Exhibit 4(ii)


                                 UNI-MARTS INC.


                                       and


                          MELLON INVESTOR SERVICES LLC
                                 as Rights Agent


                                RIGHTS AGREEMENT


                          Dated as of February 6, 2002














                                TABLE OF CONTENTS
                                                                                                             
Section 1. DEFINITIONS............................................................................................1
Section 2. APPOINTMENT OF RIGHTS AGENT............................................................................6
Section 3. ISSUE OF RIGHTS AND RIGHT CERTIFICATES.................................................................6
Section 4. FORM OF RIGHT CERTIFICATES.............................................................................7
Section 5. SIGNATURE AND COUNTERSIGNATURE OF RIGHT CERTIFICATES; REGISTRATION OF OWNERSHIP AND TRANSFERS..........8
Section 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST
             OR STOLEN RIGHT CERTIFICATES.........................................................................8
Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS..........................................9
Section 8. CANCELLATION OF RIGHT CERTIFICATES....................................................................12
Section 9. RESERVATION AND AVAILABILITY OF COMMON STOCK; COMPLIANCE WITH REGISTRATION OR OTHER REQUIREMENTS
             OF SECURITIES LAWS;  TRANSFER TAXES.................................................................12
Section 10. RECORD DATE..........................................................................................13
Section 11. MODIFICATION OF RIGHTS AND ADJUSTMENT OF PURCHASE PRICE, NUMBER OF UNITS, NUMBER OF RIGHTS AND
             SECURITIES PURCHASABLE..............................................................................14
Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF UNITS............................................20
Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER.................................20
Section 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES..............................................................23
Section 15. RIGHTS OF ACTION.....................................................................................24
Section 16. AGREEMENT OF RIGHT HOLDERS...........................................................................24
Section 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER....................................................25
Section 18. CONCERNING THE RIGHTS AGENT..........................................................................25
Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT............................................26
Section 20. DUTIES OF RIGHTS AGENT...............................................................................26
Section 21. CHANGE OF RIGHTS AGENT...............................................................................29
Section 22. ISSUANCE OF NEW RIGHT CERTIFICATES...................................................................30
Section 23. REDEMPTION OF RIGHTS.................................................................................30
Section 24. NOTICE OF CERTAIN EVENTS.............................................................................31
Section 25. NOTICES..............................................................................................32
Section 26. SUPPLEMENTS AND AMENDMENTS...........................................................................33
Section 27. SUCCESSORS...........................................................................................33
Section 28. DETERMINATIONS AND ACTIONS BY THE COMPANY OR THE BOARD OF DIRECTORS..................................34
Section 29. BENEFITS OF THIS AGREEMENT...........................................................................34
Section 30. SEVERABILITY.........................................................................................34
Section 31. GOVERNING LAW........................................................................................35
Section 32. COUNTERPARTS.........................................................................................35
Section 33. DESCRIPTIVE HEADINGS.................................................................................35



Exhibit A         -        Summary of Rights to Purchase Common Stock
Exhibit B         -        Form of Right Certificate





                                RIGHTS AGREEMENT


         RIGHTS AGREEMENT dated as of February 6, 2002 between UNI-MARTS INC., a
Delaware corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New
Jersey limited liability company, as rights agent (the "Rights Agent").

         The Board of Directors of the Company has authorized and declared a
dividend, distributable to the holders of the Common Stock (as hereinafter
defined) of the Company of record at the Record Date (hereinafter defined), of
rights to purchase two-thirds of a share of Common Stock of the Company (a
"Fractional Share"), and has also authorized the issuance of one such right to
the holder of each share of Common Stock of the Company which shall become
outstanding after the Record Date and before the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (such terms are
hereinafter defined). This Agreement provides for the issuance and the terms of
such rights and other matters relating thereto.

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

Section 1.        DEFINITIONS.


         The following terms used in this Agreement have the meanings indicated
therefor:

(a) "Acquiring Person," except as provided in the next sentence, means any
Person who or which, together with all Affiliates and Associates of such Person,
shall at any time be the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding. Notwithstanding the foregoing, (A) the term "Acquiring
Person" shall not include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company or any such Subsidiary, (iv) any
Person organized, appointed or established by the Company or any such Subsidiary
for or pursuant to any such plan, (v) any Person who or which, together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding as a result of the
acquisition of shares of Common Stock directly from the Company or pursuant to a
Permitted Offer, or (vi) any Grandfathered Stockholder, and (B) no Person shall
become an "Acquiring Person" either (x) as the result of an acquisition of
Common Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares Beneficially Owned by such Person
to 15% or more of the shares of Common Stock of the Company then outstanding,
provided, that if a Person who would become an Acquiring Person but for the
provisions of this clause (x), becomes the Beneficial Owner of any additional
share or shares of Common Stock of the Company after such acquisition of shares
by the Company, then such Person shall be deemed an "Acquiring Person", or (y)
if (i) within eight (8) days after such Person would otherwise have become an
Acquiring Person (but for the operation of this clause (y)) such Person notifies
the Board of Directors of the Company that such Person did so





inadvertently and (ii) within two (2) days after such notification such Person
is the Beneficial Owner of less than 15% of the shares of Common Stock then
outstanding.

(b) "Affiliate" and "Associate" have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act,
as in effect on the Record Date.

(c) "Beneficial Owner" of securities means the following: A Person shall be
deemed the "Beneficial Owner" of and shall be deemed to "Beneficially Own" any
securities:

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

(ii) which such Person or any of such Person's Affiliates or Associates has (A)
the right to acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement or
understanding (whether or not in writing), or upon the exercise of conversion
rights, exchange rights, rights (other than these Rights), warrants or options,
or otherwise (provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to Beneficially Own, securities tendered pursuant to a
tender or exchange offer made by or on behalf of such Person or any of such
Person's Affiliates or Associates until such tendered securities are accepted
for purchase or exchange) or (B) the right, alone or with any other Person, to
vote or to direct the voting pursuant to any agreement, arrangement or
understanding (provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to Beneficially Own, any security if such agreement,
arrangement or understanding granting the right to vote such security (1) arises
solely from a revocable proxy or consent given to such Person in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the proxy rules and regulations under the Exchange Act and (2) is not then
reportable on Schedule 13D under the Exchange Act (or any comparable or
successor report)); or

(iii) which are Beneficially Owned (within the definition thereof set forth in
clause (i) or (ii)), directly or indirectly, by any other Person with which such
first-mentioned Person or any of such first-mentioned Person's Affiliates or
Associates has any agreement, arrangement or understanding for the acquiring,
holding, disposing or voting (except to the extent provided by the proviso of
the foregoing clause (ii)(B)) any securities of the Company;

provided, however, that in no case shall an officer or director of the Company
be deemed (A) the Beneficial Owner of any securities beneficially owned by
another officer or director of the Company solely by reason of actions
undertaken by such persons in their capacity as officers or directors of the
Company or (B) the Beneficial Owner of securities held of record by the trustee
of any employee benefit plan of the Company or any Subsidiary of the Company for
the benefit of any employee of the Company or any Subsidiary of the Company,
other than the officer or director, by reason of any influence that such officer
or director may have over the voting of the securities held in the plan.




                                       2


(d) "Board of Directors" or "Board" means the board of directors of the Company.

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

(f) "Close of Business" on any day means 5:00 P.M., New York City time, on such
day; provided, however, that if such day is not a Business Day it shall mean
5:00 P.M., New York City time, on the next succeeding Business Day.

(g) "Common Stock" when used with reference to the Company means shares of
common stock, par value $0.10 per share, of the Company. "Common Stock" when
used with reference to any Person other than the Company means the capital stock
(or other form of equity interest) of such Person with the greatest voting power
of such Person or, if such Person is a Subsidiary of another Person, the Person
or Persons which ultimately control such first-mentioned Person, the terms of
which shares or units do not limit (as a fixed amount and not merely in
proportional terms) the amount of dividends or income payable or distributable
on such shares or units or the amount of assets distributable on such shares or
units upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person and do not provide that such shares or units are subject to
redemption at the option of such Person, or any shares of capital stock or units
of equity interests into which the foregoing shall be reclassified or changed;
provided, however, that if at any time there shall be more than one such class
or series of capital stock of or equity interests in such Person, "Common Stock"
of such person shall include all such classes and series substantially in the
proportion of the total number of shares or other units of each such class or
series outstanding at such time.

(h) "Company" means Uni-Marts Inc., a Delaware corporation.

(i) "Co-Rights Agent" means, at any time when there shall be more than one
Person duly acting as Rights Agent, each such Person other than the Rights
Agent.

(j) "Distribution Date" has the meaning assigned thereto in Section 3(b).

(k) "Equivalent Shares" means any class or series of capital stock of the
Company, other than the Common Stock, which is entitled to participate on a
proportional basis with the Common Stock in dividends and other distributions,
including distributions upon the liquidation, dissolution or winding up of the
Company. In calculating the number of any class or series of Equivalent Shares
for purposes of Section 11, the number of shares, or fractions of a share, of
such class or series of capital stock that is entitled to the same dividend or
distribution as a whole share of Common Stock shall be deemed to be one share.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m) "Final Expiration Date" means the Close of Business on January 31, 2012.



                                       3


(n) "Fractional Share" has the meaning assigned thereto in the preamble of this
Agreement.

(o) "Interested Stockholder" means any Acquiring Person or any Affiliate or
Associate of an Acquiring Person or any other Person in which any such Acquiring
Person, Affiliate or Associate has an interest, or any other Person acting
directly or indirectly on behalf of or in concert with any such Acquiring
Person, Affiliate or Associate.

(p) "Grandfathered Stockholder" means at any time (i) Henry D. Sahakian ("HDS")
(ii) Daniel D. Sahakian ("DDS"), (iii) their executors, administrators or the
legal representatives of their estates, (iv) their heirs, distributees and
beneficiaries (but solely in their capacities as such), (vi) any trust as to
which either of HDS or DDS is a settlor or co-settlor or established for the
primary benefit of any of the foregoing, (vii) any foundation to which any of
the foregoing has transferred or may transfer securities of the Company, (viii)
any other Affiliate or Associate of HDS or DDS, and (ix) any of the foregoing
Persons to the extent that they may be deemed to be a "group," as that term is
used in Rule 13d-5(b) under the Exchange Act, provided, however, that none of
the foregoing shall be a Grandfathered Stockholder if at any time such Person
acquires Beneficial Ownership of Common Shares (other than as a result of the
acquisition of Common Stock or the right to acquire shares of Common Stock,
directly or indirectly, from the Company) that would increase such Person's
percentage Beneficial Ownership of the outstanding Common Shares of the Company,
as compared to the percentage Beneficial Ownership of such Person on the date of
this Agreement, by more than 1% of the outstanding Common Shares of the Company.

(q) "Permitted Offer" means a tender or exchange offer which is for all
outstanding shares of Common Stock at a price and on terms determined prior to
the purchase of any shares under such tender or exchange offer by the Board of
Directors to be adequate, taking into account all factors that the directors
deem relevant, including without limitation amounts that the directors believe
could reasonably be realized if the Company or its assets were sold on an
orderly basis designed to realize maximum value, and otherwise in the best
interests of the Company and its stockholders (other than the Person or an
Affiliate or Associate thereof on whose behalf the tender or exchange offer is
made), taking into account all factors that the directors may deem relevant
thereto.

(r) "Person" means an individual, corporation, partnership, association, trust,
unincorporated organization or other entity, including, without limitation, any
"group," as that term is used in Rule 13d-5(b) under the Exchange Act, or a
government or governmental agency.

(s)      "Principal Party" has the meaning assigned thereto in Section 13(b).

(t)      "Purchase Price" has the meaning assigned thereto in Section 7(b).

(u)      "Record Date" means the Close of Business on February 19, 2002.

(v)      "Redemption Date" has the meaning assigned thereto in Section 7(a).




                                       4


(w) "Redemption Price" has the meaning assigned thereto in Section 23.

(x) "Right" means a right issued pursuant to this Agreement to purchase
two-thirds of a share of the Company's Common Stock at the Purchase Price and on
the other terms, subject to the conditions, set forth in this Agreement.

(y) "Right Certificates" means certificates evidencing Rights as provided for in
Section 3.

(z) "Rights Agent" at any time means the Person then duly acting as rights agent
hereunder. The initial such Rights Agent is Mellon Investor Services LLC.

(aa) "Section 11(a)(ii) Event" has the meaning assigned thereto in Section
11(a)(ii).

(bb) "Section 13 Event" has the meaning assigned thereto in Section 13(a).

(cc) "Securities Act" means the Securities Act of 1933, as amended.

(dd) "Shares Acquisition Date" means the date of the first public announcement
(including, without limitation a report filed pursuant to Section 13(d) under
the Exchange Act) by the Company or any Person that a Person has become an
Acquiring Person; provided that if such Person is determined not to have become
an Acquiring Person by reason of action taken pursuant to Section 1(a)(B)(y),
then no Shares Acquisition Date shall be deemed to have occurred.

(ee) "Subsidiary" of any Person means any corporation or other entity of which a
majority of the Voting Securities (as hereinafter defined) is owned, directly or
indirectly, by such Person.

(ff) "Trading Day" has the meaning assigned thereto in Section 11(d).

(gg) "Voting Securities" of any Person means the securities (or other equity
interest) of such Person, the holders of which are entitled to vote generally in
the election of directors (or similar supervisory authorities).





                                       5


Section 2.        APPOINTMENT OF RIGHTS AGENT.

         The Company hereby appoints the Rights Agent to act as agent for the
Company in accordance with the terms and conditions hereof, and the Rights Agent
hereby accepts such appointment. The Company may from time to time appoint such
Co-Rights Agents as it may deem necessary or desirable and shall provide ten
(10) days' prior written notice to the Rights Agent. In the event the Company
appoints one or more Co-Rights Agents, the respective duties of the Rights Agent
and any Co-Rights Agents shall be as the Company shall determine. The Rights
Agent shall have no duty to supervise, and shall in no event be liable for, the
acts or omissions of any such Co-Rights Agent.

Section 3.        ISSUE OF RIGHTS AND RIGHT CERTIFICATES.

(a) The Company will issue (i) as of the Record Date, to each then holder of
record of shares of Common Stock, Rights at the rate of one Right per share of
such Common Stock and (ii) as of the date of issuance of any shares of Common
Stock hereafter issued by the Company after the Record Date and before the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date, to the first holder thereof, one Right per share of such Common Stock.

(b) The "Distribution Date" means the earlier of (i) the Close of Business on
the tenth day (or such later day as may be determined by action of the Board of
Directors of the Company) after the date of the commencement of, or first public
announcement of the intention of any Person to commence, a tender or exchange
offer the consummation of which would result in any Person becoming an Acquiring
Person and (ii) the Shares Acquisition Date.

(c) From the Record Date until the Distribution Date (i) the Rights will be
evidenced by the related certificates for shares of Common Stock registered in
the names of the holders thereof (which certificates shall be deemed to be Right
Certificates for such Rights) and not by separate Right Certificates, whether or
not such Common Stock certificates contain the legend provided for in paragraph
(e) of this Section, and (ii) the Rights (including the right to receive Right
Certificates) will be transferable only in connection with the transfer of
Common Stock and the surrender for transfer of any certificate for Common Stock.
The Company shall give the Rights Agent prompt written notice of the
Distribution Date. As soon as practicable after the Distribution Date and
receipt by the Rights Agent from the Company of (i) written notice of the
Distribution Date and (ii) a list of the shareholders of Common Stock, the
Rights Agent will, at the Company's expense, send, by first-class
postage-prepaid mail, to each record holder of Common Stock as of the Close of
Business on the Distribution Date, at the address of such holder shown on the
records of the Company, a Right Certificate, in the form provided for in Section
4, evidencing one Right for each share of Common Stock so held subject to
adjustment as provided herein. As of and after the Distribution Date, the Rights
will be evidenced solely by the Right Certificates.

(d) As soon as practicable after the Record Date, the Company will send a copy
of a Summary of Rights to Purchase Common Stock, in substantially the form of
Exhibit A hereto (the "Summary of Rights"), by first-class postage-prepaid mail,
to each record holder of Common Stock as of the Close of Business on the Record
Date, at the address of such holder shown on the records of the Company.

(e) Certificates for Common Stock issued after the Record Date but prior to the
earliest of the Distribution Date, the Redemption Date or the Final Expiration
Date shall have impressed on, printed on, written on or otherwise affixed to
them the following legend:




                                       6

                  This certificate also evidences and entitles the holder hereof
                  to certain Rights as set forth in a Rights Agreement between
                  UNI- MARTS INC., a Delaware corporation (the "Company") and
                  MELLON INVESTOR SERVICES LLC, a New Jersey limited liability
                  company, as Rights Agent, dated as of February 6, 2002 (the
                  "Rights Agreement"), the terms of which are hereby
                  incorporated herein by reference and a copy of which is on
                  file at the principal executive office of the Company. 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, Rights beneficially owned by
                  Acquiring Persons or Associates or Affiliates thereof (as
                  defined in the Rights Agreement) and any subsequent holder of
                  such Rights may become null and void.

Section 4.        FORM OF RIGHT CERTIFICATES.

(a) The Right Certificates (and the forms of election to purchase Common Stock
and of assignment to be printed on the reverse thereof) shall be substantially
in the form of 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 are not inconsistent with the provisions of
this Agreement, which do not affect the rights, duties or responsibilities of
the Rights Agent, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Rights may from time to time be listed or to
conform to usage. The Right Certificates shall be in a machine printable format
and in a form reasonably satisfactory to the Rights Agent. Subject to the
provisions of Section 22, Right Certificates issued in respect of shares of
Common Stock which were issued and outstanding as of the Record Date shall be
dated as of the Record Date, and all Right Certificates issued in respect of
other shares of Common Stock shall be dated as of the respective dates of
issuance of such Common Stock, and in either case shall state the number of
Fractional Shares and the Purchase Price thereof, but such number of Fractional
Shares and the Purchase Price thereof shall be subject to adjustment as provided
herein.

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




                                       7

                  The Rights represented by this Right Certificate were issued
                  to a Person who is, was or became an Acquiring Person or an
                  Affiliate or an Associate of an Acquiring Person (as such
                  terms are defined in the Rights Agreement). Accordingly, this
                  Right Certificate and the Rights represented thereby are null
                  and void.

                  The Company shall instruct the Rights Agent in writing of the
Rights which should be so legended and shall supply the Rights Agent with such
legended Right Certificates.

SECTION 5.        SIGNATURE AND COUNTERSIGNATURE OF RIGHT CERTIFICATES;
REGISTRATION OF OWNERSHIP AND TRANSFERS.

(a) The Right Certificates shall be executed on behalf of the Company by its
chairman, its president or a vice president, either manually or by facsimile
signature, and have affixed thereto the Company's seal or a facsimile thereof,
which shall be attested by the secretary or an assistant secretary or the
treasurer or an assistant treasurer of the Company, either manually or by
facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery thereof by the
Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent, and issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
Agreement any such person was not such an officer.

(b) After the Distribution Date and receipt by the Rights Agent if all relevant
information, the Rights Agent will keep or cause to be kept, at the office of
the Rights Agent designated for such purposes, books for registration and
transfer of the Right Certificates issued hereunder. Such books shall show the
names and addresses of the respective holders of the Right Certificates, the
number of Rights evidenced on its face by each of the Right Certificates and the
date and certificate number of each of the Right Certificates.

SECTION 6.        TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES.

(a) Subject to the provisions of Sections 4(b), 7(e) and 14, at any time after
the Close of Business on the Distribution Date until the Close of Business on
the earlier of the Redemption Date or the Final Expiration Date, any Right
Certificate may be transferred, split up, combined or exchanged for another
Right Certificate or Right Certificates, entitling the registered holder to
purchase a like number of Fractional Shares (or other securities, cash or other
assets, as the case may be) as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Right Certificate shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
combined or exchanged, with the form of assignment and certificate appropriately



                                       8


executed, at the office of the Rights Agent designated for such purpose.

(b) Neither the Rights Agent nor the Company shall be obligated to take any
action whatsoever with respect to the transfer of any such surrendered Right
Certificate until the registered holder shall have completed and signed the
certificate contained in the form of assignment on the reverse side of such
Right Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) of such Right
Certificate or Affiliates or Associates thereof as the Company shall reasonably
request. Thereupon the Rights Agent shall countersign and deliver to the Person
entitled thereto a Right Certificate or Right Certificates, as the case may be,
as so requested. The Company may require payment by the holders of Rights of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split-up, combination or exchange of Right
Certificates. The Rights Agent shall have no duty or obligation under this
Section 6 with respect to any particular holder of Rights unless and until it is
satisfied that all such taxes and/or charges required to be paid by that
particular holder have been paid in full.

(c) Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or
security satisfactory to them, and, at the Company's request, reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right
Certificate, if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for countersignature and delivery
to the registered owner in lieu of the Right Certificate so lost, stolen,
destroyed or mutilated.

Section 7.        EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS.

(a) The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at
any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the office of the Rights Agent designated for such
purpose, together with payment of the Purchase Price for each Fractional Share
(or other securities, cash or other assets, as the case may be) as to which the
Rights are exercised, at or prior to the earlier of (i) the Close of Business on
the Final Expiration Date or (ii) the time at which the Rights are redeemed as
provided in Section 23 (the "Redemption Date").

(b) The purchase price (the "Purchase Price") for each Fractional Share pursuant
to the exercise of a Right shall initially be $10.67, subject to adjustment from
time to time as provided in the next sentence and in Sections 11 and 13, payable
in lawful money of the United States of America in accordance with Section 7(c).
Anything in this Agreement to the contrary notwithstanding, in the event that at
any time after the Record Date and prior to the Distribution Date, the Company
shall (i) declare or pay any dividend on the Common Stock payable in shares of
its Common Stock or (ii) effect a subdivision, combination or



                                       9


consolidation of its shares of Common Stock (by reclassification or otherwise
than by payment of dividends in shares of its Common Stock) into a greater or
lesser number of shares of Common Stock, then in any such case, each share of
Common Stock of the Company outstanding following such subdivision, combination
or consolidation shall continue to have a Right associated therewith and the
Purchase Price after any such event shall be proportionately adjusted to equal
the result obtained by multiplying the Purchase Price immediately prior to such
event by a fraction the numerator of which shall be the total number of shares
of such Common Stock outstanding immediately prior to the occurrence of the
event and the denominator of which shall be the total number of shares of such
Common Stock outstanding immediately following the occurrence of such event. The
adjustment provided for in the preceding sentence shall be made successively
whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.

(c) Upon receipt of a Right Certificate representing exercisable Rights, with
the form of election to purchase duly executed, accompanied by payment of the
Purchase Price for each Fractional Share (other securities, cash or other
assets, as the case may be) to be purchased and an amount equal to any
applicable tax or charge required to be paid by the holder of such Right
Certificate in accordance with Section 9 in cash, or by certified check or bank
draft payable to the order of the Company, the Rights Agent shall thereupon
promptly (i) (A) requisition from any transfer agent of the Common Stock
certificates for the number of whole shares of Common Stock to be purchased and
the Company hereby irrevocably authorizes its transfer agent to comply with all
such requests, and (B) requisition from the depositary agent depositary receipts
representing such number of fractional shares of Common Stock as are to be
purchased (in which case certificates for the shares of Common Stock represented
by such receipts shall be deposited by such transfer agent of the Common Stock
with the depositary agent) and the Company hereby directs the depositary agent
to comply with such request; (ii) after receipt of such certificates and
depositary receipts cause the same to be delivered to or upon the order of the
registered holder of such Right Certificates registered in such name or names as
may be designated by such holder; and (iii) when appropriate, requisition from
the Company the amount of cash to be paid in lieu of issuance of fractional
interests in shares in accordance with Section 14, and promptly after receipt
thereof deliver such cash to or upon the order of the registered holder of such
Right Certificate. The payment of the Purchase Price may be made (x) in cash or
by certified check or bank draft payable to the order of the Company or (y) by
delivery of a certificate or certificates (with appropriate stock powers
executed in blank attached thereto) evidencing the number of shares of Common
Stock equal to the then Purchase Price divided by the closing price (as
determined pursuant to Section 11(d) hereof) per share of Common Stock on the
Trading Day immediately preceding the date of such exercise). In the event that
the Company is obligated to issue other securities of the Company or distribute
other property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities are available for
distribution by the Rights Agent, if and when necessary to comply with this
Agreement.

(d) In case the registered holder of any Right Certificate shall exercise less
than all the Rights evidenced thereby, a new Right Certificate evidencing Rights
equivalent to the Rights remaining unexercised shall be issued by the Rights
Agent and delivered to the registered



                                       10


holder of such Right Certificate or to such holder's duly authorized assigns,
subject to the provisions of Sections 6 and 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 Affiliate or Associate of an Acquiring Person,
(ii) a direct or indirect transferee of an Acquiring Person (or an Affiliate or
Associate thereof) who becomes such transferee after the Acquiring Person
becomes an Acquiring Person or (iii) a direct or indirect transferee of an
Acquiring Person (or an Affiliate or Associate thereof) who becomes such
transferee prior to or concurrently with the Acquiring Person becoming an
Acquiring Person and receives such Rights pursuant to either (A) a direct or
indirect transfer (whether or not for consideration) from the Acquiring Person
to holders of equity interests in such Acquiring Person or to any Person with
whom the Acquiring Person has a continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a direct or indirect
transfer which the Board of Directors of the Company determines is part of a
plan, agreement, arrangement or understanding which has as a primary purpose or
effect the avoidance of this Section 7(e), shall become null and void without
any further action and no holder of such Rights shall have any rights to
exercise any such Right, whether under any provision of this Agreement or
otherwise. The Company shall notify the Rights Agent when this Section 7(e)
applies and shall use all reasonable efforts to insure that the provisions of
this Section 7(e) and Section 4(b) are complied with, but neither the Company
nor the Rights Agent shall have any liability to any holder of Right
Certificates or other Person as a result of the Company's failure to make any
determination hereunder with respect to an Acquiring Person or its Affiliates,
Associates or transferees. The Rights Agent will endeavor to comply with the
provisions hereof to the extent it has received instructions from the Company
concerning such matters. The provisions of this Section 7(e) shall be operative
whether or not the legend provided for in Section 4(b) is set forth on the Right
Certificate for any Rights referred to in this Section.

(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 transfer or
exercise unless such registered holder shall have (i) properly completed and
signed the certificate following the form of assignment or election to purchase
set forth on the reverse side of the Right Certificate surrendered for such
assignment or exercise and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) of such Right
Certificate or Affiliates or Associates thereof as the Company or the Rights
Agent shall reasonably request.

(g) Notwithstanding any statement to the contrary contained in this Agreement or
in any Right Certificate, if the Distribution Date or the Stock Acquisition Date
shall occur prior to the Record Date, the provisions of this Agreement,
including without limitation Sections 3 and 11(a)(ii), shall be applicable to
the Rights upon their issuance to the same extent such provisions would have
been applicable if the Record Date were the date of this Agreement.




                                       11


Section 8.        CANCELLATION OF RIGHT CERTIFICATES.

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

SECTION 9.        RESERVATION AND AVAILABILITY OF COMMON STOCK; COMPLIANCE WITH
REGISTRATION OR OTHER REQUIREMENTS OF SECURITIES LAWS; TRANSFER TAXES.

(a) The Company covenants and agrees that at all times prior to the occurrence
of a Section 11(a)(ii) Event it will cause to be reserved and kept available out
of its authorized and unissued shares of Common Stock or any shares of Common
Stock held in its treasury the number of shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Rights and, after
the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably
practicable, so reserve and keep available a sufficient number of shares of
Common Stock or such other securities as may be required to permit the exercise
in full of all outstanding Rights.

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

(c) The Company shall use its best efforts to (i) file, as soon as is
practicable after the Shares Acquisition Date, a registration statement under
the Securities 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 Final
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 Shares Acquisition Date, 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 issue a public announcement, in each
case with simultaneous written notice to the Rights Agent, stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be



                                       12


exercisable in any jurisdiction unless the requisite qualification in such
jurisdiction shall have been obtained. The Rights Agent may assume that any
Right exercised is permitted to be exercised under applicable law and shall have
no liability for acting in reliance upon such assumption unless the Company
shall have provided written notice to the Rights Agent that the Rights are not
exercisable in any jurisdiction.

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

(e) The Company further covenants and agrees that it will pay when due and
payable any and all taxes and governmental charges that may be payable in
respect of the issuance or delivery of the Right Certificates or of any shares
of Common Stock (or other securities) upon the exercise of Rights. The Company
shall not, however, be required (i) to pay any tax or charge that may be payable
in respect of any transfer or delivery of Right Certificates to a Person other
than, or the issuance or delivery of certificates or depositary receipts for the
shares of Common Stock (or other securities) in a name other than that of, the
registered holder of the Right Certificate evidencing Rights surrendered for
exercise or (ii) to issue (or deliver any certificates or depositary receipts
for shares of Common Stock or other securities) upon the exercise of any Rights
until any such tax or charge shall have been paid (any such tax or charge being
payable by the holder of such Right Certificate at the time of surrender) or
until it has been established to the Company's satisfaction that no such tax or
charge is due.

Section 10.       RECORD DATE.

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





                                       13



SECTION 11.       MODIFICATION OF RIGHTS AND ADJUSTMENT OF PURCHASE PRICE,
NUMBER OF FRACTIONAL SHARES, NUMBER OF RIGHTS AND SECURITIES PURCHASABLE.

         The Purchase Price, the number of Fractional Shares covered by, and
kind of securities, cash and other property obtainable upon exercise of 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 Distribution
Date of this Agreement (A) declare a dividend on the Common Stock payable in
Common Stock, (B) subdivide the outstanding shares of Common Stock, (C) combine
the outstanding shares of Common Stock into a smaller number of shares of Common
Stock or (D) issue any shares of its capital stock in a reclassification of the
Common 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), 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 securities issuable on such date, shall be proportionately
adjusted so that the holder of any Right exercised after such time shall be
entitled to receive the aggregate number and kind of securities which, if such
Right had been exercised immediately prior to such date and at a time when the
Common Stock transfer books of the Company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification. If an event occurs which
would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii),
the adjustment provided for in this Section 11(a)(i) shall be in addition to,
and shall be made prior to, any adjustment required pursuant to Section
11(a)(ii).

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

                  (iii) In the event that there shall not be sufficient treasury
shares or authorized but unissued shares of Common Stock to permit the exercise
in full of the Rights in accordance with the foregoing subparagraph (ii), the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exercise of the Rights or shall
substitute for the Common Stock otherwise purchasable, upon payment



                                       14


of the Purchase Price, a combination of some or all of the following that has an
aggregate value equal to the aggregate current per share market price of the
shares of Common Stock (determined pursuant to Section 11(d)) purchasable upon
exercise in full of the Rights (where such aggregate value has been determined
by Board of Directors of the Company after considering the advice of a
nationally recognized investment banking firm selected by the Board of
Directors): (i) other equity securities of the Company, (ii) debt securities of
the Company or (iii) other assets.

(b) In case the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of Common Stock entitling them (for a period
expiring within 45 calendar days after such record date) to subscribe for or
purchase Common Stock, Equivalent Shares or securities convertible into Common
Stock or Equivalent Shares at a price per share of Common Stock or Equivalent
Shares (or having a conversion price per share, if a security convertible into
Common Stock or Equivalent Shares) less than the current per share market price
of the Common Stock (as determined pursuant to Section 11(d)) on such record
date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total number of shares of
Common Stock and Equivalent Shares so to be offered (and 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 Common Stock outstanding on such record date plus the number of
additional shares of Common Stock and Equivalent Shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
in a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent which statement shall be conclusive for all
purposes. Shares of Common 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 or warrants are not so issued, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

(c) In case the Company shall fix a record date for the making of a distribution
to all holders of shares of Common Stock (including any such distribution made
in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness, cash or assets (other than
a regular quarterly cash dividend or a dividend payable in shares of Common
Stock) or subscription rights or warrants (excluding those referred to in
Section 11(b)), 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 per
share market price of the shares of Common Stock (determined pursuant to Section
11(d)) on such record date less the fair market value (as determined in good
faith by the Board of Directors of the Company, whose determination shall




                                       15


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 one share of Common Stock and the
denominator of which shall be such current per share market price of the shares
of Common 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 again be adjusted to be the Purchase Price that would
then be in effect if such record date had not been fixed.

(d) For the purpose of any computation hereunder, the "current per share market
price" of the Common Stock on any date shall be deemed to be the average of the
daily closing prices per share of such Common Stock for the 30 consecutive
Trading Days immediately prior to such date; provided, however, that in the
event that the current per share market price of the Common Stock is determined
during a period after the announcement by the issuer of such Common Stock of (1)
a dividend or distribution on such Common Stock payable in such Common Stock or
securities convertible into such Common Stock or (2) any subdivision,
combination or reclassification of such Common Stock and prior to the expiration
of 30 Trading Days after the ex-dividend date for such dividend or distribution
or the record date for such subdivision, combination or reclassification, then,
and in each such case, such daily closing prices shall be appropriately adjusted
to reflect the effect of such dividend, distribution, subdivision, combination
or reclassification. The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the American Stock Exchange or,
if the shares of Common Stock are not listed or admitted to trading on the
American Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the shares of Common Stock are listed or admitted
to trading or, if the shares of Common Stock are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") or such other system then in use, or, if
on any such date the shares of Common Stock are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Stock selected by the
Board of Directors of the Company. If on any such date the shares of Common
Stock are not so listed or traded, or no market maker is making a market in the
Common Stock, "current per share market price" shall mean the fair value per
share as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent. The term "Trading Day" means 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.

(e) No adjustment in the Purchase Price shall be required unless such adjustment
would require an increase or decrease of at least 1% in the Purchase Price;
provided, however, that



                                       16


any adjustments which by reason of this Section 11(e) are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest
cent or to the nearest one one-hundredth of a share or other security.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction that requires such adjustment or (ii) the
date of the expiration of the right to exercise any Rights.

(f) If as a result of an adjustment made pursuant to Section 11(a) or Section
13(a), the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the shares
of Common Stock contained in Sections 11(a) through 11(c), inclusive, and the
provisions of Sections 7, 9, 10, 13 and 14 with respect to the Common Stock
shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment
made to the Purchase Price hereunder shall evidence the right to purchase, at
the adjusted Purchase Price, the number of Fractional Shares or other securities
or property purchasable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided in this Agreement.

(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 11(c), each Right outstanding
immediately prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of Fractional
Shares (calculated to the nearest one one-hundredth of a Fractional Share)
obtained by (i) multiplying (x) the number of Fractional Shares covered by a
Right immediately prior to such adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment of the Purchase
Price to adjust the number of Rights, in lieu of any adjustment in the number of
Fractional Share purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall be exercisable
for two-thirds of a share of Common Stock. Each Right held of record prior to
such adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing the Purchase
Price in effect immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the Purchase Price. The
Company shall make a public announcement (with prompt written notice thereof to
the Rights Agent) of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the




                                       17


Right Certificates have been issued, shall be at least 10 days later than the
date of the public announcement. If Right Certificates have been issued, upon
each adjustment of the number of Rights pursuant to this Section 11(i), the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Right Certificates on such record date Right Certificates evidencing,
subject to Section 14, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall
cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders shall be entitled
after such adjustment. Right Certificates to be so distributed shall be issued,
executed and countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right Certificates on the
record date specified in the public announcement.

(j) Right Certificates issued subsequent to any adjustment or change in the
Purchase Price or number of Fractional Shares issuable upon the exercise of the
Rights may continue to express the Purchase Price per Fractional Share and the
number of Fractional Shares purchasable thereunder as such terms were expressed
in the initial Right Certificates issued hereunder, irrespective of any such
adjustment or change, and shall be deemed to be exercisable at the Purchase
Price determined in accordance with the provisions of this Rights Agreement.

(k) Before taking any action that would cause an adjustment reducing the
Purchase Price below two-thirds of the then par value, if any, of the Common
Stock issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock at such adjusted Purchase Price.

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

(m) Anything in this Section 11 to the contrary notwithstanding, the Company
shall be entitled to make such reductions in the Purchase Price, in addition to
those adjustments expressly required by this Section 11, as and to the extent
that it in its sole discretion shall determine to be advisable in order that any
(i) consolidation or subdivision of the shares of Common Stock, (ii) issuance
wholly for cash of any shares of Common Stock at less than the current market
price, (iii) issuance wholly for cash of shares of Common Stock or securities



                                       18


which by their terms are convertible into or exchangeable for shares of Common
Stock, (iv) dividends on shares of Common Stock payable in shares of Common
Stock or (v) issuance of rights, options or warrants referred to in Section
11(b), hereafter made by the Company to holders of its Common Stock shall not be
taxable to such shareholders.

(n) The Company covenants and agrees that, after the Distribution Date, it shall
not, except as permitted by Section 23, Section 26 or Section 30 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.

(o) The Company covenants and agrees that, after the Distribution Date, it shall
not (i) consolidate with any Person (other than a Subsidiary of the Company in a
transaction which does not violate Section 11(n)), (ii) merge with or into any
other Person (other than a Subsidiary of the Company in a transaction which does
not violate Section 11(n)) 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 Person or Persons
(other than one or more of the Company and its Subsidiaries in one or more
transactions each of which does not violate Section 11(n)), if (x) at the time
of or immediately after such consolidation, merger, sale or transfer there are
any charter or by-law provisions or any rights, warrants or other instruments or
securities outstanding or agreements in effect or other actions taken which
would materially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger or sale, the stockholders of the Person who
constitutes, or would constitute, the Principal Party for purposes of Section
13(a) shall have received a distribution of Rights previously owned by such
Person or any of its Affiliates or Associates. The Company shall not consummate
any such consolidation, merger, sale or transfer unless prior thereto the
Company and such other Person shall have executed and delivered to the Rights
Agent a supplemental agreement evidencing compliance with this Section 11 (o).

(p) The exercise of Rights in accordance with Section 11(a)(ii) shall only
result in the loss of the rights under Section 11(a)(ii) to the extent so
exercised and shall not otherwise affect the other rights represented by such
Rights under this Rights Agreement, including without limitation the rights
provided for in Section 13.





                                       19


Section 12.       CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF FRACTIONAL
                  SHARES.

         Whenever an adjustment is made as provided in Section 11, 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 Common Stock a copy
of such certificate and (c) mail a brief summary thereof to each holder of a
Right Certificate (or, if prior to the Distribution Date, to each holder of a
certificate representing shares of Common Stock) in accordance with Section 25.
The Rights Agent shall be fully protected in relying on such certificate and on
any adjustment therein contained and shall have no duty with respect to and
shall not be deemed to have knowledge of any adjustment unless and until it
shall have received such certificate.

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

(a) In the event that, on or after the Shares Acquisition Date, any of the
following (each a "Section 13 Event") shall occur, directly or indirectly, (x)
the Company shall consolidate with, or merge with and into, any Interested
Stockholder or, if in such consolidation or merger all holders of shares of
Common Stock are not treated alike, any other Person, (y) the Company shall
consolidate or merge with any Interested Stockholder or, if in such
consolidation or merger all holders of shares of Common Stock are not treated
alike, any other Person, and the Company shall be the continuing or surviving
corporation of such consolidation or merger (other than, in the case of any
transaction described in clause (x) or (y), a merger or consolidation which
would result in all of the Voting Securities outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into securities of the surviving entity) all of the Voting Securities
of the Company or such other surviving entity outstanding immediately after such
consolidation or merger and the holders of such securities not having changed as
a result of such merger or consolidation) or (z) the Company shall sell, lease,
exchange, mortgage, pledge or otherwise transfer (or one or more of its
Subsidiaries shall sell, lease, exchange, mortgage, pledge 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 Interested Stockholder or
Stockholders or, if in such transaction all holders of shares of Common Stock
are not treated alike, any other Person (other than the Company or any
Subsidiary of the Company in one or more transactions each of which does not
violate Section 11(n)), then, and in each such case (except as provided in
Section 13(e)), proper provision shall be made so that (i) each holder of a
Right (except as provided in Section 7(e)) shall thereafter have the right to
receive, upon the exercise of such Right at a price equal to the then current
Purchase Price, in accordance with the terms of this Agreement and in lieu of
the Fractional Share otherwise receivable upon exercise of such Right prior to a
Section 13 Event, such number of freely tradable shares of Common Stock of the
Principal Party, not subject to any liens, encumbrances, rights of first refusal
or other adverse claims, as shall equal the result obtained by (A) multiplying
the then current Purchase Price by the number of Fractional Shares for which a
Right is then exercisable (without taking into account any adjustment previously
made pursuant to Section 11(a)(ii)) and dividing that product by (B) 50% of the
then current per share market price of the shares of Common Stock of such
Principal Party (determined pursuant to Section 11(d)) on the date of
consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of Section 11 shall apply
only to such Principal Party following the first occurrence of a Section 13
Event; and (iv) such Principal Party shall take such steps (including without
limitation 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




                                       20


reasonably may be, in relation to the shares of Common Stock thereafter
deliverable upon the exercise of the Rights.

(b)      "Principal Party" means:

(i) in the case of any transaction described in clause (x) or (y) of Section
13(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, and
if no securities are so issued, the Person that is the other party to such
merger or consolidation (including, if applicable, the Company if it is the
surviving corporation); and

(ii) in the case of any transaction described in clause (z) of Section 13(a),
the Person that is the party receiving the greatest portion of the assets or
earning power transferred pursuant to such transaction or transactions;

provided, however, that in any of the foregoing cases, (A) if the shares of
Common Stock of such Person are not at such time and have not been continuously
over the preceding 12 months registered under Section 12 of the Exchange Act,
and such Person is a direct or indirect Subsidiary of another Person the shares
of Common Stock of which are and have been so registered, "Principal Party"
shall refer to such other Person; (B) if such Person is a Subsidiary, directly
or indirectly, of more than one Person, the shares of 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 shares of Common Stock having the
greatest aggregate market value; and (C) in case such Person is owned, directly
or indirectly, by a joint venture formed by two or more Persons that are not
owned, directly or indirectly, by the same Person, the rules set forth in
clauses (A) and (B) above shall apply to each of the chains of ownership having
an interest in such joint venture as if such party to the joint venture 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 shall have a sufficient number of its
authorized shares of Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 13 and unless prior thereto the Company and such Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in Sections 13(a) and 13(b) and further
providing that, as soon as practicable after the date of any consolidation,
merger, sale or transfer mentioned in Section 13(a), the Principal Party at its
own expense shall:

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




                                       21


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

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

(d) The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers. The rights under this
Section 13 shall be in addition to the rights to exercise Rights and adjustments
under Section 11(a)(ii) and shall survive any exercise thereof.

(e) Notwithstanding anything in this Agreement to the contrary, this Section 13
shall not be applicable to a transaction described in clause (x) or (y) of
Section 13(a) if (i) such transaction is consummated with a Person or Persons
who acquired shares of Common Stock pursuant to a Permitted 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 Permitted Offer and (iii) the form of consideration
offered in such transaction is the same as the form of consideration paid
pursuant to such Permitted Offer. Upon consummation of any such transaction
contemplated by this Section 13(e), all Rights then outstanding shall expire.

(f) In no event shall the Rights Agent have any liability in respect of any such
Principal Party transactions. The Rights Agent may rely and be fully protected
in relying upon a certificate of the Company stating that the provisions of this
Section 13 have been fulfilled. Notwithstanding anything in this Agreement to
the contrary, the prior written consent of the Rights Agent must be obtained in
connection with any supplemental agreement which alters the rights or duties of
the Rights Agent.




                                       22


Section 14.       FRACTIONAL RIGHTS AND FRACTIONAL SHARES.

(a) The Company shall not be required to issue fractions of Rights or to
distribute Right Certificates which evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise issuable. The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the American Stock Exchange or,
if the Rights are not listed or admitted to trading on the American Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.

(b) The Company shall not be required to issue fractions of shares of Common
Stock (other than fractions that are integral multiples of one one-third of a
share of Common Stock) upon exercise of the Right or to issue certificates which
evidence fractions of shares of Common Stock (other than fractions that are
integral multiples of one one-third of a share of Common Stock). Fractions of
shares of Common Stock in integral multiples of one one-third of a share of
Common 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
Common Stock represented by such depositary receipts. In lieu of fractional
shares of Common Stock that are not integral multiples of one one-third of a
share of Common Stock, the Company may pay to the registered holders of Right
Certificates at the time such Rights are exercised as herein provided an amount
in cash equal to the same fraction of the current market value of one share of
Common Stock. For purposes of this Section 14(b) the current market value of a
share of Common Stock shall be the closing price of a share of Common Stock (as
determined pursuant to Section 11(d) for the Trading Day immediately prior to
the date of such exercise.

(c) The holder of a Right by the acceptance of such Right expressly waives such
holder's right to receive any fractional Rights or any fractional shares (except
as provided above) upon exercise of a Right.




                                       23


Section 15.       RIGHTS OF ACTION.

         All rights of action in respect of this Agreement, excepting the rights
of action given to the Rights Agent hereunder, are vested in the respective
registered holders of the Right Certificates (and, prior to the Distribution
Date, the registered holders of Common Stock); and any registered holder of any
Right Certificate (or, prior to the Distribution Date, of any share of Common
Stock), without the consent of the Rights Agent or of the holder of any other
Right Certificate (or, prior to the Distribution Date, of any other holder of
shares of Common Stock), may, in such holder's own behalf and for such holder's
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, such
holder's right to exercise the Rights evidenced by such Right Certificate in the
manner provided in such Right Certificate and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of, the obligations of any Person subject to this
Agreement.

Section 16.       AGREEMENT OF RIGHT HOLDERS.

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

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

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

(c) Subject to Section 6 and Section 7(e), the Company and the Rights Agent may
deem and treat the Person in whose name the Right Certificate (or, prior to the
Distribution Date, the associated Common Stock certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificate or the associated
Common Stock certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent
shall be affected by any notice to the contrary; 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, judgment or ruling (whether interlocutory or final) issued
by a court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, or any statute, rule, regulation or
executive order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligation; provided,
however, that the Company shall use its best efforts to have any such order,
decree, judgment or ruling lifted or otherwise overturned as soon as possible.





                                       24



Section 17.       RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER.

         No holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or distributions or be deemed for any purpose the holder of
the shares of Common Stock or any other securities or property of the Company
which may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Right Certificate be
construed to confer upon the holder of any Right Certificate, as such, any of
the rights of a stockholder of the Company, including, without limitation any
right (i) to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, (ii) to give or withhold consent to any
corporate action, (iii) to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 24), (iv) to receive dividends,
distributions or subscription rights, or (v) to institute, as a holder of Common
Stock or other securities issuable on exercise of the Rights represented by any
Right Certificate, any derivative action on behalf of the Company or otherwise,
until the Right or Rights evidenced by such Right Certificate shall have been
exercised in accordance with the provisions hereof.

Section 18.       CONCERNING THE RIGHTS AGENT.

(a) The Company agrees to pay to the Rights Agent 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 expenses and counsel fees and other disbursements incurred in the
preparation, delivery, amendment, administration or execution of this Agreement
and the exercise and performance of its duties hereunder. The Company also
agrees to fully indemnify the Rights Agent for, and to hold it harmless against,
any and all loss, liability, claim, damage, judgment, fine, penalty, demand,
settlement, cost or expense, incurred without gross negligence or willful
misconduct (as finally determined by a court of competent jurisdiction) on the
part of the Rights Agent, for any action taken, suffered or omitted by the
Rights Agent in connection with the acceptance and administration of this
Agreement, including, without limitation, the costs and expenses of defending
itself against any claim of liability arising therefrom, directly or indirectly.
The costs and expenses incurred in enforcing this right of indemnification shall
be paid by the Company. The provisions of this Section 18(a) shall survive the
expiration of the Rights, the termination of this Agreement, and the resignation
or removal of the Rights Agent.

(b) The Rights Agent shall be authorized to rely on, shall be fully protected
and shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with its acceptance and administration of this
Agreement in reliance upon any Right Certificate or certificate for shares of
Common Stock or other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, direction,
instruction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed and executed by the proper Person
or Persons, or otherwise upon the advice or opinion of its counsel as set forth
in Section 20(a).




                                       25



Section 19.       MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.

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

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

Section 20.       DUTIES OF RIGHTS AGENT.

         The Rights Agent undertakes only duties and obligations expressly
imposed by this Agreement, and no implied duties or obligations shall be read
into this Agreement against the Rights Agent, upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

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

(b) Whenever in the performance of its duties under this Agreement the Rights
Agent shall deem it necessary or desirable that any fact or matter (including,
without limitation, the identity or existence of any Acquiring Person and the
determination of "current per share market price") be proved or established by
the Company prior to taking, suffering 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 any one of the chairman, the president, any vice
president, the secretary, an assistant secretary, the treasurer or an assistant
treasurer of the Company and delivered to the Rights Agent; and such certificate
shall be full authorization and protection to the Rights Agent, and the Rights
Agent shall incur no liability for or in respect of any action taken, suffered,
or omitted to be taken in good faith by it under the provisions of this
Agreement in reliance upon such certificate.




                                       26


(c) The Rights Agent shall be liable hereunder to the Company and any other
Person only for its own gross negligence or willful misconduct, as each is
finally determined by a court of competent jurisdiction. Anything to the
contrary notwithstanding, in no event shall the Rights Agent be liable for
special, punitive, indirect, consequential or incidental loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage. Any liability
of the Rights Agent under this Agreement shall be limited to the amount of fees
paid by the Company to the Rights Agent. The provisions of this Section 20(c)
shall survive the expiration of the Rights, the termination of this Agreement,
and the resignation or removal of the Rights Agent.

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

(e) The Rights Agent shall not have any liability for, nor be under any
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be liable or responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in
any Right Certificate; nor shall it be liable or responsible for any change in
the exercisability of the Rights (including the Rights becoming null and void
pursuant to Section 7(e)) or any adjustment provided for in Sections 7, 11 or 13
or the ascertaining of the existence of facts that would require any such change
or adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after the Rights Agent's actual receipt of a certificate described
in Section 12); 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 to be issued pursuant to this Agreement or any Right Certificate
or as to whether any shares of Common Stock will, when issued, be validly
authorized and issued, fully paid and nonassessable, nor shall the Rights Agent
be liable or responsible for the legality of the terms hereof in its capacity as
an administrative agent.

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

(g) The Rights Agent is hereby authorized and directed to accept instructions
with respect to the performance of its duties hereunder from any one of the
chairman, the chief executive officer, the president, any vice president, the
secretary or the treasurer of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and such advice or
instructions shall be full authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted to be taken by it in good faith in accordance with advice or
instructions of any such officer or for any delay in acting while waiting for
such advice or instructions. Any application by the




                                       27


Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or omitted by
the Rights Agent under this Agreement and the date on or after which such action
shall be taken or such omission shall be effective. The Rights Agent shall not
be liable for any action taken, suffered or omitted by the Rights Agent in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken
or omitted.

(h) The Rights Agent and any stockholder, director, Affiliate, 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 Person.

(i) The Rights Agent may execute and exercise any of the rights or powers hereby
vested in it or perform any duty hereunder either itself or by or through its
attorneys or agents, and the Rights Agent shall not be answerable or accountable
for any act, default, neglect or misconduct of any such attorneys or agents or
for any loss to the Company, and holders of Rights or any other Person resulting
from any such act, default, neglect or misconduct, absent gross negligence or
willful misconduct (each as finally determined by a court of competent
jurisdiction) 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 it believes
that repayment of such funds or adequate indemnification against such risk or
liability is not assured to it.

(k) If, with respect to any Right 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) 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) In addition to the foregoing, 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 if such acts or
omissions are (i) in reliance upon the proper execution of the certification
concerning beneficial ownership appended to the form of assignment and the form
of election to purchase unless the officer of the Rights Agent who reviews such
certification shall have actual knowledge that, as executed, the certification
is untrue, or (ii) to refuse to honor any otherwise permissible assignment or
election by reason of



                                       28


the non-execution of such certification.

(m) The Company agrees to give the Rights Agent prompt written notice of any
event or ownership which would prohibit the exercise or transfer of the Right
Certificates.

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 30 days' notice in writing
mailed to the Company and to each transfer agent of the Common Stock by
registered or certified mail, and to the holders of the Right Certificates by
first-class mail, such notice to be at the expense of the Company. The Company
may remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing, mailed to the Rights Agent or successor Rights Agent, as the case
may be, and to each transfer agent of the Common Stock by registered or
certified mail, and to the holders of the Right Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Right Certificate, then the Rights Agent or any registered
holder of any Right Certificate may, at the expense of the Company, apply to any
court of competent jurisdiction for the appointment of a new Rights Agent;
provided that such holder of a Right Certificate shall, prior to making such
application, have submitted such holder's Right Certificate to the Company for
inspection. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a Person organized and doing business under the laws of
the United States or any state of the United States so long as such Person is
authorized to do business in such state, is in good standing, and is authorized
under such laws to exercise corporate trust or shareholder services powers and
is subject to supervision or examination by federal or state authority and that
has at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million, provided that the Company's transfer agent for
its shares of Common Stock shall be an acceptable successor Rights Agent without
regard to the foregoing capital and surplus requirement. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and the transfer agent of the Common Stock and mail a notice thereof in writing
to the registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.





                                       29


Section 22.       ISSUANCE OF NEW RIGHT CERTIFICATES.

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

Section 23.       REDEMPTION OF RIGHTS.

(a) The Board of Directors of the Company may, at its option, at any time prior
to 5:00 P.M., New York City time, on the earlier of (x) the date on which a
Section 11(a)(ii) Event shall have occurred and (y) the Final Expiration Date,
redeem all but not less than all of the then outstanding Rights at a redemption
price of $.001 per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price");
provided, however, that in the event payment of the Redemption Price to a holder
of Rights would result in the payment of an amount not equal to $.01 or an
integral multiple of $.01, the amount to be paid shall be rounded upward to the
next $.01.

(b) Immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights, 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. Within 10 days after the action of the Board of Directors ordering the
redemption of the Rights, the Company shall give notice of such redemption to
the Rights Agent and the holders of the then outstanding Rights by mailing such
notice to all such holders at their last addresses as they appear upon the
registry books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the Transfer Agent for the Common Stock. Any notice which is
mailed in the manner herein provided shall be deemed given, whether or not the
holder receives the notice. Each such notice of redemption will state the method
by which the payment of the Redemption Price will be made. Neither the Company
nor any of its Affiliates or Associates may redeem, acquire or purchase for
value any Rights at any time in any manner other than (i) as specifically set
forth in this Section 23 or (ii) in connection with the purchase of shares of
Common Stock prior to the Distribution Date.




                                       30


(c) The Company may, at its option discharge all of its obligations with respect
to the Rights by (i) issuing a press release announcing the redemption of the
Rights pursuant to this Section 23 and (ii) mailing payment of the Redemption
Price to the registered holders of the Rights at their respective last addresses
as they appear on the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the Transfer Agent of the Common
Stock, and upon such action all outstanding Rights and Right Certificates shall
be null and void without any further action by the Company.

Section 24.       NOTICE OF CERTAIN EVENTS.

(a) In case the Company shall propose (a) to pay any dividend payable in stock
of any class to the holders of shares of Common Stock or to make any other
distribution to the holders of shares of Common Stock (other than a regular
quarterly cash dividend) or (b) to offer to the holders of shares of Common
Stock rights or warrants to subscribe for or to purchase any additional shares
of Common Stock or of stock of any class or any other securities, rights or
options or (c) to effect any reclassification of the Common Stock (other than a
reclassification involving only the subdivision of outstanding shares of Common
Stock) or (d) to effect any consolidation or merger into or with any other
Person (other than a Subsidiary of the Company in a transaction that does not
violate Section 11(n)) or to effect any sale or other transfer (or to permit one
or more of its Subsidiaries to effect any sale or other transfer), in one or
more transactions, of 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any other Person (other than the
Company or any of its Subsidiaries in one or more transactions, each of which
does not violate Section 11(n) or in a transaction that may be effected without
notice to or approval of or consent by the holders of at least a majority of the
outstanding shares of Common Stock), or (e) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Right Certificate and to the Rights Agent, in
accordance with Section 25, a notice of such proposed action which shall specify
the record date for the purposes of such stock dividend, or distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the Common Stock, if any
such date is to be fixed, and such notice shall be so given in the case of any
action covered by clause (a) or (b) above at least 20 days prior to the record
date for determining holders of the Common Stock for purposes of such action,
and in the case of any such other action, at least 20 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 Common Stock, whichever shall be the earlier.

(b) In case any Section 11(a)(ii) Event shall occur, then (i) the Company shall
as soon as practicable thereafter give to each holder of a Right Certificate and
to the Rights Agent, in accordance with Section 25, written notice of the
occurrence of such event, which shall specify the event and the consequences of
the event to the holders of Rights under Section 11(a)(ii), and (ii) all
references in Section 24(a) to shares of Common Stock shall be deemed thereafter
to refer also to shares of other securities of the Company, if appropriate.




                                       31


(c) The failure to give notice required by this Section 24 or any defect therein
shall not affect the legality or validity of the action taken by the Company or
the vote on any such action by the holders of capital stock of the Company.

Section 25.       NOTICES.

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

                           Uni-Marts Inc.
                           477 E. Beaver Ave.
                           State College, PA  16801-5690
                           Attention:  Secretary

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

                           Mellon Investor Services LLC
                           44 Wall Street, 6th Floor
                           New York, NY  10005
                           Attention:  Yvonne Benn

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





                                       32



Section 26.       SUPPLEMENTS AND AMENDMENTS.

         Subject to the last sentence of this Section 26, prior to the
Distribution Date the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of this Agreement (including
supplements or amendments that may be deemed to affect adversely the interests
of the holders of Rights) without the approval of any holders of shares of
Common Stock or Rights. Subject to the last sentence of this Section 26, from
and after the Distribution Date the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval of
any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be invalid, void,
unenforceable or otherwise defective or inconsistent with any other provision
hereof, (iii) to shorten or lengthen any time period hereunder or (iv) to change
or supplement the provisions hereunder in any manner which the Company may deem
desirable, including, without limitation, the addition of other events requiring
adjustment to the Rights under Section 11(a)(ii) or Section 13 or procedures
relating to the redemption of the Rights, which change, amendment or supplement
shall not adversely affect the interests of the holders of Rights (other than
Rights which are null and void pursuant to Section 7(e)); provided, that from
and after the Distribution Date, this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of, or the
benefits to, the holders of Rights. Notwithstanding anything contained in this
Agreement to the contrary, without the approval or consent of the holders of the
affected Rights then outstanding (other than Rights which are null and void
pursuant to Section 7(e)) no supplement or amendment shall be made which
decreases the Redemption Price, increases the Purchase Price, decreases the
number of fractional shares of Common Stock constituting a Fractional Share, or
decreases the amount of other securities, cash or property for which a Right is
exercisable. Prior to the Distribution Date, the interests of the holders of
Rights shall be deemed coincident with the interests of the holders of shares of
Common Stock. 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 26, the Rights Agent shall execute
such supplement or amendment, provided such supplement or amendment does not
change or increase the Rights Agent's rights, duties, liabilities or obligations
hereunder. Notwithstanding any other provision hereof, the Rights Agent's
consent must be obtained regarding any amendment or supplement pursuant to this
Section 26 which alters the Rights Agent's rights, duties, liabilities or
obligations hereunder.

Section 27.       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.




                                       33


Section 28.       DETERMINATIONS AND ACTIONS BY THE COMPANY OR THE BOARD OF
DIRECTORS.

         For all purposes of this Agreement, any calculation of the number of
shares of Common Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding Common
Stock of which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act. The Board of Directors of the Company shall
have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend this Agreement or
as to whether an Acquiring Person exists or as to whether any Section 11(a)(ii)
Event has occurred). 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 shall (x) be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights and all other Persons and (y) not subject any
Person who was a director of the Company at the time thereof to any liability to
the holders of the Rights.

Section 29.       BENEFITS OF THIS AGREEMENT.

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

Section 30.       SEVERABILITY.

(a) 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 of the Company
determines in good faith that severing the invalid language of this Agreement
would adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23, if it shall then have expired, shall be
reinstated and shall not expire until the Close of Business on the tenth day
following the date of such determination by the Board of Directors.

(b) If legal counsel to the Company delivers to the Company a written opinion to
the effect that, as a result of changes in federal law or Delaware law, any
term, provision, covenant or restriction of this Agreement may be invalid, void,
or unenforceable, then, notwithstanding any other provision of this Agreement,
the Company and the Rights Agent may amend this Agreement to modify, revise or
delete such term, provision, covenant or restriction to the extent necessary to
comply with such law as so changed.




                                       34



Section 31.       GOVERNING LAW.

         This Agreement and each Right Certificate issued hereunder shall be
deemed to be a contract made under the laws of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State,
provided, however, that all provisions regarding the rights, duties and
obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.

Section 32.       COUNTERPARTS.

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

Section 33.       DESCRIPTIVE HEADINGS.

         Descriptive headings of Sections of this Agreement are inserted for
convenience of reference only, form no part of this Agreement and shall not be
considered for purposes of interpreting or construing any of the provisions
hereof.

                  [remainder of page intentionally left blank]




                                       35




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


                                      UNI-MARTS INC.



                                      By:  /s/ Henry D. Sahakian
                                               Name:  Henry D. Sahakian
                                               Title: Chairman of the Board and
                                                      Chief Executive Officer




                                      MELLON INVESTOR SERVICES LLC
                                      as Rights Agent



                                      By:  /s/ Yvonne D. Benn
                                               Name:  Yvonne D. Benn
                                               Title: Client Service Manager



                                       36

                                                                       Exhibit A

                                 UNI-MARTS INC.

                   SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK
                   ------------------------------------------

         On February 6, 2002, the Board of Directors of Uni-Marts Inc., a
Delaware corporation (the "Company"), declared a dividend distribution of one
right (a "Right") for each outstanding share of common stock, par value $0.10
per share, of the Company (the "Common Stock") payable to stockholders of record
at the close of business on February 19, 2002 (the "Record Date"). One Right
will also be issued to the holder of each share of Common Stock that becomes
outstanding after the Record Date and before the earliest of (i) the
Distribution Date, as defined below, (ii) the redemption of the Rights, and
(iii) the expiration of the Rights. Except as set forth below, and subject to
adjustment as provided in the Rights Agreement (as defined below), each Right
entitles the registered holder to purchase from the Company two-thirds of a
share of Common Stock (a "Fractional Share") for an exercise price of $10.67 per
Right (the "Purchase Price"). Under certain circumstances, as set forth in the
Rights Agreement (described below), the Company may substitute other securities
or property for a Fractional Share otherwise obtainable upon exercise of a
Right, provided the value of such securities is equal to the then current market
price of a Fractional Share. The description and terms of the Rights are set
forth in the Rights Agreement (the "Rights Agreement") dated as of February 6,
2002 between the Company and Mellon Investor Services LLC, as Rights Agent (the
"Rights Agent").

         The Rights are not exercisable until the "Distribution Date" which is
the earlier of (i) the date which is 10 days (or such later date as the Board of
Directors may determine) after the commencement of, or first public announcement
of an intention to make, a tender or exchange offer by any person, other than
the Company and certain related entities, if, upon the consummation of such
offer a person or group of affiliated or associated persons would become an
Acquiring Person (defined below) or (ii) the date of the first public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, otherwise than pursuant to a
Permitted Offer (described below), beneficial ownership of 15% or more of the
outstanding shares of Common Stock, in each case subject to certain
grandfathering provisions. A person or group whose acquisition of shares of
Common Stock causes a Distribution Date to occur pursuant to the foregoing
clause (ii) is an "Acquiring Person." The grandfathering provisions are
applicable to Henry D. Sahakian, the Company's founder and Chairman, Daniel D.
Sahakian, a director of the Company, and certain persons related to or
affiliated with them (collectively, the "Grandfathered Persons"), except to the
extent that the Grandfathered Persons acquire beneficial ownership of Common
Stock (other than as a result of the acquisition of Common Stock or the right to
acquire shares of Common Stock, directly or indirectly, from the Company) that
would increase the percentage beneficial ownership of the outstanding Common
Stock of the Company held by the Grandfathered Persons, as compared to the
percentage beneficial ownership of the Grandfathered Persons on the date of the
Rights Agreement, by more than 1% of the outstanding Common Stock of the
Company.

         Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the





Rights will be evidenced by the Common Stock certificates and not by separate
certificates and will be transferred with and only with such Common Stock
certificates (except in connection with the redemption of the Rights), (ii) new
Common Stock certificates issued after the Record Date will contain a notation
referring to the Rights associated with such shares of Common Stock,
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificates. As soon as practicable after the Distribution Date, separate Right
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 Right
Certificates alone will represent the Rights.

         The Rights will expire at the close of business on January 31, 2012,
unless earlier redeemed by the Company as described below.

         In the event that any person becomes an Acquiring Person (otherwise
than pursuant to a Permitted Offer), the Rights will be modified automatically
so that each holder of a Right will thereafter have, in lieu of the right to
purchase a Fractional Share, the right (the "Flip-In Right") to receive upon
exercise of the Right the number of shares of Common Stock which, immediately
before such Acquiring Person became an Acquiring Person, had a market value
equal to twice the amount of the exercise price of the Right. Notwithstanding
the foregoing, after such person shall have become an Acquiring Person, all
Rights that are, or under certain circumstances specified in the Rights
Agreement were, beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void, and any holder of such Rights will have
no right to exercise such Rights. A "Permitted Offer" is a tender or exchange
offer which is for all outstanding shares of Common Stock at a price and on
terms which the Board of Directors determines to be adequate and otherwise in
the best interests of the Company and its stockholders (other than such
Acquiring Person, its affiliates and associates), taking into account all
factors that the directors may deem relevant thereto.

         In the event that, at any time after a person or group has become an
Acquiring Person, (i) the Company is acquired in a merger or other business
combination in which the holders of all of the outstanding shares of Common
Stock immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power or (ii) more than 50%
of the Company's assets or earning power is sold, leased, exchanged, mortgaged,
pledged or otherwise transferred or disposed of (in one transaction or a series
of related transactions), in any such case with or to an Acquiring Person or any
affiliate or associate thereof or any other person in which such Acquiring
Person, affiliate or associate has an interest or any person acting on behalf of
or in concert with such Acquiring Person (or, if in such transaction all holders
of shares of Common Stock are not treated alike, any other person), then each
holder of a Right (except Rights which previously have become null and void as
set forth above) shall thereafter have the right (the "Flip-Over Right") to
receive, upon exercise of the Right, shares of common stock of the acquiring
company having a value equal to twice the amount of the exercise price of the
Right. Each such holder of a Right will continue to have a Flip-Over Right
whether or not such holder exercises or surrenders the Flip-In Right, and such
holder will have a successive Flip-Over Right on each occurrence of a




                                      -2-


transaction specified in the first sentence of this paragraph.

         At any time before a person or group becomes an Acquiring Person, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption Price"), subject to adjustment. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price. Notice of redemption will be given by
mail to each holder of Rights at such holder's last address on the registry
books for the Rights, or, at the Company's option, by issuing a press release
and mailing payment of the redemption price to the registered holders of the
Rights.

         The Purchase Price payable, and the number of Units or other securities
or property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution in the event of certain changes in the Common
Stock or distributions of such stock or other events which would otherwise
diminish the benefits intended to be afforded by the Rights. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase Price.

         No fractional Rights or shares of Common Stock will be issued, other
than fractions of a share of Common Stock which are one-third of a share or an
integral multiple of one-third of a share and, in lieu thereof, a payment in
cash will be made based on the market price of the Rights or Common Stock, as
the case may be, on the last trading date prior to the date of exercise of the
Rights involved or the Company may issue scrip, warrants or depositary receipts.

         Prior to the Distribution Date the Board of Directors may, without the
approval of any holder of Rights, supplement or amend any provision of the
Rights Agreement other than to decrease the Redemption Price, increase the
Exercise Price or decrease the number of one one-tenths of a share of Common
Stock purchasable upon exercise of a Right. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of Directors only
to cure any ambiguity, defect or inconsistency, to make changes which do not
adversely affect the interests of the holders of Rights (other than holders
whose Rights have become null and void as set forth above) or to shorten or
lengthen any time period under the Rights Agreement; provided that no such
amendment may be adopted to adjust the time period governing redemption at a
time when the Rights are not redeemable.

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

         The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
except pursuant to a



                                      -3-


Permitted Offer or an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Company's Board of Directors prior to the time a
person or group has announced an intention to acquire, or has acquired,
beneficial ownership of 15% or more of the Common Stock, because until such time
the Rights may be redeemed by the Company.

         A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Company's Registration Statement on
Form 8-A/A filed on February ___, 2002. A copy of the Rights Agreement is
available to registered holders of the Rights 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.




                                      -4-

                                                                       Exhibit B

                           [Form of Right Certificate]


Certificate No. R-___                                        ____________ Rights



         NOT EXERCISABLE AFTER JANUARY 31, 2012, OR EARLIER IF NOTICE OF
         REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION
         OF THE COMPANY AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
         AGREEMENT.

         *THE RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE WERE ISSUED TO A
         PERSON WHO IS, WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR AN
         ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
         RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS
         REPRESENTED THEREBY ARE NULL AND VOID.


                                Right Certificate

                                 UNI-MARTS 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 6, 2002 (the "Rights Agreement")
between Uni-Marts Inc., a Delaware corporation (the "Company"), and Mellon
Investor Services LLC (the "Rights Agent") to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 p.m. (New York time) on January 31, 2012 at the
office of the Rights Agent designated for such purpose, or at the office of its
successor as Rights Agent, two-thirds of a fully paid and nonassessable share (a
"Fractional Share") of the common stock, par value $0.10 per share, of the
Company (the "Common Stock") at a purchase price of $10.67 per Fractional Share
(subject to adjustment) (the "Purchase Price"), upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Right Certificate (and the amount of
securities constituting a Fractional Share which may be purchased upon exercise
thereof) set forth above, and the Purchase Price set forth above, are such
numbers and Purchase Price as of February 6,


--------
* This legend shall be inserted only if applicable.




2002, based on the Common Stock as constituted at such date. As provided in the
Rights Agreement, the Purchase Price and the number of Fractional Shares which
may be purchased upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the happening of
certain events.

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
incorporated herein by reference and made a part hereof. Reference is made to
the Rights Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities hereunder of the Company, the Rights
Agent and the holders of the Right Certificates. Capitalized terms used in this
Right Certificate have the same meanings as such terms are defined in the Rights
Agreement.

         Copies of the Rights Agreement are on file at the principal executive
office of the Company and the above-mentioned office of the Rights Agent.

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

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate may, but are not required to, be redeemed by the Company at
a redemption price of $0.001 per Right, subject to adjustment.

         No fractional share of Common Stock will be issued upon the exercise of
any Right or Rights evidenced hereby (other than fractional shares which are
integral multiples of one-third of a share of Common Stock, which may, at the
election of the Company, be evidenced by depositary receipts), but in lieu
thereof the Company may elect to issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or in bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share or
make a cash payment, as provided in the Rights Agreement.

         No holder of this Right Certificate, as such, shall be entitled to vote
or to receive dividends or shall be deemed for any purpose the holder of shares
of Common Stock, notes or any other securities, cash or property which may at
any time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company, including, without
limitation, any right to vote in the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action,



                                      -2-


or to receive notice of meetings or other actions affecting stockholders (except
as provided in the Rights Agreement), or to receive dividends or subscription
rights, or to institute, as a holder of Common Stock or other securities
issuable on the exercise of the Rights represented by this Certificate, any
derivative action, or otherwise, until, and to the extent, the Rights evidenced
by this Right Certificate shall have been exercised as provided in the Rights
Agreement.

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

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


                                     UNI-MARTS INC.



                                     By:
                                         -------------------------------------
[CORPORATE SEAL]

Attest:


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




Countersigned:

MELLON INVESTOR SERVICES LLC,
as Rights Agent


By: -----------------------------
        Authorized Officer



                                      -3-



                   [Form of Reverse Side of Right Certificate]

                               FORM OF ASSIGNMENT

                 To be executed by the registered holder if such
                holder desires to transfer the Right Certificate


         FOR VALUE RECEIVED ______________________________ hereby sells, assigns
   and transfers unto

   ___________________________________________________________________________

________________________________________________________________________________
                 (Please print name and address of transferee)
_______________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________________________
attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

Dated: __________________, ____


                                               _________________________________
                                                         Signature


Signature Guaranteed: __________________________

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

             ______________________________________________________

                                   CERTIFICATE

    The undersigned hereby certifies by checking the appropriate boxes that:

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



                                      -4-


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

Dated: ________________, ____

                                            Signature

Signature Guaranteed: ________________________________

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

             ______________________________________________________

                                     NOTICE

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

             ______________________________________________________


                                     WARNING

         In the event the Certificate set forth above is not completed, the
Company will deem the Beneficial Owner of the Rights evidenced by this Right
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement), and the Company will affix a legend to that
effect on any Right Certificates issued in exchange for this Right Certificate.



                                      -5-



                          FORM OF ELECTION TO PURCHASE

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

To:      UNI-MARTS INC.

         The undersigned hereby irrevocably elects to exercise
__________________________ Rights represented by this Right Certificate to
purchase the Fractional Share issuable upon the exercise of such Rights (or such
other securities of the Company or of any other Person which may be issuable
upon the exercise of such Rights) and requests that certificates for the shares
of Common Stock be issued in the name of:

Please insert social security
or other identifying number _______________________________________

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

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

Please insert social security
or other identifying number _______________________________________

________________________________________________________________________________
                         (Please print name and address)

________________________________________________________________________________

Dated: _________________, ____

                                                ________________________________
                                                           Signature

Signature Guaranteed: ____________________________

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



                                      -6-


                                   CERTIFICATE


         The undersigned hereby certifies by checking the appropriate boxes
that:

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

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

Dated: _______________, ____                ____________________________________
                                                                       Signature

Signature Guaranteed: ________________________

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

              ____________________________________________________

                                     NOTICE

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

              ____________________________________________________

                                     WARNING

         In the event the Certificate set forth above is not completed, the
Company will deem the Beneficial Owner of the Rights evidenced by this Right
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and the Company will affix a legend to that
effect on any Right Certificates issued in exchange for this Right Certificate.



                                      -7-