8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  February 11, 2000



                                  LabOne, Inc.
                      ------------------------------------
                          (Exact name of registrant as
                            specified in its charter)



      Missouri                            0-16946              43-1039532
- ----------------------------            -------------       -----------------
(State or other jurisdiction           (Commission          (I. R. S. Employer
     or incorporation                   File Number)        Identification No.)

10101 Renner Road,
Lenexa, KS                    66219
- -------------------------     -----
(Address of principal         (Zip Code)
executive offices)


Registrant's telephone number, including area code:    913-888-1770
                                                     ----------------------


                                 Not Applicable
                     --------------------------------------
          (Former name or former address, if changed since last report)


                                      -1-



Item 5.  Other Information

     On  February  11,  2000,  the  Board of  Directors  of  LabOne,  Inc.  (the
"Company")  adopted a  shareholder  rights  plan.  The rights plan  replaces and
modernizes  a  shareholder  rights plan which was adopted by the Company in 1988
and expired in 1998.


Declaration of Rights Dividend

     In  conjunction  with the rights plan,  the Board of  Directors  declared a
dividend  distribution of one Right for each outstanding  share of Common Stock,
$.01 par value per share,  of the  Company  ("Common  Stock").  The  dividend is
payable on February 25, 2000 to  shareholders of record at the close of business
on that date. Each Right entitles the registered holder thereof to purchase from
the Company at any time  following the  Distribution  Date (as defined  below) a
unit consisting of one one-hundredth of a share (a "Unit") of Series A Preferred
Stock, $.01 par value per share (the "Preferred  Stock"), at a purchase price of
$50.00 per Unit (the  "Purchase  Price"),  subject to  adjustment  as  described
below.  The  Rights  are  not  exercisable  until  the  Distribution  Date.  The
description  and terms of the Rights are set forth in a Rights  Agreement  dated
February  11, 2000 (the  "Rights  Agreement")  between the Company and  American
Stock Transfer & Trust Company, as Rights Agent.

      Rights will also be issued with  respect to shares of Common  Stock issued
by the Company or  transferred  from the Company's  treasury  after February 25,
2000 and prior to the  Distribution  Date,  and,  under  certain  circumstances,
Rights  will be  issued  with  respect  to  shares  of  Common  Stock  issued or
transferred by the Company after the Distribution Date.

Rights Initially Attached to and Trade with Common Stock

      Until the  earlier  of the  Distribution  Date or the date the  Rights are
redeemed  or  expire:   (1)  the  Rights  will  be  evidenced  by  Common  Stock
certificates and no separate Rights  Certificates  will be distributed,  (2) the
Rights  will be  transferable  only  in  connection  with  the  transfer  of the
underlying  shares of Common Stock, (3) the surrender for transfer of any Common
Stock  certificate  (with or without a copy of this  Summary of Rights  attached
thereto) will also  constitute  the transfer of the Rights  associated  with the
shares of Common Stock  represented by such certificate and (4) new Common Stock
certificates   issued   after   February   25,  2000  will  contain  a  notation
incorporating  the  Rights  Agreement  by  reference.  Shareholders  will not be
required  to take any  action  in  connection  with the  payment  of the  Rights
dividend on February 25, 2000.

When Rights Separate from Common Stock and Become Exercisable

      The Rights will separate from the Common Stock and become  exercisable  on
the  Distribution  Date,  which will occur upon the earlier of (1) ten  business
days after the Stock  Acquisition  Date (as defined  below) or (2) ten  business
days (or such  later  date as the Board  shall  determine  prior to such time as
there is an Acquiring  Person) following the commencement of, or announcement of
an intention  to make, a tender or exchange  offer,  the  consummation  of which
would result in a Person becoming an "Acquiring  Person." The "Stock Acquisition
Date" means the earlier of (i) the date of the first public  announcement by the
Company or an Acquiring  Person that an Acquiring Person has become such or (ii)
the date on which  the  Company  has  actual  notice,  direct  or  indirect,  or
otherwise  determines that a Person has become an Acquiring  Person.  As soon as
practicable after the Distribution  Date, Rights  Certificates will be mailed to
holders of record of

                                      -2-



the Common  Stock as of the close of  business  on the  Distribution  Date,  and
thereafter the separate Rights Certificates will represent the Rights.

      Under the Rights Agreement,  an Acquiring Person is a Person who, together
with all affiliates and associates of such Person, and without the prior written
approval  of the  Company,  is the  Beneficial  Owner (as  defined in the Rights
Agreement)  of 15% or more of the  outstanding  shares  of  Common  Stock of the
Company,  subject to a number of exceptions  set forth in the Rights  Agreement.
The Rights  Agreement  exempts certain persons from the definition of "Acquiring
Person,"   including  (1)  Grant  Family  Members  (as  defined  in  the  Rights
Agreement),   who  currently   beneficially  own  approximately   17.4%  of  the
outstanding  shares of Common Stock,  unless such family  members  become (other
than with the prior written  approval of the Board of Directors or pursuant to a
Qualifying  Offer) the Beneficial  Owners of 20% or more of the shares of Common
Stock then  outstanding,  excluding  shares of Common Stock and other securities
acquired on or after February 11, 2000 pursuant to certain  employee or director
benefit  plans,  (2) the  Company or any  subsidiary  of the Company and (3) any
employee  benefit  plan of the Company or any  subsidiary  and  certain  persons
appointed pursuant to the terms of any such plan. Under the Rights Agreement,  a
Person  shall not be an  Acquiring  Person if such  Person  acquires  beneficial
ownership of 15% or more of the outstanding shares of Common Stock pursuant to a
Qualifying Offer, which is a cash tender offer for all of the outstanding shares
of  Common  Stock  which  meets  certain  conditions  specified  in  the  Rights
Agreement.   The  Rights   Agreement   contains   exceptions   for  Persons  who
inadvertently  become Acquiring  Persons or who exceed the ownership limits as a
result  of  repurchases  of stock by the  Company,  if  certain  conditions  are
satisfied.

Adjustment of Rights upon Occurrence of a Triggering Event

      In the event that a Person becomes an Acquiring  Person,  each holder of a
Right (except the Acquiring Person and certain other persons as described below)
will no longer have the right to purchase Units of Preferred  Stock, but instead
will thereafter have the right to receive, upon exercise of the Right, shares of
Common Stock (or, in certain  circumstances,  cash, property or other securities
of the  Company)  having a  Current  Market  Price  (as  defined  in the  Rights
Agreement)  equal to two times the then current exercise price of the Right. For
example,  at a  Purchase  Price of $50 per  Right,  each  Right  not owned by an
Acquiring Person would entitle its holder to purchase $100 worth of Common Stock
(or other consideration, as noted above) for $50. Assuming that the Common Stock
has a per share value of $10 at such time,  the holder of each valid Right would
be  entitled  to  purchase  ten  shares of Common  Stock for $50.  Once a Person
becomes an Acquiring Person, all Rights that are, or under certain circumstances
were,  beneficially  owned by such Acquiring Person (or certain related parties)
will be null and void.

      In the event that, at any time after the Stock  Acquisition  Date, (1) the
Company is acquired in a merger or other  business  combination  transaction  in
which the Company is not the  surviving  corporation  (other than a merger which
follows a Qualifying Offer and satisfies certain other requirements), or (2) 50%
or more of the Company's  assets or earning power is sold or  transferred,  each
holder of a Right (except Rights which  previously have been voided as set forth
above) shall thereafter have the right to receive,  upon exercise,  common stock
of the acquiring  company  having a Current  Market Price equal to two times the
then current Purchase Price of the Right. The events set forth in this paragraph
and in the preceding paragraph which allow Rights

                                      -3-



to be  exercised  are  referred  to  individually  as a  "Triggering  Event" and
collectively as "Triggering Events."

Exchange of Rights

      At any time after any Person  becomes an  Acquiring  Person,  the Board of
Directors of the Company may, at its option,  exchange the Rights (except Rights
which  previously have been voided as set forth above),  in whole or in part, at
an exchange ratio of one-hundredth of a share of Preferred Stock or one share of
Common Stock for each Right,  subject to adjustment  for any stock split,  stock
dividend or similar transaction  occurring after February 25, 2000. The Board of
Directors  may not cause the  exchange  of Rights at any time after any  Person,
together with such person's  affiliates and  associates,  becomes the beneficial
owner of 50% or more of the  shares  of  Common  Stock  then  outstanding,  with
certain exceptions.

Redemption of Rights

      At any time prior to the close of business on the tenth business day after
the Stock Acquisition Date, the Company may order that all Rights be redeemed at
a price of $.01 per Right (payable in cash, Common Stock or other  consideration
deemed  appropriate  by the Board of  Directors),  subject to adjustment for any
stock split, stock dividend or similar transaction  occurring after February 25,
2000 (the "Redemption Price").  Immediately upon the effectiveness of the action
of the  Board of  Directors  ordering  redemption  of the  Rights,  the right to
exercise  the Rights will  terminate  and the holders of the Rights will only be
entitled to receive the Redemption Price for each Right so held.

Amendment of Rights

      At any time and from time to time  prior to the close of  business  on the
tenth business day after the Stock  Acquisition  Date, the Company may amend the
Rights in any manner without the approval of any holders of Rights.  At any time
and from time to time  after the close of  business  on the tenth  business  day
after the Stock Acquisition Date, the Company may supplement or amend the Rights
without  the  approval  of any  holders  of the  Rights,  provided  that no such
supplement or amendment adversely affects the interests of the holders of Rights
as such (other than an  Acquiring  Person or an  affiliate  or  associate  of an
Acquiring Person).

Terms of Preferred Stock

      Each Unit of Preferred Stock  (consisting of one  one-hundredth of a share
of  Preferred  Stock) that is  issuable  upon  exercise of the Rights  after the
Distribution  Date and prior to the occurrence of a Triggering Event is intended
to have  approximately  the same economic  rights and voting power as a share of
Common Stock, and the value of a Unit of Preferred Stock should  approximate the
value of one  share of Common  Stock.  Each  share of  Preferred  Stock  will be
entitled to dividend  payments equal to 100 times the aggregate per share amount
of all dividends  (other than a dividend  payable in Common Stock)  declared per
share of Common  Stock.  In the event of  liquidation,  the holders of shares of
Preferred  Stock will be entitled  to the greater of (a) a minimum  preferential
liquidation payment of $100 per share, or (b) 100 times the aggregate

                                      -4-



amount to be  distributed  per share of Common  Stock.  Each share of  Preferred
Stock will have 100 votes, voting together with, and on the same matters as, the
Common Stock. In the event of any merger,  consolidation or other transaction in
which  shares of Common  Stock are  exchanged  for or changed  into other stock,
securities,  cash and/or other  property,  each share of Preferred Stock will be
entitled to receive  100 times the amount  received  per share of Common  Stock.
These  rights are  protected by customary  anti-dilution  provisions.  Shares of
Preferred  Stock are not  redeemable.  Pursuant  to the  Rights  Agreement,  the
Company  reserves the right to require,  prior to the occurrence of a Triggering
Event,  that upon any exercise of Rights a number of Rights be exercised so that
only whole shares of Preferred Stock will be issued.

Adjustment of Rights and Securities Upon Certain Events

      The Purchase Price payable,  and the number of Units of Preferred Stock or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (1) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, or (2) upon the distribution to holders of the Preferred Stock of certain
rights,  options,  warrants,  evidences  of  indebtedness  or assets  (excluding
regular  quarterly cash dividends).  No adjustment in the Purchase Price will be
required  until  cumulative  adjustments  amount to at least 1% of the  Purchase
Price.

      The number of  outstanding  Rights  attached to each share of Common Stock
and the number of Units of Preferred Stock  purchasable upon exercise of a Right
are also subject to adjustment in the event of a stock split of the Common Stock
or a stock  dividend on the Common Stock  payable in shares of Common Stock or a
subdivision or combination of the shares of Common Stock, occurring prior to the
Distribution Date.

      The Company is not required to issue  fractional  Units;  in lieu thereof,
the Company may pay cash for such fractional  Units based on the market price of
the Preferred Stock on the last trading date prior to the date of issuance.

Rights Holder Not a Shareholder

      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.  The holders of Rights will be able to vote and
receive dividends on the Common Stock that they hold.

Tax Consequences

      While the  current  distribution  of the  Rights  will not be  taxable  to
shareholders  or  to  the  Company,   shareholders  might,  depending  upon  the
circumstances,  realize  taxable  income in the  event  that the  Rights  become
severable  from the Common Stock and will likely  realize  taxable income in the
event such Rights become  exercisable for common stock of the acquiring  company
as set forth above or are exchanged as provided above.

                                      -5-




Expiration of Rights

      The Rights will expire at the close of  business  on  February  25,  2010,
unless the Company  redeems or exchanges  the Rights prior to such date, in each
case as described above.

Rights Agreement

      This summary description of the Rights does not purport to be complete and
is  qualified  in its  entirety by  reference  to the Rights  Agreement  and the
exhibits thereto, filed herewith as Exhibit 4.1, which is incorporated herein by
reference.


Item 7.  Financial Statements and Exhibits


      (c)  Exhibits

      4.1  Rights Agreement dated as of February 11, 2000, between LabOne,  Inc.
           and  American  Stock  Transfer & Trust  Company,  which  includes  as
           Exhibit A, the Certificate of Designations  Preferences and Rights of
           Series  A  Preferred   Stock,  as  Exhibit  B,  the  Form  of  Rights
           Certificate,  and as  Exhibit C, the  Summary  of Rights to  Purchase
           Preferred Stock.

      99.1 Press Release of the Company dated February 11, 2000



                                      -6-




                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                   LABONE, INC.






Date:  February 11, 2000            By: /s/ Kurt E. Gruenbacher
                                        -------------------------------
                                        Kurt E. Gruenbacher,
                                        V.P. Finance, Chief Accounting
                                        Officer and Treasurer




                                      -7-



                                  EXHIBIT INDEX


Assigned
Exhibit
Number                    Description of Exhibit



    4.1    Rights Agreement dated as of February 11, 2000, between LabOne,  Inc.
           and  American  Stock  Transfer & Trust  Company,  which  includes  as
           Exhibit A, the Certificate of Designations  Preferences and Rights of
           Series  A  Preferred   Stock,  as  Exhibit  B,  the  Form  of  Rights
           Certificate,  and as  Exhibit C, the  Summary  of Rights to  Purchase
           Preferred Stock.

   99.1    Press Release of the Company dated February 11, 2000




                                      -8-

EX-4.1

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


                                  LABONE, INC.
                                       and
                     American Stock Transfer & Trust Company
                                  Rights Agent

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




                                Rights Agreement

                          Dated as of February 11, 2000


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








                                TABLE OF CONTENTS

Section                                                               Page
- -------                                                               ----

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

Section 2.   Appointment of Rights Agent...............................7

Section 3.   Issue of Rights Certificates..............................7

Section 4.   Form of Rights Certificates...............................9

Section 5.   Countersignature and Registration........................10

Section 6.   Transfer, Split Up, Combination and Exchange of Rights
             Certificates; Mutilated, Destroyed, Lost or Stolen Rights
             Certificates.............................................10

Section 7.   Exercise of Rights; Purchase Price; Expiration Date
             of Rights................................................11

Section 8.   Cancellation and Destruction of Rights Certificates......13

Section 9.   Reservation and Availability of Capital Stock............14

Section 10.  Preferred Stock Record Date..............................15

Section 11.  Adjustment of Purchase Price, Number and Kind
             of Shares or Number of Rights............................15

Section 12.  Certificate of Adjusted Purchase Price or
             Number of Shares.........................................23

Section 13.  Consolidation, Merger or Sale or Transfer of Assets
             or Earning Power.........................................23

Section 14.  Fractional Rights and Fractional Shares..................26

Section 15.  Rights of Action.........................................27

Section 16.  Agreement of Rights Holders..............................27

Section 17.  Rights Certificate Holder Not Deemed a Shareholder.......28

Section 18.  Concerning the Rights Agent..............................28

Section 19.  Merger or Consolidation or Change of Name of
             Rights Agent.............................................29

Section 20.  Duties of Rights Agent...................................29

Section 21.  Change of Rights Agent...................................32


                                      -ii-




Section 22.  Issuance of New Rights Certificates......................32

Section 23.  Redemption and Termination...............................33

Section 24.  Exchange.................................................34

Section 25.  Notice of Certain Events.................................35

Section 26.  Notices..................................................36

Section 27.  Supplements and Amendments...............................36

Section 28.  Successors...............................................37

Section 29.  Determinations and Actions by the Board
             of Directors, etc........................................37

Section 30.  Benefits of this Agreement...............................37

Section 31.  Severability.............................................37

Section 32.  Governing Law............................................38

Section 33.  Counterparts.............................................38

Section 34.  Descriptive Headings.....................................38



EXHIBIT A   Form of Certificate of Designations, Preferences and Rights of
            Series A Preferred Stock



EXHIBIT B   Form of Rights Certificate



EXHIBIT C   Form of Summary of Rights


                                     -iii-





                                RIGHTS AGREEMENT


     THIS RIGHTS AGREEMENT, dated as of February 11, 2000 (the "Agreement"),  is
made between LabOne, Inc., a Missouri corporation (the "Company"),  and American
Stock Transfer & Trust Company (the "Rights Agent").

     W I T N E S S E T H

     WHEREAS, on February 11, 2000 (the "Rights Dividend Declaration Date"), the
Board  of  Directors  of  the  Company   authorized   and  declared  a  dividend
distribution  of one Right (as  hereinafter  defined)  for each  share of Common
Stock  (as  hereinafter  defined)  of the  Company  outstanding  at the close of
business on February  25,  2000 (the  "Record  Date"),  and has  authorized  the
issuance of one such Right (subject to adjustment as  hereinafter  provided) for
each share of Common Stock of the Company  issued by the Company or  transferred
from the  Company's  treasury  between  the Record  Date and the  earlier of the
Distribution  Date (as  hereinafter  defined) or the expiration or redemption of
the Rights, and in certain circumstances, after the Distribution Date, each such
Right initially  representing the right to purchase one one-hundredth of a share
of Series A Preferred Stock of the Company (subject to adjustment as hereinafter
provided),  having the rights,  powers and  preferences set forth in the form of
Certificate of Designations,  Preferences, Qualifications and Rights of Series A
Preferred  Stock to be filed with the Secretary of State of Missouri on or about
February 15, 2000, in substantially  the form attached hereto as Exhibit A, upon
the terms and subject to the conditions hereinafter set forth (the "Rights");

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

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

     For  purposes of this  Agreement,  the  following  terms have the  meanings
indicated:

     (a)  "Acquiring  Person" shall mean any Person who or which,  together with
all Affiliates and Associates of such Person, without the Prior Written Approval
of the Company granted after the date hereof,  shall be the Beneficial  Owner of
15% or more of the  shares of Common  Stock  then  outstanding,  other than as a
result of a  Qualifying  Offer,  whether or not such  Person  together  with all
Affiliates and Associates of such Person continues to be the Beneficial Owner of
15% or more of such shares. Notwithstanding the foregoing,

          (i)    the term "Acquiring Person" shall not include any Exempt Person
(as hereinafter defined),

          (ii)   a Person shall  not  become  an  Acquiring  Person  solely as a
result of a reduction in the number of shares of Common Stock outstanding due to
the  repurchase of shares of Common Stock by the Company,  unless and until such
Person  (together  with all  Affiliates  and  Associates  of such Person)  shall
purchase or otherwise become the Beneficial Owner of additional shares of Common
Stock,  other than  pursuant  to a  Qualifying  Offer or with the Prior  Written
Approval of the Company,


                                      -1-




          (iii)  the term "Acquiring Person" shall not include any  of the Grant
Family Members,  acting individually or as a group, unless and until such Person
or Persons  (together  with all  Affiliates  and  Associates  of such  Person or
Persons)  shall become  (other than  pursuant to a Qualifying  Offer or with the
Prior Written  Approval of the Company) the Beneficial  Owners of 20% or more of
the  shares of Common  Stock  then  outstanding,  provided  that such  Person or
Persons or Affiliates or Associates shall not be deemed the Beneficial Owners of
shares of  Common  Stock or other  securities  acquired  on or after the  Rights
Dividend  Declaration  Date pursuant to any employee or director benefit plan of
the Company or any Subsidiary of the Company; and

          (iv)   notwithstanding  any other provision  hereof to the contrary, a
Person  shall not be deemed to be an  Acquiring  Person if,  within ten Business
Days after the Board of Directors is given  written  notice that such Person has
become an Acquiring Person, the Board of Directors determines in good faith that
such  Person who would  otherwise  be an  "Acquiring  Person"  has  become  such
inadvertently  and the Board of Directors  provides  such Person a period not to
exceed  thirty days to divest a  sufficient  number of  securities  so that such
Person  would no longer be an  Acquiring  Person,  as defined  in the  foregoing
provisions of this  paragraph  (a), and such Person has so divested prior to the
end of such period.

          Notwithstanding  anything in this Agreement to the contrary,  the term
"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
beneficially own hereunder.

     (b)  "Act" shall mean  the Securities Act of  1933,  as amended  from  time
to time.

     (c)  "Adjustment Shares" shall  have the meaning set forth in Section 11(a)
(ii) hereof.

     (d)  "Affiliate" shall have the meaning set forth  in  Rule  12b-2  of  the
General Rules and  Regulations  under the Exchange Act as such Rule is in effect
on the date of this Agreement.

     (e)  "Associate" shall have the  meaning set forth in  Rule  12b-2  of  the
General Rules and  Regulations  under the Exchange Act as such Rule is in effect
on the date of this Agreement.

     (f)  A Person  shall be deemed the  "Beneficial Owner"  of,  and  shall  be
deemed to "beneficially own," of any securities:

          (i)    which such  Person  or  any  of  such  Person's  Affiliates  or
Associates,  directly or indirectly,  has the right to vote or dispose of or has
"beneficial  ownership" of (as determined  pursuant to Rule 13d-3 of the General
Rules and  Regulations  under the  Exchange Act as such Rule is in effect on the
date of this Agreement), including without limitation pursuant to any agreement,
arrangement or understanding, whether or not in writing; provided, however, that
a Person  shall not be deemed the  "Beneficial  Owner"  of, or to  "beneficially
own," any  security  under this  subparagraph  (i) as a result of an  agreement,
arrangement or understanding to vote such security if


                                      -2-




such agreement, arrangement or understanding: (A) arises solely from a revocable
proxy given in response to a public proxy or consent  solicitation made pursuant
to, and in accordance  with, the applicable  provisions of the General Rules and
Regulations  under the Exchange Act, and (B) is not also then reportable by such
Person on Schedule 13D under the Exchange  Act (or any  comparable  or successor
report);

          (ii)   which  such  Person  or  any of  such  Person's  Affiliates  or
Associates, directly or indirectly, has the right to acquire (whether such right
is  exercisable  immediately  or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing), or upon the
exercise of conversion rights,  exchange rights, rights, warrants or options, or
otherwise;  provided,  however,  that a Person  shall not be deemed  under  this
paragraph  (f)  the  "Beneficial  Owner"  of,  or  to  "beneficially  own,"  (A)
securities  tendered  pursuant to a tender or exchange offer made by such Person
or any of such Person's  Affiliates or Associates until such tendered securities
are accepted for purchase or exchange,  or (B)  securities  issuable at any time
prior to the occurrence of a Triggering  Event upon exercise of Rights (but only
to the extent such Rights have not been exercised and such  securities  have not
been issued upon exercise of such Rights),  or (C) securities  issuable from and
after the occurrence of a Triggering Event upon exercise of Rights, which Rights
were  acquired by such Person or any of such  Person's  Affiliates or Associates
prior to the  Distribution  Date or  pursuant  to Section 3 or Section 22 hereof
(the "Original  Rights") or pursuant to Section 11(i) hereof in connection  with
an adjustment made with respect to any Original Rights;

          (iii)  which are  beneficially owned,  directly or indirectly,  by any
other Person (or any Affiliate or Associate  thereof) with which such Person (or
any of such Person's Affiliates or Associates) has any agreement, arrangement or
understanding  (whether  or not in  writing),  for  the  purpose  of  acquiring,
holding,  voting (except as described in the proviso to subparagraph (i) of this
paragraph (f)) or disposing of any voting securities of the Company.

Notwithstanding anything in this subparagraph (f) to the contrary, (x) no member
of a national  securities  exchange,  pledgee of securities or person engaged in
business as an underwriter of securities  shall be deemed to be the  "Beneficial
Owner"  of, or to  "beneficially  own,"  shares of  Common  Stock to the  extent
provided in Rule  13d-3(d)(2),  (3) and (4) of the General Rules and Regulations
under the Exchange Act as such Rule is in effect on the date of this  Agreement,
(y) no Person who,  immediately  prior to the Distribution  Date, is a member of
the Board of  Directors  or an officer of the Company or who is an  Affiliate or
Associate of a member of the Board of Directors or officer of the Company (each,
an "Excluded  Person")  shall be deemed to be the  "Beneficial  Owner" of, or to
"beneficially  own,"  shares of Common  Stock  held by another  Excluded  Person
solely by reason of any  agreement,  arrangement  or  understanding,  written or
otherwise,  entered into in  opposition  to any  transaction  or in support of a
Qualifying  Offer and (z) no Excluded  Person,  no committee of Excluded Persons
and no Person or entity  organized,  appointed or  established by the Company or
any Subsidiary for or pursuant to the terms of any employee  benefit plan of the
Company or any Subsidiary  shall be deemed to the  "Beneficial  Owner" of, or to
"beneficially own," securities held of record by any such plan or by the trustee
or administrator of any such plan pursuant to the terms of such plan, except for
shares  allocated  to the account of any  Excluded  Person which may be voted or
disposed of by such Excluded Person under the terms of the Plan.



                                      -3-




     (g)  "Board of Directors" shall mean the Board of Directors of the Company
as constituted from time to time.

     (h)  "Business Day" shall mean  any day other than a Saturday,  Sunday or a
day on which banking  institutions in the State of New York, the State of Kansas
or the state in which the  principal  office of the Rights  Agent is located are
authorized or obligated by law or executive order to close.

     (i)  "Close of business" on  any  given date  shall mean 5:00 P.M.,  Kansas
City, Missouri time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M.,  Kansas City,  Missouri  time, on the next
succeeding Business Day.

     (j)  "Closing Price" of a security (including without limitation the Common
Stock, the Preferred Stock and the Rights) for each day shall mean 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 on the principal national  securities exchange on which the
security is listed or  admitted to trading or, if the  security is not listed or
admitted to trading on any national securities exchange,  the closing sale price
or, if no sales were  reported,  the average of the closing bid and asked prices
in the  over-the-counter  market,  as reported by The Nasdaq Stock Market, of if
not  reported  by The  Nasdaq  Stock  Market,  by  such  other  self  regulatory
organization  or  nationally  recognized  quotation  service  that then  reports
information concerning such security as selected by the Board of Directors,  or,
if on any such date the  security  is not quoted by any such  organization,  the
average of the  closing  bid and asked  prices as  furnished  by a  professional
market maker making a market in the security selected by the Board of Directors.
If on any such date no market maker is making a market in the security, the fair
value of such  security on such date as determined in good faith by the Board of
Directors shall be used.

     (k)  "Common Stock" shall  mean the common stock, par value $.01 per share,
of  the   Company   (or  in  the  event  of  a   subdivision,   combination   or
reclassification  with  respect to such  shares of common  stock,  the shares of
common stock resulting from such subdivision,  combination or reclassification);
except that "Common Stock" when used with reference to any Person other than the
Company  shall mean the  capital  stock (or other  equity  securities  or equity
interests)  of such Person with the  greatest  voting power to control or direct
the management of such Person.

     (l)  "Common Stock Equivalents" shall have the meaning set forth in Section
11(a)(iii) hereof.

     (m)  "Current Market Price" shall have the meaning set forth in  Section 11
(d) hereof.

     (n) "Current Value" shall have the meaning set forth in Section  11(a)(iii)
hereof.

     (o)  "Distribution  Date" shall mean  the  earlier  of  (i)  the  close  of
business  on tenth  Business  Day after the Stock  Acquisition  Date (or, if the
tenth  Business Day after the Stock  Acquisition  Date occurs  before the Record
Date,  the close of business on the Record Date),  or (ii) the close of business
on the tenth Business Day (or such later date as the Board of Directors shall


                                      -4-




determine  prior to such time as any Person  becomes an Acquiring  Person) after
the date of the  commencement by any Person (other than an Exempt Person) of, or
the first public  announcement  of the  intention of such Person to commence,  a
tender offer or exchange offer (other than a Qualifying Offer), the consummation
of which would  result in any Person  becoming  an  Acquiring  Person;  provided
however,  that  if a  tender  or  exchange  offer  is  terminated  prior  to the
occurrence of a Distribution  Date, then no  Distribution  Date shall occur as a
result of such  tender or exchange  offer.  In  deferring  the date set forth in
clause (ii) of the  preceding  sentence,  the Board of Directors  may defer such
date to a specified later date or to an unspecified  later date to be determined
by a subsequent action or event.

     (p)  "Exchange Act" shall mean  the  Securities Exchange  Act of  1934,  as
amended and in effect on the date of this Agreement.

     (q)  "Exchange Ratio"  shall  have  the  meaning set forth in Section 24(a)
hereof.

     (r)  "Exempt Person" shall mean  (i)  the  Company,  (ii) any Subsidiary of
the Company, (iii) any employee benefit plan of the Company or of any Subsidiary
of the Company or (iv) any Person  organized,  appointed or  established  by the
Company or any  Subsidiary for or pursuant to the terms of any such plan (to the
extent then acting in such capacity).

     (s)  "Expiration  Date" shall mean the earliest of (i) the Redemption Date;
(ii) the time at which  such  Rights are  exchanged  as  provided  in Section 24
hereof;  (iii) the  consummation of a transaction  contemplated by Section 13(d)
hereof or (iv) the Final Expiration Date.

     (t)  "Final  Expiration  Date"  shall  mean  the   close  of  business   on
February  25, 2010.

     (u)  "Grant Family Member" means any of:  (i)  the  children, grandchildren
and other lineal descendants of W.T. Grant, including those by adoption, and the
spouses of any such  persons,  (ii)  trusts or  custodianships  for the  primary
benefit of any one or more of the foregoing persons, (iii) the estates or any of
the foregoing persons, and (iv) any corporation,  partnership, limited liability
company,  association  or other  entity  which is  controlled  by and at least a
majority of the  outstanding  equity  interests of which are owned by any one or
more of the foregoing persons, custodianships, trusts or estates. Any Person who
at any time  qualifies  as a Grant  Family  Member  shall be deemed to be such a
Grant Family  Member  during the period the Person so  qualifies,  regardless of
whether such Person existed or so qualified on the date hereof.

     (v)  "Person" shall mean any individual, firm,  corporation,   partnership,
limited liability company,  association,  or other entity, and shall include any
successor (by merger or otherwise) of such entity.

     (w)  "Preferred  Stock" shall mean shares of Series A Preferred  Stock, par
value  $.01  per  share,  of the  Company  (or in the  event  of a  subdivision,
combination or reclassification  with respect to such shares of Preferred Stock,
the shares of Preferred  Stock resulting from such  subdivision,  combination or
reclassification),  and, to the extent that there are not a sufficient number of
shares of Series A Preferred Stock authorized to permit the full exercise of the
Rights, any other series of


                                      -5-



preferred  stock of the Company  designated  for such purpose  containing  terms
substantially  similar  to the  terms  of the  Series A  Preferred  Stock of the
Company.

     (x)  "Principal Party" shall have the meaning set forth in Section 13(b)
hereof.

     (y)  "Prior Written Approval" shall mean the  prior express written consent
of the Company to any Person becoming an Acquiring Person, executed on behalf of
the  Company by a duly  authorized  officer  of the  Company  following  express
approval  by action  of the Board of  Directors,  provided  that all  conditions
precedent and  subsequent  established by the Board of Directors (and not waived
by the  Board  of  Directors  prior  to  violation  of any  such  condition)  in
connection with such approval shall be satisfied.

     (z)  "Purchase Price" shall have the  meaning  set  forth  in  Section 4(a)
hereof.

     (aa) "Qualifying  Offer" shall mean a tender offer or an exchange offer for
all outstanding shares of Common Stock at a price and on terms determined, prior
to the purchase of shares  pursuant to the tender or exchange offer, by at least
a majority of the members of the Board of Directors  who are not officers of the
Company and who are not representatives,  nominees,  Affiliates or Associates of
the Person on whose behalf the offer is made, after receiving advice from one or
more  investment  banking  firms,  to be (a) fair to  shareholders  (taking into
account all factors which such members of the Board of Directors  deem relevant)
and (b) otherwise in the best interests of the Company and its shareholders, and
which such directors determine to recommend to the shareholders of the Company.

     (bb) "Record  Date" shall have the meaning set forth in the  recital at the
beginning of this Agreement.

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

     (dd) "Redemption Price" shall have the meaning set forth in  Section  23(a)
hereof.

     (ee) "Rights" shall have the  meaning  set  forth  in the  recital  at  the
beginning of this Agreement.

     (ff) "Rights Certificates"  shall  mean  the  certificates  evidencing  the
Rights after the  Distribution  Date,  which shall be  substantially in the form
attached hereto as Exhibit B.

     (gg) "Rights Dividend Declaration Date" shall have the meaning set forth in
the recital at the beginning of this Agreement.

     (hh) "Section 11(a)(ii) Event" shall have the meaning set forth in  Section
11(a)(ii) hereof.

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


                                      -6-




     (jj) "Spread"  shall  have  the  meaning  set  forth  in Section 11(a)(iii)
hereof.

     (kk) "Stock Acquisition Date" shall mean the earlier of (i) the date of the
first  public  announcement  (which,  for  purposes  of this  definition,  shall
include,  without  limitation,  a report  filed under the  Exchange  Act) by the
Company or an Acquiring  Person that an Acquiring Person has become such or (ii)
the date on which  the  Company  has  actual  notice,  direct  or  indirect,  or
otherwise determines that a Person has become an Acquiring Person, provided that
if such Person is determined not to have become an Acquiring  Person pursuant to
Section 1(a) hereof, no Stock Acquisition Date shall be deemed to have occurred.

     (ll) "Subsidiary"  shall  mean,  with  reference  to  any Person, any other
Person of which an amount of voting  securities  sufficient  to elect at least a
majority of the  directors  or Persons  having  similar  authority of such other
Person is  beneficially  owned,  directly  or  indirectly,  by such  Person,  or
otherwise controlled by such Person.

     (mm) "Substitution Period" shall have the meaning  set forth in  Section 11
(a)(iii) hereof.

     (nn) "Summary of Rights"  shall  have the meaning set forth in Section 3(b)
hereof.

     (oo) "Trading Day"  shall  mean  a  day  on  which  the principal  national
securities  exchange on which the shares of Common  Stock are listed or admitted
to trading is open for the  transaction  of business or, if the shares of Common
Stock are not listed or admitted to trading on any national securities exchange,
a Business Day.

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

     Section 2.     Appointment of Rights Agent.
                    ---------------------------

     The  Company  hereby  appoints  the  Rights  Agent to act as agent  for the
Company and the record holders of the Rights (who, in accordance  with Section 3
hereof,  shall prior to the Distribution  Date also be the holders of the Common
Stock) 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 Rights Certificates
                    ----------------------------

     (a)  Until the earlier of the  Distribution  Date or the  Expiration  Date,
(i) the Rights will be evidenced  (subject to the provisions of Section 3(b)) by
the  certificates for the Common Stock registered in the names of the holders of
the Common Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate  certificates,  (ii) the registered
holders of Common Stock shall also be the  registered  holders of the associated
Rights,  (iii) the  Rights  will be  transferable  only in  connection  with the
transfer of the underlying  shares of Common Stock  (including a transfer to the
Company) and (iv) the transfer of any such certificate shall also constitute the
transfer of the Rights  associated  with the Common  Stock  represented  by such
certificate.


                                      -7-




     (b)  On the Record Date, or as soon as practicable thereafter,  the Company
will send a copy of a Summary  of Rights,  in  substantially  the form  attached
hereto as Exhibit C (the "Summary of Rights"),  by first-class,  postage prepaid
mail,  to each record  holder of the Common Stock as of the close of business on
the Record  Date,  at the  address of such  holder  shown on the  records of the
Company. With respect to certificates for the Common Stock outstanding as of the
Record Date, until the earlier of the Distribution  Date or the Expiration Date,
the Rights will be evidenced by such  certificates  together  with a copy of the
Summary  of Rights,  and the  registered  holders of the shares of Common  Stock
represented  by the  certificates  shall also be the  registered  holders of the
Rights.  Until the earlier of the Distribution  Date or the Expiration Date, the
surrender  for transfer of any such  certificate,  with or without a copy of the
Summary of Rights  attached  thereto,  shall also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate, and any
certificate  newly issued  pursuant to such  transfer  shall bear the legend set
forth in Section 3(d) hereof.

     (c)  Rights shall be issued in respect of all shares of Common Stock  which
are issued (whether originally issued or transferred from the Company's treasury
to any other  Person)  after the  Record  Date but prior to the  earlier  of the
Distribution Date or the Expiration Date, or, in certain circumstances  provided
in  Section 22 hereof,  after the  Distribution  Date,  except  with  respect to
dividends on the outstanding  shares of Common Stock payable in shares of Common
Stock as provided in Section 11(p) hereof. Certificates representing such shares
of Common  Stock with  respect to which Rights are issued on or after the Record
Date and prior to the earlier of the Distribution  Date or Expiration Date shall
also be deemed to be  certificates  for  Rights,  and shall  bear the legend set
forth in Section 3(d).

     (d)  Certificates for  shares  of  Common Stock which are  issued after the
Record Date and prior to the earlier of the Distribution  Date or the Expiration
Date shall bear the following legend:

      This  certificate  also  evidences  and entitles the holder  hereof to
      certain  Rights  as set forth in the  Rights  Agreement  (the  "Rights
      Agreement"),  between LabOne,  Inc. (the "Company") and American Stock
      Transfer & Trust Company (the "Rights Agent"),  the terms of which are
      hereby incorporated herein by reference and a copy of which is on file
      at  the  principal   offices  of  the  Rights  Agent.   Under  certain
      circumstances,  as set forth in the Rights Agreement, such Rights will
      be evidenced by separate  certificates and will no longer be evidenced
      by this  certificate.  The  Company  will  mail to the  holder of this
      certificate a copy of the Rights  Agreement,  as in effect on the date
      of  mailing,  without  charge,  promptly  after  receipt  of a written
      request therefor.  Under certain circumstances set forth in the Rights
      Agreement,  Rights  issued  to, or held by,  any Person who is, was or
      becomes an Acquiring Person or any Affiliate or Associate  thereof (as
      such terms are  defined in the Rights  Agreement),  whether  currently
      held by or on behalf of such Person or by any subsequent  holder,  may
      become null and void.

Notwithstanding  this  paragraph  (d), the omission of a legend shall not affect
the  enforceability  of any part of this Rights  Agreement  or the rights of any
holder of the Rights.


                                      -8-




     (e)  In the event  that the Company  purchases  or  otherwise  acquires any
shares of Common Stock after the Record Date but prior to the Distribution Date,
any Rights  associated with such shares of Common Stock shall be deemed canceled
and  retired so that the Company  shall not be  entitled to exercise  any Rights
associated with the shares of Common Stock which are no longer outstanding.

     (f)  As soon as practicable after the Distribution Date,  the Company shall
prepare  and  execute  and  the  Rights  Agent  will  countersign  and  send  by
first-class,  insured, postage prepaid mail, to each record holder of the Common
Stock as of the close of business on the  Distribution  Date,  at the address of
such  holder  shown  on  the  records  of  the  Company,   one  or  more  Rights
Certificates,  evidencing  one  Right for each  share of  Common  Stock so held,
subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights  per share of Common  Stock has been made  pursuant  to Section
11(p)  hereof,  at the time of  distribution  of the  Rights  Certificates,  the
Company may make  appropriate  rounding  adjustments (in accordance with Section
14(a)  hereof) so that Rights  Certificates  representing  only whole numbers of
Rights are distributed and cash is paid in lieu of any fractional  Rights. As of
and after the  Distribution  Date,  the Rights will be evidenced  solely by such
Rights Certificates.

     Section 4.     Form of Rights Certificates.
                    ---------------------------

     (a)  The Rights Certificates (and the forms of election to  purchase and of
assignment to be printed on the reverse  thereof) shall each be substantially in
the form set forth in Exhibit B 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, rule
or  regulation  or  with  any  rule  or  regulation  of any  stock  exchange  or
interdealer quotation system on which the Rights may from time to time be listed
or quoted,  or to conform to usage.  Subject to the provisions of Section 11 and
Section 22 hereof, the Rights Certificates,  whenever distributed, shall entitle
the holders thereof to purchase such number of one  one-hundredths of a share of
Preferred  Stock as shall be set forth  therein  at the price set forth  therein
(such exercise price per one  one-hundredth of a share,  the "Purchase  Price"),
but the amount and type of  securities  purchasable  upon the  exercise  of each
Right and the Purchase  Price thereof shall be subject to adjustment as provided
herein.

     (b)  Any Rights  Certificate issued pursuant to Section 3(f) or  Section 22
hereof that represents Rights  beneficially owned by: (i) an Acquiring Person or
any  Associate  or Affiliate of an  Acquiring  Person,  (ii) a transferee  of an
Acquiring  Person  (or of  any  such  Associate  or  Affiliate)  who  becomes  a
transferee  after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring  Person  (or of  any  such  Associate  or  Affiliate)  who  becomes  a
transferee prior to or concurrently  with the Acquiring Person becoming such and
receives  such  Rights  pursuant  to either (A) a transfer  (whether  or not for
consideration)  from the Acquiring Person to holders of equity interests in such
Acquiring  Person  or to any  Person  with whom such  Acquiring  Person  has any
continuing  agreement,  arrangement or  understanding  regarding the transferred
Rights or (B) a transfer  which the Board of Directors has determined is part of
a plan,  arrangement or  understanding  which has as a primary purpose or effect
avoidance of Section 7(e) hereof,  and any Rights Certificate issued pursuant to
Section 6 or Section 11 hereof upon transfer, exchange,


                                      -9-




replacement  or adjustment of any other Rights  Certificate  referred to in this
sentence, shall contain (to the extent feasible) the following legend:

      The  Rights  represented  by  this  Rights  Certificate  are  or  were
      beneficially  owned  by a Person  who was or  subsequently  became  an
      Acquiring  Person or an Affiliate or Associate of an Acquiring  Person
      (as such terms are defined in the Rights Agreement). Accordingly, this
      Rights  Certificate and the Rights  represented  hereby may become, or
      may already have become, null and void in the circumstances  specified
      in Section 7(e) of such Agreement.

The provisions of Section 7(e) of this Agreement  shall be operative  whether or
not the  foregoing  legend is  contained  on any such  Rights  Certificate.  The
Company shall give notice to the Rights Agent promptly after it becomes aware of
the existence of any Acquiring Person or any Associate or Affiliate thereof.

     Section 5.     Countersignature and Registration.
                    ---------------------------------

     (a)  The Rights Certificates shall be executed on behalf of  the Company by
its  Chairman  of the Board or any Vice  Chairman or its  President  or any Vice
President,  either  manually or by facsimile  signature,  and shall have affixed
thereto the Company's seal or a facsimile thereof which shall be attested by the
Secretary  or an  Assistant  Secretary  of the  Company,  either  manually or by
facsimile  signature.  The  Rights  Certificates  shall be  countersigned  by an
authorized  signatory  of the Rights  Agent,  either  manually  or by  facsimile
signature,  and shall not be valid for any purpose unless so  countersigned.  In
case any officer of the Company  whose manual or facsimile  signature is affixed
to any of the Rights  Certificates shall cease to be such officer of the Company
before  countersignature  by the Rights  Agent and  issuance and delivery by the
Company,  such Rights  Certificates,  nevertheless,  may be  countersigned by an
authorized signatory of the Rights Agent and issued and delivered by the Company
with the same force and effect as though  the  person  who  signed  such  Rights
Certificates  had not  ceased to be such  officer  of the  Company.  Any  Rights
Certificate  may be signed on behalf of the  Company by any person  who,  at the
actual  date of the  execution  of such  Rights  Certificate,  shall be a proper
officer of the Company to sign such Rights Certificate,  although at the date of
the execution of this Rights Agreement any such person was not such an officer.

     (b)  Following  the Distribution Date,  the Rights Agent will keep or cause
to be kept, at its  principal  office or offices  designated as the  appropriate
place for surrender of Rights Certificates upon exercise or transfer,  books for
registration  and transfer of the Rights  Certificates  issued  hereunder.  Such
books shall show the names and addresses of the respective record holders of the
Rights  Certificates,  the number of Rights evidenced on its face by each of the
Rights Certificates and the date of each of the Rights Certificates.

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

     (a)  Subject  to the provisions of Section 4(b),  Section 7(e) and  Section
14 hereof, at any time after the close of business on the Distribution Date, and
at or  prior  to the  close of  business  on the  Expiration  Date,  any  Rights
Certificate or Certificates may be transferred, split up, combined or


                                      -10-




exchanged  for  another  Rights  Certificate  or  Certificates,   entitling  the
registered holder to purchase a like number of one  one-hundredths of a share of
Preferred Stock (or Common Stock, other securities, cash or other assets, as the
case may be) as the Rights Certificate or Certificates surrendered then entitled
such  holder (or  former  holder in the case of a  transfer)  to  purchase.  Any
registered holder desiring to transfer, split up, combine or exchange any Rights
Certificate or Certificates  shall make such request in writing delivered to the
Rights Agent,  and shall surrender the Rights  Certificate or Certificates to be
transferred,  split up, combined or exchanged at the 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  Rights Certificate until the registered holder
shall  have  completed  and  signed  the  certificate  contained  in the form of
assignment  on the  reverse  side of such  Rights  Certificate  and  shall  have
provided such  additional  evidence of the identity of the Beneficial  Owner (or
former  Beneficial  Owner) or Affiliates  or  Associates  thereof as the Company
shall reasonably request.  Thereupon the Rights Agent shall,  subject to Section
4(b), Section 7(e) and Section 14 hereof,  countersign and deliver to the Person
entitled thereto a Rights  Certificate or Rights  Certificates,  as the case may
be, as so  requested.  The Company may require  payment of a sum  sufficient  to
cover any tax or governmental  charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights Certificates.

     (b)  Subject to the provision of Section 4(b), Section 7(e) and  Section 14
hereof,  upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss,  theft,  destruction or mutilation of a Rights
Certificate,  and,  in case of  loss,  theft or  destruction,  of  indemnity  or
security  reasonably  satisfactory to them, and reimbursement to the Company and
the  Rights  Agent  of all  reasonable  expenses  incidental  thereto,  and upon
surrender  to the Rights Agent and  cancellation  of the Rights  Certificate  if
mutilated, the Company will execute and deliver a new Rights Certificate of like
tenor to the Rights Agent for  countersignature  and delivery to the  registered
owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

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

     (a)  Subject to Section 7(e) hereof,   the registered  holder of any Rights
Certificate  may  exercise  the Rights  evidenced  thereby  (except as otherwise
provided   herein   including,   without   limitation,   the   restrictions   on
exercisability set forth in Section 9(c), Section 11(a)(iii),  Section 23(a) and
Section  24(b)  hereof) in whole or in part at any time  after the  Distribution
Date  and at or prior to the  Expiration  Date,  upon  surrender  of the  Rights
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,  along with a
signature guarantee and such other and further documentation as the Rights Agent
may reasonably  request,  together with payment of the aggregate  Purchase Price
with respect to the total number of one  one-hundredths  of a share of Preferred
Stock  (or other  securities,  cash or other  assets,  as the case may be) as to
which such surrendered Rights are then exercisable.

     (b)  The Purchase Price for each one one-hundredth of a share of  Preferred
Stock pursuant to the exercise of a Right shall initially be $50.00 and shall be
subject to  adjustment  from time to time as  provided  in Sections 11 and 13(a)
hereof and shall be payable in lawful  money of the United  States of America in
accordance with paragraph (c) below.


                                      -11-




     (c)  Upon receipt of a Rights Certificate  representing exercisable Rights,
with the  form of  election  to  purchase  and the  certificate  duly  executed,
accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one  one-hundredth  of a share of  Preferred  Stock (or other  shares,
securities,  cash or other  assets,  as the case may be) to be  purchased as set
forth below and an amount  equal to any  applicable  transfer tax required to be
paid by the holder of such  Rights  Certificate  in  accordance  with  Section 9
hereof,  the Rights  Agent shall,  subject to Section  20(k)  hereof,  thereupon
promptly (i) (A) requisition  from any transfer agent of the shares of Preferred
Stock (or make  available,  if the Rights Agent is the  transfer  agent for such
shares)  certificates for the total number of one  one-hundredths  of a share of
Preferred  Stock to be purchased and the Company hereby  irrevocably  authorizes
its transfer agent to comply with all such requests, or (B) if the Company shall
have elected to deposit the total number of shares of Preferred  Stock  issuable
upon exercise of the Rights hereunder with a depositary agent,  requisition from
the  depositary  agent  depositary  receipts  representing  such  number  of one
one-hundredths  of a share of Preferred  Stock as are to be purchased  (in which
case certificates for the shares of Preferred Stock represented by such receipts
shall be  deposited  by the transfer  agent with the  depositary  agent) and the
Company  will  direct the  depositary  agent to comply with such  request,  (ii)
requisition  from the Company the amount of cash,  if any, to be paid in lieu of
fractional  shares in accordance  with Section 14 hereof,  (iii)  promptly after
receipt  of such  certificates  or  depositary  receipts,  cause  the same to be
delivered  to or  upon  the  order  of the  registered  holder  of  such  Rights
Certificate,  registered  in such  name or  names as may be  designated  by such
holder,  and (iv) after receipt thereof,  promptly deliver such cash, if any, to
or upon the order of the  registered  holder  of such  Rights  Certificate.  The
payment of the Purchase Price (as such amount may be reduced pursuant to Section
11(a)(iii) hereof) shall be made in cash or by certified check,  cashier's check
or money  order  payable  to the order of the  Company.  In the  event  that the
Company is obligated to issue other securities  (including  Common Stock) of the
Company,  pay cash and/or  distribute  other property  pursuant to Section 11(a)
hereof,  the Company  will make all  arrangements  necessary  so that such other
securities,  cash and/or other  property are available for  distribution  by the
Rights  Agent,  if and when  appropriate.  The  Company  reserves  the  right to
require,  prior to the occurrence of a Triggering  Event, that upon any exercise
of  Rights,  a number of  Rights  be  exercised  so that  only  whole  shares of
Preferred Stock would be issued.

     (d)  In  case  the  registered   holder  of any  Rights  Certificate  shall
exercise less than all the Rights evidenced  thereby,  a new Rights  Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the  Rights  Agent and  delivered  to, or upon the order of,  the  registered
holder of such Rights  Certificate,  registered  in such name or names as may be
designated by such holder, subject to the provisions of Section 14 hereof.

     (e)  Notwithstanding  anything in this Agreement to the contrary, from  and
after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially
owned by (i) an  Acquiring  Person or an  Associate or Affiliate of an Acquiring
Person,  (ii) a transferee of an Acquiring  Person (or of any such  Associate or
Affiliate) who becomes a transferee  after the Acquiring Person becomes such, or
(iii)  a  transferee  of an  Acquiring  Person  (or of  any  such  Associate  or
Affiliate) who becomes a transferee prior to or concurrently  with the Acquiring
Person  becoming such and receives such Rights pursuant to either (A) a transfer
(whether  or not for  consideration)  from the  Acquiring  Person to  holders of
equity  interests  in such  Acquiring  Person  or to any  Person  with  whom the
Acquiring  Person has any continuing  agreement,  arrangement  or  understanding
regarding


                                      -12-



the  transferred  Rights or (B) a  transfer  which the  Board of  Directors  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
ensure that the  provisions  of this  Section  7(e) and Section  4(b) hereof are
complied  with,  but neither  the  Company  nor the Rights  Agent shall have any
liability  to any holder of Rights  Certificates  or other Person as a result of
the Company's  failure to make any  determinations  with respect to an Acquiring
Person or its Affiliates,  Associates or transferees hereunder.  The Company may
require  (or cause the  Rights  Agent or any  transfer  agent of the  Company to
require)  any  Person  who  submits  a  Rights  Certificate  (or  a  certificate
representing shares of Common Stock that evidences, or but for the provisions of
this Section 7(e) would evidence,  Rights) for transfer on the registry books or
to exercise the Rights  represented  thereby to establish to the satisfaction of
the  Company in its sole  discretion  that such  Rights have not become null and
void pursuant to the provisions of this Section 7(e).

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

     Section 8.     Cancellation and Destruction of Rights Certificates.
                    ---------------------------------------------------

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

     Section 9.     Reservation and Availability of Capital Stock.
                    ---------------------------------------------

     (a)  The Company covenants and agrees that it will cause to be reserved and
kept  available out of its  authorized  and unissued  shares of Preferred  Stock
(and,  following the occurrence of a Triggering Event, out of its authorized and
unissued shares of Common Stock and/or other securities or out of its authorized
and issued shares held in its treasury), the number of shares of Preferred Stock
(and,  following the occurrence of a Triggering Event, Common Stock and/or other
securities) that, as provided in this Agreement,  including  Section  11(a)(iii)
hereof,  will be  sufficient  to permit the exercise in full of all  outstanding
Rights.


                                      -13-




     (b)  So  long  as  the  shares  of  Preferred  Stock  (and,  following  the
occurrence of a Triggering Event, Common Stock and/or other securities) issuable
and  deliverable  upon the  exercise of the Rights may be listed on any national
securities  exchange  or quoted on any  interdealer  quotation  system or by any
nationally  recognized quotation service, the Company shall use its best efforts
to cause, from and after such time as the Rights become exercisable (but only to
the extent that it is reasonably likely that the Rights will be exercised),  all
shares reserved for such issuance to be so listed or quoted upon official notice
of issuance upon such exercise.

     (c)  The  Company  shall  use  its best  efforts  to (i)  file,  as soon as
practicable  following the earliest date after the first occurrence of a Section
11(a)(ii) Event on which the  consideration  to be delivered by the Company upon
exercise of the Rights has been determined in accordance with Section 11(a)(iii)
hereof,  a registration  statement under the Act, with respect to the securities
purchasable upon exercise of the Rights on an appropriate  form, (ii) cause such
registration  statement to become  effective as soon as  practicable  after such
filing, and (iii) cause such registration  statement to remain effective (with a
prospectus at all times meeting the  requirements  of the Act) until the earlier
of (A) the  date as of which  the  Rights  are no  longer  exercisable  for such
securities,  and (B) the Expiration Date. The Company will also take such action
as may be appropriate  under,  or to ensure  compliance  with, the securities or
"blue sky" laws of the various states in connection with the  exercisability  of
the Rights.  The Company may  temporarily  suspend,  for a period of time not to
exceed  ninety  (90) days  after  the date set forth in clause  (i) of the first
sentence of this  Section  9(c),  the  exercisability  of the Rights in order to
prepare and file such registration  statement and permit it to become effective.
Upon any such suspension,  the Company shall make a public announcement  stating
that the exercisability of the Rights has been temporarily suspended, as well as
a public  announcement at such time as the suspension is no longer in effect. In
addition,  if the Company  shall  determine  that a  registration  statement  is
required  following the Distribution  Date, the Company may temporarily  suspend
the exercisability of the Rights until such time as a registration statement has
been declared effective.  Notwithstanding any provision of this Agreement to the
contrary,  the  Rights  shall  not be  exercisable  in any  jurisdiction  if the
requisite  qualification in such jurisdiction shall not have been obtained,  the
exercise  thereof shall not be permitted under  applicable law or a registration
statement (if required) shall not have been declared effective.

     (d)  The Company covenants and agrees that it will take  all such action as
may be  necessary  to  ensure  that all  Preferred  Stock  (and,  following  the
occurrence  of  a  Triggering  Event,  Common  Stock  and/or  other  securities)
delivered upon exercise or exchange of the Rights shall, at the time of delivery
of the  certificates for such shares (subject to payment of the Purchase Price),
be duly and  validly  authorized  and issued  and fully paid and  nonassessable,
including,  without  limitation,  effecting  such changes to the accounts of the
Company as may be necessary to accomplish the foregoing purposes.

     (e)  The  Company  further  covenants and agrees that it will pay when  due
and payable any and all federal and state  transfer  taxes and charges which may
be payable in respect of the issuance or delivery of the Rights Certificates and
of  any   certificates  for  Preferred  Stock  (or  Common  Stock  and/or  other
securities,  as the case may be) upon the exercise of Rights.  The Company shall
not,  however,  be  required  to pay any  transfer  tax which may be  payable in
respect of any  transfer or delivery of Rights  Certificates  to a Person  other
than, or the issuance or delivery of


                                      -14-




certificates  or  depositary  receipts for a number of one  one-hundredths  of a
share of Preferred Stock (or Common Stock and/or other  securities,  as the case
may be) in respect of a name  other than that of, the  registered  holder of the
Rights  Certificates  evidencing Rights  surrendered for exercise or to issue or
deliver  any   certificates   or  depositary   receipts  for  a  number  of  one
one-hundredths  of a share of  Preferred  Stock (or Common  Stock  and/or  other
securities,  as the case may be) in a name  other  than  that of the  registered
holder upon the  exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Rights  Certificate  at the time of
surrender) or until it has been established to the Company's  satisfaction  that
no such tax is due.

     Section 10.    Preferred Stock Record Date.
                    ---------------------------

     Each person in whose name any  certificate  for Preferred  Stock (or Common
Stock and/or other  securities,  as the case may be) is issued upon the exercise
of Rights  shall for all  purposes be deemed to have become the holder of record
of such Preferred  Stock (or Common Stock and/or other  securities,  as the case
may be) represented  thereby on, and such  certificate  shall be dated, the date
upon which the Rights  Certificate  evidencing such Rights was duly  surrendered
and payment of the aggregate  Purchase Price  attributable to the Right (and all
applicable transfer taxes) was made; provided, however, that if the date of such
surrender and payment is a date upon which the Preferred  Stock (or Common Stock
and/or other  securities,  as the case may be) transfer books of the Company are
closed,  such Person  shall be deemed to have  become the record  holder of such
shares  (fractional or otherwise) on, and such  certificate  shall be dated, the
next  succeeding  Business  Day on which the  Preferred  Stock (or Common  Stock
and/or other  securities,  as the case may be) transfer books of the Company are
open.  Prior to the exercise of the Rights  evidenced  thereby,  the holder of a
Rights  Certificate  shall not be entitled to any rights of a shareholder of the
Company  with  respect  to shares  for which the  Rights  shall be  exercisable,
including,  without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

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

     The Purchase Price, the number and kind of shares covered by each Right and
the number of Rights  outstanding are subject to adjustment from time to time as
provided in this Section 11.

     (a)  (i)  In the event the Company shall at any time after the date of this
Agreement  (A)  declare  and pay a dividend on the  Preferred  Stock  payable in
shares of Preferred  Stock,  (B) subdivide the outstanding  Preferred Stock, (C)
combine the outstanding  Preferred Stock into a smaller number of shares, or (D)
issue any shares of its capital  stock in a  reclassification  of the  Preferred
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation),  except
as  otherwise  provided in this  Section  11(a) and  Section  7(e)  hereof,  the
Purchase  Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and the
number and kind of shares of Preferred  Stock or capital stock,  as the case may
be, issuable on such date, shall be proportionately  adjusted so that the holder
of any Right  exercised  after  such time shall be  entitled  to  receive,  upon
payment of the aggregate Purchase Price attributable to the Right, the aggregate
number and kind of shares of Preferred  Stock or capital stock,  as the case may
be, which,


                                      -15-




if such Right had been  exercised  immediately  prior to such date and at a time
when the Preferred  Stock  transfer  books of the Company were open,  the holder
would have owned upon such  exercise  and been  entitled to receive by virtue of
such dividend,  subdivision,  combination or  reclassification.  Such adjustment
shall be made  successively  whenever such an event  occurs.  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 hereof, in the event any Person shall, at
any time after the close of business on the Rights  Dividend  Declaration  Date,
become an Acquiring Person (such an event being referred to herein as a "Section
11(a)(ii)  Event")  then,  promptly  following  the  occurrence  of such Section
11(a)(ii)  Event,  proper provision shall be made so that each holder of a Right
(except as provided below and in Section 7(e) hereof) shall  thereafter have the
right to receive,  upon exercise  thereof in  accordance  with the terms of this
Agreement,  in lieu of a number of one  one-hundredths  of a share of  Preferred
Stock (as  previously  adjusted),  such number of shares of Common  Stock of the
Company as shall equal the result  obtained by (x)  multiplying the then current
Purchase Price by the then number of one  one-hundredths of a share of Preferred
Stock (as  previously  adjusted) for which a Right was  exercisable  immediately
prior to the first  occurrence of a Section  11(a)(ii)  Event,  and (y) dividing
that product (the "Aggregate Purchase Price") by 50% of the Current Market Price
(determined  pursuant to Section  11(d) hereof) per share of Common Stock on the
date of such first occurrence (such number of shares, the "Adjustment  Shares").
Upon such  occurrence,  the Purchase Price per share of Common Stock shall equal
the Aggregate  Purchase  Price  applicable to the Right divided by the number of
Adjustment  Shares  subject to the  Right,  subject  to  further  adjustment  as
appropriate in accordance with Section 11(f) hereof.

     (iii)       In the event  that the number of shares of  Common  Stock which
are authorized by the Company's articles of incorporation but not outstanding or
reserved for issuance  for purposes  other than upon  exercise of the Rights are
not  sufficient to permit the exercise in full of the Rights in accordance  with
the foregoing  subparagraph  (ii) of this Section  11(a),  the Company shall (A)
determine the excess of (1) the value of the Adjustment Shares issuable upon the
exercise of a Right determined as set forth below (the "Current Value") over (2)
the Aggregate Purchase Price attributable to such Right (such excess is referred
to herein as the  "Spread"),  and (B) with  respect  to each Right  (subject  to
Section 7(e) hereof),  make adequate  provision to substitute for the Adjustment
Shares,  upon the  exercise of a Right and payment of the  applicable  Aggregate
Purchase  Price,  (1) cash,  (2) a reduction  in the  Aggregate  Purchase  Price
payable,  (3) shares of Common Stock or other equity  securities  of the Company
(including,  without  limitation,  shares,  or units or fractions of shares,  of
preferred  stock,  such as the  Preferred  Stock,  which,  by  virtue  of having
dividend,  voting and liquidation  rights  substantially  comparable to those of
Common  Stock,  are  deemed  in good  faith by the  Board of  Directors  to have
essentially  the same value as shares of Common  Stock (such  shares or units or
fractions  of shares of  preferred  stock  being  referred  to as "Common  Stock
Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any
combination  of the  foregoing,  having an aggregate  value equal to the Current
Value,  where such aggregate value has been determined by the Board of Directors
based  upon the  advice  of a  nationally  recognized  investment  banking  firm
selected in good faith by the Board of Directors; provided, however, that if the
Company  shall not have made  adequate  provision to deliver  value  pursuant to
clause  (B)  above  within  thirty  days  after  the date on which  the  Section
11(a)(ii) Event


                                      -16-




occurs,  then the Company shall be obligated to deliver,  upon the surrender for
exercise  of a Right and without  requiring  payment of the  Aggregate  Purchase
Price (other than an amount equal to the par value of the shares of Common Stock
to be issued),  shares of Common Stock (to the extent  available),  and then, if
necessary,  shares or fractions  or units of shares of  Preferred  Stock (to the
extent  available),  and then, if necessary,  Common Stock  Equivalents  (to the
extent available) and then, if necessary, cash, which shares, fractions or units
of shares  and/or cash have an  aggregate  value  equal to the Spread  (plus any
amount paid for the shares). If the Board of Directors  determines in good faith
that it is likely that  sufficient  additional  shares of Common  Stock could be
authorized  for  issuance  upon  exercise in full of the Rights,  the thirty day
period set forth  above may be extended  to the extent  necessary,  but not more
than ninety days after the date the Section  11(a)(ii)  Event  occurs,  in order
that the Company may seek  shareholder  approval for the  authorization  of such
additional  shares  (such thirty day period,  as it may be  extended,  is herein
called the  "Substitution  Period").  To the extent  that  action is to be taken
pursuant to the first and/or second  sentences of this Section 11(a) (iii),  the
Company (X) shall  provide,  subject to Section  7(e)  hereof,  that such action
shall apply uniformly to all outstanding Rights to the extent possible,  and (Y)
may  suspend  the  exercisability  of the  Rights  until the  expiration  of the
Substitution  Period  in  order  to seek  such  shareholder  approval  for  such
authorization  of  additional  shares and/or to decide the  appropriate  form of
distribution  to be made  pursuant to such first  sentence and to determine  the
value  thereof.  In the event of any such  suspension,  the Company shall make a
public  announcement  stating  that the  exercisability  of the  Rights has been
temporarily  suspended,  as well as a public  announcement  at such  time as the
suspension is no longer in effect. For purposes of this Section 11(a)(iii),  the
Current  Value of each  Adjustment  Share shall be the Current  Market Price (as
determined  pursuant to Section  11(d)  hereof) per share of the Common Stock on
the date the Section  11(a)(ii)  Event  occurs.  For  purposes  of this  Section
11(a)(iii),  the per share or per unit  value of any  share of  Common  Stock or
Common  Stock  Equivalent  to be delivered  pursuant to this Section  11(a)(iii)
shall be deemed to equal the Current  Market  Price (as  determined  pursuant to
Section  11(d)  hereof)  per share of the Common  Stock on the date the  Section
11(a)(ii) Event occurs,  subject to adjustment as appropriate in accordance with
Section 11(f) hereof.

     (b)  In case the Company  shall  fix  a  record  date  for  the issuance of
rights,  options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase (for a period expiring within sixty (60) calendar days
after such  record  date)  Preferred  Stock (or shares  having the same  rights,
privileges  and  preferences  as the  shares  of  Preferred  Stock  ("Equivalent
Preferred Stock")) or securities  convertible into Preferred Stock or Equivalent
Preferred  Stock  at a price  per  share  of  Preferred  Stock  or per  share of
Equivalent  Preferred  Stock  (or  having a  conversion  price per  share,  if a
security  convertible  into Preferred Stock or Equivalent  Preferred Stock) less
than the Current Market Price (as  determined  pursuant to Section 11(d) hereof)
per share of Preferred  Stock on such record date,  the Purchase  Price to be in
effect after such record date shall be  determined by  multiplying  the Purchase
Price  in  effect  immediately  prior to such  record  date by a  fraction,  the
numerator of which shall be the number of shares of Preferred Stock  outstanding
on such record date, plus the number of shares of Preferred Stock and Equivalent
Preferred Stock which the aggregate offering price of the total number of shares
of Preferred  Stock and/or  Equivalent  Preferred Stock so to be offered (and/or
the aggregate  initial  conversion price of the convertible  securities so to be
offered)  would purchase at such Current  Market Price,  and the  denominator of
which  shall be the  number of shares of  Preferred  Stock  outstanding  on such
record date,  plus the number of  additional  shares of  Preferred  Stock and/or
Equivalent Preferred Stock to be offered for subscription


                                      -17-




or  purchase  (or into which the  convertible  securities  so to be offered  are
initially convertible).  In case such subscription price may be paid by delivery
of  consideration  part or all of which may be in a form other  than  cash,  the
value of such consideration shall be as determined in good faith by the Board of
Directors,  whose determination shall be described in a statement filed with the
Rights Agent. Shares of Preferred Stock and Equivalent  Preferred Stock owned by
or held for the account of the Company shall not be deemed  outstanding  for the
purpose of any such  computation.  Such  adjustment  shall be made  successively
whenever such a record date is fixed, and in the event that such rights, 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  a distribution to all
holders of Preferred Stock (including any such  distribution  made in connection
with a  consolidation  or merger  in which  the  Company  is the  continuing  or
surviving corporation) of evidences of indebtedness,  cash (other than a regular
quarterly  cash  dividend  out of  the  earnings  or  retained  earnings  of the
Company),  assets  (other  than a  dividend  payable  in  Preferred  Stock,  but
including  any  dividend  payable  in  stock  other  than  Preferred  Stock)  or
subscription rights, options or warrants (excluding those referred to in Section
11(b)  hereof),  the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect  immediately  prior to
such  record  date by a fraction,  the  numerator  of which shall be the Current
Market  Price (as  determined  pursuant  to Section  11(d)  hereof) per share of
Preferred  Stock on such record date,  less the fair market value (as determined
in good faith by the Board of Directors,  whose determination shall be described
in a statement  filed with the Rights Agent) of the portion of the cash,  assets
or evidences of indebtedness so to be distributed or of such subscription rights
or warrants  applicable  to a share of Preferred  Stock and the  denominator  of
which shall be such  Current  Market  Price (as  determined  pursuant to Section
11(d)  hereof) per share of  Preferred  Stock.  Such  adjustments  shall be made
successively  whenever  such a record date is fixed,  and in the event that such
distribution  is not so made,  the  Purchase  Price  shall be adjusted to be the
Purchase  Price which would have been in effect if such record date had not been
fixed.

     (d)  (i)    For  the  purpose of  any  computation hereunder,  the  Current
Market  Price per share of  Common  Stock on any date  shall be deemed to be the
average of the daily Closing Price per share of such Common Stock for the thirty
consecutive Trading Days immediately prior to such date; provided, however, that
in the event that the  Current  Market  Price per share of the  Common  Stock is
determined  during a period  following  the  announcement  by the issuer of such
Common Stock of (A) a dividend or  distribution  on such Common Stock payable in
shares of such Common Stock or securities convertible into shares of such Common
Stock   (other  than  the  Rights),   (B)  any   subdivision,   combination   or
reclassification  of such Common Stock or (C) an extraordinary  dividend payable
in cash or assets  (other than  securities  described  in clause  (A)),  and the
ex-dividend or  ex-distribution  date for such dividend or distribution,  or the
record date for such subdivision, combination or reclassification shall not have
occurred prior to the  commencement of the requisite  thirty Trading Day period,
as set forth above,  then, and in each such case, the Current Market Price shall
be properly  adjusted by the Board of  Directors  to reflect the current  market
price  equivalent of the Common Stock.  If the Common Stock is not publicly held
or not so listed or traded,  Current  Market Price per share shall mean the fair
value per share as  determined  in good faith by the Board of  Directors,  whose
determination shall be described in a statement filed with the Rights Agent.


                                      -18-




          (ii)   For  the  purpose  of  any computation  hereunder,  the Current
Market  Price per share (or one  one-hundredth  of a share) of  Preferred  Stock
shall be  determined  in the same manner as set forth above for the Common Stock
in clause (i) of this Section 11(d) (other than the last sentence  thereof).  If
the  Current  Market  Price  per  share  (or one  one-hundredth  of a share)  of
Preferred  Stock cannot be  determined  in the manner  provided  above or if the
Preferred  Stock is not publicly held or listed or traded in a manner  described
in clause (i) of this  Section  11(d),  the  Current  Market  Price per share of
Preferred  Stock shall be  conclusively  deemed to be an amount equal to 100 (as
such number may be appropriately adjusted for such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock occurring after
the date of this Agreement)  multiplied by the Current Market Price per share of
the  Common  Stock.  If  neither  the Common  Stock nor the  Preferred  Stock is
publicly  held or so listed or  traded,  Current  Market  Price per share of the
Preferred  Stock shall mean the fair value per share as determined in good faith
by the Board of Directors, whose determination shall be described in a statement
filed with the Rights  Agent.  For all purposes of this  Agreement,  the Current
Market Price of one  one-hundredth  of a share of Preferred Stock shall be equal
to the Current Market Price of one share of Preferred Stock divided by 100.

     (e)  Anything herein to the contrary notwithstanding,  no adjustment in the
Purchase  Price  shall be  required  unless  such  adjustment  would  require an
increase  or  decrease  of at least  one  percent  (1%) in the  Purchase  Price;
provided,  however,  that any adjustments  which by reason of this Section 11(e)
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment.  All calculations under this Section 11 shall be made
to the nearest cent or to the nearest ten-thousandth of a share of Common Stock,
Preferred Stock or other capital stock, as the case may be.

     (f)  If as a result of an  adjustment  made  pursuant to  Section 11(a)  or
Section 13(a) hereof, the holder of any Right thereafter  exercised shall become
entitled to receive  any shares of capital  stock  other than  Preferred  Stock,
thereafter  the number of such other shares so  receivable  upon exercise of any
Right,  the Purchase  Price thereof and the number of Rights shall be subject to
adjustment  from time to time in a manner and on terms as nearly  equivalent  as
practicable to the provisions  with respect to the Preferred  Stock contained in
Sections  11(a),  (b),  (c),  (e),  (g),  (h),  (i),  (j),  (k) and (m), and the
provisions  of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred
Stock shall apply on like terms to any such other shares  (except as provided in
Section 14(c) hereof),  provided that in no event shall the amount of the Spread
as determined pursuant to Section 11(a)(iii) be adjusted.

     (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 per one  one-hundredth  of a share of
Preferred Stock, the number of one  one-hundredths of a share of Preferred Stock
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.

     (h)  Unless  the Company shall have  exercised its election as provided  in
Section  11(i),  upon each  adjustment of the Purchase  Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding  immediately
prior to the making of such adjustment shall thereafter


                                      -19-




evidence  the  right  to  purchase,  at the  adjusted  Purchase  Price  per  one
one-hundredth of a share of Preferred Stock,  that number of one  one-hundredths
of a share of Preferred Stock (calculated to the nearest one-millionth) obtained
by (i) multiplying (A) the number of one  one-hundredths of a share covered by a
Right immediately prior to this adjustment,  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 share of Preferred Stock purchasable upon the
exercise of a Right. Each of the Rights  outstanding after the adjustment in the
number of Rights shall be exercisable for the number of one  one-hundredths of a
share of Preferred Stock for which a Right was exercisable  immediately prior to
such  adjustment.  Each Right  held of record  prior to such  adjustment  of the
number of Rights shall become that number of Rights  (calculated  to the nearest
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  and shall give  simultaneous  written notice to the Rights
Agent of its election to adjust the number of Rights, indicating the record date
for the  adjustment,  and, if known at the time, the amount of the adjustment to
be  made.  This  record  date may be the date on  which  the  Purchase  Price is
adjusted  or any day  thereafter,  but,  if the  Rights  Certificates  have been
issued,  shall  be at  least  ten  days  later  than  the  date  of  the  public
announcement.  If Rights  Certificates have been issued, upon each adjustment of
the number of Rights  pursuant to this  Section  11(i),  the Company  shall,  as
promptly as practicable,  cause to be distributed to holders of record of Rights
Certificates  on such  record date Rights  Certificates  evidencing,  subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Rights  Certificates  held by such holders prior to the date of adjustment,  and
upon  surrender  thereof,  if required by the Company,  new Rights  Certificates
evidencing  all the Rights to which such  holders  shall be entitled  after such
adjustment.  Rights Certificates so to be distributed shall be issued,  executed
and countersigned in the manner provided for herein (and may bear, at the option
of the Company,  the adjusted  Purchase  Price) and shall be  registered  in the
names of the  holders  of record  of  Rights  Certificates  on the  record  date
specified in the public announcement.

     (j)  Irrespective of any adjustment or change in the Purchase Price or  the
number of one  one-hundredths  of a share of Preferred  Stock  issuable upon the
exercise of the  Rights,  the Rights  Certificates  theretofore  and  thereafter
issued may continue to express the  Purchase  Price per one  one-hundredth  of a
share and the number of one  one-hundredths  of a share which were  expressed in
the initial Rights Certificates issued hereunder.

      (k) Notwithstanding  anything  in  this  Agreement  to the  contrary,  the
consideration  to be  paid  upon  exercise  of  one  Right  as a  result  of any
adjustment  hereunder  shall  not be less  than the  aggregate  par value of the
shares of capital stock issuable upon exercise of such Right.  Before taking any
action  that  would  cause  such an  adjustment,  the  Company  shall  take such
corporate  action  which shall,  in the opinion of its counsel,  be necessary in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
nonassessable  capital stock upon exercise of a Right.  If, upon any exercise of
the  Rights,  a holder is to receive a  combination  of Common  Stock and Common
Stock


                                      -20-




Equivalents, a portion of the consideration paid upon such exercise, equal to at
least the then par value of a share of Common  Stock,  shall be allocated as the
payment for each share of Common Stock so received.

     (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 share of Preferred Stock and other capital stock or
securities  of the Company,  if any,  issuable upon such exercise over and above
the number of one one-hundredths of a share of Preferred Stock and other capital
stock or securities of the Company,  if any,  issuable upon such exercise on the
basis of the  Purchase  Price in  effect  prior  to such  adjustment;  provided,
however,  that the  Company  shall  deliver  to such  holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares  (fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.

     (m)  Anything  in this  Section 11 to  the  contrary  notwithstanding,  the
Company, by resolution of its Board of Directors, shall be entitled to make such
reductions in the Purchase  Price,  in addition to those  adjustments  expressly
required  by this  Section  11,  as and to the  extent  that in its  good  faith
judgment  the Board of Directors  shall  determine to be advisable in order that
any (i)  consolidation  or  subdivision  of the Preferred  Stock,  (ii) issuance
wholly for cash of any shares of Preferred Stock at less than the Current Market
Price, (iii) issuance wholly for cash of shares of Preferred Stock or securities
which  by their  terms  are  convertible  into or  exchangeable  for  shares  of
Preferred  Stock,  (iv) stock  dividends or (v)  issuance of rights,  options or
warrants  referred  to in this  Section  11,  hereafter  made by the  Company to
holders of its Preferred Stock shall not be taxable to such shareholders.

     (n)  The Company covenants and agrees that it shall not, at any time  after
the Distribution  Date and so long as the Rights have not been redeemed pursuant
to Section 23 hereof or exchanged pursuant to Section 24 hereof, (i) consolidate
with any other Person  (other than a Subsidiary  of the Company in a transaction
which  complies  with Section 11(o)  hereof),  (ii) merge with or into any other
Person (other than a Subsidiary of the Company in a transaction  which  complies
with Section 11(o) hereof),  or (iii) sell or transfer (or permit any Subsidiary
to sell or transfer),  in one transaction,  or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its  Subsidiaries  (taken as a whole) to any other  Person or
Persons  (other than the Company and/or any of its  Subsidiaries  in one or more
transactions  each of which complies with Section 11(o)  hereof),  if (x) at the
time of or immediately  after such  consolidation,  merger or sale there are any
articles  of  incorporation  or bylaw  provisions  or rights,  warrants or other
instruments  or  securities  outstanding  or  agreements  in effect  which would
substantially  diminish  or  otherwise  eliminate  the  benefits  intended to be
afforded by the Rights, (y) prior to,  simultaneously  with or immediately after
such consolidation,  merger, sale or other transaction,  the shareholders of the
Person who constitutes,  or would constitute, the "Principal Party" for purposes
of Section 13(a) hereof shall have received a distribution of Rights  previously
owned by such Person or any of its  Affiliates and Associates or (z) the form or
nature of  organization  of the  Principal  Party  would  preclude  or limit the
exercise of Rights or otherwise diminish or substantially eliminate the benefits
intended to be afforded by the Rights.


                                      -21-




     (o)  The Company covenants and agrees that, after the Distribution Date, it
will not,  except as permitted  by Section 23,  Section 24 or Section 27 hereof,
take (or permit any Subsidiary to take) any action if at the time such action is
taken it is reasonably  foreseeable that such action will diminish substantially
or otherwise eliminate the benefits intended to be afforded by the Rights.

     (p)  Anything in this  Agreement to the contrary  notwithstanding,  in  the
event that the Company shall at any time after the Rights  Dividend  Declaration
Date  and  prior  to  the  Distribution  Date  (i)  declare  a  dividend  on the
outstanding  shares of Common  Stock  payable  in shares of Common  Stock,  (ii)
subdivide  the  outstanding  shares  of  Common  Stock,  or  (iii)  combine  the
outstanding  shares of Common Stock into a smaller number of shares,  the number
of Rights associated with each share of Common Stock then outstanding, or issued
or  delivered   thereafter  but  prior  to  the  Distribution   Date,  shall  be
proportionately adjusted so that the number of Rights thereafter associated with
each  share of Common  Stock  following  any such event  shall  equal the result
obtained  by  multiplying  the  number of Rights  associated  with each share of
Common  Stock  immediately  prior to such event by a fraction  the  numerator of
which  shall  be  the  total  number  of  shares  of  Common  Stock  outstanding
immediately  prior to the  occurrence of the event and the  denominator of which
shall be the total  number of shares  of Common  Stock  outstanding  immediately
following the occurrence of such event (the "Adjustment  Fraction").  In lieu of
such  adjustment  in the  number of Rights  associated  with one share of Common
Stock,  the  Company may elect to adjust the number of one  one-hundredths  of a
share of  Preferred  Stock  purchasable  upon the  exercise of one Right and the
Purchase  Price.  If the Company  makes such an  election,  the number of Rights
associated with one share of Common Stock shall remain unchanged, and the number
of one one-hundredths of a share of Preferred Stock purchasable upon exercise of
one Right and the Purchase Price shall be  proportionately  adjusted so that (i)
the number of one  one-hundredths of a share of Preferred Stock purchasable upon
exercise of a Right  following  such  adjustment  shall equal the product of the
number of one  one-hundredths  of a share of Preferred  Stock  purchasable  upon
exercise  of a Right  immediately  prior to such  adjustment  multiplied  by the
Adjustment  Fraction and (ii) the Purchase Price following such adjustment shall
equal the product of the Purchase  Price  immediately  prior to such  adjustment
multiplied by the  Adjustment  Fraction.  The  adjustments  provided for in this
Section 11(p) shall be made successively  whenever such a dividend,  subdivision
or combination is effected.

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

     Whenever  an  adjustment  is made as  provided in Section 11 and Section 13
hereof, the Company shall (a) promptly prepare a certificate  setting forth such
adjustment and a brief  statement of the facts  accounting for such  adjustment,
(b) promptly  file with the Rights Agent,  and with each transfer  agent for the
Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a
brief summary  thereof to each holder of a Rights  Certificate  (or, if prior to
the Distribution  Date, to each holder of a certificate  representing  shares of
Common  Stock)  in  accordance  with  Section  26  hereof.  Notwithstanding  the
foregoing sentence,  the failure of the Company to make such certificate or give
such notice shall not affect the validity or force or effect of such adjustment.
The Rights Agent shall be fully protected in relying on any such certificate and
on any adjustment therein contained.


                                      -22-





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

     (a)  In  the event  that,  at any time after the Stock  Acquisition   Date,
directly or indirectly,  (i) the Company shall  consolidate  with, or merge with
and into,  any  other  Person  (other  than a  Subsidiary  of the  Company  in a
transaction which complies with Section 11(o) hereof), and the Company shall not
be the continuing or surviving corporation of such consolidation or merger, (ii)
any Person  (other  than a  Subsidiary  of the  Company in a  transaction  which
complies with Section 11(o)  hereof)  shall  consolidate  with, or merge with or
into,  the  Company,  and the  Company  shall  be the  continuing  or  surviving
corporation  of such  consolidation  or  merger  and,  in  connection  with such
consolidation or merger,  all or part of the outstanding  shares of Common Stock
shall be changed into or exchanged  for stock or other  securities  of any other
Person (or the  Company)  or cash or any other  property,  or (iii) the  Company
shall sell or otherwise  transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer),  in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries  (taken as a whole) to any Person or Persons
(other  than  the  Company  or any  Subsidiary  of the  Company  in one or  more
transactions  each of which  complies  with Section 11(o) hereof) (such an event
described in (i), (ii) or (iii) above being  referred to herein as "a Section 13
Event"),  then,  upon the  first  occurrence  of such  event  (except  as may be
contemplated by 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 in accordance
with the terms of this Agreement,  such number of validly authorized and issued,
fully paid,  non-assessable  and freely  tradable  shares of Common Stock of the
Principal Party (as such term is hereinafter defined), not subject to any liens,
encumbrances,  rights of call or first refusal or other adverse claims, as shall
be equal to the result  obtained by (1)  multiplying  the then current  Purchase
Price by the  number of one  one-hundredths  of a share of  Preferred  Stock for
which a Right is  exercisable  immediately  prior to the first  occurrence  of a
Section 13 Event (or, if a Section  11(a)(ii)  Event has  occurred  prior to the
first  occurrence  of a Section  13 Event,  multiplying  the  number of such one
one-hundredths of a share for which a Right was exercisable immediately prior to
the first  occurrence  of a Section  11(a)(ii)  Event by the  Purchase  Price in
effect immediately prior to such first occurrence), and dividing that product by
(2) 50% of the Current  Market Price  (determined  pursuant to Section  11(d)(i)
hereof)  per share of the Common  Stock of such  Principal  Party on the date of
consummation  of such Section 13 Event,  provided  that the  Purchase  Price per
share of Common Stock of such Principal Party and the number of shares of Common
Stock of such  Principal  Party  issuable  upon  exercise of each Right shall be
further  adjusted as provided in Section 11(f) of this  Agreement to reflect any
events  occurring  in respect  of such  Principal  Party  after the date 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;  (D) such
Principal  Party  shall  take such steps  (including,  but not  limited  to, the
reservation of a sufficient  number of shares of its Common Stock) in connection
with the consummation of any such transaction as may be necessary to assure that
the provisions  hereof shall  thereafter be applicable,  as nearly as reasonably
may be, in relation to its shares of Common Stock  thereafter  deliverable  upon
the exercise of the Rights;  and (E) the provisions of Section  11(a)(ii) hereof
shall be of no effect following the first occurrence of any Section 13 Event.


                                      -23-




     (b)  "Principal Party" shall mean

          (i)    in the case  of  any  transaction  described  in  clause (i) or
(ii) of the first sentence of Section  13(a):  (A) the Person that is the issuer
of any securities into which shares of Common Stock of the Company are converted
in such merger or consolidation,  or if there is more than one such issuer,  the
issuer of the shares of Common  Stock which has the  greatest  aggregate  market
value,  or (B) if no securities are so issued,  (1) the Person that is the other
party to the merger,  if such Person survives said merger,  or, if there is more
than one such  Person,  the Person  the shares of Common  Stock of which has the
greatest  aggregate market value or (2) if the Person that is the other party to
the merger does not survive the merger,  the Person that does survive the merger
(including  the Company if it  survives)  or (3) the Person  resulting  from the
consolidation; and

          (ii)   in the case of any transaction described in clause (iii) of the
first  sentence of Section  13(a),  the Person that is the party  receiving  the
greatest  portion of the assets or earning  power  transferred  pursuant to such
transaction  or  transactions  or,  if  each  Person  that  is a  party  to such
transaction or  transactions  receives the same portion of the assets or earning
power so  transferred  or if the Person  receiving  the greatest  portion of the
assets or earning  power cannot be  determined,  whichever of such Persons as is
the issuer of the shares of Common Stock having the  greatest  aggregate  market
value;

provided,  however, that in any such case, if the Common Stock of such Person is
not at such time and has not been  continuously  over the preceding  twelve (12)
month period  registered  under  Section 12 of the Exchange Act, and (1) if such
Person is a direct or indirect  Subsidiary of another Person the Common Stock of
which is and has been so registered, "Principal Party" shall refer to such other
Person; (2) if such Person is a Subsidiary, directly or indirectly, of more than
one  Person,  the  Common  Stock  of two or more of which  are and have  been so
registered,  "Principal  Party"  shall refer to whichever of such Persons is the
issuer of the Common Stock having the greatest  aggregate  market value; and (3)
if such Person is owned,  directly or  indirectly,  by a joint venture formed by
two or more  Persons  that are not owned,  directly or  indirectly,  by the same
Person,  the rules set  forth in (1) and (2)  above  shall  apply to each of the
chains of  ownership  having an interest in such joint  venture as if such party
were a  "Subsidiary"  of both or all of such joint  venturers  and the Principal
Parties in each such chain shall bear the  obligations set forth in this Section
13 in the same ratio as their  direct or indirect  interests in such Person bear
to the total of such interests.

     (c)  The Company shall not consummate any such consolidation, merger,  sale
or transfer  unless the Principal  Party covenants and agrees that it will cause
to be reserved and kept available out of its  authorized and unissued  shares of
Common Stock or out of its  authorized  and issued  shares held in its treasury,
the number of shares of its Common Stock that will be  sufficient  to permit the
exercise  in full of all  outstanding  Rights  under 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  confirming  that the
requirements  set forth in  paragraphs  (a) and (b) of this  Section 13 shall be
promptly performed in accordance with their terms and further providing that, as
soon as practicable after executing such agreement  pursuant to this Section 13,
the Principal Party will:


                                      -24-





          (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 Expiration Date and similarly  comply with  applicable  state
securities laws;

          (ii)   use its best efforts,  if the  shares  of  Common  Stock of the
Principal Party shall be listed or admitted to trading on a national  securities
exchange or The Nasdaq Stock Market to list or admit to trading (or continue the
listing  of) the Rights and the  securities  purchasable  upon  exercise  of the
Rights on such securities exchange or The Nasdaq Stock Market and, if the shares
of Common  Stock of the  Principal  Party  shall not be so listed or admitted to
trading, to cause the Rights and the securities purchasable upon exercise of the
Rights to be eligible for trading in the over-the-counter market and reported by
such other system then in use;

          (iii)  deliver  to   holders  of   the  Rights   historical  financial
statements for the Principal  Party and each of its  Affiliates  which comply in
all respects with the requirements for registration on Form 10 (or any successor
form) under the Exchange Act; and

          (iv)   obtain  waivers  of any rights of first  refusal or  preemptive
rights in respect of the shares of Common Stock of the  Principal  Party subject
to purchase upon exercise of outstanding Rights.

The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section  11(a)(ii)  Event, the
Rights  which  have not  theretofore  been  exercised  shall  thereafter  become
exercisable in the manner described in Section 13(a).

     (d)  Notwithstanding  anything in this Agreement to the contrary,   Section
13 shall not be applicable to a transaction  described in subparagraphs  (i) and
(ii) of Section 13(a) if (i) such  transaction is  consummated  with a Person or
Persons who acquired shares of Common Stock pursuant to a Qualifying Offer (or a
wholly owned Subsidiary of any such Person or Persons), (ii) the price per share
of Common Stock offered in such transaction is not less than the price per share
of Common  Stock paid to all holders of shares of Common Stock whose shares were
purchased  pursuant to such Qualifying Offer and (iii) the form of consideration
being  offered to the  remaining  holders of shares of Common Stock  pursuant to
such transaction is the same as the form of consideration  paid pursuant to such
Qualifying Offer. Upon consummation of any such transaction contemplated by this
Section 13(d), all Rights hereunder shall expire.

     Section 14.    Fractional Rights and Fractional Shares.
                    ---------------------------------------

     (a)  The  Company  shall not  be  required  to issue  fractions  of Rights,
except prior to the Distribution Date as provided in Section 11(p) hereof, or to
distribute  Rights  Certificates or scrip which evidence  fractional  Rights. In
lieu of such fractional Rights, there shall be paid to the registered holders of
the Rights  Certificates  with  regard to which  such  fractional  Rights  would
otherwise  be  issuable,  an amount in cash  equal to the same  fraction  of the
current market value of a whole Right.  For purposes of this Section 14(a),  the
current market value of a whole Right shall be


                                      -25-




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.

     (b)  The  Company  shall not be required to issue  fractions  of  shares of
Preferred Stock (other than, except as provided in Section 7(c), fractions which
are integral  multiples of one one-hundredth of a share of Preferred Stock) upon
exercise of the Rights or to distribute  certificates which evidence  fractional
shares of Preferred Stock (other than fractions which are integral  multiples of
one  one-hundredth  of a share of  Preferred  Stock).  Fractions  of  shares  of
Preferred  Stock  in  integral  multiples  of one  one-hundredth  of a share  of
Preferred Stock 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 all the rights,  privileges and
preferences  to which they are  entitled as  beneficial  owners of the shares of
Preferred Stock represented by such depositary  receipts.  In lieu of fractional
shares of Preferred Stock that are not integral  multiples of one  one-hundredth
of a share of Preferred Stock, the Company may pay to the registered  holders of
Rights  Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same  fraction  of the current  market  value of one
one-hundredth of a share of Preferred Stock. For purposes of this Section 14(b),
the current  market value of one  one-hundredth  of a share of  Preferred  Stock
shall be one  one-hundredth  of the Closing Price of a share of Preferred  Stock
(as  determined  pursuant  to Section  11(d)(ii)  hereof)  for the  Trading  Day
immediately prior to the date of such exercise.

     (c)  Following the occurrence of a Triggering Event, the Company  shall not
be  required  to issue  fractions  of  shares  of  Common  Stock,  Common  Stock
Equivalents  or other  securities  upon exercise of the Rights or an exchange of
Rights  for  Common  Stock  pursuant  to  Section  24  hereof  or to  distribute
certificates  which  evidence  fractional  shares of Common Stock,  Common Stock
Equivalents or other  securities.  In lieu of fractional shares of Common Stock,
Common  Stock  Equivalents  or  other  securities,  the  Company  may pay to the
registered holders of Rights  Certificates at the time such Rights are exercised
as herein  provided an amount in cash equal to the same  fraction of the current
market value of one (1) share of Common Stock, Common Stock Equivalents or other
securities.  For purposes of this Section 14(c),  the current market value shall
be the Closing Price (as determined pursuant to Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of such exercise or the record date of
exchange, as the case may be.

     (d)  The  holder  of a Right  by the  acceptance  of the  Rights  expressly
waives his right to receive any fractional  Rights or any fractional shares upon
exercise or exchange of a Right, except as permitted by this Section 14.

     Section 15.    Rights of Action.
                    ----------------

     All rights of action in respect of this Agreement, other than rights of
action vested in the Rights Agent  pursuant to Section 18 hereof,  are vested in
the respective  registered holders of the Rights Certificates (and, prior to the
Distribution  Date,  the  registered  holders  of the  Common  Stock);  and  any
registered holder of any Rights Certificate (or, prior to the Distribution Date,
of the Common  Stock),  without the consent of the Rights Agent or of the holder
of any other Rights  Certificate  (or,  prior to the  Distribution  Date, of the
Common Stock), may, in his own behalf and for his own benefit,  enforce, and may
institute and maintain any suit, action or proceeding against the


                                      -26-




Company to enforce,  or  otherwise  act in respect of, his right to exercise the
Rights  evidenced  by such  Rights  Certificate  in the manner  provided in such
Rights Certificate and in this Agreement.  Without limiting the foregoing or any
remedies  available to the holders of Rights,  it is  specifically  acknowledged
that the  holders  of Rights  would not have an  adequate  remedy at law for any
breach of this  Agreement and shall be entitled to specific  performance  of the
obligations  hereunder  and  injunctive  relief  against  actual  or  threatened
violations of the obligations hereunder of any Person subject to this Agreement.
After a  Triggering  Event,  holders of Rights  shall be entitled to recover the
reasonable costs and expenses,  including  attorneys' fees,  incurred by them in
any action to enforce the provisions of this Agreement.

     Section 16.    Agreement of Rights Holders.
                    ---------------------------

     Every holder of a Right by accepting  the same consents and agrees with the
Company and the Rights Agent and with every other holder of a Right that:

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

     (b)  after the Distribution Date,  the Rights Certificates are transferable
only on the registry  books of the Rights Agent if  surrendered at the principal
office or  offices  of the  Rights  Agent  designated  for such  purposes,  duly
endorsed  or  accompanied  by a  proper  instrument  of  transfer  and  with the
appropriate forms and certificates fully executed;

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

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

     Section 17.    Rights Certificate Holder Not Deemed a Shareholder.
                    --------------------------------------------------

     No holder,  as such, of any Rights  Certificate  shall be entitled to vote,
receive  dividends  or be deemed for any purpose the holder of the number of one
one-hundredths  of a share of  Preferred  Stock or any other  securities  of the
Company which may at any time be issuable upon the exercise


                                      -27-




of the Rights represented thereby, nor shall anything contained herein or in any
Rights  Certificate  be  construed  to  confer  upon the  holder  of any  Rights
Certificate,  as such,  any of the rights of a 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 subscription  rights,  or otherwise,  until the Right or Rights  evidenced by
such  Rights  Certificate  shall  have been  exercised  in  accordance  with the
provisions hereof.

     Section 18.    Concerning the Rights Agent.
                    ---------------------------

     (a)  The  Company  agrees to pay to the Rights Agent such  compensation  as
shall be agreed to in writing  between the Company and the Rights  Agent for all
services  rendered  by it  hereunder  and,  from time to time,  on demand of the
Rights Agent, its reasonable costs, charges, advances, expenses and counsel fees
and disbursements and other  disbursements  incurred in the  administration  and
execution  of this  Agreement  and the exercise  and  performance  of its duties
hereunder.  The Company  also agrees to  indemnify  the Rights Agent for, and to
hold it harmless  against,  any loss,  liability,  or expense,  incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection  with the  acceptance
and  administration  of this  Agreement,  including  the costs and  expenses  of
defending against any claim of liability in the premises  (including  reasonable
counsel fees and expenses).

     (b)  The  Rights Agent shall be protected and shall incur no liability  for
or in respect of any action taken,  suffered or omitted by it in connection with
its  administration of this Agreement in reliance upon any Rights Certificate or
certificate for Common Stock or for other securities of the Company,  instrument
of assignment or transfer, power of attorney,  endorsement,  affidavit,  letter,
notice, direction, consent,  certificate,  statement, or other paper or document
reasonably  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
corporate trust or stock transfer  business of the Rights Agent or any successor
Rights  Agent  (including,  without  limitation,  through a  purchase  of all or
substantially  all of the  assets  relating  to  such  business),  shall  be the
successor  to the Rights  Agent under this  Agreement  without the  execution or
filing of any paper or any further act on the part of any of the parties hereto;
provided,  however, that such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21 hereof. In case at the
time such  successor  Rights Agent shall  succeed to the agency  created by this
Agreement,  any of the Rights Certificates shall have been countersigned but not
delivered,  any such successor Rights Agent may adopt the  countersignature of a
predecessor Rights Agent and deliver such Rights  Certificates so countersigned;
and in case at that  time any of the  Rights  Certificates  shall  not have been
countersigned,   any  successor   Rights  Agent  may  countersign   such  Rights
Certificates either in the


                                      -28-




name of the predecessor or in the name of the successor Rights Agent; and in all
such cases such Rights  Certificates  shall have the full force  provided in the
Rights Certificates and in this Agreement.

     (b)  In case at any time the name of the Rights Agent shall be  changed and
at such time any of the Rights  Certificates  shall have been  countersigned but
not delivered,  the Rights Agent may adopt the countersignature  under its prior
name and deliver Rights Certificates so countersigned;  and in case at that time
any of the Rights  Certificates  shall not have been  countersigned,  the Rights
Agent may countersign  such Rights  Certificates  either in its prior name or in
its changed name; and in all such cases such Rights  Certificates shall have the
full force provided in the Rights Certificates and in this Agreement.

     Section 20.    Duties of Rights Agent.
                    ----------------------

     The Rights  Agent  undertakes  the duties and  obligations  imposed by this
Agreement upon the following terms and  conditions,  by all of which the Company
and the holders of Rights  Certificates,  by their acceptance thereof,  shall be
bound:

     (a)  The  Rights Agent  may  consult  with legal counsel  (who may be legal
counsel  for the  Company),  and the opinion of such  counsel  shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

     (b)  Whenever in the  performance  of its duties under this  Agreement  the
Rights  Agent  shall  deem it  necessary  or  desirable  that any fact or matter
(including,  without  limitation,  the identity of any Acquiring  Person and the
determination of "Current Market Price") be proved or established by the Company
prior to taking or omitting any action  hereunder,  such fact or matter  (unless
other  evidence in respect  thereof be herein  specifically  prescribed)  may be
deemed to be conclusively  proved and established by a certificate signed by the
Chairman of the Board, any Vice Chairman, 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 omitted in good
faith by it under  the  provisions  of this  Agreement  in  reliance  upon  such
certificate.

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

     (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,  the Summary of
Rights or in the Rights  Certificates  or be required to verify the same (except
as to its countersignature on such Rights Certificates), but all such statements
and recitals are and shall be deemed to have been made by the Company only.

     (e)  The Rights Agent shall not be under any  responsibility  in respect of
the validity of this Agreement or the execution and delivery  hereof (except the
due  execution  hereof by the Rights  Agent) or in respect  of the  validity  or
execution of any Rights Certificate (except its countersignature  thereof);  nor
shall it be  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


                                      -29-




responsible  for any  adjustment  required under the provisions of Section 11 or
Section 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
Rights Certificates after actual notice of any such adjustment); nor shall it by
any act  hereunder  be deemed to make any  representation  or warranty as to the
authorization or reservation of any shares of Common Stock or Preferred Stock to
be issued pursuant to this Agreement or any Rights  Certificate or as to whether
any shares of Common Stock or Preferred Stock will,  when so issued,  be validly
authorized and issued, fully paid and nonassessable.  The Rights Agent shall not
be  accountable   for  the  use  by  the  Company  of  any  Rights   Certificate
countersigned  and delivered to the Company in accordance with this Agreement or
any  certificate for Common Stock or Preferred Stock delivered to the Company in
accordance with this Agreement.

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

     (g)  The  Rights  Agent  is  hereby   authorized  and  directed  to  accept
instructions  with respect to the  performance of its duties  hereunder from the
Chairman of the Board, any Vice Chairman, the President, any Vice President, the
Secretary,  any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the  Company,  and to apply to such  officers  for  advice  or  instructions  in
connection  with its duties,  and it shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance  with  instructions of any
such  officer.  The Rights Agent shall incur no liability for any delay that may
result from its request for advice or instructions as specified above.

     (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 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 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.


                                      -30-



     (k)  If, with  respect to any Rights Certificate  surrendered to the Rights
Agent  for  exercise  or  transfer,  the  certificate  attached  to the  form of
assignment  or form of election to purchase,  as the case may be, has either not
been  completed  or  indicates  an  affirmative  response  to  clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.

     (l)  The  Rights  Agent  shall  have  no responsibility to the Company, any
holders of Rights or any holders of Common Stock for interest or earnings on any
monies held by the Rights Agent pursuant to this Agreement.

     (m)  The Rights Agent  shall not be required to take notice or be deemed to
have notice of any event or condition hereunder,  including, but not limited to,
a Distribution  Date, a Redemption Date, any adjustment of the Purchase Price or
the Common Stock,  the existence of an Acquiring Person or a Beneficial Owner or
any other event or condition that may require action by the Rights Agent, unless
the Rights  Agent shall be  specifically  notified of such event or condition by
the Company,  and all notices or other instruments required by this Agreement to
be delivered to the Rights Agent must, in order to be effective, be given to the
Rights Agent in  accordance  with Section 26 hereof,  and in the absence of such
notice,  the Rights  Agent may  conclusively  assume no such event or  condition
exists.

     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 days' notice in writing mailed
to the  Company and to each  transfer  agent of the Common  Stock and  Preferred
Stock,  by  registered  or  certified  mail,  and to the  holders  of the Rights
Certificates  in  accordance  with  Section  26  hereof,  or,  if  prior  to the
Distribution  Date,  to the  holders of Rights  through  any filing  made by the
Company pursuant to the Exchange Act. The Company may remove the Rights Agent or
any successor  Rights Agent (with or without  cause) upon thirty days' notice in
writing  mailed to the Rights Agent or successor  Rights Agent,  as the case may
be, and shall provide  notice thereof to each transfer agent of the Common Stock
and Preferred  Stock, by registered or certified mail, and to the holders of the
Rights  Certificates in accordance  with Section 26 hereof,  or, if prior to the
Distribution  Date,  to the  holders of Rights  through  any filing  made by the
Company  pursuant to the  Exchange  Act. If the Rights  Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a  successor  to the  Rights  Agent.  If the  Company  shall  fail to make  such
appointment  within a period of thirty days after giving  notice of such removal
or after it has been  notified in writing of such  resignation  or incapacity by
the  resigning  or  incapacitated  Rights  Agent  or by the  holder  of a Rights
Certificate  (who shall,  with such notice,  submit his Rights  Certificate  for
inspection by the Company), then any registered holder of any Rights Certificate
or the  resigning  or removed  Rights  Agent may apply to any court of competent
jurisdiction  for the  appointment of a new Rights Agent.  Any successor  Rights
Agent,  whether  appointed  by the  Company  or by such a court,  shall be (i) a
corporation  organized and doing business under the laws of the United States or
any state of the United States,  in good standing,  having a principal office in
the State of Kansas,  the State of Missouri  or the State of New York,  which is
authorized under the laws of such state(s) 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 (ii) a subsidiary of a
corporation described in clause (i) of this


                                      -31-




sentence. 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; and the  predecessor  Rights
Agent shall deliver and transfer to the  successor  Rights Agent any property at
the time held by it  hereunder,  and execute and deliver any further  assurance,
conveyance,  act or deed necessary for the purpose. Not later than the effective
date of any such  appointment,  the Company shall file notice thereof in writing
with the  predecessor  Rights Agent and each transfer  agent of the Common Stock
and the Preferred  Stock, and mail a notice thereof in writing to the registered
holders of the Rights  Certificates in accordance with Section 26 hereof, or, if
prior to the Distribution Date, give notice to the holders of Rights through any
filing made by the Company  pursuant to the  Exchange  Act.  Failure to give any
notice  provided for in this Section 21, however,  or any defect therein,  shall
not affect the legality or validity of the  resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

     Section 22.    Issuance of New Rights Certificates.
                    -----------------------------------

     Notwithstanding any of the provisions of this Agreement or of the Rights to
the  contrary,  the Company  may, at its option,  issue new Rights  Certificates
evidencing  Rights in such form as may be approved by its Board of  Directors to
reflect any adjustment or change in the Purchase Price and the number or kind or
class of shares or other  securities  or property  purchasable  under the Rights
Certificates  made in  accordance  with the  provisions  of this  Agreement.  In
addition,  in  connection  with the  issuance or sale of shares of Common  Stock
following the Distribution Date and prior to the redemption or expiration of the
Rights,  the Company shall,  with respect to shares of Common Stock so issued or
sold  pursuant to the exercise of stock  options or under any  employee  plan or
arrangement,  granted  or  awarded  as of the  Distribution  Date,  or upon  the
exercise, conversion or exchange of securities issued by the Company on or prior
to the Distribution Date, issue Rights Certificates representing the appropriate
number of Rights in connection  with such issuance or sale;  provided,  however,
that (i) no such Rights  Certificate shall be issued if, and to the extent that,
the  Company  shall be advised  by counsel  that such  issuance  would  create a
significant  risk of  material  adverse tax  consequences  to the Company or the
Person to whom such Rights  Certificate would be issued, and (ii) no such Rights
Certificate shall be issued if, and to the extent that,  appropriate  adjustment
shall otherwise have been made in lieu of the issuance thereof.

     Section 23.    Redemption and Termination.
                    --------------------------


     (a)  The Board of Directors may, at its option, at any time  prior  to  the
close of Business on the tenth Business Day following the Stock Acquisition Date
(or, if the Stock Acquisition Date shall have occurred prior to the Record Date,
the close of business on the tenth  Business  Day  following  the Record  Date),
cause  the  Company  to redeem  all but not less  than all the then  outstanding
Rights  at a  redemption  price  of  $.01  per  Right,  as  such  amount  may be
appropriately  adjusted to reflect any stock  split,  stock  dividend or similar
transaction  occurring  after  the date  hereof  (such  redemption  price  being
hereinafter referred to as the "Redemption  Price"),  provided that the Board of
Directors may cause the Company to redeem less than all of the then  outstanding
Rights  prior  to  such  time as any  Person  becomes  an  Acquiring  Person  in
connection  with the  payment  of cash in lieu of issuing  fractional  shares in
connection  with a  recapitalization,  combination or reverse stock split of the
Common Stock of the Company.  The Company may, at its option, pay the Redemption
Price in cash, shares of Common Stock (based on the Current Market


                                      -32-




Price of the  Common  Stock  at the time of  redemption)  or any  other  form of
consideration  deemed  appropriate by the Board of Directors.  The redemption of
the  Rights  may be made  effective  at such  time,  on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.

     (b)  Immediately upon the action of the  Board of  Directors  ordering  the
redemption of all of the Rights pursuant to Section 23(a) (or at such later time
or upon  such  conditions  as the  Board  of  Directors  may  establish  for the
effectiveness  of such  redemption),  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. The Company shall promptly make a public announcement of any
such redemption;  provided, however, that the failure to make, or any defect in,
such  public  announcement  shall not affect the  validity  of such  redemption.
Promptly  after the action of the Board of Directors  ordering the redemption of
the  Rights  becoming  effective,  the  Company  shall  mail a  notice  of  such
redemption to the Rights Agent and the holders of the then outstanding Rights in
accordance  with Section 26 hereof  (provided  that the failure to give,  or any
defect in, such notice  shall not affect the validity of such  redemption).  Any
notice  which is mailed in the manner  provided  in  Section 26 hereof  shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption  will state the method by which the payment of the  Redemption  Price
will be made.

     Section 24.    Exchange.
                    --------

     (a)  The Board of  Directors  may,  at its  option,  at any  time after any
Person becomes an Acquiring Person, exchange all or part of the then outstanding
and  exercisable  Rights  (which shall not include  Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for shares of Preferred Stock
or Common Stock at an exchange  ratio of  one-hundredth  of a share of Preferred
Stock or one share of Common Stock per Right,  appropriately adjusted to reflect
any stock split, stock dividend or similar transaction  occurring after the date
hereof  (such  exchange  ratio being  hereinafter  referred to as the  "Exchange
Ratio").  Notwithstanding  the  foregoing,  the Board of Directors  shall not be
empowered  to effect such  exchange at any time after any Person  (other than an
Exempt  Person),  together with all  Affiliates  and  Associates of such Person,
becomes the  Beneficial  Owner of 50% or more of the shares of Common Stock then
outstanding.

     (b)  Immediately  upon the  action of the  Board of Directors  ordering the
exchange of any Rights  pursuant to Section 24(a) and without any further action
and without any notice,  the right to exercise  such Rights shall  terminate and
the only right  thereafter  of a holder of such Rights  shall be to receive that
number of shares of Common Stock equal to the number of such Rights held by such
holder  multiplied  by the Exchange  Ratio.  The Company  shall  promptly make a
public announcement of any such exchange; provided, however, that the failure to
make, or any defect in, such public  announcement  shall not affect the validity
of such exchange.  Promptly after the action of the Board of Directors  ordering
the exchange of the Rights becoming  effective,  the Company shall mail a notice
of such  exchange  to the  Rights  Agent  and  all of the  holders  of the  then
outstanding  Rights in  accordance  with  Section 26 hereof  (provided  that the
failure to give,  or any defect in, such notice shall not affect the validity of
such exchange).  Any notice which is mailed in the manner provided in Section 26
hereof  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
shares of Common  Stock for Rights  will be  effected  and,  in the event of any
partial exchange, the number


                                      -33-




of Rights which will be exchanged.  Any partial  exchange  shall be effected pro
rata based on the number of Rights  (other  than  Rights  which have become void
pursuant  to the  provisions  of Section  7(e)  hereof)  held by each  holder of
Rights.

     (c)  In the event that there shall not be  authorized  and  unissued shares
of Common Stock and/or  authorized and issued shares of Common Stock held in its
treasury  sufficient  to  permit  any  exchange  of Rights  as  contemplated  in
accordance  with this Section 24, the Company  shall take all such action as may
be necessary to authorize  additional  shares of Common Stock for issuance  upon
exchange of the Rights. In the event the Company shall, after good faith effort,
be  unable  to take  all such  action  as may be  necessary  to  authorize  such
additional shares of Common Stock, the Company shall substitute,  for each share
of Common Stock that would  otherwise be issuable  upon  exchange of a Right,  a
number of shares of  Preferred  Stock or  fraction  thereof  (subject to Section
14(b) hereof) such that the value per share of Preferred  Stock as determined by
the Board of  Directors  multiplied  by such  number or fraction is equal to the
Current  Market  Price per share of Common  Stock as of the date of  issuance of
such shares of Preferred Stock or fraction thereof.

     (d)  The Company shall not  be required  to issue  fractions  of  shares of
Common Stock or to distribute  certificates which evidence  fractional shares of
Common Stock.  In lieu of such  fractional  shares of Common Stock,  the Company
shall pay to the registered  holders of the Rights  Certificates  with regard to
which such  fractional  shares of Common  Stock would  otherwise  be issuable an
amount in cash equal to the same fraction of the Current  Market Price per share
of Common  Stock as of the Trading Day  immediately  prior to the record date of
exchange pursuant to this Section 24.

     Section 25.    Notice of Certain Events.
                    ------------------------

     (a)  In case the Company shall propose,  at any time after the Distribution
Date,  (i) to pay any  dividend  payable in stock of any class to the holders of
Preferred  Stock or to make any other  distribution  to the holders of Preferred
Stock (other than a regular  quarterly cash dividend out of earnings or retained
earnings of the  Company),  or (ii) to offer to the holders of  Preferred  Stock
options,  rights or warrants to  subscribe  for or to  purchase  any  additional
shares  of  Preferred  Stock  or  shares  of stock  of any  class  or any  other
securities,  rights or options,  or (iii) to effect any  reclassification of its
Preferred Stock (other than a reclassification involving only the subdivision of
outstanding  shares of Preferred  Stock), or (iv) to effect any consolidation or
merger into or with any other Person  (other than a Subsidiary of the Company in
a transaction  which complies with Section 11(o) hereof),  or to effect any sale
or other  transfer (or to permit one or more of its  Subsidiaries  to effect any
sale or other transfer), in one transaction or a series of related transactions,
of  more  than  50% of the  assets  or  earning  power  of the  Company  and its
Subsidiaries  (taken as a whole) to any other Person or Persons  (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies  with  Section  11(o)  hereof),  or  (v)  to  effect  the  liquidation,
dissolution  or winding up of the Company,  then, in each such case, the Company
shall give to each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such  reclassification,  consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation  therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (i) or (ii) above at least


                                      -34-




twenty  days prior to the record date for  determining  holders of the shares of
Preferred  Stock for purposes of such action,  and in the case of any such other
action,  at least  twenty days prior to the date of the taking of such  proposed
action or the date of  participation  therein  by the  holders  of the shares of
Preferred Stock,  whichever shall be the earlier.  The failure to give notice as
required under this  subparagraph (a) or any defect therein shall not affect the
legality  or  validity  of the action  taken by the Company or the vote upon any
such action.

     (b)  In case a Section 11(a)(ii) Event shall occur, then, in any such case,
(i) the Company shall as soon as practicable thereafter give to each holder of a
Rights  Certificate,  to the extent  feasible and in accordance  with Section 26
hereof, a notice of the occurrence of such event,  which shall specify the event
and the  consequences of the event to holders of Rights under Section  11(a)(ii)
hereof,  and (ii) all references in the preceding  paragraph to Preferred  Stock
shall be deemed  thereafter  to refer to Common Stock  and/or,  if  appropriate,
other securities.

     Section 26.    Notices.
                    -------

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

           LabOne, Inc.
           10101 Renner Boulevard
           Lenexa, Kansas  66219
           Attention: President

           with a copy to:

           R. Dennis Wright, Esq.
           Morrison & Hecker L.L.P.
           2600 Grand Avenue
           Kansas City,  MO  64108-4606

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

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

Notices  or  demands  authorized  by this  Agreement  to be given or made by the
Company or the Rights  Agent to the holder of any  Rights  Certificate  (or,  if
prior to the  Distribution  Date,  to the  holder of  certificates  representing
shares  of  Common  Stock)  shall  be  sufficiently  given  or  made  if sent by
first-class  mail,  postage prepaid,  addressed to such holder at the address of
such holder as


                                      -35-




shown  on  the  registry  books  of  the  Rights  Agent  (or,  if  prior  to the
Distribution  Date, on the registry  books of the Transfer  Agent for the Common
Stock of the Company).

     Section 27.    Supplements and Amendments.
                    --------------------------

     At any time and from  time to time  prior to the close of  business  on the
tenth  Business Day after the Stock  Acquisition  Date,  the Board of Directors,
upon vote of a majority  of the Board of  Directors  then in office,  may in its
sole and absolute  discretion  amend or supplement  this  Agreement  without the
approval of any  holders of Rights.  At any time and from time to time after the
close of business on the tenth  Business Day after the Stock  Acquisition  Date,
the Board of Directors,  upon vote of a majority of the Board of Directors  then
in office,  may supplement or amend this  Agreement  without the approval of any
holders of the Rights,  provided that no such supplement or amendment  adversely
affects the  interests of the holders of Rights as such (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring  Person).  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,  however,  that the Rights Agent may,  but shall not be obligated  to,
enter into any such supplement or amendment  which adversely  affects the Rights
Agent's own rights, duties or immunities under this Agreement.

     Section 28.    Successors.
                    ----------

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

     Section 29.    Determinations and Actions by the Board of Directors, etc.
                    ---------------------------------------------------------

     The Board of  Directors,  except as  otherwise  specifically  provided  for
herein,  shall  have the  exclusive  power  and  authority  to  administer  this
Agreement  and to  exercise  all rights and powers  specifically  granted to the
Board of Directors or to the Company, or as may be necessary or advisable in the
administration of this Agreement,  including,  without  limitation the right and
power to (i)  interpret  the  provisions  of this  Agreement,  and (ii) make all
determinations  deemed  necessary or advisable  for the  administration  of this
Agreement  (including a  determination  to redeem or not redeem the Rights or to
amend  the  Agreement).  All such  actions,  calculations,  interpretations  and
determinations  (including, for purposes of clause (y) below, all omissions with
respect to the  foregoing)  which are done or made by the Board of  Directors in
good  faith,  (x) shall be final,  conclusive  and binding on the  Company,  the
Rights  Agent,  the  holders  of the  Rights  Certificates  (and,  prior  to the
Distribution  Date,  registered  holders  of the  Common  Stock)  and all  other
parties,  and (y) shall not subject the Board of  Directors or any member of the
Board of Directors to any liability to the holders of the Rights.

     Section 30.    Benefits of this Agreement.
                    --------------------------

     Nothing in this  Agreement  shall be  construed to give to any Person other
than the  Company,  the Rights  Agent and the  registered  holders of the Rights
Certificates  (and, prior to the Distribution  Date,  registered  holders of the
Common Stock) any legal or equitable right, remedy or claim under


                                      -36-




this Agreement;  but this Agreement shall be for the sole and exclusive  benefit
of the  Company,  the  Rights  Agent and the  registered  holders  of the Rights
Certificates  (and, prior to the Distribution  Date,  registered  holders of the
Common Stock).

     Section 31.    Severability.
                    ------------

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

     Section 32.    Governing Law.
                    -------------

     This Agreement,  each Right and each Rights  Certificate  issued  hereunder
shall be deemed to be a contract  made  under the laws of the State of  Missouri
and for all purposes  shall be governed by and construed in accordance  with the
laws of such State  applicable  to contracts  made and to be performed  entirely
within such State.

     Section 33.    Counterparts.
                    ------------

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

     Section 34.    Descriptive Headings.
                    --------------------

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

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and their  respective  corporate seals to be hereunto  affixed and
attested, all as of the day and year first above written.

                                   LABONE, INC.
Attest:

By:/s/Gregg R. Sadler                   By:/s/ W. Thomas Grant II
   --------------------------              -----------------------------
   Name: Gregg R. Sadler                 Name: W. Thomas Grant II
   Title: Secretary                      Title: Chairman of the Board, President
                                                and Chief Executive Officer


                                      -37-






                                   AMERICAN STOCK TRANSFER & TRUST COMPANY
Attest:

By:/s/ Susan Silber                     By:/s/ Herbert J. Lemmer
   --------------------------              -----------------------------
   Name:  Susan Silber                     Name:  Herbert J. Lemmer
   Title: Assistant Secretary              Title: Vice President







                                      -38-




                                                                       EXHIBIT A
                                  LABONE, INC.
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                            QUALIFICATIONS AND RIGHTS
                                       OF
                            SERIES A PREFERRED STOCK

      I, W.  Thomas  Grant  II,  the  duly  elected  Chairman  of the  Board  of
Directors,  President and Chief Executive Officer of LabOne, Inc., a corporation
organized   and  existing   under  the  laws  of  the  State  of  Missouri  (the
"Corporation"), do hereby certify
that:

      1. The  name of the  Corporation  is  LabOne,  Inc.  The  Corporation  was
formerly named Lab Holdings, Inc.

      2. The following  resolutions  were duly adopted by the Board of Directors
of the Corporation at a meeting held on February 11, 2000:

           RESOLVED,  that  pursuant  to the  authority  vested  in the Board of
      Directors  of  this   Corporation   by  the   provisions  of  Articles  of
      Incorporation  of the  Corporation,  there is  hereby  created a series of
      Preferred  Stock  designated  as Series A Preferred  Stock,  consisting of
      Three Hundred  Thousand  Shares  (300,000)  shares of the  authorized  but
      unissued  shares of  preferred  stock,  $.01 par value per  share,  of the
      Corporation; and

           FURTHER  RESOLVED,  that the Series A Preferred  Stock shall have the
      powers, designations, preferences and relative, participating, optional or
      other rights and the qualifications, limitations or restrictions set forth
      in Appendix I attached hereto.

      IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate to be
signed  by its  President  and  attested  by its  Secretary  on this 11th day of
February, 2000.

                               LABONE, INC.


                               By:
                                   -------------------------------------------
                                   W. Thomas Grant II
                                   Chairman of the Board of Directors, President
                                   and Chief Executive Officer
ATTEST:


- -----------------------------------
Gregg R. Sadler
Secretary




                                   APPENDIX I

                       RELATIVE RIGHTS AND PREFERENCES OF
                            SERIES A PREFERRED STOCK

     1. Designation.  Three Hundred Thousand  (300,000)  authorized and unissued
shares of preferred  stock,  $.01 par value per share,  of the  Corporation  are
hereby designated as "Series A Preferred Stock" ("Series A").

     2. Dividends.

           (a) Each  holder of a share of Series A shall be entitled to receive,
when,  as and if  declared  by the  Board  of  Directors  out of  funds  legally
available for that purpose,  subject to adjustment as hereinafter set forth, 100
times the  aggregate per share amount of all cash  dividends,  and 100 times the
aggregate per share amount (payable in kind) of all non-cash  dividends or other
distributions  (except any Excluded  Dividend),  declared (but not withdrawn) on
the Common  Stock,  $.01 par value per share,  of the  Corporation  (the "Common
Stock"),  at any time after February 11, 2000 (the "Rights Dividend  Declaration
Date"). As used herein, an "Excluded  Dividend" shall mean a dividend payable in
shares of Common  Stock or a  subdivision  of the  outstanding  shares of Common
Stock (by reclassification or otherwise).

           (b) Except with  respect to an  Excluded  Dividend,  the  Corporation
shall  declare  a  dividend  or  distribution  on the  Series A as  provided  in
paragraph  (a)  above  concurrently  with or  immediately  after it  declares  a
dividend or distribution on the Common Stock,  and such dividend or distribution
shall be payable  concurrently  with the dividend or  distribution on the Common
Stock.  Except with respect to an Excluded  Dividend,  the Corporation shall not
pay a dividend  or make a  distribution  to holders of Common  Stock  unless the
Corporation  concurrently  pays a dividend or makes a distribution to holders of
the Series A in accordance with paragraph (a) above.

           (c) In the event the  Corporation  shall at any time after the Rights
Dividend  Declaration  Date (i) declare any dividend on Common Stock  payable in
shares of Common Stock,  (ii) subdivide the  outstanding  Common Stock, or (iii)
combine the  outstanding  Common Stock into a smaller number of shares,  then in
each such case the amount to which  holders of shares of Series A were  entitled
immediately  prior to such event under  paragraph (a) above shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

     3. Voting Rights.  In addition to any other voting rights  required by law,
the holders of shares of Series A shall have the following voting rights:

           (a) The  holders of shares of Series A shall be entitled to 100 votes
for  each  share  of  Series A held on all  matters  submitted  to a vote of the
shareholders of the Corporation.  In the event the Corporation shall at any time
after the Rights Dividend Declaration Date

                                        2


(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding  Common Stock, or (iii) combine the outstanding Common
Stock  into a smaller  number of  shares,  then in each such case the  number of
votes  per  share to which  holders  of  shares  of the  Series A were  entitled
immediately  prior to such event shall be adjusted by multiplying such number by
a  fraction,  the  numerator  of which is the  number of shares of Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

           (b) Except as  otherwise  provided  herein or  required  by law,  the
holders of shares of Series A and the  holders of shares of Common  Stock  shall
vote together as one class on all matters submitted to a vote of shareholders of
the Corporation.

           (c) Except as  otherwise  provided  herein or  required  by law,  the
holders  of shares of Series A shall  have no  special  voting  rights and their
consent  shall not be required  (except to the extent they are  entitled to vote
with  holders  of  shares of Common  Stock as set forth  herein or as  otherwise
required by law) for the taking of any corporate action.

     4.  Reacquired  Shares.  Any  shares of  Series A  purchased  or  otherwise
acquired  by the  Corporation  in any manner  whatsoever  shall be  retired  and
canceled  promptly  after the  acquisition  thereof.  All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock, and
may be  reissued  as part of a new  series of  Preferred  Stock to be created by
resolution or resolutions  of the Board of Directors,  subject to the conditions
and restrictions on issuance set forth herein, in the Articles of Incorporation,
in any other  Certificate  of  Designations  establishing  a series of Preferred
Stock or any similar stock or as otherwise required by law.

     5. Liquidation, Dissolution or Winding Up.

           (a) In  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the  Corporation,  the holders of the shares of the
Series A shall be  entitled  to receive  the  greater of (i)  $100.00  per share
($1.00 per one one-hundredth of a share),  or (ii) an amount per share,  subject
to adjustment as hereinafter set forth,  equal to 100 times the aggregate amount
to be distributed  per share to holders of Common Stock.  No  distribution  upon
liquidation,  dissolution  or  winding  up shall be made to holders of shares of
Common  Stock or  holders  of any other  shares of stock  ranking  junior to the
Series  A  with  respect  to  the  distribution  of  assets  upon   liquidation,
dissolution  or  winding  up until all  holders of shares of Series A shall have
received the amounts to which such holders are entitled under this Section.

           (b) In the event the  Corporation  shall at any time after the Rights
Dividend  Declaration  Date (i) declare any dividend on Common Stock  payable in
shares of Common Stock,  (ii) subdivide the  outstanding  Common Stock, or (iii)
combine the  outstanding  Common Stock into a smaller number of shares,  then in
each such case the amount to which  holders of shares of Series A were  entitled
immediately  prior to such event  pursuant to clause (ii) of paragraph (a) above
shall be adjusted by  multiplying  such amount by a fraction,  the  numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and

                                       3




the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

     6. Consolidation, Merger, etc.

           (a) In the event the Corporation shall enter into any  consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or  securities,  cash and/or any other
property,  then in any such  event  shares of Series A shall at the same time be
similarly  exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be,  into  which or for which  each  share of  Common  Stock is  changed  or
exchanged.

           (b) In the event the  Corporation  shall at any time after the Rights
Dividend  Declaration  Date (i) declare any dividend on Common Stock  payable in
shares of Common Stock,  (ii) subdivide the  outstanding  Common Stock, or (iii)
combine the  outstanding  Common Stock into a smaller number of shares,  then in
each such case the amount set forth in  paragraph  (a) above with respect to the
exchange or change of shares of the Series A shall be  adjusted  by  multiplying
such amount by a  fraction,  the  numerator  of which is the number of shares of
Common Stock  outstanding  immediately  after such event and the  denominator of
which is the number of shares of Common Stock that were outstanding  immediately
prior to such event.

     7.  Ranking.  Nothing  herein shall  preclude the Board of Directors of the
Corporation  from  creating any series of Preferred  Stock or any similar  stock
ranking  on a parity  with or prior to  Series  A shares  as to the  payment  of
dividends or the distribution of assets upon liquidation, dissolution or winding
up.

     8. Redemption.  Shares of Series A shall not be redeemable at the option of
the Corporation or any holder thereof. Notwithstanding the foregoing sentence of
this Section, the Corporation may acquire shares of Series A in any other manner
permitted  by  law  and  the  Articles  of  Incorporation  and  By-laws  of  the
Corporation.

     9. Amendment.  The Articles of Incorporation of the Corporation,  including
without limitation the provisions hereof, shall not hereafter be amended, either
directly or indirectly, or through merger,  consolidation or share exchange with
another  corporation  or entity,  in any manner  which would alter or change the
powers,  preferences  or  special  rights of the  Series A so as to  affect  the
holders  thereof  adversely,  without the  affirmative  vote of the holders of a
majority of the shares of Series A, voting separately as a class.

     10. Fractional  Shares.  The Series A may be issued in fractions of a share
which shall  entitle the  holder,  in  proportion  to such  holder's  fractional
shares,   to  exercise  voting  rights,   receive   dividends,   participate  in
distributions  and to have the benefit of all other  rights of holders of shares
of the Series A.

                                       4



                                                                       EXHIBIT B

                           FORM OF RIGHTS CERTIFICATE

Certificate No. R-                                                        Rights
                    -----------------------                      ---------

NOT EXERCISABLE  AFTER FEBRUARY 25, 2010, OR EARLIER IF REDEEMED OR EXCHANGED BY
THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY,
AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THE RIGHTS ARE
SUBJECT  TO  EXCHANGE  ON THE  TERMS SET FORTH IN THE  RIGHTS  AGREEMENT.  UNDER
CERTAIN  CIRCUMSTANCES,  RIGHTS WHICH ARE OR WERE BENEFICIALLY OWNED BY A PERSON
WHO BECOMES AN  ACQUIRING  PERSON OR BY AN AFFILIATE OR ASSOCIATE OF SUCH PERSON
(AS SUCH TERMS ARE  DEFINED IN THE RIGHTS  AGREEMENT)  MAY  BECOME,  OR MAY HAVE
ALREADY  BECOME,   NULL  AND  VOID.  [THE  RIGHTS  REPRESENTED  BY  THIS  RIGHTS
CERTIFICATE ARE OR WERE  BENEFICIALLY  OWNED BY A PERSON WHO WAS OR SUBSEQUENTLY
BECAME AN ACQUIRING  PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING  PERSON
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS  AGREEMENT).  ACCORDINGLY,  THIS RIGHTS
CERTIFICATE AND THE RIGHTS  REPRESENTED  HEREBY MAY BECOME,  OR MAY ALREADY HAVE
BECOME,  NULL AND VOID IN THE  CIRCUMSTANCES  SPECIFIED  IN SECTION 7(e) OF SUCH
AGREEMENT.]*

                               RIGHTS CERTIFICATE

                                  LABONE, INC.

      This certifies that  ____________________,  or registered  assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement  dated  as of  February  11,  2000,  as it may  from  time  to time be
supplemented  or amended  (the  "Rights  Agreement"),  between  LabOne,  Inc., a
Missouri  corporation  (the  "Company"),  and  American  Stock  Transfer & Trust
Company,  a New York trust company,  as agent (the "Rights Agent"),  to purchase
from the Company at any time prior to 5:00 P.M. (New York City time) on February
25, 2010 (the "Final Expiration Date") at the principal office or offices of the
Rights Agent designated for such purpose, or its successors as Rights Agent, one
one-hundredth of a fully paid, non-assessable share of Series A Preferred Stock,
$.01 par value per share (the "Preferred  Stock"), of the Company, at a purchase
price of  $50.00  per one  one-hundredth  of a share  of  Preferred  Stock  (the
"Purchase  Price"),  upon presentation and surrender of this Rights  Certificate
with the Form of Election to Purchase and related Certificate duly executed.

      The Purchase  Price shall be paid, at the election of the holder,  in cash
or by certified  check,  cashier's  check or money order payable to the order of
the Company.  The number of Rights evidenced by this Rights Certificate (and the
number of one  one-hundredths  of a share that may be  purchased  upon  exercise
thereof) set forth above, and the Purchase Price per share set forth above,
- ---------------------
* The portion of the legend in brackets shall be inserted only
  if applicable and shall replace the preceding sentence.

                                       -1-



are the number of Rights and Purchase  Price as of February  25, 2000,  based on
the Preferred Stock as constituted on such date. The Company  reserves the right
to require  prior to the  occurrence  of a  Triggering  Event (as defined in the
Rights Agreement) that a number of Rights be exercised so that only whole shares
of Preferred Stock will be issued.

      From and after the occurrence of a Section  11(a)(ii)  Event (as such term
is defined in the Rights  Agreement),  if the Rights  evidenced  by this  Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate  of an  Acquiring  Person  (as such  terms are  defined  in the Rights
Agreement), (ii) a transferee of an Acquiring Person or of any such Associate or
Affiliate,  or  (iii)  under  certain  circumstances  specified  in  the  Rights
Agreement,  a  transferee  of a person  who,  concurrently  with or  after  such
transfer,  became  an  Acquiring  Person  or an  Affiliate  or  Associate  of an
Acquiring  Person,  such Rights shall become null and void and no holder  hereof
shall have any right with  respect to such Rights from and after the  occurrence
of the Section 11(a)(ii) Event.

      As provided in the Rights Agreement, the Purchase Price and the number and
kind of shares of  Preferred  Stock or other  securities  which may be purchased
upon the exercise of the Rights evidenced by this Rights Certificate are subject
to modification  and adjustment upon the happening of certain events,  including
Triggering Events (as such term is defined in the Rights Agreement).

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

      This Rights Certificate,  with or without other Rights Certificates,  upon
surrender at the principal  office or offices of the Rights Agent designated for
such  purpose,  may be  exchanged  for  another  Rights  Certificate  or  Rights
Certificates  of like tenor and date evidencing  Rights  entitling the holder to
purchase a like aggregate number of one  one-hundredths  of a share of Preferred
Stock as the Rights evidenced by the Rights  Certificate or Rights  Certificates
surrendered  shall  have  entitled  such  holder  to  purchase.  If this  Rights
Certificate  shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Rights Certificate or Rights  Certificates for the
number of whole Rights not exercised.

      Subject to the provisions of the Rights Agreement, the Rights evidenced by
this  Certificate  may be redeemed by the Company at its option at a  redemption
price of $.01 per Right, at any time prior to the close of business of the tenth
Business Day after the Stock  Acquisition Date (as such terms are defined in the
Rights Agreement). The redemption price shall be payable, at the election of the
Company,  in cash,  shares of Common  Stock or such other  consideration  as the
Board of Directors may deem appropriate.  In addition, subject to the provisions
of the  Rights  Agreement,  each  Right  evidenced  by this  Certificate  may be
exchanged by the Company at its option for one share of Common Stock (subject to
adjustment for any stock split, stock dividend or similar  transaction),  at any
time after any Person becomes an Acquiring Person.

                                       -2-




      The Company is not required to issue fractional  shares of Preferred Stock
upon the exercise of any Right or Rights  evidenced hereby (other than fractions
which are integral multiples of one one-hundredth of a share of Preferred Stock,
which may, at the election of the Company, be evidenced by depositary receipts).
In  lieu  thereof,  a cash  payment  may be  made,  as  provided  in the  Rights
Agreement.

      No holder of this Rights  Certificate,  as such, shall be entitled to vote
or  receive  dividends  or be deemed  for any  purpose  the  holder of shares of
Preferred Stock or of any other  securities of the Company which may at any time
be issuable upon the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  shareholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  shareholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  shareholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
Certificate shall have been exercised as provided in the Rights Agreement.

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

      WITNESS the facsimile  signature of the proper officers of the Company and
its corporate seal.

Dated as of
           -------------------------.


ATTEST:                             LABONE, INC.



                                By:
- --------------------------          -------------------------------------------
Secretary                           Name:
                                    Title:




Countersigned:

AMERICAN STOCK TRANSFER & TRUST CO., as Rights Agent


By:
   ---------------------------------
      Authorized Signature


                                       -3-



                  [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT

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

      FOR   VALUE   RECEIVED                                hereby sells,
                              ------------------------------
assigns and transfers unto
                           ----------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                  (Please print name and address of transferee)

this Rights  Certificate,  together with all right,  title and interest therein,
and does hereby  irrevocably  constitute  and appoint  American Stock Transfer &
Trust Co.  Attorney,  to transfer the within Rights  Certificate on the books of
the within-named Company, with full power of substitution.


Dated:
      ------------------------------


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

Signature Guaranteed:




Signatures  must be  guaranteed  by an eligible  guarantor  institution  (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an  approved  signature  guarantee  medallion  program),  pursuant  to SEC  Rule
17Ad-15.



                                   Certificate

      The undersigned hereby certifies by checking the appropriate boxes that:

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

                                      -4-




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

Dated:
       ----------------------------

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

Signature Guaranteed:



      Signatures must be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an  approved  signature  guarantee  medallion  program),  pursuant  to SEC  Rule
17Ad-15.

                                     NOTICE

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


                                      -5-



                          FORM OF ELECTION TO PURCHASE

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

To:  LABONE, INC.

      The  undersigned  hereby  irrevocably  elects to exercise           Rights
                                                                 ---------
represented by this Rights Certificate to purchase the shares of Preferred Stock
issuable  upon the  exercise  of the  Rights (or such  other  securities  of the
Company or of any other  person  which may be issuable  upon the exercise of the
Rights) and requests that  certificates for such shares be issued in the name of
and delivered to:

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

Please provide Social security
or taxpayer identification number
                                   ---------------------------------

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

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

Please provide Social security
or taxpayer identification number
                                   ---------------------------------


Dated:
      ------------------------


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

Signature Guaranteed:




      Signatures must be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an  approved  signature  guarantee  medallion  program),  pursuant  to SEC  Rule
17Ad-15.

                                      -6-





                                   Certificate


      The undersigned hereby certifies by checking the appropriate boxes that:

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

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


Dated:
       --------------------------



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


Signature Guaranteed:




      Signatures must be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an  approved  signature  guarantee  medallion  program),  pursuant  to SEC  Rule
17Ad-15.


                                     NOTICE

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




                                      -7-


                                                                 EXHIBIT C


                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK

Declaration of Rights Dividend

      On  February  11,  2000,  the Board of  Directors  of  LabOne,  Inc.  (the
"Company")  declared a dividend  distribution of one Right for each  outstanding
share of Common  Stock,  $.01 par  value  per  share,  of the  Company  ("Common
Stock").  The dividend is payable on February 25, 2000 to shareholders of record
at the close of business on that date. Each Right entitles the registered holder
thereof to purchase from the Company at any time following the Distribution Date
(as defined below) a unit consisting of one  one-hundredth of a share (a "Unit")
of Series A Preferred Stock,  $.01 par value per share (the "Preferred  Stock"),
at a  purchase  price of $50.00  per Unit (the  "Purchase  Price"),  subject  to
adjustment  as  described  below.  The  Rights  are not  exercisable  until  the
Distribution  Date. The  description  and terms of the Rights are set forth in a
Rights  Agreement dated February 11, 2000 (the "Rights  Agreement")  between the
Company and American Stock Transfer & Trust Company, as Rights Agent.

      Rights will also be issued with  respect to shares of Common  Stock issued
by the Company or  transferred  from the Company's  treasury  after February 25,
2000 and prior to the  Distribution  Date,  and,  under  certain  circumstances,
Rights  will be  issued  with  respect  to  shares  of  Common  Stock  issued or
transferred by the Company after the Distribution Date.

Rights Initially Attached to and Trade with Common Stock

      Until the  earlier  of the  Distribution  Date or the date the  Rights are
redeemed  or  expire:   (1)  the  Rights  will  be  evidenced  by  Common  Stock
certificates and no separate Rights  Certificates  will be distributed,  (2) the
Rights  will be  transferable  only  in  connection  with  the  transfer  of the
underlying  shares of Common Stock, (3) the surrender for transfer of any Common
Stock  certificate  (with or without a copy of this  Summary of Rights  attached
thereto) will also  constitute  the transfer of the Rights  associated  with the
shares of Common Stock  represented by such certificate and (4) new Common Stock
certificates   issued   after   February   25,  2000  will  contain  a  notation
incorporating  the  Rights  Agreement  by  reference.  Shareholders  will not be
required  to take any  action  in  connection  with the  payment  of the  Rights
dividend on February 25, 2000.

When Rights Separate from Common Stock and Become Exercisable

      The Rights will separate from the Common Stock and become  exercisable  on
the  Distribution  Date,  which will occur upon the earlier of (1) ten  business
days after the Stock  Acquisition  Date (as defined  below) or (2) ten  business
days (or such  later  date as the Board  shall  determine  prior to such time as
there is an Acquiring  Person) following the commencement of, or announcement of
an intention  to make, a tender or exchange  offer,  the  consummation  of which
would result in a Person becoming an "Acquiring  Person." The "Stock Acquisition
Date" means the earlier of (i) the date of the first public  announcement by the
Company or an Acquiring Person that

                                      -1-



an  Acquiring  Person has become  such or (ii) the date on which the Company has
actual notice,  direct or indirect,  or otherwise  determines  that a Person has
become an Acquiring Person. As soon as practicable after the Distribution  Date,
Rights  Certificates  will be mailed to holders of record of the Common Stock as
of the close of business on the  Distribution  Date, and thereafter the separate
Rights Certificates will represent the Rights.

      Under the Rights Agreement,  an Acquiring Person is a Person who, together
with all affiliates and associates of such Person, and without the prior written
approval  of the  Company,  is the  Beneficial  Owner (as  defined in the Rights
Agreement)  of 15% or more of the  outstanding  shares  of  Common  Stock of the
Company,  subject to a number of exceptions  set forth in the Rights  Agreement.
The Rights  Agreement  exempts certain persons from the definition of "Acquiring
Person,"   including  (1)  Grant  Family  Members  (as  defined  in  the  Rights
Agreement),   who  currently   beneficially  own  approximately   17.4%  of  the
outstanding  shares of Common Stock,  unless such family  members  become (other
than with the prior written  approval of the Board of Directors or pursuant to a
Qualifying  Offer) the Beneficial  Owners of 20% or more of the shares of Common
Stock then  outstanding,  excluding  shares of Common Stock and other securities
acquired on or after February 11, 2000 pursuant to certain  employee or director
benefit  plans,  (2) the  Company or any  subsidiary  of the Company and (3) any
employee  benefit  plan of the Company or any  subsidiary  and  certain  persons
appointed pursuant to the terms of any such plan. Under the Rights Agreement,  a
Person  shall not be an  Acquiring  Person if such  Person  acquires  beneficial
ownership of 15% or more of the outstanding shares of Common Stock pursuant to a
Qualifying Offer, which is a cash tender offer for all of the outstanding shares
of  Common  Stock  which  meets  certain  conditions  specified  in  the  Rights
Agreement.   The  Rights   Agreement   contains   exceptions   for  Persons  who
inadvertently  become Acquiring  Persons or who exceed the ownership limits as a
result  of  repurchases  of stock by the  Company,  if  certain  conditions  are
satisfied.

Adjustment of Rights upon Occurrence of a Triggering Event

      In the event that a Person becomes an Acquiring  Person,  each holder of a
Right (except the Acquiring Person and certain other persons as described below)
will no longer have the right to purchase Units of Preferred  Stock, but instead
will thereafter have the right to receive, upon exercise of the Right, shares of
Common Stock (or, in certain  circumstances,  cash, property or other securities
of the  Company)  having a  Current  Market  Price  (as  defined  in the  Rights
Agreement)  equal to two times the then current exercise price of the Right. For
example,  at a  Purchase  Price of $50 per  Right,  each  Right  not owned by an
Acquiring Person would entitle its holder to purchase $100 worth of Common Stock
(or other consideration, as noted above) for $50. Assuming that the Common Stock
has a per share value of $10 at such time,  the holder of each valid Right would
be  entitled  to  purchase  ten  shares of Common  Stock for $50.  Once a Person
becomes an Acquiring Person, all Rights that are, or under certain circumstances
were,  beneficially  owned by such Acquiring Person (or certain related parties)
will be null and void.

      In the event that, at any time after the Stock  Acquisition  Date, (1) the
Company is acquired in a merger or other  business  combination  transaction  in
which the Company is not the  surviving  corporation  (other than a merger which
follows a Qualifying Offer and satisfies certain other requirements), or (2) 50%
or more of the Company's  assets or earning power is sold or  transferred,  each
holder of a Right (except Rights which previously have been voided as set forth

                                      -2-



above) shall thereafter have the right to receive,  upon exercise,  common stock
of the acquiring  company  having a Current  Market Price equal to two times the
then current Purchase Price of the Right. The events set forth in this paragraph
and in the preceding  paragraph  which allow Rights to be exercised are referred
to individually as a "Triggering Event" and collectively as "Triggering Events."

Exchange of Rights

      At any time after any Person  becomes an  Acquiring  Person,  the Board of
Directors of the Company may, at its option,  exchange the Rights (except Rights
which  previously have been voided as set forth above),  in whole or in part, at
an exchange ratio of one-hundredth of a share of Preferred Stock or one share of
Common Stock for each Right,  subject to adjustment  for any stock split,  stock
dividend or similar transaction  occurring after February 25, 2000. The Board of
Directors  may not cause the  exchange  of Rights at any time after any  Person,
together with such person's  affiliates and  associates,  becomes the beneficial
owner of 50% or more of the  shares  of  Common  Stock  then  outstanding,  with
certain exceptions.

Redemption of Rights

      At any time prior to the close of business on the tenth business day after
the Stock Acquisition Date, the Company may order that all Rights be redeemed at
a price of $.01 per Right (payable in cash, Common Stock or other  consideration
deemed  appropriate  by the Board of  Directors),  subject to adjustment for any
stock split, stock dividend or similar transaction  occurring after February 25,
2000 (the "Redemption Price").  Immediately upon the effectiveness of the action
of the  Board of  Directors  ordering  redemption  of the  Rights,  the right to
exercise  the Rights will  terminate  and the holders of the Rights will only be
entitled to receive the Redemption Price for each Right so held.

Amendment of Rights

      At any time and from time to time  prior to the close of  business  on the
tenth business day after the Stock  Acquisition  Date, the Company may amend the
Rights in any manner without the approval of any holders of Rights.  At any time
and from time to time  after the close of  business  on the tenth  business  day
after the Stock Acquisition Date, the Company may supplement or amend the Rights
without  the  approval  of any  holders  of the  Rights,  provided  that no such
supplement or amendment adversely affects the interests of the holders of Rights
as such (other than an  Acquiring  Person or an  affiliate  or  associate  of an
Acquiring Person).

Terms of Preferred Stock

      Each Unit of Preferred Stock  (consisting of one  one-hundredth of a share
of  Preferred  Stock) that is  issuable  upon  exercise of the Rights  after the
Distribution  Date and prior to the occurrence of a Triggering Event is intended
to have  approximately  the same economic  rights and voting power as a share of
Common Stock, and the value of a Unit of Preferred Stock should  approximate the
value of one  share of Common  Stock.  Each  share of  Preferred  Stock  will be
entitled to dividend  payments equal to 100 times the aggregate per share amount
of all dividends

                                      -3-



(other than a dividend  payable in Common  Stock)  declared  per share of Common
Stock.  In the event of  liquidation,  the holders of shares of Preferred  Stock
will be  entitled  to the  greater  of (a) a  minimum  preferential  liquidation
payment  of $100  per  share,  or (b)  100  times  the  aggregate  amount  to be
distributed  per share of Common Stock.  Each share of Preferred Stock will have
100 votes,  voting  together with, and on the same matters as, the Common Stock.
In the event of any merger,  consolidation or other  transaction in which shares
of Common Stock are exchanged for or changed into other stock, securities,  cash
and/or other property, each share of Preferred Stock will be entitled to receive
100 times the  amount  received  per share of Common  Stock.  These  rights  are
protected by customary anti-dilution  provisions.  Shares of Preferred Stock are
not redeemable. Pursuant to the Rights Agreement, the Company reserves the right
to  require,  prior to the  occurrence  of a  Triggering  Event,  that  upon any
exercise of Rights a number of Rights be  exercised so that only whole shares of
Preferred Stock will be issued.

Adjustment of Rights and Securities Upon Certain Events

      The Purchase Price payable,  and the number of Units of Preferred Stock or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (1) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, or (2) upon the distribution to holders of the Preferred Stock of certain
rights,  options,  warrants,  evidences  of  indebtedness  or assets  (excluding
regular  quarterly cash dividends).  No adjustment in the Purchase Price will be
required  until  cumulative  adjustments  amount to at least 1% of the  Purchase
Price.

      The number of  outstanding  Rights  attached to each share of Common Stock
and the number of Units of Preferred Stock  purchasable upon exercise of a Right
are also subject to adjustment in the event of a stock split of the Common Stock
or a stock  dividend on the Common Stock  payable in shares of Common Stock or a
subdivision or combination of the shares of Common Stock, occurring prior to the
Distribution Date.

      The Company is not required to issue  fractional  Units;  in lieu thereof,
the Company may pay cash for such fractional  Units based on the market price of
the Preferred Stock on the last trading date prior to the date of issuance.

Rights Holder Not a Shareholder

      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.  The holders of Rights will be able to vote and
receive dividends on the Common Stock that they hold.

Tax Consequences

      While the  current  distribution  of the  Rights  will not be  taxable  to
shareholders  or  to  the  Company,   shareholders  might,  depending  upon  the
circumstances,  realize  taxable  income in the  event  that the  Rights  become
severable  from the Common Stock and will likely  realize  taxable income in the
event such Rights become  exercisable for common stock of the acquiring  company
as set forth above or are exchanged as provided above.

                                      -4-



Expiration of Rights

      The Rights will expire at the close of  business  on  February  25,  2010,
unless the Company  redeems or exchanges  the Rights prior to such date, in each
case as described above.

Rights Agreement

      A copy of the Rights  Agreement  has been filed  with the  Securities  and
Exchange Commission as an Exhibit to a Registration  Statement on Form 8-A dated
February 11, 2000.  A copy of the Rights  Agreement is available  free of charge
from the Rights Agent.  This summary  description of the Rights does not purport
to be complete  and is  qualified  in its  entirety by  reference  to the Rights
Agreement, which is incorporated herein by reference.

                                      -5-

EX-99.1

FOR IMMEDIATE RELEASE:

February 11, 2000
                                       Contacts: Kurt Gruenbacher, 913-577-1445
                                                  Peter Wilkinson, 913-577-1333

                      LabOne ADOPTS SHAREHOLDER RIGHTS PLAN

LENEXA, KANSAS -- LabOne, Inc. (Nasdaq NMS: LABS) announced today that its board
of directors has adopted a shareholder rights plan. The rights plan replaces and
modernizes a  shareholder  rights plan which was adopted by the  corporation  in
1988 and expired in 1998.

In  conjunction  with the rights  plan,  the board of  directors  has declared a
dividend of one Preferred  Stock  Purchase Right for each  outstanding  share of
Common  Stock.  The  dividend  will  be  distributed  on  February  25,  2000 to
shareholders of record as of the close of business on that date.

The board of directors adopted the rights plan in order to insure, to the extent
possible, that all shareholders receive fair and equal treatment in the event of
a proposed  takeover,  and to protect  the  company  and its  shareholders  from
abusive acquisition tactics and inadequate or coercive takeover bids. The rights
plan was not adopted in response to any specific  effort to acquire the company.
The rights plan is similar to plans adopted by many other companies.

W. Thomas Grant II, chairman,  president and CEO of LabOne stated, "The board of
directors  believes that the  shareholder  rights plan provides an effective and
reasonable  means of  preserving  for the company's  shareholders  the long-term
value of the company in the event of an attempted takeover. The rights plan will
not prevent an appropriate  transaction that the board of directors  believes is
in the best interests of shareholders."

The  distribution  of rights is not taxable to the company or the  shareholders.
Until the rights  become  exercisable,  the rights  will not be  represented  by
separate certificates and will trade with the company's common stock.

Subject to certain  exceptions,  the rights will be exercisable only if a person
or group  acquires  15 percent or more of  outstanding  LabOne  Common  Stock or
announces a tender or  exchange  offer which  would  result in  ownership  of 15
percent or more of the Common  Stock.  The rights plan  provides with respect to
the W.T. Grant family that the rights will be exercisable only if members of the
Grant  family  become the owners of 20  percent  or more of  outstanding  LabOne
Common  Stock,  excluding  ownership of shares or other  securities  acquired by
members of the Grant  family  pursuant to certain  employee or director  benefit
plans  on  or  after  February  11,  2000.  The  Grant  family   currently  owns
approximately 17.4 percent of outstanding shares.






Each right will initially  entitle the holder to purchase one one-hundredth of a
newly  issued  share of Series A  Preferred  Stock of the company at an exercise
price of $50.00, subject to adjustment. If a person or group acquires 15 percent
or more of the  outstanding  stock,  each  holder  of a  right,  other  than the
acquiring  persons,  will no longer have the right to purchase  Preferred Stock,
but will instead have the right to purchase a number of shares of LabOne  Common
Stock at half of the market price of those shares.  In the event of a subsequent
merger or other business combination transaction, each holder of a right will be
entitled to purchase  shares of common stock of the acquiring  entity at half of
the market price of those shares.

The company's  board of directors will be entitled to redeem the rights for $.01
per right at any time prior to a person or group exceeding the ownership  limits
in the rights plan. The rights will expire in 10 years,  unless earlier redeemed
or exchanged by the company.

The company  will file with the  Securities  and  Exchange  Commission a Current
Report on Form 8-K  describing the rights plan. The Form 8-K will include a copy
of the  Rights  Agreement  containing  the full  text of the  rights  plan as an
exhibit.  A  summary  of the  terms of the  rights  plan  will be mailed to each
shareholder  of record of LabOne as of the close of  business  on  February  25,
2000.

About the company

LabOne is a national  laboratory  company with three operating  divisions:  risk
appraisal  testing  and  related  services  for  insurers   (Insurance  Services
Division), healthcare-related testing for managed care organizations, physicians
and insured  members  (Healthcare  Division),  and drug  testing  for  employers
(Substance  Abuse  Testing  Division).  The  company's  web site is  located  at
www.LabOne.com.

Forward-Looking Statements

This  press  release  may  contain  "forward-looking  statements,"  as  well  as
historical   information.   Forward-looking   statements  include   projections,
statements of plans and objectives,  statements of future  economic  performance
and  statements  of  assumptions  underlying  such  statements.  Forward-looking
statements involve known and unknown risks and uncertainties. Many factors could
cause actual  results to differ  materially  from those that may be expressed or
implied in such forward-looking  statements,  including, but not limited to, the
volume and pricing of laboratory  tests  performed by the Company,  competition,
the  extent  of market  acceptance  of the  Company's  testing  services  in the
healthcare and substance abuse testing  industries,  general economic conditions
and other  factors  detailed  from  time to time in the  Company's  reports  and
registration statements filed with the Securities and Exchange Commission.

                                      ###