8-A12G/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 8-A/A

                                 AMENDMENT NO. 1

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                               NOVOSTE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                Florida                               59-2787476
        (State of incorporation                    (I.R.S. Employer
           or organization)                       Identification No.)

       3890 Steve Reynolds Blvd.
           Norcross, Georgia
    (Address of principal executive                     30093
               offices)                               (Zip Code)

If this Form relates to the                 If this Form relates to the
registration of a class of debt             registration of a class of debt
securities and is effective upon            securities and is to become
filing pursuant to General                  effective simultaneously with the
Instruction A(c)(1) please check the        effectiveness of a concurrent
following box. |_|                          registration under the Securities
                                            Act of 1933 pursuant to General
                                            Instruction A(c)(2) please check the
                                            following box. |_|

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

          Title of Each Class               Name of Each Exchange on which
          to be so Registered               Each Class is to be Registered
          -------------------               ------------------------------

                                 NOT APPLICABLE


                               Page 1 of 3 Pages


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

                         PREFERRED SHARE PURCHASE RIGHTS
                                (Title of Class)

Item 1. Description of Registrant's Securities to be Registered.

            On July 29, 1999, the Board of Directors of Novoste Corporation (the
"Registrant") approved certain amendments to the Rights Agreement, dated as of
October 25, 1996 (the "Rights Agreement"), between the Registrant and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). The
Registrant's Preferred Share Purchase Rights (the "Rights") were previously
registered on a Form 8-A Registration Statement (File No. 000-20727) (the "Form
8-A Registration Statement") filed with the Securities and Exchange Commission
via EDGAR on November 5, 1996. The description of the Rights set forth in the
Form 8-A Registration Statement is incorporated herein by reference.

            The form of Amended and Restated Rights Agreement, dated as of July
29, 1999, between the Registrant and the Rights Agent, which specifies the terms
of the Rights, is attached hereto as Exhibit 3.2(a) and is incorporated herein
by reference.

Item 2. Exhibits.

      3.2(a)     Copy of First Amendment to Amended and Restated Articles of
                 Incorporation of Novoste Corporation filed with the Department
                 of State of the State of Florida on November 1, 1996. #

      4.17(a)    Form of Amended and Restated Rights Agreement, dated as of July
                 29, 1999, between Novoste Corporation and American Stock
                 Transfer & Trust Company, which includes as Exhibit B thereto
                 the Form of Right Certificate. Pursuant to the Amended and
                 Restated Rights Agreement, the Right Certificates will not be
                 mailed until after the earlier of (i) the first date of a
                 public announcement that a person or group of affiliated or
                 associated persons has acquired, or obtained the right to
                 acquire, beneficial ownership of 15% or more (or with respect
                 to a certain group of shareholders, 20% or more) of the
                 outstanding shares of Common Shares, or (ii) 10 business days
                 following the commencement of, or announcement of an intention
                 to commence, a tender or exchange offer the consummation of
                 which would result in a person or group beneficially owning 15%
                 or more (or with respect to a certain group of shareholders,
                 20% or more) of such outstanding shares of Common Shares.

      4.17(b)    Summary of Rights to Purchase Preferred Shares of Novoste
                 Corporation.

- ----------
      #     Filed as same numbered Exhibit to the Registrant's Registration
            Statement on Form 8-A filed on November 5, 1996.


                               Page 2 of 3 Pages


                                    SIGNATURE

      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, thereunto duly authorized.


                                        NOVOSTE CORPORATION
                                           (Registrant)


Dated: July 29, 1999                    By: /s/ William A. Hawkins III
                                           -----------------------------------
                                           William A. Hawkins III
                                           President and Chief Executive Officer


                               Page 3 of 3 Pages

EX-4.17(A)

                                                                 EXHIBIT 4.17(a)

================================================================================

                               NOVOSTE CORPORATION

                                       and

                   AMERICAN STOCK TRANSFER & TRUST COMPANY, as
                                  Rights Agent


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

                      Amended and Restated Rights Agreement

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


                   As Amended and Restated as of July 29, 1999

================================================================================


            AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of July 29, 1999
(the "Agreement"), between NOVOSTE CORPORATION, a Florida corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a banking corporation
organized under the laws of New York (the "Rights Agent").

            The Board of Directors of the Company (the "Board") authorized and
declared a dividend of one Right (as hereinafter defined) for each Common Share
(as hereinafter defined) of the Company outstanding at the Close of Business (as
hereinafter defined) on November 25, 1996 (the "Record Date"), each Right
representing the right to purchase one one-hundredth (subject to adjustment as
provided herein) of a Preferred Share (as hereinafter defined), upon the terms
and subject to the conditions herein set forth, and has further authorized the
issuance of one Right with respect to each Common Share that shall become
outstanding between the Record Date and the Distribution Date (as 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 (as hereinafter defined) and the Final
Expiration Date (as hereinafter defined) in accordance with the provisions of
Section 22 hereof.

            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 shall 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,
(i) the term "Acquiring Person" shall not include (A) the Company, (B) any
Subsidiary of the Company, (C) any employee benefit plan of the Company or of
any Subsidiary of the Company, (D) any Person or entity holding Common Shares
for or pursuant to the terms of any such employee benefit plan or (E) the
Hillman Entities, provided that the Hillman Entities are not the Beneficial
Owners of 20% or more of the then outstanding Common Shares; and (ii) no Person
shall become an "Acquiring Person" (x) as a result of the acquisition of Common
Shares by the Company which, by reducing the number of Common Shares
outstanding, increases the proportional number of Common Shares beneficially
owned by such Person together with all Affiliates and Associates of such Person
provided that if (1) a Person would become an Acquiring Person (but for the
operation of this clause (x)) as a result of the acquisition of Common Shares by
the Company, and (2) after such share acquisition by the Company, 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 (1) within five Business Days after such Person would otherwise have
become or, if such Person did so inadvertently, after such Person discovers that
such Person would otherwise have become, an Acquiring Person (but for the
operation of this clause (y)), such Person notifies the Board that such Person
did so inadvertently, and (2) within two Business


                                      B-1


Days after such notification or such greater period of time as may be determined
by action of the Board, but in no event greater than five Business Days, such
person divests itself of a sufficient number of Common Shares so that such
Person is the Beneficial Owner of such number of Common Shares that such Person
no longer would be an Acquiring Person. A Person other than the Company or any
Subsidiary of the Company holding Common Shares for or pursuant to the terms of
an employee benefit plan of the Company or of any Subsidiary of the Company and
in addition being the Beneficial Owner of Common Shares that are not held for or
pursuant to the terms of any such plan shall be deemed to constitute an
Acquiring Person, notwithstanding anything herein stated, if, but only if, it,
together with its Affiliates and Associates, shall be the Beneficial Owner of
15% or more (or, in the case of the Hillman Entities, 20 % or more), exclusive
of those Common Shares held by it for or pursuant to the terms of any such plan,
of the Common Shares then outstanding.

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

            (d) A Person shall be deemed the "Beneficial Owner" of, and shall be
deemed to "beneficially own" or have "beneficial ownership" of, any securities:

                  (i) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly, including without
limitation securities with respect to which such Person or any of such Person's
Affiliates or Associates has "beneficial ownership" pursuant to Rule 13d-3 of
the General Rules and Regulations under the Exchange Act;

                  (ii) which such Person or any of such Person's Affiliates or
Associates has, directly or indirectly, (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, whether or not in writing (other
than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities) or upon the
exercise of conversion rights, exchange rights, other 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, or to have
beneficial ownership of, any securities pursuant to subsection (i), (ii) or
(iii) of this Section l(d) solely because such securities are 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 or dispose of warrants or
options, or otherwise, pursuant to any agreement, arrangement or understanding
(whether or not in writing); provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own, or to have beneficial
ownership of, any securities pursuant to subsection (i), (ii) or (iii) of this
Section l(d) solely because of the right to vote such securities pursuant to an
agreement, arrangement or understanding if the agreement, arrangement or
understanding to vote such securities (1) arises solely from a revocable proxy
or consent given to such Person or any of such Person's Affiliates or Associates
in response to a public proxy or consent solicitation made pursuant to, and in
accordance with,


                                      B-2


the applicable rules and regulations promulgated under the Exchange Act and (2)
is not also then reportable by such Person on Schedule 13D under the Exchange
Act (or any comparable or successor report) as being beneficially owned by such
Person; or

                  (iii) which are beneficially owned, directly or indirectly, by
any other Person (or any Affiliate or Associate thereof) with which such Person
(or any of such Person's Affiliates or Associates) has any agreement,
arrangement or understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public
offering of securities) for the purpose of acquiring, holding, voting (except to
the extent contemplated by the proviso to Section l(d)(ii)(B) above) or
disposing of any securities of the Company.

            Notwithstanding anything in this definition of a Beneficial Owner to
the contrary, the phrase " then outstanding," when used with reference to a
Person's beneficial ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person
would be deemed to own beneficially hereunder.

            (e) "Business Day" shall mean any day other than a Saturday, Sunday,
U.S. federal holiday or any day on which banking institutions in the State of
New York are authorized or obligated by law or executive order to close.

            (f) "Close of Business" on any given date shall mean 5:00 P.M., New
York, 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, New York time, on the next
succeeding Business Day.

            (g) "Common Shares," when used with reference to the Company, shall
mean the shares of Common Stock of the Company with the par value of $.01 per
share (as such par value may be changed from time to time) and, 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 Company, shall mean the capital stock (or equity interest)
with the greatest combined economic and 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) "Disinterested Directors" shall mean the members of the Board
who are not (i) employees of the Company, (ii) Acquiring Persons or their
Affiliates or Associates or representatives of any of them, or (iii) any Person
who was directly or indirectly proposed or nominated as a director of the
Company by a Transaction Person.

            (i) "Distribution Date" shall mean the earlier to occur of (i) the
Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day
(or such later date as may be determined by action of the Board) after the date
of the commencement (which intention to commence remains in effect for five
Business Days after such announcement) by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company or any Person or entity organized, appointed or


                                      B-3


established by the Company for or pursuant to the terms of any such plan) of a
tender or exchange offer the consummation of which would result in any Person
becoming an Acquiring Person (including, in the case of both clauses of this
subsection (i) and (ii) above, any such date which is after the date of this
Agreement and prior to the issuance of the Rights).

            (j) "Final Expiration Date" shall mean the Close of Business on
November 25, 2006.

            (k) "Hillman Entities" shall mean Henry H. Hillman Trust U/A dated
November 18, 1995, Juliet Lea Hillman Trust U/A dated November 16, 1964, Audrey
Hilliard Hillman Trust U/A dated November 16, 1964, William Talbot Hillman Trust
U/A dated November 16, 1964, Henry Lea Hillman, Jr. Trust U/A dated November 16,
1964, Venhill Limited Partnership and all Affiliates and Associates of any of
the foregoing.

            (l) "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 which represents
in excess of 5% of the total combined economic or voting power of such Person,
or any other Person acting directly or indirectly on behalf of, or in concert
with, any such Acquiring Person, Affiliate or Associate.

            (m) "Permitted Offer" shall mean a tender or exchange offer for all
outstanding Common Shares which is at a price and on terms determined, prior to
the purchase of such shares under such tender or exchange offer, by at least a
majority of the Disinterested Directors, to be adequate and otherwise in the
best interests of the Company and its shareholders (other than the Person, or
any Affiliate or Associate thereof, on whose behalf the offer is being made),
taking into account all factors that such Disinterested Directors may deem
relevant.

            (n) "Person" shall mean any individual, firm, partnership,
corporation, trust, association, joint venture or other entity, and shall
include any successor (by merger or otherwise) of such entity.

            (o) "Preferred Shares" shall mean Series A Participating Preferred
Stock of the Company with the par value of $.01 per share (as such par value may
be changed from time to time) having the preferences, limitations and relative
rights set forth in the Form of First Amendment to the Amended and Restated
Articles of Incorporation of the Company attached to this Agreement as Exhibit
A.

            (p) "Purchase Price" shall mean the price per one one-hundredth of a
Preferred Share.

            (q) "Redemption Date" shall mean the time at which the Rights are
redeemed as provided in Section 23 hereof.

            (r) "Redemption Price" shall mean $.01 per Right, which is the price
that the Board may, at its option, redeem all, but not less than all, of the
then outstanding Rights in accordance with the provisions of Section 23(a)
hereof.

            (s) "Right" shall mean one Preferred Share purchase right.


                                      B-4


            (t) "Section 11(a)(ii) Event" shall mean any event described in
Section 11(a)ii) hereof.

            (u) "Section 13 Event" shall mean any event described in clause (i),
(ii) or (iii) of Section 13(a) hereof.

            (v) "Shares Acquisition Date" shall mean the first date of a public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such.

            (w) "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.

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

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

            (z) "Triggering Event" shall mean any Section 11(a)(ii) Event or any
Section 13 Event.

            (aa) "Voting Securities" shall mean securities of the Company
generally entitled to vote in the election of directors of the Company.

      SECTION 2. Appointment of Rights Agent.

            The Company hereby appoints the Rights Agent to act as agent for the
Company and the holders of the Rights (who, in accordance with Section 3 hereof,
shall prior to the Distribution Date also be the holders of Common Shares) in
accordance with the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment. The Company may from time to time appoint such
co-Rights Agents as it may deem necessary or desirable.

      SECTION 3. Issue of Right Certificates.

            (a) 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 be separate Right Certificates, and 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 Company)
until the Distribution Date; provided, however, that if the tender offer is
terminated prior to the occurrence of a Distribution Date, then no Distribution
Date shall occur as a result of such tender


                                      B-5


offer. As soon as practicable after the Distribution Date, the Company will
prepare and execute, the Rights Agent will countersign and send, or cause to be
sent, by first-class, insured, postage prepaid mail, to each record holder of
Common Shares as of the Close of Business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right Certificate,
substantially in the form of Exhibit B hereto (a "Right Certificate"),
evidencing one Right for each Common Share so held. As of and after the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

            (b) Following the Record Date, the Company shall send a copy of a
Summary of Rights to Purchase Preferred Shares, 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 Company.
Upon the execution and delivery of this Agreement, or as soon as practicable
thereafter, the Company shall file with the Securities and Exchange Commission
the full text of this Agreement and the Summary of Rights. With respect to
certificates for Common Shares outstanding on 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 Section 3(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 from and after the date hereof
shall bear the following legend:

            This certificate also evidences and entitles the holder hereof to
            certain rights as set forth in a Rights Agreement between Novoste
            Corporation and American Stock Transfer & Trust Company, dated as of
            October 25, 1996, as amended from time to time (the "Rights
            Agreement"), the terms of which (including restrictions on the
            transfer of such Rights) are hereby incorporated herein by reference
            and a copy of which is on file at the principal executive offices of
            Novoste Corporation. Under certain circumstances, as set forth in
            the Rights Agreement, such Rights will be evidenced by separate
            certificates and will no longer be evidenced by this certificate.
            Novoste Corporation will mail to the holder of this certificate a
            copy of the Rights Agreement without charge after receipt of a
            written request therefor from such holder. Under certain
            circumstances set forth in the Rights Agreement, Rights issued to,
            or held by, any Person who is, was or becomes an Acquiring Person or
            an Affiliate or Associate thereof (as defined in the Rights
            Agreement) and certain related persons, whether currently held by or
            on behalf of such Person or by any subsequent


                                      B-6


            holder, may become null and void.

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 Company 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 canceled and retired so that the Company shall not
be entitled to exercise any Rights associated with the Common Shares which are
no longer outstanding.

      SECTION 4. Form of Right 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
in 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 Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage. Subject to the provisions of Sections 11
and 22 hereof, the Right Certificates shall entitle the holders thereof to
purchase such number of one one-hundredths of a Preferred Share as shall be set
forth therein at 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 22
hereof that represents Rights which are null and void pursuant to Section 7(e)
hereof and any Right Certificate issued pursuant to Section 6 or 11 hereof upon
transfer, exchange, replacement or adjustment of any other Right Certificate
referred to in this sentence, shall contain (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 thereof (as such terms are defined in
            the Rights Agreement). Accordingly, this Right Certificate and the
            Rights represented hereby are null and void.

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

      SECTION 5. Countersignature and Registration.

            The Right Certificates shall be executed on behalf of the Company by
its President or any of its Vice Presidents, either manually or by facsimile
signature, shall have affixed thereto the Company's seal or a facsimile thereof,
and shall be attested by the Secretary or an Assistant Secretary of the Company,
either manually or by facsimile signature. The 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 Company who shall have signed any
of the


                                      B-7


Right Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates may nevertheless be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by any person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Agreement any such
person was not such an officer.

            Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its office designated as the appropriate place for surrender of
such Right Certificate for 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 Sections 4(b), 7(e) and 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 one
one-hundredths 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 the 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 Company 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 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 Company shall reasonably request. Thereupon the Rights
Agent shall, subject to the provisions of Sections 4(b), 7(e) and 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 Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split-up, combination or exchange of
Right Certificates.

            Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right


                                      B-8


Certificate if mutilated, the Company 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 principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price for the total
number on one one-hundredths 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 Final Expiration Date, (ii) the Redemption Date, (iii)
the time at which the Rights are exchanged as provided in Section 24 hereof, or
(iv) the consummation of a transaction contemplated by Section 13(d) hereof.

            (b) From and after the date hereof, the Purchase Price for each
one-hundredth of a Preferred Share pursuant to the exercise of a Right shall be
$85.00, 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 Section 7(c) below. Anything in this Agreement to the contrary
notwithstanding, in the event that at any time after the date hereof and prior
to the Distribution Date, the Company shall (i) declare or pay any dividend on
the Common Shares payable in Common Shares or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by reclassification or
otherwise 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 one Right (subject to adjustment as provided herein) associated
therewith and the Purchase Price following any such event shall be
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 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 Company, 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
Company hereby irrevocably authorizes its transfer agent to comply with all such
requests, or (B) requisition from the depositary agent (if the Company, in its
sole discretion, shall have elected to deposit the Preferred Shares issuable
upon exercise of the Rights hereunder into a depository) depositary receipts
representing such number


                                      B-9


of one one-hundredths of a Preferred Share as are to be purchased (in which case
certificates for the Preferred Shares represented by such receipts shall be
deposited by the transfer agent with the depositary agent) and the Company will
direct the depositary agent to comply with such requests, (ii) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of issuance
of fractional shares in accordance with Section 14 hereof, (iii) after receipt
of such certificates or depositary receipts, cause the same to be delivered to
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 Company is obligated to
issue other securities (including Common Shares) of the Company pursuant to
Section 11(a) hereof, the Company will make all arrangements necessary so that
such other securities are available for distribution by the Rights Agent, if and
when appropriate.

            In addition, in the case of an exercise of the Rights by a holder
pursuant to Section 11(a)(ii) hereof, 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) hereof
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) hereof.

            (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
thereof, (ii) a transferee of an Acquiring Person (or of an Affiliate or
Associate thereof) who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of an Acquiring Person (or of an 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 has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), shall become null
and void without any further action and no holder of such Rights shall have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise. The Company shall use all reasonable efforts to
insure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of 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.


                                      B-10


            (f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) completed and signed the certificate contained in the form of election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such exercise, and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonable request.

      SECTION 8. Cancellation and Destruction of Right Certificates.

            All Right Certificates surrendered for the purpose of exercise
(other than a partial exercise), transfer, split up, combination or exchange
shall, if surrendered to the Company or to any of its agents, be delivered to
the Rights Agent for cancellation or in canceled form, or, if surrendered to the
Rights Agent, shall be canceled by it, and no Right Certificates shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this
Agreement. The Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all canceled Rights
Certificates to the Company, or shall, at the written request of the Company,
destroy such canceled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.

      SECTION 9. Reservation and Availability of Capital Stock.

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

            The Company 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 nonassessable shares or securities.


                                      B-11


            The Company 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 Rights Certificates
or of any Preferred Shares (or Common Shares and/or other securities, as the
case may be) upon the exercise of Rights. The Company shall not, however, be
required to pay any transfer tax which may be payable in respect of any transfer
or delivery of Right Certificates to a person other than, or the issuance or
delivery of certificates or depositary receipts for the Preferred Shares (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
Company's reasonable satisfaction that no such tax is due.

            The Company shall use its best efforts to (i) file, as soon as
practicable following the Shares Acquisition Date (or, if required by law, at
such earlier time following the Distribution Date as so required), a
registration statement under the Act with respect to the Rights and the
Company's 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)(i) hereof. The Company 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 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 Company 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 Company 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.


                                      B-12


            (a) (i) In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Shares payable in
Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine
the outstanding Preferred Shares into a smaller number of Preferred Shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the
Purchase Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and the
number and kind of shares of 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 Company 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 exercise of one Right be less than the aggregate par value of
the shares of capital stock of the Company issuable upon exercise of one Right.
If an event occurs which would require an adjustment under both this Section
11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this
Section 11(a)(i) shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii) hereof.

                  (ii) Subject to Section 24 of this Agreement, 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 (i) the occurrence of any such event or
(ii) 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 (or, in the discretion of the
Board, one one-hundredths of a Preferred Share) as shall equal the result
obtained by (A) multiplying the then current Purchase Price by the then number
of one one-hundredths of a Preferred Share for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event and (B)
dividing that product by 50% of the then Current Per Share Market Price of the
Company's Common Shares (determined pursuant to Section 11(d) hereof) on the
date 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 Section
11(a)(ii) and the Rights become so exercisable (and the Board has determined to
make the Rights exercisable into fractions of a Preferred Share),
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, (A) a number of (or fractions of)
Common Shares (up to the maximum number of


                                      B-13


Common Shares which may permissibly be issued) and (B) a number of one
one-hundredths of a Preferred Share or a number of (or fractions of) other
equity securities of the Company (or, in the discretion of the Board, debt)
which the Board has determined to have the same aggregate current market value
(determined pursuant to Sections 11(d)(i) and 11(d)(ii) hereof, to the extent
applicable) as one Common Share (such number of (or fractions of) Preferred
Shares (or other equity securities or debt of the Company) 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 Company 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 Company is unable to cause sufficient Common
Shares and/or Capital Stock Equivalents to be 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 (A) the
number of Adjustment Shares and (B) 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 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 Company 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 and privileges as the Preferred Shares (the
"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 Company issuable upon
the exercise of one Right. In case such subscription price may be paid in a
consideration


                                      B-14


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, 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 Company shall not be deemed outstanding for the purpose of any
such computation. Such adjustment shall be made successively whenever such a
record date is fixed, and in the event that such rights, options or warrants are
not so issued, the Purchase Price shall be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.

            (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a 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, 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 Company
to be issued upon exercise of one Right. Such adjustments shall be made
successively whenever such a record date is fixed, and in the event that such
distribution is not so made, the Purchase Price shall again be adjusted to be
the Purchase Price which would then be in effect if such record date had not
been fixed.

            (d) (i) For the purpose of any computation hereunder, the "Current
Per Share Market Price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the thirty consecutive Trading
Days (as hereinafter defined) immediately prior to such date; provided, however,
that in the event that the Current Per Share Market Price of the Security is
determined during a period following the announcement by the issuer of such
Security of (A) a dividend or distribution on such Security payable in shares of
such Security or securities convertible into such shares, or (B) any
subdivision, combination or reclassification of such security, and prior to the
expiration of thirty (30) Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination
or reclassification, then, and in each such case, the Current Per Share Market
Price shall be appropriately adjusted to reflect the Current Per Share Market
Price 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


                                      B-15


national securities exchange on which the Security is listed or admitted to
trading or, if the Security is not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
The Nasdaq Stock Market 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,
selected by the Board, making a market in the Security. If on any such date no
such market maker is making a market in the Security, the fair value of the
Security on such date as determined in good faith by the Board 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. Subject
to Section 11(d)(ii) hereof, if any Security is not publicly held or so listed
or traded, the "Current Per Share Market Price" of such Security shall mean the
fair market value per share as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent.

                  (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 the foregoing 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 the foregoing
Section 11(d)(i) (appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof), multiplied by
one hundred (100). If neither the Common Shares nor the Preferred Shares are
publicly held or so listed or traded, the "Current Per Share Market Price" shall
mean the fair value per share as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent.

            (e) Notwithstanding anything herein to the contrary, no adjustment
in the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in the Purchase Price; provided, however,
that any adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest
cent or to the nearest one one-hundredth of a Preferred Share or one
ten-thousandth of any other share or security, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than 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 13 (a) hereof, the holder of any Right thereafter exercised shall become
entitled to receive any shares of capital stock of the Company other than
Preferred Shares, 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 Sections 11(a) through 11(c)
hereof, inclusive, and the provisions of Sections 7, 9, 10, 13 and 14 hereof
with respect to the Preferred Shares shall apply on like


                                      B-16


terms to any such other shares.

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

            (h) Unless the Company shall have exercised its election as provided
in Section 11(i) hereof, upon each adjustment of the Purchase Price as a result
of the calculations made in Sections 11(b) and 11(c) hereof, each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-hundredths of a Preferred Share (calculated to the nearest one
ten-thousandth of a Preferred Share) obtained by (i) multiplying (A) the number
of Preferred Shares covered by a Right immediately prior to this adjustment of
the Purchase Price by (B) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.

            (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in lieu of any adjustment in
the number of one one-hundredths of a Preferred Share purchasable upon the
exercise of a Right. Each of the Rights outstanding after such adjustment of the
number of Rights shall be exercisable for the number of one one-hundredths 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 Company shall make a
public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been 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(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such
adjustment. Right Certificates 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.

            (j) Irrespective of any adjustment or change in the Purchase Price
or the number of one one-hundredths 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


                                      B-17


and the number of one one-hundredths of a Preferred Share which were expressed
in the initial Right Certificates issued hereunder.

            (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the number of one
one-hundredths of a Preferred Share, Common Shares or other securities issuable
upon exercise of the Rights, the Company shall take any corporate action which
may, in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue such number of fully paid and nonassessable one
one-hundredths of a Preferred Share, Common Shares or other securities at such
adjusted Purchase Price.

            (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
the number of one one-hundredths of a Preferred Share, Common Shares or other
securities of the Company, if any, issuable upon such exercise over and above
the number of one one-hundredths of a Preferred Share, Common Shares or other
securities of the Company, if any, issuable upon exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

            (m) Notwithstanding anything in this Section 11 to the contrary, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any (i) 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 Company to holders of its Preferred
Shares shall not be taxable to such shareholders.

            (n) The Company covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary of the Company in a transaction which does not violate Section 11(o)
hereof), (ii) merge with or into any other Person (other than a Subsidiary of
the Company in a transaction which does not violate Section 11(o) hereof), or
(iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one
transaction, or a series of related transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
does not violate Section 11(o) hereof), if (A) at the time of or immediately
after such consolidation, merger, sale or transfer, there are any provisions of
the Company's charter or by-laws or any rights, warrants or other instruments or
any securities outstanding or agreements in effect or other actions taken that
would materially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (B) 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" (as hereinafter defined)
for


                                      B-18


purposes of Section 13(a) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates. The
Company shall not consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such other Person (as the case may be)
shall have executed and delivered to the Rights Agent a supplemental agreement
evidencing compliance with this Section 11(n).

            (o) The Company covenants and agrees that, after the Distribution
Date, it will not, except as permitted by Section 23 or 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.

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

      SECTION 12. Certificate of Adjusted Purchase Price or Number of Shares.

            Whenever an adjustment is made as provided in Section 11 or 13
hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares 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 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, (i) the Company shall consolidate with, or merge with
and into, any Interested Shareholder or, if in such merger or consolidation all
holders of Common Shares are not treated alike, any other Person, (ii) the
Company shall consolidate with, or merge with, any Interested Shareholder or, if
in such merger or consolidation all holders of Common Shares are not treated
alike, any other Person, and the Company shall be the continuing or surviving
corporation of such consolidation or merger (other than, in a case of any
transaction described in clause (i) or (ii) above of this Section 13(a), a
merger or consolidation which would result in all of the Voting Securities
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 Company or such surviving entity
outstanding immediately after such merger or consolidation and the holders (and
relative percentage holdings of each such holder) of such securities not having
changed as a result of such merger or consolidation), (iii) the Company shall
effect a statutory share exchange with outstanding Common Shares of the Company
being exchanged for stock or other securities of any other Person, money or
other property, or (iv) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one transaction
or a series of related transactions, assets or earning power


                                      B-19


aggregating 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any Interested Shareholder or Shareholders
or, if in such transaction all holders of Common Shares are not treated alike,
any other Person (other than the Company or any Subsidiary of the Company in one
or more transactions each of which does not violate Section 11(o) hereof), then,
and in each such case (except as provided in Section 13(d) hereof), proper
provision shall be made so that (A) each holder of a Right, except as provided
in Section 7(e) hereof, shall thereafter have the right to receive, upon the
exercise thereof at 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 tradable Common Shares of the Principal Party, not subject
to any liens, encumbrances, rights of first refusal or other adverse claims, as
shall equal the result obtained by (1) multiplying the then current Purchase
Price by the number of one one-hundredths of Preferred Share for which a Right
is then exercisable (without taking into account any adjustment previously made
pursuant to Section 11(a)(ii) hereof) and dividing that product by (2) 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; (B) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such Section 13 Event, all the obligations
and duties of the Company pursuant to this Agreement; (C) the term "Company"
shall thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall apply only
to such Principal Party following the first occurrence of a Section 13 Event;
and (D) 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

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

                  (ii) in the case of any transaction described in clause (iv)
of the first sentence of Section 13(a) hereof, 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


                                      B-20


owned, directly or indirectly, by the same Person, the rules set forth in
clauses (1) and (2) above of this Section 13(b) shall apply to each of the
chains of ownership having an interest in such joint venture as if such party
were a Subsidiary of both or all of such joint ventures, 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 Company 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 Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
for the terms set forth in Section 13(a) and 13(b) hereof and further providing
that, as soon as practicable after the date of any consolidation, merger, sale
or transfer mentioned in Section 13(a) hereof, the Principal Party at its own
expense shall:

                  (i) 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 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;

                  (ii) 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 jurisdiction as may be necessary or appropriate; and

                  (iii) 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.

            (d) The Company shall not enter into any transaction of the kind
referred to in this Section 13 if at the time of such transaction, there are any
provisions of the Company's charter or by-laws or any rights, warrants, or other
instruments or any securities outstanding or agreements in effect or other
actions taken which, as a result of the consummation of such transaction, would
materially diminish or otherwise eliminate the benefits intended to be afforded
by the Rights.

            (e) Notwithstanding anything in this Agreement to the contrary, the
provisions of this Section 13 shall not be applicable to a transaction described
in clauses (i), (ii) or (iii) of Section 13(a) hereof if (A) 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),
(B) 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 (C) 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.


                                      B-21


            The provisions of this Section 13 shall similarly apply to
successive mergers, consolidations, statutory share exchanges 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) hereof and shall
survive any exercise thereof.

      SECTION 14. Fractional Rights and Fractional Shares.

            (a) The Company shall not be required to issue fractions of Rights
or to distribute 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 The Nasdaq Stock Market 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 marker, selected by the Board, making a
market in the Rights. 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 shall be used.

            (b) The Company shall not be required to issue fractions of
Preferred Shares (other than fractions which are one one-hundredths or integral
multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights
or to distribute certificates which evidence fractional Preferred Shares (other
than fractions which are one one-hundredths or integral multiples of one
one-hundredth of a Preferred Share). Fractions of Preferred Shares in integral
multiples of one one-hundredth of a Preferred Share may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary selected by it, provided 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 one one-hundredths
or integral multiples of one one-hundredth of a Preferred Share, the Company
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.


                                      B-22


            (c) Following the occurrence of one of the transactions or events
specified in Section 11 hereof 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 Company 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 Company 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 one one-hundredth of a Preferred Share.

            (d) The holder of a Right by the acceptance of the Right expressly
waives such holder's 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 Company 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
reach 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 Company and the Rights Agent and with every other holder of a Right
that:

            (a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of the Common Shares;

            (b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office or offices of the


                                      B-23


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

            (c) subject to Sections 6 and 7(f) hereof, the Company and the
Rights Agent may deem and treat the person in whose name the Right Certificate
(or, prior to the Distribution Date, the associated Common Shares certificate)
is registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Right Certificate
or the associated Common Shares certificate made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent, subject to the last sentence of Section 7(e)
hereof, shall be required to be affected by any notice to the contrary;

            (d) the Company may issue Rights after the Record Date as provided
in this Agreement; and

            (e) notwithstanding anything in this Agreement to the contrary,
neither the Company nor the Rights Agent shall have any liability to any holder
of a Right or 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 or ruling issued
by a court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, or any statute, rule, regulation or
executive order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligation; provided,
however, the Company must use its best efforts to have any such order, decree or
ruling lifted or otherwise overturned as soon as possible.

      SECTION 17. 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 Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of any
Right Certificate, as such, any of the rights of a 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 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.

            (a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and
other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The Company
also agrees to indemnify the Rights Agent for, and, to hold it harmless against,
any loss, liability, or expense, incurred without negligence, bad faith or
willful misconduct on the


                                      B-24


part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including
the costs and expenses of defending against any claim of liability in the
premises.

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

      SECTION 19. Merger or Consolidation or Change of Name of Rights Agent.

            (a) Any corporation into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent
or any successor Rights Agent shall be a party, or any corporation succeeding to
the stock transfer or all or substantially all of the corporate trust business
of the Rights Agent or any successor Rights Agent shall be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided, that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21 hereof. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such successor
Rights Agent may adopt the countersignature of 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. In all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

            (b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Right Certificates so countersigned, and in
case at that time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Certificates either
in its prior name or in its changed name. 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 the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their acceptance thereof,
shall be bound:

            (a) The Rights Agent may consult with legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall be full
and complete


                                      B-25


authorization and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such opinion.

            (b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the
determination of the Current Per Share Market Price of Any Security) be proved
or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by any one of the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full authorization
to the Rights Agent for any action taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

            (c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.

            (d) The Rights Agent shall not be liable for, or by reason of, any
of the statements of fact or recitals contained in this Agreement or in the
Right Certificates or be required to verify the same (except its
countersignature thereof). All such statements and recitals are, and shall be
deemed to have been made, by the Company only.

            (e) The Rights Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for any adjustment required under the provisions of
Section 11 or 13 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by
Right Certificates after 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 or other securities to be issued pursuant to this Agreement or any
Right Certificate or as to whether any Preferred Shares or Common Shares or
other securities will, when issued, be validly authorized and issued, fully paid
and nonassessable; nor shall it be under any duty to take any independent
investigation or determination of the identity of any Acquiring Person or any
Affiliate or Associate thereof, but shall be entitled to rely, in the absence of
instructions identifying any such Person, on representations made by holders of
Right Certificates.

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


                                      B-26


            (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, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and shall not be liable for any
action taken or suffered by it in good faith in accordance with instructions of
any such officer.

            (h) The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company, or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend money to the
Company, or otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

            (i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct; provided, however, reasonable care was exercised in the
selection and continued employment thereof.

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

            (k) If, with respect to any Right Certificates 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 ease 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 Company.

      SECTION 21. Change of Rights Agent.

            The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon thirty (30) days' notice in
writing mailed to the Company and to each transfer agent of the Preferred Shares
or Common Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail. The Company 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 Preferred Shares or Common 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 Company shall appoint a successor to the Rights Agent. If the
Company 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


                                      B-27


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 Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business under the laws
of the United States or any state of the United States, in good standing, which
is authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100,000,000 (or such lower number as
approved by the Board). After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed, but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Preferred Shares or Common Shares and mail a notice thereof in writing to
the registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

      SECTION 22. Issuance of New Right Certificates.

            Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new Right
Certificates evidencing Rights in such form as may be approved by the Board 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 earliest of the
Redemption Date, the Final Expiration Date and the consummation of a transaction
contemplated by Section 13(d) hereof, the Company (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 Company, and (b) may,
in any other case, if deemed necessary or appropriate by the Board, issue Right
Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that no Right Certificates 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 may, at its option, redeem all, but not less than
all, of the then outstanding Rights at the Redemption Price, as such amount may
be appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof at any time prior to the earlier of
(A) the occurrence of a Section 11(a)(ii) Event or (B) the Final Expiration
Date, and the Company may, at its option, pay the Redemption Price either in


                                      B-28


Common Shares (based on the Current Per Share Market Price as defined in Section
11(d) hereof, of the Common Shares at the time of redemption) or cash; provided,
however, that if the Company elects to pay the Redemption Price in Common
Shares, the Company 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 may, at its option, at any time
following a Shares Acquisition Date but prior to any Section 13 Event redeem
all, but not less than all, of the then outstanding Rights at the Redemption
Price in connection with any Section 13 Event (A) in which all holders of Common
Shares are treated alike and (B) not involving (other than as a holder of Common
Shares being treated like all other such holders) a Transaction Person.

            (b) In the case of a redemption permitted under Section 23(a)(i)
hereof, immediately upon the date for redemption set forth in (or determined in
the manner specified in) a resolution of the Board 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) hereof, 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 Business Days following the giving of notice or the expiration
of any period during which the rights under Section 11(a)(ii) hereof may be
exercised. The Company shall promptly give public notice of any such redemption;
provided, however, that the failure to give, or any defect in, any such notice
shall not affect the validity of such redemption. Within ten (10) days after
such date for redemption set forth in a resolution of the Board ordering the
redemption of the Rights, the Company shall mail a notice of redemption to all
the holders of the then outstanding Rights at their last 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 Company nor any of its Affiliates or Associates may redeem, acquire
or purchase for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 and other than in connection with the
purchase of Common Shares prior to the Distribution Date.

            (c) In the case of a redemption permitted under Section 23(a)(i)
hereof, the Company 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 Company.

            (d) The Board and the Company shall not have any liability to any
Person as a result of the redemption of Rights pursuant to the terms of this
Section 23.


                                      B-29


      SECTION 24. Exchange.

            (a) The Board may, at its option, at any time after the time that
any Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have
become void pursuant to the provisions of Sections 7(e) and 11(a)(ii) hereof)
for Common Shares of the Company at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or
similar transaction involving either the Common Shares or the Preferred Shares
occurring after the date hereof (such exchange ratio being hereinafter referred
to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board shall not
be empowered to effect such exchange at any time after any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or any such Subsidiary, any entity holding Common Shares for or pursuant
to the terms of any such plan or any trustee, administrator or fiduciary of 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 ordering the exchange
of any Rights pursuant to Section 24(a) hereof and without any further action
and without any notice, the right to exercise such Rights shall terminate and
the only right thereafter of a holder of such Rights shall be to receive that
number of Common Shares equal to the number of such rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give public notice
of any such exchange; provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. The Company
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 void pursuant
to the provisions of Sections 7(e) and 11(a) (ii) hereof) held by each holder of
Rights.

            (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute Preferred Shares (or Equivalent Preferred Shares) for
some or all of the Common Shares exchangeable for Rights, at the initial rate of
one-hundredth of a Preferred Share (or equivalent preferred share) 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) The Board shall not authorize any exchange transaction referred
to in Section 24(a) hereof unless at the time such exchange is authorized there
shall be sufficient Common Shares or Preferred Shares issued but not
outstanding, or authorized but unissued, to permit the exchange of Rights as
contemplated in accordance with this Section 24.

            (e) The Board and the Company shall not have any liability to any
Person as a result of the exchange of Rights pursuant to the terms of this
Section 24.


                                      B-30


      SECTION 25. Notice of Certain Events.

            (a) In case the Company shall propose (i) to pay any dividend
payable in stock of any class to the holders of its Preferred 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 Company in a
transaction which does not violate Section 11(o) hereof), or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one or more transactions, of 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person or Persons (other than the Company and/or any of its
Subsidiaries in one or more transactions each of which does not violate Section
11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of
the Company, then, in each such case, the Company shall give to each holder of a
Right Certificate, in accordance with Section 26 hereof, a notice of such
proposed action to the extent feasible 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.
Such notice shall be so given in the case of any action covered by clause (i) or
(ii) above of this Section 25(a) 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 Company shall
as soon as practicable thereafter give to each holder of a Right Certificate, in
accordance with Section 26 hereof, a notice of the occurrence of such event,
which notice shall describe such event and the consequences of such event to
holders of Rights under Section 11(a) (ii) hereof and (ii) all references in the
foregoing Section 25 (a) to Preferred Shares shall be deemed thereafter to refer
also, if appropriate, to Common Shares and/or, if appropriate, other securities
of the Company.

      SECTION 26. Notices.

            Notices or demands authorized by this Agreement to be given or made
by the Rights Agent or by the holder of any Right Certificate to or on the
Company shall be sufficiently given or made if sent by first-class mail, postage
prepaid, and addressed (until another address is filed in writing with the
Rights Agent) as follows:

                  Novoste Corporation
                  4350-C International Boulevard
                  Norcross, Georgia 30093
                  Attention: Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this


                                      B-31


Agreement to be given or made by the Company or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, and addressed (until another address
is filed in writing with the Company) as follows:

                  American Stock Transfer & Trust Company
                  40 Wall Street
                  New York, New York 10005
                  Attention: President

            Notices or demands authorized by this Agreement to be given or made
by the Company or the Rights Agent to the holder of any 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, and addressed to such holder at the address of such holder as
shown on the registry books of the Company.

      SECTION 27. Supplements and Amendments.

            Prior to the Distribution Date, the Company and the Rights Agent
shall, if the Company 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 Company and the Rights
Agent shall, if the Company so directs, supplement or amend this Agreement
without the approval of any holders of Right Certificates in order (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 Company 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 thereof); 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 Company 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 the rights or obligations
of the Rights Agent under Section 18 or 20 of this Agreement. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Shares.

      SECTION 28. Determination and Actions by the Board, etc.

            The Board shall have the exclusive power and total and complete
authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board, or the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to: (i) interpret the provisions of this
Agreement, and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including, without limitation, a
determination to redeem or not redeem the Rights or to amend the Agreement and
whether any proposed amendment adversely


                                      B-32


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)(l)(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 Company, 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.

      SECTION 29. Successors.

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

      SECTION 30. Benefits of this Agreement.

            This Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Shares), and nothing in this
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Common Shares) any legal or equitable right, remedy
or claim under this Agreement.

      SECTION 31. Severability.

            If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable, and the Board of the Company determines, at a
time when a majority of the directors then serving are Disinterested Directors,
in their good-faith judgment that severing the invalid language from this
Agreement would adversely affect the purpose or effect of this Agreement, the
right of redemption set forth in Section 23 shall be reinstated and shall not
expire until the close of business on the tenth day following the date of such
determination by the Board.

      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
Florida and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and to be performed
entirely within such State.


                                      B-33


      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.


                                      B-34


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

                                     NOVOSTE CORPORATION


                                     By: /s/ William A. Hawkins III
                                        -----------------------------------
                                     Name: William A. Hawkins III
                                     Title: President and Chief
                                            Executive Officer

                                     AMERICAN STOCK TRANSFER & TRUST
                                     COMPANY


                                     By: /s/ Isaac Kagan
                                        -----------------------------------
                                     Name: Isaac Kagan
                                     Title: Vice President


                                      B-35

EX-4.17(B)

                                                                 EXHIBIT 4.17(b)

                                                                   JULY 29, 1999

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES
                                       OF
                               NOVOSTE CORPORATION

            UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT)
AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH
PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.

            On October 25, 1996, the Board of Directors of Novoste Corporation,
a Florida corporation (the "Company"), declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock, par
value $.01 per share (the "Common Shares"), of the Company. The dividend is
payable to the shareholders of record as of 5:00 P.M., New York, New York time,
on November 25, 1996 (the "Record Date"), and is payable with respect to Common
Shares issued thereafter until the Distribution Date (as hereinafter defined)
and, in certain circumstances, is payable with respect to Common Shares issued
after the Distribution Date.

            Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Participating Preferred Stock, par value $.01 per share (the
"Preferred Shares"), at a price of $85.00 per one one-hundredth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement, dated as of October 25, 1996
(the "Rights Agreement"), between the Company and American Stock Transfer &
Trust Company (the "Rights Agent").

            On July 29, 1999, the Board of Directors of the Company amended and
restated the Rights Agreement by deleting certain provisions set forth in
Sections 23 and 27 thereof. Such deleted provisions prevented the Board of
Directors from redeeming the Rights or amending the Rights Agreement for a
365-day period in the event that a majority of such Board was comprised of
individuals not nominated by the then current directors following (i) a meeting
of shareholders or (ii) shareholder action by written consent.


                                       1


            Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates (as
hereinafter defined) will be distributed. The Rights will separate from the
Common Shares and a "Distribution Date" for the Rights will occur upon the
earlier of:

                  (i) the first date of public announcement that a person or
"group" has acquired beneficial ownership of 15% or more of the outstanding
Common Shares (except (a) pursuant to a Permitted Offer, as hereinafter defined
and (b) beneficial ownership of Common Shares by the Hillman Entities (as
defined in the Rights Agreement), provided that the Hillman Entities together
with all Affiliates and Associates thereof are not the beneficial owners of 20%
or more of the then outstanding Common Shares); or

                  (ii) ten business days (or such later date as the Board of
Directors of the Company may determine) following the commencement of, or
announcement of an intention to commence, a tender offer or exchange offer the
consummation of which would result in a person or group becoming an Acquiring
Person (as hereinafter defined).

            A person or group whose acquisition of Common Shares causes a
Distribution Date pursuant to clause (i) above is an "Acquiring Person." The
first date of public announcement that a person or group has become an Acquiring
Person is the "Shares Acquisition Date."

            The Rights Agreement provides that until the Distribution Date, the
Rights will be evidenced by the Common Share certificates and 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 or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date (and
to each initial record holder of certain Common Shares issued after the
Distribution Date), and such separate Right Certificates alone will evidence the
Rights.

            The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M., New York, New York time, on November 25, 2006, unless
earlier redeemed or exchanged by the Company as described below.

            In the event that any person becomes an Acquiring Person (except
pursuant to a Permitted Offer), each holder of a Right will have (subject to the
terms of the Rights Agreement) the right (the "Flip-In Right") to receive upon
exercise the number of Common Shares, or, in the discretion of the Board of
Directors of the Company, of one one-hundredths of a Preferred Share (or, in
certain circumstances, other securities of the Company) having a value
(immediately prior to such triggering event) equal to two times the Purchase
Price. Notwithstanding the foregoing,


                                       2


following the occurrence of the event described above, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or any affiliate or associate thereof
will be null and void.

            A "Permitted Offer" is a tender or exchange offer for all
outstanding Common Shares which is at a price and on terms determined, prior to
the purchase of shares under such tender or exchange offer, by a majority of
Disinterested Directors (as hereinafter defined), to be adequate (taking into
account all factors that such Disinterested Directors deem relevant) and
otherwise in the best interests of the Company 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 Disinterested Directors
may deem relevant. "Disinterested Directors" are directors of the Company who
are not employees of the Company and who are not Acquiring Persons or affiliates
or associates thereof, or representatives of any of them, or any person who was
directly or indirectly proposed or nominated as a director of the Company by a
Transaction Person (as hereinafter defined).

            In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in certain mergers or other business
combination transactions in which the holders of all of the outstanding Common
Shares immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power, (ii) 50% or more of
the Company's assets or earning power are sold or transferred, in either case
with or to an Acquiring Person or any affiliate or associate thereof, or any
other person in which such Acquiring Person, affiliate or associate has an
interest, or any person acting on behalf of or in concert with such Acquiring
Person, affiliate or associate, or, if in such transaction all holders of Common
Shares are not treated alike, any other person, or (iii) the Company shall
effect a statutory share exchange with outstanding Common Shares of the Company
exchanged for stock or other securities of any other person, money or other
property, then in each case the holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
(the "Flip-Over Right") to receive, upon exercise, common shares of the
acquiring company having a value equal to two times the Purchase Price.

            At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to certain exceptions) and prior to
the acquisition by a person or group of affiliated or associated persons of 50%
or more of the outstanding Common Shares, the Board of Directors of the Company
may exchange all or part of the then outstanding and exercisable Rights (other
than Rights which have become void under the terms of the Rights Agreement) for
Common Shares at an exchange ratio of one Common Share per Right, subject to
adjustment.

            The Purchase Price payable, and. the number of one-hundredths of a
Preferred Share or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution: (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred Shares with a
conversion price, less than the then current market price of the Preferred
Shares, or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to in clause
(ii) above).


                                       3


            The Purchase Price is also subject to adjustment in the event of a
stock split of the Common Shares, or a stock dividend on the Common Shares
payable in Common Shares, or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.

            With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional one-hundredths of a Preferred Share will be
issued, and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

            At any time prior to the earlier to occur of (i) a person becoming
an Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors of the Company. Additionally, the Company may redeem the then
outstanding Rights in whole, but not in part, at the Redemption Price after the
triggering of the Flip-In Right and before the expiration of any period during
which the Flip-In Right may be exercised in connection with a merger or other
business combination transaction or series of transactions involving the Company
in which all holders of Common Shares are treated alike but not involving a
Transaction Person (as hereinafter defined). Upon the effective date of the
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.

            If any term, provision, covenant or restriction of the Rights
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 the Rights Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated; provided,
however, that if any such term, provision, covenant or restriction is held by
such court or authority to be invalid, void or unenforceable, and the Board of
Directors of the Company determines, at a time when a majority of the directors
then serving are Disinterested Directors, in their good-faith judgment that
severing the invalid language from the Rights Agreement would adversely affect
the purpose or effect thereof, the Company's right of redemption described in
the preceding paragraph shall be reinstated (if such right has expired or been
terminated) and shall not expire until the close of business on the tenth day
following the date of such determination by the Board of Directors.

            The Board of Directors and the Company shall not have any liability
to any person as a result of the redemption or exchange of the Rights pursuant
to the provisions of the Rights Agreement.

            Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Company, shareholders may, depending
upon the circumstances, recognize taxable income should the Rights become
exercisable or upon the occurrence of certain events thereafter.


                                       4


            A copy of the Rights Agreement, as amended and restated on July 29,
1999, has been filed with the Securities and Exchange Commission as an Exhibit
to an Amendment No. 1 to Registration Statement on Form 8-A/A dated July 29,
1999. A copy of the current Rights Agreement is available free of charge from
the Company by contacting the Corporate Secretary at Novoste Corporation, 3890
Steve Reynolds Boulevard, Norcross, Georgia 30093. This summary description of
the Rights does not purport to be complete and is qualified entirely by
reference to the Rights Agreement, which is hereby incorporated herein by
reference.


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