for the terms set forth in paragraphs (a) and (b) of this
Section 13 and further providing that, as soon as practicable after the date of
any consolidation, merger, sale or transfer mentioned in paragraph (a) of this
Section 13, the Principal Party at its own expense shall:

               (1)   prepare and file a registration statement under the Act
with respect to the Rights and the securities purchasable upon exercise of the
Rights on an appropriate form, and will use its best efforts to cause such
registration statement to (A) become effective as soon as practicable after such
filing and (B) remain effective (with a prospectus at all times meeting the
requirements of the Act) until the Final Expiration Date;

               (2)   use its best efforts to qualify or register the Rights and
the securities purchasable upon exercise of the Rights under the blue sky laws
of such jurisdictions as may be necessary or appropriate; and

               (3)  deliver to holders of the Rights historical financial
statements for the Principal Party which comply in all respects with the
requirements for registration on Form 10 under the Exchange Act.

     The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers.  The rights under this
Section 13 shall be in addition to the rights to exercise Rights and adjustments
under Section 11(a)(ii) and shall survive any exercise thereof.
     
          (d)  Notwithstanding anything in this Agreement to the contrary,
Section 13 shall not be applicable to a transaction described in subparagraphs
(x) and (y) of Section 13(a) if: (i) such transaction is consummated with a
Person or Persons who acquired Common Shares pursuant to a Permitted Offer (or a
wholly owned Subsidiary of any such Person or Persons); (ii) the price per
Common Share offered in such transaction is not less than the price per Common
Share paid to all holders of Common Shares whose shares were purchased pursuant
to such Permitted Offer; and (iii) the form of consideration offered in such
transaction is the same as the form of consideration paid pursuant to such
Permitted Offer.  Upon consummation of any such transaction contemplated by this
Section 13(d), all Rights hereunder shall expire.


                                         -22-


     Section 14.       FRACTIONAL RIGHTS AND FRACTIONAL SHARES. 

          (a)  The Corporation 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 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 by the Board of Directors of the Corporation.  If on any such date no
such market maker is making a market in the Rights, the fair value of the Rights
on such date as determined in good faith by the Board of Directors of the
Corporation shall be used.

          (b)    The Corporation shall not be required to issue fractions of
Preferred Shares (other than fractions which are 1/100th or integral multiples
of 1/100th of a Preferred Share) upon exercise of the Rights or to distribute
certificates which evidence fractional Preferred Shares (other than fractions
which are 1/100th or integral multiples of 1/100th of a Preferred Share). 
Fractions of Preferred Shares in integral multiples of 1/100th of a Preferred
Share may, at the election of the Corporation, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Corporation and a
depositary selected by it; provided that such agreement shall provide that the
holders of such depositary receipts shall have 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 1/100th or integral multiples of 1/100th of a Preferred
Share, the Corporation shall pay to the registered holders 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.  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
Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of
such exercise.


                                         -23-


          (c)    Following the occurrence of one of the transactions or events
specified in Section 11 giving rise to the right to receive Common Shares,
capital, stock equivalents (other than Preferred Shares) or other securities
upon the exercise of a Right, the Corporation shall not be required to issue
fractions of shares or units of such Common Shares, capital stock equivalents or
other securities upon exercise of the Rights or to distribute certificates which
evidence fractions of such Common Shares, capital stock equivalents or other
securities.  In lieu of fractional shares or units of such Common Shares,
capital stock equivalents or other securities, the Corporation may pay to the
registered holders 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 a share or unit of such Common Shares, capital stock equivalents
or other securities.  For purposes of this Section 14(c), the current market
value shall be determined in the manner set forth in Section 11(d) hereof for
the Trading Day immediately prior to the date of such exercise and, if such
capital stock equivalent is not traded, each such capital stock equivalent shall
have the value of 1/100th of a Preferred Share.

          (d)    The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional share 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), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Corporation to enforce, or otherwise act in respect of, his 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 will be 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 Corporation 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 of the Rights Agent if surrendered at
the office of the Rights Agent designated for


                                         -24-


such purpose, duly endorsed or accompanied by a proper instrument of transfer
and with the appropriate form fully executed;

          (c)  subject to Section 6 and Section 7(f) hereof, the Corporation 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 Certificate or the associated Common Shares certificate made by anyone
other than the Corporation or the Rights Agent) for all purposes whatsoever, and
neither the Corporation nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to be affected by any notice to the
contrary; and

          (d)  notwithstanding anything in this Agreement to the contrary,
neither the Corporation nor the Rights Agent shall have any liability to any
holder of a Right or a beneficial interest in a Right or other Person as a
result of its inability to perform any of its obligations under this Agreement
by reason of any preliminary or permanent injunction or other order, decree,
judgment or ruling (whether interlocutory or final) issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; PROVIDED, HOWEVER, the Corporation must use its
best efforts to have any such order, decree, judgment or ruling lifted or
otherwise overturned as soon as possible.

     Section 17.    RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER.  No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Shares or any
other securities of the Corporation 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 shareholder of the Corporation or
any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or other distributions or to exercise any preemptive 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.

     Section 18.    CONCERNING THE RIGHTS AGENT.  The Corporation 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, preparation, delivery, amendment and execution of this Agreement
and the exercise and performance of its duties hereunder. The Corporation also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any
loss, liability,


                                         -25-


damage, judgment, fine, penalty, claim, demand, settlement, cost or expense,
incurred without gross negligence, bad faith or willful misconduct on the part
of the Rights Agent, for any action taken, suffered, or omitted by the Rights
Agent in connection with the acceptance and administration of this Agreement,
including (without limitation) the costs and expenses of defending against any
claim of liability in the premises.  The indemnity provided for herein shall
survive the expiration of the Rights and the termination of this Agreement.

     The Rights Agent shall be authorized and protected and shall incur no
liability for, or in respect of, any action taken, suffered or omitted by it in
connection with, the acceptance and administration of this Agreement in reliance
upon any Right Certificate or certificate for Common Shares or for other
securities of the Corporation, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons.

     Anything in this Agreement to the contrary notwithstanding, in no event
shall the Rights Agent be liable for special, indirect, incidental, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood of
such loss or damage and regardless of the form of action.

     Section 19.       MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT.  Any Person into which the Rights Agent or any successor Rights Agent may
be merged or with which it may be consolidated, or any Person resulting from any
merger or consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any Person succeeding to the shareholder service 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 a 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 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 


                                         -26-


name; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.

     Section 20.       Duties of Rights Agent.  The Rights Agent undertakes only
those duties and obligations expressly imposed by this Agreement upon the
following terms and conditions, by all of which the Corporation and the holders
of Right Certificates, by their acceptance thereof, shall be bound:

          (a)  The Rights Agent may consult with legal counsel (who may be legal
counsel for the Corporation), and the advice or opinion of such counsel shall be
full and complete authorization and protection to the Rights Agent and the
Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted by it in good faith and in accordance with such advice or
opinion.

          (b)  Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of an Acquiring Person and the
determination of the current market price of any Security) be proved or
established by the Corporation prior to taking, suffering or omitting to take
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 Chairman of the
Board, the Chief Executive Officer, the President, Chief Financial Officer, any
Vice President, the Treasurer or the Secretary of the Corporation and delivered
to the Rights Agent; and such certificate shall be full authorization and
protection to the Rights Agent and the Rights Agent shall incur no liability for
or in respect of any action taken, suffered or omitted in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder only for its own gross
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 its countersignature on such Right Certificates) or be
required to verify the same, but all such statements and recitals are and shall
be deemed to have been made by the Corporation only.

          (e)  The Rights Agent shall not be under any liability or
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the
Corporation of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor shall it be responsible for any change in the
exercisability of the Rights (including the Rights becoming null and void
pursuant to Section 7(e) hereof) or any adjustment required under the provisions
of Section 11 or Section 13 hereof or responsible for the manner,


                                         -27-


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 receipt of the
certificate described in Section 12 hereof); nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or
reservation of any Preferred Shares or Common Shares to be issued pursuant to
this Agreement or any Right Certificate or as to whether any Preferred Shares or
Common Shares will, when issued, be validly authorized and issued, fully paid
and non-assessable.

          (f)  The Corporation agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be
required by the Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the Chief Executive Officer, the President,
any Vice President, the Treasurer or the Secretary of the Corporation, and to
apply to such officers for advice or instructions in connection with its duties,
and shall not be liable for any action taken, suffered or omitted by it in good
faith or lack of action in accordance with instructions of any such officer or
for any delay in acting while waiting for those instructions.  Any application
by the Rights Agent for written instructions from the Corporation may, at the
option of the Rights Agent, set forth in writing any action proposed to be
taken, suffered or omitted by the Rights Agent under this Rights Plan 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
suffered 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 five Business Days after the date
any officer of the Corporation 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 written instruction in response to such
application specifying the action to be taken, suffered or omitted.

          (h)  The Rights Agent and any shareholder, director, affiliate,
officer or employee of the Rights Agent may buy, sell or deal in any of the
Rights or other securities of the Corporation or become pecuniarily interested
in any transaction in which the Corporation may be interested, or contract with
or lend money to the Corporation 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 Corporation or for
any other Person.

          (i)  The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Corporation or any other


                                         -28-


person resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct in the selection and continued
employment thereof.

          (j)  No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
there shall be reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not reasonably
assured to it.

          (k)  If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of
assignment or form of election to purchase, as the case may be, has not been
completed, the Rights Agent shall not take any further action with respect to
such requested exercise of transfer without first consulting with the
Corporation.

     Section 21.       CHANGE OF RIGHTS AGENT.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) days' notice in writing mailed to the Corporation and
to each transfer agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail.  The Corporation may remove the Rights Agent or any successor Rights Agent
upon sixty (60) days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common
Shares or Preferred Shares by registered or certified mail, and to 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 Corporation shall
appoint a successor to the Rights Agent.  If the Corporation shall fail to make
such appointment within a period of sixty (60) 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 his Right Certificate for
inspection by the Corporation), 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
Corporation or by such a court, shall be a Person organized and doing business
under the laws of the United States or of the State of New York or Delaware,
which is authorized under such laws to exercise shareholder services 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 $50,000,000.00 or any affiliate thereof.  After appointment,
the successor Rights Agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose.  Not later than the effective date of any such appointment the
Corporation shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares or


                                         -29-


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
Corporation 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 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 Final Expiration
Date, the Corporation (a) shall with respect to Common Shares so issued or sold
pursuant to the exercise of stock options or under any employee plan or
arrangement, or upon the exercise, conversion or exchange of securities, notes
or debentures issued by the Corporation, and (b) may, in any other case, if
deemed necessary, or appropriate by the Board of Directors of the Corporation,
issue Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale; PROVIDED, HOWEVER, that (i) the
Corporation shall not be obligated to issue any such Right Certificates if, and
to the extent that, the Corporation shall be advised by counsel that such
issuance would create a significant risk of material adverse tax consequences to
the Corporation or the Person to whom such Right Certificate would be issued,
and (ii) no Right Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.

     Section 23.       REDEMPTION AND TERMINATION.

          (a)  (i) The Board of Directors of the Corporation may, at its option,
redeem all but not less than all the then outstanding Rights at a redemption
price of $0.01 per Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date hereof (such redemption price being hereinafter referred to as the
"REDEMPTION PRICE"), at any time prior to the earlier of (x) the occurrence of a
Section 11(a)(ii) Event, or (y) the Final Expiration Date.  The Corporation may,
at its option, pay the Redemption Price either in Common Shares (based on the
"current per share market price," as defined in Section 11(d) hereof, of the
Common Share at the time of redemption) or cash; provided that if the
Corporation elects to pay the Redemption Price in Common Shares, the Corporation
shall not be required to issue any fractional Common Shares and the number of
Common Shares issuable to each holder of Rights shall be rounded down to the
next whole share.

          (ii)    In addition, the Board of Directors of the Corporation may, at
its option, at any time following the occurrence of a Section 11(a)(ii) Event
and the expiration of any period


                                         -30-


during which the holder of Rights may exercise the rights under Section
11(a)(ii) but prior to any Section 13 Event redeem all but not less than all of
the then outstanding Rights at the Redemption Price (x) in connection with any
merger, consolidation or sale or other transfer (in one transaction or in a
series of related transactions) of assets or earning power aggregating 50% or
more of the earning power of the Corporation and its subsidiaries (taken as a
whole) in which all holders of Common Shares are treated alike and not involving
(other than as a holder of Common Shares being treated like all other such
holders) an Interested Shareholder or (y)(aa) if and for so long as the
Acquiring Person is not thereafter the Beneficial Owner of 50% of the Common
Shares, and (bb) at the time of redemption no other Persons are Acquiring
Persons.

          (b)  In the case of a redemption permitted under Section 23(a)(i),
immediately upon the date for redemption set forth (or determined in the manner
specified in) in a resolution of the Board of Directors of the Corporation
ordering the redemption of the Rights, evidence of which shall have been filed
with the Rights Agent, and without any further action and without any notice,
the right to exercise the Rights will terminate and the only right thereafter of
the holders of Rights shall be to receive the Redemption Price for each Right so
held.  In the case of a redemption permitted only under Section 23(a)(ii),
evidence of which shall have been filed with the Rights Agent, the right to
exercise the Rights will terminate and represent only the right to receive the
Redemption Price upon the later of ten (10) Business Days following the giving
of such notice or the expiration of any period during which the rights under
Section 11(a)(ii) may be exercised.  The Corporation shall promptly give public
notice of any such redemption; PROVIDED, HOWEVER, that the failure to give, or
any defect in, any such notice shall not affect the validity of such redemption.
Within ten (10) days after such date for redemption set forth in a resolution of
the Board of Directors ordering the redemption of the Rights, the Corporation
shall mail a notice of redemption to the Rights Agent and to all the holders of
the then outstanding Rights at their last addresses 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 the notice.  Each such notice of redemption will state the
method by which the payment of the Redemption Price will be made.  Neither the
Corporation 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 and other than in connection with the
purchase of Common Shares prior to the Distribution Date.

          (c)  The Corporation may, at its option, discharge all of its
obligations with respect to the Rights by (i) issuing a press release announcing
the manner of redemption of the Rights in accordance with this Agreement and
(ii) mailing payment of the Redemption Price to the registered holders of the
Rights at their last addresses as they appear on the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
Transfer Agent of the Common Shares, and upon such action, all outstanding
Rights and Right Certificates shall be null and void without any further action
by the Corporation.


                                         -31-


     Section 24.       EXCHANGE.

          (a)  The Board of Directors of the Corporation may, at its option, at
any time after any Person becomes an Acquiring Person, exchange all or part of
the then outstanding and exercisable Rights (which shall not include Rights that
have become null and void pursuant to the provisions of Section 11(a)(ii)
hereof) for Common Shares of the Corporation having a value per Right equal to
the difference between the value of the Common Shares receivable upon exercise
of the Right and the Purchase Price (such consideration being hereinafter
referred to as the "EXCHANGE CONSIDERATION").  Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect such exchange at any
time after any Person (other than the Corporation, any Subsidiary of the
Corporation, any employee benefit plan of the Corporation, or any such
Subsidiary, any entity holding Common Shares for or pursuant to the terms of any
such a plan), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common Shares then
outstanding.

          (b)  Immediately upon the action of the Board of Directors of the
Corporation ordering the exchange of any Rights pursuant to Section 24(a) and
without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of the holders of such
Rights shall be to receive the Exchange Consideration in exchange for each such
Right by such holder. The Corporation shall promptly give public notice of any
such exchange with prompt notice thereof to the Rights Agent; PROVIDED, HOWEVER,
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange.  The Corporation shall promptly mail a notice of any
such exchange to all of the holders of such Rights at their last addresses as
they appear upon the registry books of the Rights Agent.  Any notice which is
mailed in the manner herein provided shall be deemed given, whether or not the
holder receives the notice.  Each such notice of exchange will state the method
by which the exchange of 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 null and 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 Corporation, at
its option, may substitute Preferred Shares (or equivalent preferred shares, as
such term is defined in Section 11(b) hereof) for some or all of the Common
Shares exchangeable for Rights, at the initial rate of 1/100th of a Preferred
Share (or equivalent preferred shares) 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 or
Preferred Shares issued but not outstanding or authorized but unissued to permit
any exchange of Rights as contemplated in accordance with this Section 24, the
Corporation shall take all such action as


                                         -32-


may be necessary to authorize additional Common Shares or Preferred Shares for
issuance upon exchange of the Rights.

     Section 25.       NOTICE OF CERTAIN EVENTS. 

          (a)  In case the Corporation shall propose (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 regularly 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 any other Person (other than a 
Subsidiary of the Corporation in a transaction which does not violate Section 
11(n) hereof), or to effect any sale or other transfer (or to permit one or 
more of its Subsidiaries to effect any sale or other transfer) in one or more 
transactions, of 50% or more of the assets or earning power of the 
Corporation and its Subsidiaries (taken as a whole) to any other Person or 
Persons (other than the Corporation and/or any of its Subsidiaries in one or 
more transactions each of which does not violate Section 11(n) hereof), or 
(v) to effect the liquidation, dissolution or winding up of the Corporation, 
then, in each such case, the Corporation shall give to the Rights Agent and 
to each holder of a Right Certificate, in accordance with Section 26 hereof, 
a notice of such proposed action and file a certificate with the Rights Agent 
to that effect, 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 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 twenty (20) 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 twenty (20) days prior to 
the date of the taking of such proposed action or the date of participation 
therein by the holders of the Preferred Shares, whichever shall be the 
earlier.

          (b)  In case of a Section 11(a)(ii) Event, then (i) the Corporation
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, and (ii) all
references in the preceding paragraph (a) to Preferred Shares shall be deemed
thereafter to refer also to Common Shares and/or, if appropriate, other
securities of the Corporation.

     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 Corporation 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:



                                         -33-


               Applied Microsystems Corporation
               5020 148th Avenue, N.E.
               Redmond, Washington 98052
               Attention: A. James Beach
                         Vice President, Secretary, Treasurer and Chief
                         Financial Officer

     Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Corporation or by the
holder of any Right Certificate to or on the Rights Agent shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Corporation) as follows:

               ChaseMellon Shareholder Services, L.L.C.
               85 Challenger Road
               Ridgefield Park, New Jersey 07660-2108
               Attention: General Counsel

     Notices or demands authorized by this Agreement to be given or made by the
Corporation of the Rights Agent to the holder of any Right Certificate or, if
prior to the Distribution Date, to the holder of certificates representing
Common Shares 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 Corporation.
     
     Section 27.       SUPPLEMENTS AND AMENDMENTS.  Prior to the Distribution
Date, the Corporation and the Rights Agent shall, if the Corporation so directs,
supplement or amend any provision of this Agreement without the approval of any
holders of certificates representing Common Shares.  From and after the
Distribution Date, the Corporation and the Rights Agent shall, if the
Corporation so directs, supplement or amend this Agreement without the approval
of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder or (iv) to change or supplement the provisions hereunder
in any manner which the Corporation may deem necessary or desirable and which
shall not adversely affect the interests of the holders of Right Certificates
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person); PROVIDED, HOWEVER, that this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable, or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights.  Upon the delivery of a certificate from an
appropriate officer of the Corporation which states that the proposed supplement
or amendment is in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment, provided that such supplement
or amendment does not adversely affect, change or increase the rights, duties,
or obligations of the Rights Agent under this Agreement.  Prior to the
Distribution Date, the


                                         -34-


interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Shares.  Notwithstanding anything contained in this
Rights Plan to the contrary, in the event that a majority of the Board of
Directors of the Corporation is comprised of (i) persons elected at a meeting of
or by written consent of shareholders and who were not nominated by the Board of
Directors in office immediately prior to such meeting or action by written
consent and/or (ii) successors of such persons elected to the Board of Directors
for the purpose of either facilitating a Transaction with a Transaction Person
or circumventing directly or indirectly the provisions of this Section 27, then
for a period of 180 days following the effectiveness of such action, this Rights
Plan shall not be amended or supplemented in any manner reasonably likely to
have the purpose or effect of facilitating a Transaction with a Transaction
Person.

     Section 28.       DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.
The Board of Directors of the Corporation shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board, or the Corporation, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including, without limitation, a
determination to redeem or not redeem the Rights or to amend the Agreement and
whether any proposed amendment adversely affects the interests of the holders of
Right Certificates).  For all purposes of this Agreement, any calculation of the
number of Common Shares or other securities outstanding at any particular time,
including for purposes of determining the particular percentage of such
outstanding Common Shares or any other securities of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in
effect on the date of this Agreement.  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Corporation,
the Rights Agent, the holders of the Right Certificates and all other parties,
and (y) not subject the Board to any liability to the holders of the Right
Certificates.  The Rights Agent is entitled to always assume the Corporation's
Board of Directors acted in good faith and shall be fully protected and incur no
liability in reliance thereon.

     Section 29.       SUCCESSORS.  All the covenants and provisions of this
Agreement by or for the benefit of the Corporation or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

     Section 30.       BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement
shall be construed to give to any Person or corporation other than the
Corporation, 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


                                         -35-


the sole and exclusive benefit of the Corporation, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).

     Section 31.       SEVERABILITY.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.

     Section 32.       GOVERNING LAW.  This Agreement, each Right 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; provided, however, that all
provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts to be made and performed entirely within such
State.

     Section 33.      COUNTERPARTS.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

     Section 34.       DESCRIPTIVE HEADINGS.  Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

                               [SIGNATURE PAGE FOLLOWS]



                                         -36-


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the date and year first above written.


                                        APPLIED MICROSYSTEMS CORPORATION

                                        By:
                                           -------------------------------------
                                                  A. James Beach
                                        Its:  Vice President, Secretary,
                                        Treasurer and Chief Financial Officer

                                        CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                                        By:
                                           -------------------------------------

                                        Its:
                                            ------------------------------------




                                         -37-


                                  TABLE OF CONTENTS



                                                                            PAGE

                                                                      
     Section 1.     Certain Definitions. . . . . . . . . . . . . . . . . . . . 1

     Section 2.     Appointment of Rights Agent. . . . . . . . . . . . . . . . 5

     Section 3.     Issuance of Right Certificates . . . . . . . . . . . . . . 5

     Section 4.     Form of Right Certificate. . . . . . . . . . . . . . . . . 7

     Section 5.     Countersignature and Registration. . . . . . . . . . . . . 8

     Section 6.     Transfer, Split-Up, Combination and Exchange of Right
                    Certificates; Mutilated, Destroyed, Lost or Stolen Right
                    Certificate. . . . . . . . . . . . . . . . . . . . . . . . 8

     Section 7.     Exercise of Rights; Purchase Price; Expiration Date of
                    Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 9

     Section 8.     Cancellation and Destruction of Right Certificates . . . .11

     Section 9.     Reservation and Availability of Preferred Shares . . . . .12

     Section 10.    Preferred Shares Record Date . . . . . . . . . . . . . . .13

     Section 11.    Adjustment of Purchase Price, Number and Kind of Shares
                    or Number of Rights. . . . . . . . . . . . . . . . . . . .13

     Section 12.    Certificate of Adjusted Purchase Price or Number of
                    Shares . . . . . . . . . . . . . . . . . . . . . . . . . .20

     Section 13.    Consolidation, Merger or Sale or Transfer of Assets or
                    Earning Power. . . . . . . . . . . . . . . . . . . . . . .20

     Section 14.    Fractional Rights and Fractional Shares. . . . . . . . . .23

     Section 15.    Rights of Action . . . . . . . . . . . . . . . . . . . . .24

     Section 16.    Agreement of Right Holders . . . . . . . . . . . . . . . .24

     Section 17.    Right Certificate Holder Not Deemed a Shareholder. . . . .25

     Section 18.    Concerning the Rights Agent. . . . . . . . . . . . . . . .25

     Section 19.    Merger or Consolidation or Change of Name of Rights
                    Agent. . . . . . . . . . . . . . . . . . . . . . . . . . .26

     Section 20.    Duties of Rights Agent . . . . . . . . . . . . . . . . . .27

     Section 21.    Change of Rights Agent . . . . . . . . . . . . . . . . . .29

     Section 22.    Issuance of New Right Certificates . . . . . . . . . . . .30

     Section 23.    Redemption and Termination . . . . . . . . . . . . . . . .30

     Section 24.    Exchange . . . . . . . . . . . . . . . . . . . . . . . . .32

     Section 25.    Notice of Certain Events . . . . . . . . . . . . . . . . .33

     Section 26.    Notices. . . . . . . . . . . . . . . . . . . . . . . . . .33



                                          i


                                  TABLE OF CONTENTS
                                     (CONTINUED)



                                                                            PAGE

                                                                      
     Section 27.    Supplements and Amendments . . . . . . . . . . . . . . . .34

     Section 28.    Determination and Actions by the Board of
                    Directors, etc . . . . . . . . . . . . . . . . . . . . . .35

     Section 29.    Successors . . . . . . . . . . . . . . . . . . . . . . . .35

     Section 30.    Benefits of this Agreement . . . . . . . . . . . . . . . .35

     Section 31.    Severability . . . . . . . . . . . . . . . . . . . . . . .36

     Section 32.    Governing Law. . . . . . . . . . . . . . . . . . . . . . .36

     Section 33.    Counterparts . . . . . . . . . . . . . . . . . . . . . . .36

     Section 34.    Descriptive Headings . . . . . . . . . . . . . . . . . . .36






                                          ii


                                      EXHIBIT A

                              CERTIFICATE OF DESIGNATION

                                          OF

                  RIGHTS AND PREFERENCES OF SERIES A PREFERRED STOCK

                                          OF

                           APPLIED MICROSYSTEMS CORPORATION



     In accordance with the provisions of RCW 23B.06.020, the undersigned, A.
James Beach, Secretary of Applied Microsystems Corporation, a Washington
corporation (the "Company"), DOES HEREBY CERTIFY that pursuant to the authority
vested in the Board of Directors by the Articles of Incorporation of the
Company, the following resolution creating a series of preferred stock,
designated as Series A Preferred Stock, was duly adopted on December 10, 1998:

1.   DESIGNATION AND NUMBER OF SHARES.

     WHEREAS, the Company's Articles of Incorporation, as amended (the
"Articles"), vests in the Company's Board of Directors (the "Board) the
authority, subject to the limitation and procedures prescribed by law, to divide
any part or all of the Company's authorized but unissued preferred stock into
any number of series and to fix and determine relative rights and preferences of
the shares of any series thus established; and
     
     WHEREAS, the Board deems it advisable and in the best interests of the
Company to authorize a new series of preferred stock.
     
     NOW, THEREFORE, IT IS HEREBY RESOLVED, that a series of preferred stock
consisting of One Million (1,000,000) shares and designated as Series A
Preferred Stock is hereby created having the voting powers, rights, preferences,
privileges and restrictions as follows:
     
          SECTION 1.     DESIGNATION AND AMOUNT. The shares of such series shall
be designated as "SERIES A PREFERRED STOCK." The Series A Preferred Stock shall
have a par value of $0.01 per share, and the number of shares constituting such
series shall be 1,000,000.

          SECTION 2.     PROPORTIONAL ADJUSTMENT.  In the event the Corporation
shall at any time after the issuance of any share or shares of Series A
Preferred Stock (i) declare any dividend on Common Stock of the Corporation
("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Corporation shall
simultaneously effect a proportional adjustment to the number of outstanding
shares of Series A Preferred Stock, if any.


                                          1


          SECTION  3.    DIVIDENDS AND DISTRIBUTIONS.

          (a)  Subject to the prior and superior right of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive when, as and if declared
by the Board of Directors out of funds legally available for that purpose,
quarterly dividends payable in cash on the last day of January, April, July and
October 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 A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to 100 times
the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other (except as provided in Section 2 hereof) than a dividend
payable in shares of Common Stock 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 A Preferred Stock.

          (b)  The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (a) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable solely in shares of Common Stock).

          (c)  Dividends shall begin to accrue on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Series A Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A 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 from such Quarterly Dividend Payment Date. 
Accrued but unpaid dividends shall not bear interest.  Dividends paid on the
shares of Series A 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 A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

          SECTION 4.     VOTING RIGHTS.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

          (a)  Each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the shareholders of
the Corporation.

          (b)  Except as otherwise provided herein or by law, the holders of
shares of


                                          2


Series A Preferred Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of shareholders of the
Corporation.

          (c)  Except as required by law, holders of Series A 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 5.     CERTAIN RESTRICTIONS.

          (a)  The Corporation shall not declare any dividend on, make any
distribution on, or redeem or purchase or otherwise acquire for consideration
any shares of Common Stock after the first issuance of a share or fraction of a
share of Series A Preferred Stock unless concurrently therewith it shall declare
a dividend on the Series A Preferred Stock as required by Section 3 hereof.

          (b)  Whenever quarterly dividends or other dividends or distributions
payable on the Series A 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 A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

                    (i)    declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock;

                    (ii)   declare or pay dividends on, 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 Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;

                    (iii)  redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
rights upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred Stock; and

                    (iv)   purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.


                                          3


          (c)  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 5, purchase or otherwise acquire such shares at such time and in
such manner.

          SECTION 6.     REACQUIRED SHARES.  Any shares of Series A 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 to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein and, in the Restated Certificate of Incorporation, as then amended.

          SECTION 7.     LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Series A Preferred Stock shall be entitled to receive an aggregate amount per
share equal to 100 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 on such shares of Series A Preferred Stock. 

          SECTION 8.     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 the shares
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share equal to 100 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.

          SECTION 9.     NO REDEMPTION.  The shares of Series A Preferred Stock
shall not be redeemable.

          SECTION 10.    RANKING.  The Series A Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise or as otherwise may be required by
applicable law.

          SECTION 11.    AMENDMENT.  The Restated Articles of Incorporation of
the Corporation shall not be further amended in any manner which would
materially alter or change the powers, preference or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of a majority of the outstanding shares of Series A
Preferred Stock, voting separately as a class.

          SECTION 12.    FRACTIONAL SHARES.  Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

          SECTION 13.    GENERAL PROVISION.  The headings of paragraphs,
subparagraphs,


                                          4


clauses and subclauses hereof are for the convenience of reference only and
shall not define, limit or affect any of the provisions hereof.

                            Signature Page Follows

                                          5





     IN WITNESS WHEREOF, Applied Microsystems Corporation has caused this
Certificate of Designation to be duly executed and attested by its Secretary
this _____ day of ______________, 1998.



- -----------------------------------------------
Name:  A. James Beach
Title: Vice President, Secretary, Treasurer
       and Chief Financial Officer



                                          6


                                      EXHIBIT B

                              FORM OF RIGHTS CERTIFICATE


Certificate No. R-                                              _________ Rights


     NOT EXERCISABLE AFTER THE EARLIER OF (i) December 10, 2008, (ii) THE DATE 
     TERMINATED BY THE COMPANY OR (iii) THE DATE THE COMPANY REDEEMS OR
     EXCHANGES THE RIGHTS PURSUANT TO THE RIGHTS AGREEMENT.  THE RIGHTS ARE
     SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON
     THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES,
     RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR
     ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
     AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND
     VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
     BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN
     AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
     THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
     REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
     IN SECTION 7(E) OF SUCH RIGHTS AGREEMENT.]*


                                  RIGHTS CERTIFICATE

                           APPLIED MICROSYSTEMS CORPORATION


          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 Shareholder Rights Plan dated as of December 10, 1998 (the
"Rights Plan"), between Applied Microsystems Corporation, a Washington
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New
Jersey limited liability company ( the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 P.M., New York time, on December 21, 2008 at
the office of the Rights Agent designated for such purpose, or at the office of
its successor as Rights Agent, one one-hundredth (1/100) of


- -----------------------
*  The portion of the legend in bracket shall be inserted only if applicable
and shall replace the preceding sentence.



a fully paid non-assessable share of Series A Preferred Stock, $0.01 par value
(the "Preferred Shares"), of the Company, at an Exercise Price of $30.00 per
one-hundredth of a Preferred Share (the "Exercise Price"), upon presentation and
surrender of this Rights Certificate with the Form of Election to Purchase and
related Certificate duly executed.  The number of Rights evidenced by this
Rights Certificate (and the number of one-hundredths of a Preferred Share which
may be purchased upon exercise hereof) set forth above are the number and
Exercise Price as of December 21, 1998, based on the Preferred Shares as
constituted at such date.  As provided in the Rights Agreement, the Exercise
Price and the number and kind of Preferred Shares or other securities which may
be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of
certain events.

          This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement. 
Copies of the Rights Agreement are on file at the principal executive offices of
the Company and the above-mentioned office of the Rights Agent.

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Rights Certificate (i) may be redeemed under certain
circumstances by the Company, at its option, at a redemption price of $0.01 per
Right or (ii) may be exchanged by the Company in whole or in part for Common
Shares, substantially equivalent rights or other consideration as determined by
the Company.
          
          This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing Rights entitling the holder to purchase a like
aggregate amount of securities as the Rights evidenced by the Rights Certificate
or Rights Certificates surrendered shall have entitled such holder to purchase. 
If this Rights Certificate shall be exercised in part, the holder shall be
entitled to receive upon surrender hereof another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.
          
          No fractional portion of less than one one-hundredth of a Preferred
Share will be issued upon the exercise of any Right or Rights evidenced hereby
but in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.
          
          No holder of this Rights Certificate, as such, 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


                                          2


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
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Rights Certificate shall have been
exercised as provided in the Rights Agreement.

     This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

          WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.  Dated as of  _______________, _______.


ATTEST:                                 APPLIED MICROSYSTEMS CORPORATION


- -----------------------------------     -----------------------------------
By:                                     By:
Its:                                    Its:


Countersigned:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
as Rights Agent


- -----------------------------------
By:
Its:


                                          3


                      FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE

                                  FORM OF ASSIGNMENT

                   (To be executed by the registered holder if such
                  holder desires to transfer the Rights Certificate)


          FOR VALUE RECEIVED ________________________ hereby sells, assigns and
transfers unto
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint __________________________
Attorney, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.


Dated:                ,
       ---------------  -------


                                             -----------------------------------
                                             Signature


Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution (a
bank, stockbroker, savings and loan association or credit union with membership
in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
of the Securities Exchange Act of 1934.



                                          4


                                     CERTIFICATE


     The undersigned hereby certifies by checking the appropriate boxes that:

          (1)  this Rights Certificate [ ] is [ ] is not being sold, assigned
and transferred by or on behalf of a Person who is or was an Acquiring Person,
or an Affiliate or Associate of any such Person (as such terms are defined in
the Rights Agreement);

          (2)  after due inquiry and to the best knowledge of the undersigned,
it [ ] did [  ] did not acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of any such Person.


Dated:                ,
       ---------------  ---------



                                             -----------------------------------
                                             Signature


Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution (a
bank, stockbroker, savings and loan association or credit union with membership
in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
of the Securities Exchange Act of 1934.



                                          5


               FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- CONTINUED

                             FORM OF ELECTION TO PURCHASE

                         (To be executed if holder desires to
                           exercise the Rights Certificate)

To:
      ---------------------------

          The undersigned hereby irrevocably elects to exercise
_________________________ Rights represented by this Rights Certificate to
purchase the number of one-hundredth of a Preferred Share issuable upon the
exercise of such Rights and requests that certificates for such number of
one-hundredth of a Preferred Share issued in the name of:

Please insert social security
or other identifying number


- --------------------------------------------------------------------------------
                           (Please print name and address)

- --------------------------------------------------------------------------------

If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number


- --------------------------------------------------------------------------------
                           (Please print name and address)

- --------------------------------------------------------------------------------

Dated:                     ,
       -------------------   ---------



                                             -----------------------------------
                                             Signature

Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution (a
bank, stockbroker, savings and loan association or credit union with membership
in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
of the Securities Exchange Act of 1934.



                                          6


                                     CERTIFICATE


     The undersigned hereby certifies by checking the appropriate boxes that:

     (1)  the Rights evidenced by this Rights Certificate [ ] are [ ] are not
being exercised by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Person (as such terms are defined in the
Rights Agreement);

     (2)  after due inquiry and to the best knowledge of the undersigned, it [ ]
did [ ] did not acquire the Rights evidenced by this Rights Certificate from any
Person who is, was or subsequently became an Acquiring Person or an Affiliate or
Associate of any such Person.

Dated:                ,
       ---------------  -------



                                             -----------------------------------
                                             Signature


Signature Guaranteed:

          Signatures must be guaranteed by an eligible guarantor institution (a
bank, stockbroker, savings and loan association or credit union with membership
in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
of the Securities Exchange Act of 1934.



                                          7


               FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE -- CONTINUED


                                        NOTICE


          The signature in the foregoing Forms of Assignment and Election must
conform to the name as written upon the face of this Rights Certificate in every
particular, without alteration or enlargement or any change whatsoever.





                                          8


                                      EXHIBIT C

                               SHAREHOLDER RIGHTS PLAN

                           APPLIED MICROSYSTEMS CORPORATION


                                  SUMMARY OF RIGHTS

The summary below sets forth certain principal terms of the preferred share
purchase rights only and is qualified in its entirety by reference to the
detailed terms of the Shareholder Rights Plan dated December 10, 1998, between
the Company and ChaseMellon Shareholder Services, L.L.C.  The Shareholder Rights
Plan was filed as an exhibit to the Company's Registration Statement on Form
8-A12B filed with the Securities and Exchange Commission on December 10, 1998. 
The Securities and Exchange Commission maintains an Internet web site at
HTTP://WWW.SEC.GOV where the text of the Shareholder Rights Plan may be viewed
and/or downloaded.

DISTRIBUTION DATE

Prior to the Distribution Date referred to below, the Rights are evidenced by
and trade with the Common Stock certificates only.  After the Distribution Date,
the Company will mail Rights certificates to the Company's shareholders and the
Rights will become transferable apart from the Common Stock.  The Rights will
separate from the Common Stock and become exercisable following (a) the first
date of public announcement that an Acquiring Person has become such ("Shares
Acquisition Date") or (b) the tenth day (or such later date as may be determined
by the Board of Directors) after a person or group announces a tender or
exchange offer, the consummation of which would result in ownership by a person
or group of 15% or more of the Company's outstanding Common Stock.

PREFERRED STOCK PURCHASABLE UPON EXERCISE OF RIGHTS

After the Distribution Date, each Right will entitle the holder to purchase for
$30.00 (the "Exercise Price"), a fraction of a share of the Company's Series A
Preferred Stock with economic terms similar to that of one share of the
Company's Common Stock.

FLIP-IN EVENTS

If an acquiror obtains 15% or more of the Company's Common Stock (an "Acquiring
Person"), then each Right (other than Rights owned by an Acquiring Person or its
affiliates) will entitle the holder thereof to purchase, for the Exercise Price,
a number of shares of the Company's Common Stock having a then current market
value of twice the Exercise Price.



FLIP-OVER EVENTS

If, after an Acquiring Person obtains 15% or more of the Company's Common Stock,
(a) the Company merges into another entity, (b) an acquiring entity merges into
the Company or (c) the Company sells more than 50% or more of the Company's
assets or earning power, then each Right (other than Rights owned by an
Acquiring Person or its affiliates or associates) will entitle the holder
thereof to purchase, for the Exercise Price, a number of shares of Common Stock
of the Person engaging in the transaction having a then current market value of
twice the Exercise Price.

EXCHANGE PROVISION

At any time after the date an Acquiring Person obtains 15% or  more of the
Company's Common Stock and prior to the acquisition by the Acquiring Person of
50% of the outstanding Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person or its
affiliates), in whole or in part, for shares of Common Stock of the Company
having a value per Right equal to the difference between the value of the Common
Shares receivable upon exercise of the Right and the Purchase Price paid upon
exercise of the Right (subject to adjustment).

REDEMPTION OF THE RIGHTS

Rights will be redeemable at the Company's option for $0.01 per Right at any
time on or prior to the earlier to occur of (i) the Shares Acquisition Date, and
(ii) the final expiration of the Rights.

EXPIRATION OF THE RIGHTS

The Rights expire on the earliest of (a) December 21, 2008, (b) exchange or
redemption of the Rights as described above, or (c) consummation of a merger or
consolidation resulting in expiration of the Rights as described above.

AMENDMENT OF TERMS OF RIGHTS

The terms of the Rights and the Rights Agreement may be amended in any respect
without the consent of the Rights holders on or prior to Distribution Date;
thereafter, the terms of the Rights and the Rights Agreement may be amended
without the consent of the Rights holders in order to cure any ambiguities or to
make changes which do not adversely affect the interests of Rights holders
(other than the Acquiring Person).

VOTING RIGHTS

Rights will not have any voting rights.

ANTI-DILUTION PROVISIONS

Rights will have the benefit of certain customary anti-dilution provisions.


                                          2


TAXES

The Rights distribution should not be taxable for federal income tax purposes. 
However, following an event which renders the Rights exercisable or upon
redemption of the Rights, shareholders may recognize taxable income.


                                          3