EXHIBIT 10.3




                         PROFIT SHARING PLAN



                                 26


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               REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                            PLAN AND TRUST

                             Sponsored By


                            BPA Harbridge




                       BASIC PLAN DOCUMENT #R1





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THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES.
UNAUTHORIZED USE, DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF
ELECTRONIC MEANS, IS PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT
OF THE AUTHOR.

                          TABLE OF CONTENTS


PARAGRAPH                                                     PAGE

                              ARTICLE I
                             DEFINITIONS

1.1      Actual Deferral Percentage                        1
1.2      Adoption Agreement                                1
1.3      Aggregate Limit                                   1
1.4      Annual Additions                                  2
1.5      Annuity Starting Date                             2
1.6      Applicable Calendar Year                          2
1.7      Applicable Life Expectancy                        2
1.8      Average Contribution Percentage (ACP)             2
1.9      Average Deferral Percentage (ADP)                 2
1.10          Break In Service                             3
1.11          Code                                         3
1.12          Compensation                                 3
1.13          Contribution Percentage                      4
1.14          Defined Benefit Plan                         5
1.15          Defined Benefit (Plan) Fraction              5
1.16          Defined Contribution Dollar Limitation       5
1.17          Defined Contribution Plan                    5
1.18          Defined Contribution (Plan) Fraction         5
1.19          Designated Beneficiary                       6
1.20          Disability                                   6
1.21          Distribution Calendar Year                   6
1.22          Early Retirement Age                         6
1.23          Earned Income                                6
1.24          Effective Date                               6
1.25          Election Period                              6
1.26          Elective Deferral                            6
1.27          Eligible Participant                         7
1.28          Employee                                     7
1.29          Employer                                     7
1.30          Entry Date                                   7
1.31          Excess Aggregate Contributions               7
1.32          Excess Amount                                7
1.33          Excess Contribution                          8
1.34          Excess Elective Deferrals                    8
1.35          Family Member                                8
1.36          First Distribution Calendar Year             8
1.37          Fund                                         8
1.38          Hardship                                     8
1.39          Highest Average Compensation                 8


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1.40          Highly Compensated Employee                  8
1.41          Hour Of Service                              9
1.42          Key Employee                                 10
1.43          Leased Employee                              10
1.44          Limitation Year                              10
1.45          Master Or Prototype Plan                     10
1.46          Matching Contribution                        10
1.47          Maximum Permissible Amount                   10
1.48          Net Profit                                   11
1.49          Normal Retirement Age                        11
1.50          Owner-Employee                               11
1.51          Paired Plans                                 11
1.52          Participant                                  11
1.53          Participant's Benefit                        11
1.54          Permissive Aggregation Group                 11
1.55          Plan                                         11
1.56          Plan Administrator                           11
1.57          Plan Year                                    11
1.58          Present Value                                11
1.59          Projected Annual Benefit                     11
1.60          Qualified Deferred Compensation Plan         12
1.61          Qualified Domestic Relations Order           12
1.62          Qualified Early Retirement Age               12
1.63          Qualified Joint And Survivor Annuity         12
1.64          Qualified Matching Contribution              12
1.65          Qualified Non-Elective Contributions         12
1.66          Qualified Voluntary Contribution             12
1.67          Regional Prototype Plan                      12
1.68          Required Aggregation Group                   13
1.69          Required Beginning Date                      13
1.70          Rollover Contribution                        13
1.71          Salary Savings Agreement 13
1.72          Self-Employed Individual 13
1.73          Service                                      13
1.74          Shareholder Employee                         13
1.75          Simplified Employee Pension Plan             13
1.76          Sponsor                                      13
1.77          Spouse (Surviving Spouse)                    14
1.78          Super Top-Heavy Plan                         14
1.79          Taxable Wage Base                            14
1.80          Top-Heavy Determination Date                 14
1.81          Top-Heavy Plan                               14
1.82          Top-Heavy Ratio                              14
1.83          Top-Paid Group                               15
1.84          Transfer Contribution                        16
1.85          Trustee                                      16
1.86          Valuation Date                               16
1.87          Vested Account Balance                       16
1.88          Voluntary Contribution                       16
1.89          Welfare Benefit Fund                         16
1.90          Year Of Service                              17


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                              ARTICLE II
                       ELIGIBILITY REQUIREMENTS

2.1      Participation                                     18
2.2      Change In Classification Of Employment            18
2.3      Computation Period                                18
2.4      Employment Rights                                 18
2.5      Service With Controlled Groups                    18
2.6      Owner-Employees                                   18
2.7      Leased Employees                                  19
2.8      Thrift Plans                                      19


                             ARTICLE III
                        EMPLOYER CONTRIBUTIONS

3.1      Amount                                            20
3.2      Expenses And Fees                                 20
3.3      Responsibility For Contributions                  20
3.4      Return Of Contributions                           20


                              ARTICLE IV
                        EMPLOYEE CONTRIBUTIONS

4.1      Voluntary Contributions                           21
4.2      Qualified Voluntary Contributions                 21
4.3      Rollover Contribution                             21
4.4      Transfer Contribution                             22
4.5      Employer Approval Of Transfer
           Contributions                                   22
4.6      Elective Deferrals                                22
4.7      Required Voluntary Contributions                  23
4.8      Direct Rollover Of Benefits                       23


                              ARTICLE V
                         PARTICIPANT ACCOUNTS

5.1      Separate Accounts                                 24
5.2      Adjustments To Participant Accounts               24
5.3      Allocating Employer Contributions                 25
5.4      Allocating Investment Earnings
           And Losses                                      25
5.5      Participant Statements                            25


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                              ARTICLE VI
                RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1      Normal Retirement Benefits                        26
6.2      Early Retirement Benefits                         26
6.3      Benefits On Termination Of Employment             26
6.4      Restrictions On Immediate Distributions           27
6.5      Normal Form Of Payment                            28
6.6      Commencement Of Benefits                          28
6.7      Claims Procedures                                 29
6.8      In-Service Withdrawals                            29
6.9      Hardship Withdrawal                               30


                             ARTICLE VII
                      DISTRIBUTION REQUIREMENTS

7.1      Joint And Survivor Annuity Requirements           32
7.2      Minimum Distribution Requirements                 32
7.3      Limits On Distribution Periods                    32
7.4      Required Distributions On Or After
           The Required Beginning Date                     32
7.5      Required Beginning Date                           33
7.6      Transitional Rule                                 34
7.7      Designation Of Beneficiary For
            Death Benefit                                  35
7.8      Nonexistence Of Beneficiary                       35
7.9      Distribution Beginning Before Death               35
7.10          Distribution Beginning After Death           35
7.11          Distribution Of Excess Elective
           Deferrals                                       36
7.12          Distributions Of Excess Contributions        37
7.13          Distribution Of Excess Aggregate
           Contributions                                   37


                             ARTICLE VIII
               JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1      Applicability Of Provisions                       39
8.2      Payment Of Qualified Joint
           And Survivor Annuity                            39
8.3      Payment of Qualified Pre-Retirement
           Survivor Annuity                                39
8.4      Qualified Election                                39
8.5      Notice Requirements For Qualified Joint
           And Survivor Annuity                            40
8.6      Notice Requirements For Qualified
           Pre-Retirement Survivor Annuity                 40
8.7      Special Safe-Harbor Exception For
           Certain Profit-Sharing Plans                    40
8.8      Transitional Joint And Survivor
           Annuity Rules                                   41
8.9      Automatic Joint And Survivor Annuity
           And Early Survivor Annuity                      41
8.10          Annuity Contracts                            42


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                              ARTICLE IX
                               VESTING

9.1      Employee Contributions                            43
9.2      Employer Contributions                            43
9.3      Computation Period                                43
9.4      Re-qualification Prior To Five
           Consecutive One-Year Breaks
           In Service                                      43
9.5      Re-qualification After Five
           Consecutive One-Year Breaks
           In Service                                      43
9.6      Calculating Vested Interest                       43
9.7      Forfeitures                                       44
9.8      Amendment Of Vesting Schedule                     44
9.9      Service With Controlled Groups                    44
9.10          Application Of Prior Vesting Rules           44


                              ARTICLE X
                    LIMITATIONS ON ALLOCATIONS AND
                      ANTIDISCRIMINATION TESTING

10.1          Participation In This Plan Only              45
10.2          Disposition Of Excess Annual Additions       45
10.3          Participation In This Plan And Another
           Regional Prototype Defined                      45
           Contribution Plan, Welfare Benefit
             Fund, Or Individual
           Medical Account Maintained By
             The Employer
10.4          Disposition Of Excess Annual Additions
           Under Two Plans                                 46
10.5          Participation In This Plan And
           Another Defined Contribution Plan
           Plan Which Is Not A Regional
           Prototype Plan                                  47
10.6          Participation In This Plan And A
           Defined Benefit Plan                            47
10.7          Limitations On Allocations                   47
10.8          Average Deferral Percentage (ADP) Test       47
10.9          Special Rules Relating To Application
           of ADP Test                                     48
10.10    Re-characterization                               48
10.11    Average Contribution Percentage
           (ACP) Test                                      49
10.12    Special Rules Relating To Application
            Of ACP Test                                    49


                              ARTICLE XI
                            ADMINISTRATION

11.1          Plan Administrator                           51
11.2          Trustee                                      51
11.3          Administrative Fees And Expenses             52
11.4          Division Of Duties And Indemnification       52


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                             ARTICLE XII
                          TRUST FUND ACCOUNT

12.1          The Fund                                     54
12.2          Control Of Plan Assets                       54
12.3          Exclusive Benefit Rules                      54
12.4          Assignment And Alienation Of Benefits        54
12.5          Determination Of Qualified Domestic
           Relations Order (QDRO)                          54


                             ARTICLE XIII
                             INVESTMENTS

13.1          Fiduciary Standards                          56
13.2          Trustee Appointment                          56
13.3          Investment Alternatives Of The Trustee       56
13.4          Participant Loans                            57
13.5          Insurance Policies                           58
13.6          Employer Investment Direction                59
13.7          Employee Investment Direction                60


                             ARTICLE XIV
                         TOP-HEAVY PROVISIONS

14.1          Applicability Of Rules                       61
14.2          Minimum Contribution                         61
14.3          Minimum Vesting                              61


                              ARTICLE XV
                      AMENDMENT AND TERMINATION

15.1          Amendment By Sponsor                         62
15.2          Amendment By Employer                        62
15.3          Termination                                  62
15.4          Qualification Of Employer's Plan             63
15.5          Mergers And Consolidations                   63
15.6          Resignation And Removal                      63
15.7          Qualification Of Prototype                   63


                             ARTICLE XVI
                            GOVERNING LAW
         Governing Law                                     64


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               REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                            PLAN AND TRUST

                             Sponsored By

                            BPA Harbridge

The Sponsor hereby establishes the following Regional Prototype
Defined Contribution Plan and Trust for use by those of its adopting
Employers who qualify and wish to provide a qualified retirement
program for its Employees.  Any Plan and Trust Account established
hereunder shall be administered for the exclusive benefit of
Participants and their beneficiaries under the following terms and
conditions:

                              ARTICLE I

                             DEFINITIONS

1.1 ACTUAL DEFERRAL PERCENTAGE.  The ratio (expressed as a
percentage and calculated separately for each Participant) of:

    (a)  the amount of Employer contributions [as defined at (c)
         and (d)] actually paid over to the Fund on behalf of such
         Participant for the Plan Year to

    (b)  the Participant's Compensation for such Plan Year.
         Compensation will only include amounts for the period
         during which the Employee was eligible to participate.

Employer contributions on behalf of any Participant shall include:

    (c)  any Elective Deferrals made pursuant to the Participant's
         deferral election, including Excess Elective Deferrals,
         but excluding Elective Deferrals that are taken into
         account in the Contribution Percentage test (provided the
         ADP test is satisfied both with and without exclusion of
         these Elective Deferrals) or are returned as excess Annual
         Additions; and

    (d)  at the election of the Employer, Qualified Non Elective
         Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an Employee
who would be a Participant but for the failure to make Elective
Deferrals shall be treated as a Participant on whose behalf no
Elective Deferrals are made.

1.2 ADOPTION AGREEMENT.  The document attached to this Plan by
which an Employer elects to establish a qualified retirement plan
and trust account under the terms of this Regional Prototype Defined
Contribution Plan and Trust.

1.3 AGGREGATE LIMIT.  The sum of:

    (a)  125 percent of the greater of the ADP of the non Highly
         Compensated Employees for the Plan Year or the ACP of non
         Highly Compensated Employees under the Plan subject to
         Code Section 401(m) for the Plan Year beginning with or
         within the Plan Year of the cash or deferred arrangement
         as described in Code Section 401(k) or Code Section
         402(h)(1)(B) and

    (b)  the lesser of 200% or two plus the lesser of such ADP or
         ACP.


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Alternatively, the Aggregate Limit may be expressed by substituting
the word "lesser" for the word "greater" where it appears in the
first line of sub paragraph (a) and substituting the word "greater"
for the word "lesser" where it appears for the second time in the
first line of sub paragraph (b).

1.4 ANNUAL ADDITIONS.  The sum of the following amounts credited to
a Participant's account for the Limitation Year:

    (a)  Employer Contributions,

    (b)  Employee Contributions (under Article IV),

    (c)  forfeitures, and

    (d)  amounts allocated after March 31, 1984 to an individual
         medical account, as defined in Code Section 415(l)(2),
         which is part of a pension or annuity plan maintained by
         the Employer (these amounts are treated as Annual
         Additions to a Defined Contribution Plan though they arise
         under a Defined Benefit Plan), and

    (e)  amounts derived from contributions paid or accrued after
         1985, in taxable years ending after 1985, which are either
         attributable to post retirement medical benefits,
         allocated to the account of a Key Employee, or a Welfare
         Benefit Fund maintained by the Employer are also treated
         as Annual Additions to a Defined Contribution Plan.  For
         purposes of this paragraph, an Employee is a Key Employee
         if he or she meets the requirements of paragraph 1.42 at
         any time during the Plan Year or any preceding Plan Year.
         Welfare Benefit Fund is defined at paragraph 1.89.

Excess amounts applied in a Limitation Year to reduce Employer
contributions will be considered Annual Additions for such
Limitation Year, pursuant to the provisions of Article X.

1.5 ANNUITY STARTING DATE.  The first day of the first period for
which an amount is paid as an annuity or in any other form.

1.6 APPLICABLE CALENDAR YEAR.  The first Distribution Calendar
Year, and in the event of the recalculation of life expectancy, such
succeeding calendar year.  If payments commence in accordance with
paragraph 7.4(e) before the Required Beginning Date, the Applicable
Calendar Year is the year such payments commence.  If distribution
is in the form of an immediate annuity purchased after the
Participant's death with the Participant's remaining interest, the
Applicable Calendar Year is the year of purchase.

1.7 APPLICABLE LIFE EXPECTANCY.  Used in determining the required
minimum distribution.  The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of the
Participant (or Designated Beneficiary) as of the Participant's (or
Designated Beneficiary's) birthday in the applicable calendar year
reduced by one for each calendar year which has elapsed since the
date life expectancy was first calculated.  If life expectancy is
being recalculated, the Applicable Life Expectancy shall be the life
expectancy as so recalculated.  The life expectancy of a non Spouse
Beneficiary may not be recalculated.

1.8 AVERAGE CONTRIBUTION PERCENTAGE (ACP).  The average of the
Actual Contribution Percentages for each Highly Compensated Employee
and for each non Highly Compensated Employee.

1.9 AVERAGE DEFERRAL PERCENTAGE (ADP).  The average of the
Percentages for each Highly Compensated Employee and for each non
Highly Compensated Employee.


                                   2


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1.10     BREAK IN SERVICE.  A 12-consecutive month period during which
an Employee fails to complete more than 500 Hours of Service.

1.11     CODE.  The Internal Revenue Code of 1986, including any
amendments.

1.12     COMPENSATION.  The Employer may select one of the following
three safe harbor definitions of Compensation in the Adoption
Agreement.  Compensation shall only include amounts earned while a
Participant if Plan Year is chosen as the applicable computation
period.

    (a)  Code Section 3401(a) Wages.  Compensation is defined as
         wages within the meaning of Code Section 3401(a) for the
         purposes of Federal income tax withholding at the source
         but determined without regard to any rules that limit the
         remuneration included in wages based on the nature or
         location of the employment or the services performed [such
         as the exception for agricultural labor in Code Section
         3401(a)(2)].

    (b)  Code Section 6041 and 6051 Wages.  Compensation is defined
         as wages as defined in Code Section 3401(a) and all other
         payments of Compensation to an Employee by the Employer
         (in the course of the Employer's trade or business) for
         which the Employer is required to furnish the Employee a
         written statement under Code Section 6041(d) and
         6051(a)(3).  Compensation must be determined without
         regard to any rules under Code Section 3401(a) that limit
         the remuneration included in wages based on the nature or
         location of the employment or the services performed [such
         as the exception for agricultural labor in  Code Section
         3401(a)(2)].

    (c)  Code Section 415 Compensation.  For purposes of applying
         the limitations of Article X and Top Heavy Minimums, the
         definition of Compensation shall be Code Section 415
         Compensation defined as follows:  a Participant's Earned
         Income, wages, salaries, and fees for professional
         services and other amounts received (without regard to
         whether or not an amount is paid in cash) for personal
         services actually rendered in the course of employment
         with the Employer maintaining the Plan to the extent that
         the amounts are includable in gross income [including, but
         not limited to, commissions paid salesmen, Compensation
         for services on the basis of a percentage of profits,
         commissions on insurance premiums, tips, bonuses, fringe
         benefits and reimbursements or other expense allowances
         under a non accountable plan (as described in Regulation
         1.62-2(c)], and excluding the following:

         1.   Employer contributions to a plan of deferred
              compensation which are not includable in the
              Employee's gross income for the taxable year in which
              contributed, or Employer contributions under a
              Simplified Employee Pension Plan or any distributions
              from a plan of deferred compensation,

         2.   Amounts realized from the exercise of a non qualified
              stock option, or when restricted stock (or property)
              held by the Employee either becomes freely
              transferable or is no longer subject to a substantial
              risk of forfeiture,

         3.   Amounts realized from the sale, exchange or other
              disposition of stock acquired under a qualified stock
              option; and

         4.   Other amounts which received special tax benefits, or
              contributions made by the Employer (whether or not
              under a salary reduction agreement) towards the
              purchase of an annuity contract described in Code
              Section 403(b) (whether or not the contributions are
              actually excludible from the gross  income of the
              Employee).


                                   3


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For purposes of applying the limitations of Article X and Top-Heavy
Minimums, the definition of Compensation shall be Code Section 415
Compensation described in this paragraph 1.12(c). Also, for purposes
of applying the limitations of Article X, Compensation for a
Limitation Year is the Compensation actually paid or made available
during such Limitation Year.  Notwithstanding the preceding
sentence, Compensation for a Participant in a defined contribution
plan who is permanently and totally disabled [as defined in Code
Section 22(e)(3)] is the Compensation such Participant would have
received for the Limitation Year if the Participant had been paid at
the rate of Compensation paid immediately before becoming
permanently and totally disabled.  Such imputed Compensation for the
disabled Participant may be taken into account only if the
Participant is not a Highly Compensated Employee [as defined in Code
Section 414(q)] and contributions made on behalf of such Participant
are nonforfeitable when made.

If the Employer fails to pick the applicable period in the Adoption
Agreement, the Plan Year shall be used.  Unless otherwise specified
by the Employer in the Adoption Agreement, Compensation shall be
determined as provided in Code Section 3401(a) [as defined in this
paragraph 1.12(a)].  In nonstandardized Adoption Agreements 004, 005
and 006, the Employer may choose to eliminate or exclude categories
of Compensation which do not violate the provisions of Code Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure
89-65.

Beginning with 1989 Plan Years, the annual Compensation of each
Participant which may be taken into account for determining all
benefits provided under the Plan (including benefits under Article
XIV) for any year shall not exceed $200,000, as adjusted under Code
Section 415(d).  In determining the Compensation of a Participant
for purposes of this limitation, the rules of Code Section 414(q)(6)
shall apply, except in applying such rules, the term "family" shall
include only the Spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before
the end of the Plan year.  If, as a result of the application of
such rules the adjusted $200,000 limitation is exceeded, then
(except for purposes of determining the portion of Compensation up
to the integration level if this Plan provides for permitted
disparity),  the limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation as
determined under this section prior to the application of this
limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar
months, then the annual Compensation limit for that period is an
amount equal to the $200,000 as adjusted for the calendar year in
which the Compensation period begins, multiplied by a fraction the
numerator of which is the number of full months in the Short Plan
Year and the denominator of which is 12.  If Compensation for any
prior Plan Year is taken into account in determining an Employee's
contributions or benefits for the current year, the Compensation for
such prior year is subject to the applicable annual Compensation
limit in effect for that prior year.  For this purpose, for years
beginning before January 1, 1990, the applicable annual Compensation
limit is $200,000.

Compensation shall not include deferred Compensation other than
contributions through a salary reduction agreement to a cash or
deferred plan under Code Section 401(k), a Simplified Employee
Pension Plan under Code Section 402(h)(1)(B), a cafeteria plan under
Code Section 125 or a tax deferred annuity under Code Section
403(b). Unless elected otherwise by the Employer in the Adoption
Agreement, these deferred amounts will be considered as Compensation
for Plan purposes.  These deferred amounts are not counted as
Compensation for purposes of Articles X and XIV.  When applicable to
a Self Employed Individual, Compensation shall mean Earned Income.

1.13     Contribution Percentage.  The ratio (expressed as a percentage
and calculated separately for each Participant) of:

    (a)  the Participant's Contribution Percentage Amounts [as
         defined at (c)-(f)] for the Plan Year, to

    (b)  the Participant's Compensation for the Plan Year.
         Compensation will only include amounts for the period
         during which the Employee was eligible to participate.


                                   4


<PAGE>

Contribution Percentage Amounts on behalf of any Participant shall
include:

    (c)  the amount of Employee Voluntary Contributions, Matching
         Contributions, and Qualified Matching Contributions (to
         the extent not taken into account for purposes of the ADP
         test) made under the Plan on behalf of the Participant for
         the Plan Year,

    (d)  forfeitures of Excess Aggregate Contributions or Matching
         Contributions allocated to the Participant's account which
         shall be taken into account in the year in which such
         forfeiture is allocated,

    (e)  at the election of the Employer, Qualified Non Elective
         Contributions, and

    (f)  the Employer also may elect to use Elective Deferrals in
         the Contribution Percentage Amounts so long as the ADP
         test is met before the Elective Deferrals are used in the
         ACP test and continues to be met following the exclusion
         of those Elective Deferrals that are used to meet the ACP
         test.

Contribution Percentage Amounts shall not include Matching
Contributions, whether or not Qualified, that are forfeited either
to correct Excess Aggregate Contributions, or because the
contributions to which they relate are Excess Deferrals, Excess
Contributions, or Excess Aggregate Contributions.

1.14     DEFINED BENEFIT PLAN.  A Plan under which a Participant's
benefit is determined by a formula contained in the Plan and no
individual accounts are maintained for Participants.

1.15     DEFINED BENEFIT (PLAN) FRACTION.  A fraction, the numerator of
which is the sum of the Participant's Projected Annual Benefits
under all the Defined Benefit Plans (whether or not terminated)
maintained by the Employer, and the denominator of which is the
lesser of 125 percent of the dollar limitation determined for the
Limitation Year under Code Sections 415(b) and (d) or 140 percent of
the Highest Average Compensation, including any adjustments under
Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as
of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more Defined Benefit Plans maintained
by the Employer which were in existence on May 6, 1986, the
denominator of this fraction will not be less than 125 percent of
the sum of the annual benefits under such plans which the
Participant had accrued as of the close of the last Limitation Year
beginning before January 1, 1987, disregarding any changes in the
terms and conditions of the plan after May 5, 1986.  The preceding
sentence applies only if the Defined Benefit Plans individually and
in the aggregate satisfied the requirements of Section 415 for all
Limitation Years beginning before January 1, 1987.

1.16     DEFINED CONTRIBUTION DOLLAR LIMITATION.  Thirty thousand
dollars ($30,000) or if greater, one fourth of the defined benefit
dollar limitation set forth in Code Section 415(b)(1)(A) as in
effect for the Limitation Year.

1.17     DEFINED CONTRIBUTION PLAN.  A Plan under which individual
accounts are maintained for each Participant to which all
contributions, forfeitures, investment income and gains or losses,
and expenses are credited or deducted.  A Participant's benefit
under such Plan is based solely on the fair market value of his or
her account balance.

1.18     DEFINED CONTRIBUTION (PLAN) FRACTION.  A Fraction, the
numerator of which is the sum of the Annual Additions to the
Participant's account under all the Defined Contribution Plans
(whether or not terminated) maintained by the Employer for the
current and all prior Limitation Years (including the Annual
Additions attributable to the Participant's nondeductible Employee
contributions to all Defined Benefit Plans, whether or not
terminated, maintained by the Employer, and the Annual Additions
attributable to all Welfare Benefit Funds, as defined in paragraph
1.89 and individual medical accounts, as defined in Code Section
415(1)(2), maintained by the Employer), and the denominator of which
is the sum of the maximum aggregate amounts for the current and all


                                   5


<PAGE>

prior Limitation Years of service with the Employer (regardless of
whether a Defined Contribution Plan was maintained by the Employer).
The maximum aggregate amount in the Limitation Year is the lesser of
125 percent of the dollar limitation determined under Code Sections
415(b) and (d) in effect under Code Section 415(c)(1)(A) or 35
percent of the Participant's Compensation for such year.

If the Employee was a Participant as of the end of the first day of
the first Limitation Year beginning after December 31, 1986, in one
or more Defined Contribution Plans maintained by the Employer which
were in existence on May 6, 1986, the numerator of this fraction
will be adjusted if the sum of this fraction and the Defined Benefit
Fraction would otherwise exceed 1.0 under the terms of this Plan.
Under the adjustment, an amount equal to the product of (a) the
excess of the sum of the fractions over 1.0 times (b) the
denominator of this fraction will be permanently subtracted from the
numerator of this fraction.  The adjustment is calculated using the
fractions as they would be computed as of the end of the last
Limitation Year beginning before January 1, 1987, and disregarding
any changes in the terms and conditions of the Plan made after May
6, 1986, but using the Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.  The
Annual Addition for any Limitation Year beginning before January 1,
1987, shall not be re computed to treat all Employee Contributions
as Annual Additions.

1.19     DESIGNATED BENEFICIARY.  The individual who is designated as
the beneficiary under the Plan in accordance with Code Section
401(a)(9) and the regulations thereunder.

1.20     DISABILITY.  An illness or injury of a potentially permanent
nature, expected to last for a continuous period of not less than 12
months, certified by a physician selected by or satisfactory to the
Employer which prevents the Employee from engaging in any occupation
for wage or profit for which the Employee is reasonably fitted by
training, education or experience.

1.21     DISTRIBUTION CALENDAR YEAR.  A calendar year for which a
minimum distribution is required.

1.22     EARLY RETIREMENT AGE.  The age set by the Employer in the
Adoption Agreement (but not less than 55), which is the earliest age
at which a Participant may retire and receive his or her benefits
under the Plan.

1.23     EARNED INCOME.  Net earnings from self employment in the trade
or business with respect to which the Plan is established,
determined without regard to items not included in gross income and
the deductions allocable to such items, provided that personal
services of the individual are a material income producing factor.
Earned income shall be reduced by contributions made by an Employer
to a qualified plan to the extent deductible under Code Section 404.
For tax years beginning after 1989, net earnings shall be determined
taking into account the deduction for one half of self employment
taxes allowed to the Employer under Code Section 164(f) to the
extent deductible.

1.24     EFFECTIVE DATE.  The date on which the Employer's retirement
plan or amendment to such plan becomes effective.  For amendments
reflecting statutory and regulatory changes post Tax Reform Act of
1986, the Effective Date will be the earlier of the date upon which
such amendment is first administratively applied or the first day of
the Plan Year following the date of adoption of such amendment.

1.25     ELECTION PERIOD.  The period which begins on the first day of
the Plan Year in which the Participant attains age 35 and ends on
the date of the Participant's death.  If a Participant separates
from Service prior to the first day of the Plan Year in which age 35
is attained, the Election Period shall begin on the date of
separation, with respect to the account balance as of the date of
separation.

1.26     ELECTIVE DEFERRAL.  Employer contributions made to the Plan at
the election of the Participant, in lieu of cash Compensation.
Elective Deferrals shall also include contributions made pursuant to
a Salary Savings Agreement or other deferral mechanism, such as a
cash option contribution.  With respect to any taxable year, a
Participant's Elective Deferral is the sum of all Employer
contributions made on behalf of such Participant pursuant to an
election to defer under any qualified cash or deferred arrangement
as described in Code Section 401(k), any simplified


                                   6


<PAGE>

employee pension cash or deferred arrangement as described in Code
Section 402(h)(1)(B), any eligible deferred compensation plan under
Code Section 457, any plan as described under Code Section
501(c)(18), and any Employer contributions made on the behalf of a
Participant for the purchase of an annuity contract under Code
Section 403(b) pursuant to a Salary Savings Agreement.   Elective
Deferrals shall not include any deferrals properly distributed as
Excess Annual Additions.

1.27     ELIGIBLE PARTICIPANT. Any Employee who is eligible to make a
Voluntary Contribution, or an Elective Deferral (if the Employer
takes such contributions into account in the  calculation of the
Contribution Percentage), or to receive a Matching Contribution
(including forfeitures) or a Qualified Matching Contribution.  If a
Voluntary Contribution or Elective Deferral is required as a
condition of participation in the Plan, any Employee who would be a
Participant in the Plan if such Employee made such a contribution
shall be treated as an Eligible Participant even though no Voluntary
Contributions or Elective Deferrals are made.

1.28     EMPLOYEE.  Any person employed by the Employer (including Self
Employed Individuals and partners), all Employees of a member of an
affiliated service group [as defined in Code Section 414(m)],
Employees of a controlled group of corporations [as defined in Code
Section 414(b)], all Employees of any incorporated or unincorporated
trade or business which is under common control [as defined in Code
Section 414(c)], Leased Employees [as defined in Code Section
414(n)] and any Employee required to be aggregated by Code Section
414(o).  All such Employees shall be treated as employed by a single
Employer.

1.29     EMPLOYER.  The Self Employed Individual, partnership,
corporation or other organization which adopts this Plan including
any firm that succeeds the Employer and adopting this Plan.  For
purposes of Article X, Limitations shall mean the Employer that
adopts this Plan, and all members of a controlled group of
corporations [as defined in Code Section 414(b) as modified by Code
Section 415(h)], all commonly controlled trades or businesses [as
defined in Code Section 414(c) as modified by Code Section 415(h)]
or affiliated service groups [as defined in  Code Section 414(m)] of
which the adopting Employer is a part, and other entities required
to be aggregated with the Employer pursuant to Regulations under
Code Section 414(o).

1.30     ENTRY DATE.  The date on which an Employee commences
participation in the Plan as determined by the Employer in the
Adoption Agreement.  Unless the Employer specifies otherwise in the
Adoption Agreement, Entry into the Plan shall be on the first day of
the Plan Year or the first day of the seventh month of the Plan Year
coinciding with or following the date on which an Employee meets the
eligibility requirements.

1.31     EXCESS AGGREGATE CONTRIBUTIONS.  The excess, with respect to
any Plan Year, of:

    (a)  The aggregate Contribution Percentage Amounts taken into
         account in computing the numerator of the Contribution
         Percentage actually made on behalf of Highly Compensated
         Employees for such Plan Year, over

    (b)  The maximum Contribution Percentage Amounts permitted by
         the ACP test (determined by reducing contributions made on
         behalf of Highly Compensated Employees in order of their
         Contribution Percentages beginning with the highest of
         such percentages).

Such determination shall be made after first determining Excess
Elective Deferrals pursuant to paragraph 1.34 and then determining
Excess Contributions pursuant to paragraph 1.33.

1.32     EXCESS AMOUNT.  The excess of the Participant's Annual
Additions for the Limitation Year over the Maximum Permissible
Amount.

1.33     EXCESS CONTRIBUTION.  With respect to any Plan Year, the excess
of:

    (a)  The aggregate amount of Employer contributions actually
         taken into account in computing


                                   7


<PAGE>

the ADP of Highly Compensated Employees for such Plan Year, over

    (b)  The maximum amount of such contributions permitted by the
         ADP test (determined by reducing contributions made on
         behalf of Highly Compensated Employees in order of the
         ADPs, beginning with the highest of such percentages).

1.34     EXCESS ELECTIVE DEFERRALS.  Those Elective Deferrals that are
includable in a Participant's gross income under Code Section 402(g)
to the extent such Participant's Elective Deferrals for a taxable
year exceed the dollar limitation under such Code Section.  Excess
Elective Deferrals shall be treated as Annual Additions under the
Plan, unless such amounts are distributed no later than the first
April 15 following the close of the Participant's taxable year.

1.35     FAMILY MEMBER.  The Employee's Spouse, any lineal descendants
and ascendants and the Spouse of such lineal descendants and
ascendants.

1.36     FIRST DISTRIBUTION CALENDAR YEAR.  For distributions beginning
before the Participant's death, the First Distribution Calendar Year
is the calendar year immediately preceding the calendar year which
contains the Participant's Required Beginning Date.  For
distributions beginning after the Participant's death, the First
Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to paragraph 7.10.

1.37     FUND.  All contributions received by the Trustee under this
Plan and Trust Account, investments thereof and earnings and
appreciation thereon.

1.38     HARDSHIP.  An immediate and heavy financial need of the
Employee where such Employee lacks other available resources.

1.39     HIGHEST AVERAGE COMPENSATION.  The average compensation for the
three consecutive Years of Service with the Employer that produces
the highest average.  A Year of Service with the Employer is the 12
consecutive month period defined in the Adoption Agreement.

1.40     HIGHLY COMPENSATED EMPLOYEE.  Any Employee who performs service
for the Employer during the determination year and who, during the
immediate prior year:

    (a)  received Compensation from the Employer in excess of
         $75,000 [as adjusted pursuant to Code Section 415(d)]; or

    (b)  received Compensation from the Employer in excess of
         $50,000 [as adjusted pursuant to Code Section 415(d)] and
         was a member of the Top Paid Group for such year; or

    (c)  was an officer of the Employer and received Compensation
         during such year that is greater than 50 percent of the
         dollar limitation in effect under Code Section
         415(b)(1)(A).

Notwithstanding (a), (b) and (c), an Employee who was not Highly
Compensated during the preceding Plan Year shall not be treated as a
Highly Compensated Employee with respect to the current Plan Year
unless such Employee is a member of the 100 Employees paid the
greatest Compensation during the year for which such determination
is being made.

    (d)  Employees who are five percent (5%) Owners at any time
         during the immediate prior year or determination year.

Highly Compensated Employee includes Highly Compensated active
Employees and Highly Compensated former Employees.


                                   8


<PAGE>

For purposes of determining those employees that are to be treated
as Highly Compensated for a determination year, an Employer
maintaining a fiscal year Plan may elect to make the look back year
calculation as defined in Paragraph 1.414(q)-1T, Q&A 14(b) of the
Treasury Regulations for a determination year on the basis of the
calendar year ending with or within the applicable determination
year.  For purposes of this election, a determination year that is
shorter than twelve (12) months, the look back year calculation may
be made based upon the calendar year ending with or within the
twelve month period ending with the end of the applicable
determination year.  Where such election is made, the employer shall
make its determination year calculation pursuant to the provisions
of Treasury Regulation Paragraph 1.414(q)-1T, Q&A 14(b).

1.41     HOUR OF SERVICE.

    (a)  Each hour for which an Employee is paid, or entitled to
         payment, for the performance of duties for the Employer.
         These hours shall be credited  to the Employee for the
         computation period in which the duties are performed; and

    (b)  Each hour for which an Employee is paid, or entitled to
         payment, by the Employer on account of a period of time
         during which no duties are performed (irrespective of
         whether the employment relationship has terminated) due to
         vacation, holiday, illness, incapacity (including
         disability), layoff, jury duty, military duty or leave of
         absence.  No more than 501 Hours of Service shall be
         credited under this paragraph for any single continuous
         period (whether or not such period occurs in a single
         computation period).  Hours under this paragraph shall be
         calculated and credited pursuant to Department of Labor
         Regulations Section 2530.200b-2 which are incorporated
         herein by this reference; and

    (c)  Each hour for which back pay, irrespective of mitigation
         of damages, is either awarded or agreed to by the
         Employer.  The same Hours of Service shall not be credited
         both under paragraph (a) or paragraph (b), as the case may
         be, and under this paragraph (c).  These hours shall be
         credited to the Employee for the computation period or
         periods to which the award or agreement pertains rather
         than the computation period in which the award, agreement
         or payment is made.

    (d)  Hours of Service shall be credited for employment with the
         Employer and with other members of an affiliated service
         group [as defined in Code Section 414(m)], a controlled
         group of corporations [as defined in Code Section 414(b)],
         or a group of trades or businesses under common control
         [as defined in Code Section 414(c)] of which the adopting
         Employer is a member, and  any other entity required to be
         aggregated with the Employer pursuant to Code Section
         414(o) and the regulations thereunder.  Hours of Service
         shall also be credited for any individual considered an
         Employee for purposes of this Plan under Code Section
         414(n) or Code Section 414(o) and the regulations
         thereunder.

    (e)  Solely for purposes of determining whether a Break in
         Service, as defined in paragraph 1.10, for participation
         and vesting purposes has occurred in a computation period,
         an individual who is absent from work for maternity or
         paternity reasons shall receive credit for the Hours of
         Service which would otherwise have been credited to such
         individual but for such absence, or in any case in which
         such hours cannot be determined, 8 Hours of Service per
         day of such absence.  For purposes of this paragraph, an
         absence from work for maternity or paternity reasons means
         an absence by reason of the pregnancy of the individual,
         by reason of a birth of a child of the individual, by
         reason of  the placement of a child with the individual in
         connection with the adoption of such child by such
         individual, or for purposes of caring for such child for a
         period beginning immediately following such birth or
         placement. The Hours of Service credited under this
         paragraph shall be credited in the computation period in
         which the absence begins if the crediting is necessary to
         prevent


                                   9


<PAGE>

a Break in Service in that period, or in all other cases, in the
following computation period. No more than 501 hours will be
credited under this paragraph.

    (f)  Unless specified otherwise in the Adoption Agreement,
         Hours of Service shall be determined on the basis of the
         actual hours for which an Employee is paid or entitled to
         pay.

1.42     KEY EMPLOYEE.  Any Employee or former Employee (and the
beneficiaries of such employee) who at any time during the
determination period was an officer of the Employer if such
individual's annual Compensation exceeds 50% of the dollar
limitation under Code Section 415(b)(1)(A) (the defined benefit
maximum annual benefit), an owner (or considered an owner under Code
Section 318) of one of the ten largest interests in the employer if
such individual's Compensation exceeds 100% of the dollar limitation
under Code Section 415(c)(1)(A), a 5% owner of the Employer, or a 1%
owner of the Employer who has an annual Compensation of more than
$150,000.  For purposes of determining who is a Key Employee, annual
Compensation shall mean Compensation as defined for Article X, but
including amounts deferred through a salary reduction agreement to a
cash or deferred plan under Code Section 401(k), a Simplified
Employee Pension Plan under Code Section 408(k), a cafeteria plan
under Code Section 125 or a tax deferred annuity under Code Section
403(b).  The determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years.  The
determination of who is a Key Employee will be made in accordance
with Code Section 416(i)(1) and the regulations thereunder.

1.43     LEASED EMPLOYEE.  Any person (other than an Employee of the
recipient) who, pursuant to an agreement between the recipient and
any other person ("leasing organization"), has performed services
for the recipient [or for the recipient and related persons
determined in accordance with Code Section 414(n)(6)] on a
substantially full time basis for a period of at least one year, and
such services are of a type historically performed by Employees in
the business field of the recipient Employer.

1.44     LIMITATION YEAR.  The calendar year or such other 12
consecutive month period designated by the Employer in the Adoption
Agreement for purposes of determining the maximum Annual Addition to
a Participant's account.  All qualified plans maintained by the
Employer must use the same Limitation Year.  If the Limitation Year
is amended to a different 12 consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year in
which the amendment is made.

1.45     MASTER OR PROTOTYPE PLAN.  A plan, the form of which is the
subject of a favorable opinion letter from the Internal Revenue
Service.

1.46     MATCHING CONTRIBUTION.  An Employer contribution made to this
or any other defined contribution plan on behalf of a Participant on
account of an Employee Voluntary Contribution made by such
Participant, or on account of a Participant's Elective Deferral,
under a Plan maintained by the Employer.

1.47     MAXIMUM PERMISSIBLE AMOUNT.  The maximum Annual Addition that
may be contributed or allocated to a Participant's account under
the plan for any Limitation Year shall not exceed the lesser of:

    (a)  the Defined Contribution Dollar Limitation, or

    (b)  25% of the Participant's Compensation for the Limitation
         Year.

The Compensation limitation referred to in (b) shall not apply to
any contribution for medical benefits [within the meaning of Code
Section 401(h) or Code Section 419A(f)(2)] which is otherwise
treated as an Annual Addition under Code Section 415(l)(1) or
419(d)(2).  If a short Limitation Year is created because of an
amendment changing the Limitation Year to a different 12 consecutive
month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the number of
months in the short Limitation Year divided by 12.


                                   10


<PAGE>

1.48     NET PROFIT.  The current and accumulated operating earnings of
the Employer before Federal and State income taxes, excluding
nonrecurring or unusual items of income, and before contributions to
this and any other qualified plan of the Employer.  Alternatively,
the Employer may fix another definition in the Adoption Agreement.

1.49     NORMAL RETIREMENT AGE.  The age, set by the Employer in the
Adoption Agreement, at which a Participant may retire and receive
his or her benefits under the Plan.

1.50     OWNER-EMPLOYEE.  A sole proprietor, or a partner owning more
than 10% of either the capital or profits interest of the
partnership.

1.51     PAIRED PLANS.  Two or more Plans maintained by the Sponsor
designed so that a single or any combination of Plans adopted by an
Employer will meet the antidiscrimination rules, the contribution
and benefit limitations, and the Top Heavy provisions of the Code.

1.52     PARTICIPANT.  Any Employee who has met the eligibility
requirements and is participating in the Plan.

1.53     PARTICIPANT'S BENEFIT.  The account balance as of the last
Valuation Date in the calendar year immediately preceding the
Distribution Calendar Year (valuation calendar year) increased by
the amount of any contributions or forfeitures allocated to the
account balance as of the dates in the valuation calendar year after
the valuation date and decreased by distributions made in the
valuation calendar year after the Valuation Date.  A special
exception exists for the second distribution Calendar Year.  For
purposes of this paragraph, if any portion of the minimum
distribution for the First Distribution Calendar Year is made in the
second  Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in the
second distribution calendar year shall be treated as if it had been
made in the immediately preceding Distribution Calendar Year.

1.54     PERMISSIVE AGGREGATION GROUP.  Used for Top Heavy testing
purposes, it is the Required Aggregation Group of plans plus any
other plan or plans of the Employer which, when considered as a
group with the Required Aggregation Group, would continue to satisfy
the requirements of Code Sections 401(a)(4) and 410.

1.55     PLAN.  The Employer's qualified retirement plan as embodied
herein and in the Adoption Agreement.

1.56     PLAN ADMINISTRATOR.  The Employer.

1.57     PLAN YEAR.  The 12 consecutive month period designated by the
Employer in the Adoption Agreement.

1.58     PRESENT VALUE.  Used for Top Heavy test and determination
purposes, when determining the Present Value of accrued benefits,
with respect to any Defined Benefit Plan maintained by the Employer,
interest and mortality rates shall be determined in accordance with
the provisions of the respective plan.  If applicable, interest and
mortality assumptions will be specified in the section of the
Adoption Agreement entitled "Limitations on Allocations".

1.59     PROJECTED ANNUAL BENEFIT.  Used to test the maximum benefit
which may be obtained from a combination of retirement plans, it is
the annual retirement benefit (adjusted to an actuarial equivalent
straight life annuity if such benefit is expressed in a form other
than a straight life annuity or Qualified Joint and Survivor
Annuity) to which the Participant would be entitled under the terms
of a Defined Benefit Plan or plans, assuming:

    (a)  the Participant will continue employment until Normal
         Retirement Age under the plan (or current age, if later),
         and
    (b)  the Participant's Compensation for the current Limitation
         Year and all other relevant factors used to determine
         benefits under the plan will remain constant for all
         future Limitation Years.


                                   11


<PAGE>

1.60     QUALIFIED DEFERRED COMPENSATION PLAN.  Any pension, profit
sharing, stock bonus, or other plan which meets the requirements of
Code Section 401 and includes a trust exempt from tax under Code
Section 501(a) or any annuity plan described in Code Section 403(a).

An Eligible Retirement Plan is an individual retirement account
(IRA) as described in Code Section 408(a), an individual retirement
annuity (IRA) as described in Code Section 408(b), an annuity plan
as described in Code Section 403(a), or a qualified trust as
described in Code Section 401(a), which accepts Eligible Rollover
Distributions.  However in the case of an Eligible Rollover
Distribution to a Surviving Spouse, an Eligible Retirement Plan is
an individual retirement account or individual retirement annuity.

1.61     QUALIFIED DOMESTIC RELATIONS ORDER.  A QDRO is a signed
Domestic Relations Order issued by a State Court which creates,
recognizes or assigns to an alternate payee(s) the right to receive
all or part of a Participant's Plan benefit and which meets the
requirements of Code Section 414(p).  An alternate payee is a
Spouse, former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.

1.62     QUALIFIED EARLY RETIREMENT AGE.  Qualified Early Retirement Age
is the latest of:

    (a)  the earliest date, under the Plan, on which the
         Participant may elect to receive retirement benefits, or

    (b)  the first day of the 120th month beginning before the
         Participant attains Normal Retirement Age, or

    (c)  the date the Participant begins participation.

1.63     QUALIFIED JOINT AND SURVIVOR ANNUITY.  An immediate annuity for
the life of the Participant with a survivor annuity for the life of
the Participant's Spouse which is at least one half of but not more
than the amount of the annuity payable during the joint lives of the
Participant and the Participant's Spouse.  The exact amount of the
Survivor Annuity is to be specified by the Employer in the Adoption
Agreement.  If not designated by the Employer, the Survivor Annuity
will be one half of the amount paid to the Participant during his or
her lifetime.  The Qualified Joint and Survivor Annuity will be the
amount of benefit which can be provided by the Participant's Vested
Account Balance.

1.64     QUALIFIED MATCHING CONTRIBUTION.  Matching Contributions which
when made are subject to the distribution and nonforfeitability
requirements under Code Section 401(k).

1.65     QUALIFIED NON-ELECTIVE CONTRIBUTIONS.  Contributions (other
than Matching Contributions or Qualified Matching Contributions)
made by the Employer and allocated to Participants' accounts that
the Participants may not elect to receive in cash until distributed
from the Plan; that are nonforfeitable when made; and that are
distributable only in accordance with the distribution provisions
that are applicable to Elective Deferrals and Qualified Matching
Contributions.

1.66     QUALIFIED VOLUNTARY CONTRIBUTION.  A tax deductible voluntary
Employee contribution.  Qualified Voluntary Contributions are not
permitted in this Plan.

1.67     REGIONAL PROTOTYPE PLAN.  A plan, the form of which is subject
to a favorable notification letter from the Internal Revenue
Service.


                                   12


<PAGE>

1.68     REQUIRED AGGREGATION GROUP.  Used for Top Heavy testing
purposes, it consists of:

    (a)  each qualified plan of the Employer in which at least one
         Key Employee participates or participated at any time
         during the determination period (regardless of whether the
         plan has terminated), and

    (b)  any other qualified plan of the Employer which enables a
         plan described in (a) to meet the requirements of Code
         Sections 401(a)(4) or 410.

1.69     REQUIRED BEGINNING DATE.  The date on which a Participant is
required to take his or her first minimum distribution under the
Plan.  The rules are set forth at paragraph 7.5.

1.70     ROLLOVER CONTRIBUTION.  A contribution made by a Participant of
an amount distributed to such Participant from another Qualified
Deferred Compensation Plan in accordance with Code  Sections
402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any
portion of the balance to the credit of the Participant except that
an Eligible Rollover Distribution does not include:

    (a)  any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than
         annually) made for the life (or life expectancy) of the
         Participant or the joint lives (or joint life
         expectancies) of the Participant and the Participant's
         Designated Beneficiary, or for a specified period of ten
         years or more;

    (b)  any distribution to the extent such distribution is
         required under Code Section 401(a)(9); and

    (c)  the portion of any distribution that is not includable in
         gross income (determined without regard to the exclusion
         for net unrealized appreciation with respect to Employer
         securities).

A Direct Rollover is a payment by the plan to the Eligible
Retirement Plan specified by the Participant.

1.71     SALARY SAVINGS AGREEMENT.  An agreement between the Employer
and a participating Employee where the Employee authorizes the
Employer to withhold a specified amount or percentage of his or her
Compensation for deposit to the Plan on behalf of such Employee.

1.72     SELF-EMPLOYED INDIVIDUAL.  An individual who has Earned Income
for the taxable year from the trade or business for which the Plan
is established including an individual who would have had Earned
Income but for the fact that the trade or business had no Net Profit
for the taxable year.

1.73     SERVICE.  The period of current or prior employment with the
Employer. If the Employer maintains a plan of a predecessor
employer, Service for such predecessor shall be treated as Service
for the Employer.

1.74     SHAREHOLDER EMPLOYEE.  An Employee or Officer who owns [or is
considered as owning within the meaning of Code Section 318(a)(1)],
on any day during the taxable year of an electing small business
corporation (S Corporation), more than 5% of such corporation's
outstanding stock.

1.75     SIMPLIFIED EMPLOYEE PENSION PLAN.  An individual retirement
account which meets the requirements of Code Section 408(k), and to
which the Employer makes contributions pursuant to a written
formula.  These plans are considered for contribution limitation and
Top Heavy testing purposes.

1.76     SPONSOR. BPA Harbridge, or any successor(s) or assign(s).


                                   13


<PAGE>

1.77     SPOUSE (SURVIVING SPOUSE).  The Spouse or Surviving Spouse of
the Participant, provided that a former Spouse will be treated as
the Spouse or Surviving Spouse and a current Spouse will not be
treated as the Spouse or Surviving Spouse to the extent provided
under a Qualified Domestic Relations Order as described in Code
Section 414(p).

1.78     SUPER Top Heavy PLAN.  A Plan under which the Top Heavy Ratio
[as defined at paragraph 1.81] exceeds 90%.

1.79     TAXABLE WAGE BASE.  For plans with an allocation formula which
takes into account the Employer's contribution under the Federal
Insurance Contributions Act (FICA), the maximum amount of earnings
which may be considered wages for such Plan Year under the Social
Security Act [Code Section 3121(a)(1)], or the amount selected by
the Employer in the sub section of the Adoption Agreement entitled
"Taxable Wage Base".

1.80     Top Heavy DETERMINATION DATE.  For any Plan Year subsequent to
the first Plan Year, the last day of the preceding Plan Year.  For
the first Plan Year of the Plan, the last day of that year.

1.81     Top Heavy PLAN.  For any Plan Year beginning after 1983, the
Employer's Plan is Top Heavy if any of the following conditions
exist:

    (a)  If the Top Heavy Ratio for the Employer's Plan exceeds 60%
         and this Plan is not part of any Required Aggregation
         Group or Permissive Aggregation Group of Plans.

    (b)  If the Employer's plan is a part of a Required Aggregation
         Group of plans but not part of a Permissive Aggregation
         Group and the Top Heavy Ratio for the group of plans
         exceeds 60%.

    (c)  If the Employer's plan is a part of a Required Aggregation
         Group and part of a Permissive Aggregation Group of plans
         and the Top Heavy Ratio for the Permissive Aggregation
         Group exceeds 60%.

1.82     Top Heavy RATIO.

    (a)  If the Employer maintains one or more Defined Contribution
         plans (including any Simplified Employee Pension Plan) and
         the Employer has not maintained any Defined Benefit Plan
         which during the 5 year period ending on the Determination
         Date(s) has or has had accrued benefits, the Top Heavy
         Ratio for this Plan alone, or for the Required or
         Permissive Aggregation Group as appropriate, is a
         fraction,

         (1)  the numerator of which is the sum of the account
              balances of all Key Employees as of the Determination
              Date(s) [including any part of any account balance
              distributed in the 5 year period ending on the
              Determination Date(s)], and

         (2)  the denominator of which is the sum of all account
              balances [including any part of  any account balance
              distributed in the 5 year period ending on the
              Determination Date(s)], both computed in accordance
              with Code Section 416 and the regulations thereunder.

         Both the numerator and  denominator of the Top Heavy Ratio
         are increased to reflect any contribution not actually
         made as of the Determination Date, but which is required
         to be taken into account on that date under Code Section
         416 and the regulations thereunder.


                                   14


<PAGE>

    (b)  If the Employer maintains one or more Defined Contribution
         Plans (including any Simplified Employee Pension Plan) and
         the Employer maintains  or has maintained one or more
         Defined Benefit Plans which during the 5 year period
         ending on the Determination Date(s) has or has had any
         accrued benefits, the Top Heavy Ratio for any Required or
         Permissive Aggregation Group as appropriate is a fraction,

         (1)  the numerator of which is the sum of account balances
              under the aggregated Defined Contribution Plan or
              Plans for all Key Employees, determined in accordance
              with (a) above, and the Present Value of accrued
              benefits under the aggregated Defined Benefit Plan or
              Plans for all Key Employees as of the Determination
              Date(s), and

         (2)  the denominator of which is the sum of the account
              balances under the aggregated Defined Contribution
              Plan or Plans for all Participants, determined in
              accordance with (a) above, and the Present Value of
              accrued benefits under the Defined Benefit Plan or
              Plans for all Participants as of the Determination
              Date(s), all determined in accordance with Code
              Section 416 and the regulations thereunder.  The
              accrued benefits under a Defined Benefit Plan in both
              the numerator and denominator of the Top Heavy Ratio
              are increased for any distribution of an accrued
              benefit made in the 5-year period ending on the
              Determination Date.

    (c)  For purposes of (a) and (b) above, the value of account
         balances and the Present Value of accrued benefits will be
         determined as of the most recent Valuation Date that falls
         within or ends with the 12 month period ending on the
         Determination Date, except as provided in Code Section 416
         and the regulations thereunder for the first and second
         plan years of a Defined Benefit Plan.  The account
         balances and accrued benefits of a participant (1) who is
         not a Key Employee but who was a Key Employee in a prior
         year, or (2) who has not been credited with at least one
         hour of service with any Employer maintaining the Plan at
         any time during the 5 year period ending on the
         Determination Date will be disregarded.  The calculation
         of the Top Heavy Ratio, and the extent to which
         distributions, rollovers, and transfers are taken into
         account will be made in accordance with Code Section 416
         and the Regulations thereunder.  Qualified Voluntary
         Employee Contributions  will not be taken into account for
         purposes of computing the Top Heavy Ratio.  When
         aggregating plans the value of account balances and
         accrued benefits will be calculated with reference to the
         Determination Dates that fall within the same calendar
         year.  The accrued  benefit of a Participant other than a
         Key Employee shall be determined under (1) the method, if
         any, that uniformly applies for accrual purposes under all
         Defined Benefit Plans maintained by the Employer, or (2)
         if there is no such method, as if  such benefit accrued
         not more rapidly than the slowest accrual rate permitted
         under the fractional rule of Code Section 411(b)(1)(C).

1.83     TOP-PAID GROUP.  The group consisting of the top 20% of
Employees when ranked on the basis of Compensation paid during such
year.  For purposes of determining the number of Employees in the
group (but not who is in it), the following Employees shall be
excluded:

    (a)  Employees who have not completed 6 months of Service.

    (b)  Employees who normally work less than 17 1/2 hours per
         week.

    (c)  Employees who normally do not work more than 6 months
         during any year.


                                   15


<PAGE>

    (d)  Employees who have not attained age 21.

    (e)  Employees included in a collective bargaining unit,
         covered by an agreement between employee representatives
         and the Employer, where retirement benefits were the
         subject of good faith bargaining and provided that 90% or
         more of the Employer's Employees are covered by the
         agreement.

    (f)  Employees who are nonresident aliens and who receive no
         earned income which constitutes income from sources within
         the United States.

1.84 TRANSFER CONTRIBUTION.  A non-taxable transfer of a
Participant's benefit directly from a Qualified Deferred
Compensation Plan to this Plan.

1.85     TRUSTEE.  Shall be the individual, individuals or institution
appointed by the Employer to serve as Trustee of the Plan.  In the
event the Employer does not name an individual, individuals or
institution to serve as Trustee of the Plan, the Employer will be
deemed to be the Trustee.

1.86     VALUATION DATE.  The last day of the Plan Year or such other
date as agreed to by the Employer and the Trustee on which
Participant accounts are revalued in accordance with Article V
hereof.  For Top Heavy purposes, the date selected by the Employer
as of which the Top Heavy Ratio is calculated.

1.87     VESTED ACCOUNT BALANCE.  The aggregate value of the
Participant's vested account balances derived from Employer and
Employee contributions (including Rollovers), whether vested before
or upon death, including the proceeds of insurance contracts, if
any, on the Participant's life.  The provisions of Article VIII
shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee contributions (or both) at the
time of death or distribution.

For purposes of paragraph 8.7, Vested Account Balance shall mean, in
the case of a money purchase pension plan, the Participant's
separate account balance attributable solely to Qualified Voluntary
Contributions.  For profit-sharing plans the above  definition shall
apply.

1.88     VOLUNTARY CONTRIBUTION.  An Employee contribution by or on
behalf of a Participant that is included in the Participant's gross
income in the year in which made and that is maintained under a
separate account to which earnings and losses are allocated.  For
Plan Years beginning after the Plan Year in which this Plan is
adopted (or restated) by the Employer, Voluntary Contributions are
only permitted in Standardized Adoption Agreement 003 or
Nonstandardized Adoption Agreement 006 whether or not the Employer
utilizes the salary deferral provisions.  Voluntary Contributions
for Plan Years beginning after 1986, together with any Matching
Contributions as defined in Code Section 401(m), will be limited so
as to meet the nondiscrimination test of Code Section 401(m).

1.89     WELFARE BENEFIT FUND.  Any fund that is part of a plan of the
Employer, or has the effect of a plan, through which the Employer
provides welfare benefits to Employees or their beneficiaries.  For
these purposes, Welfare Benefit means any benefit other than those
with respect to which Code Section 83(h) (relating to transfers of
property in connection with the performance of services), Code
Section 404 (relating to deductions for contributions to an
Employee's trust or annuity and Compensation under a deferred
payment plan), Code Section 404A (relating to certain foreign
deferred compensation plans) apply.  A "Fund" is any social club,
voluntary employee benefit association, supplemental unemployment
benefit trust or qualified group legal service organization
described in Code Section 501(c)(7), (9), (17) or (20); any trust,
corporation, or other organization not exempt from income tax, or to
the extent provided in regulations, any account held for an Employer
by any person.

1.90     YEAR OF SERVICE.  A 12-consecutive month period during which an
Employee is credited with not less than 1,000 (or such lesser number
as specified by the Employer in the Adoption Agreement) Hours of
Service.


                                   16


<PAGE>

                              ARTICLE II

                       ELIGIBILITY REQUIREMENTS

2.1 PARTICIPATION.  Employees who meet the eligibility requirements
in the Adoption Agreement on the Effective Date of the Plan shall
become Participants as of the Effective Date of the Plan.  If so
elected in the Adoption Agreement, all Employees employed on the
Effective Date of the Plan may participate, even if they have not
satisfied the Plan's specified eligibility requirements.  Other
Employees shall become Participants on the Entry Date coinciding
with or immediately following the date on which they meet the
eligibility requirements.  Depending on the Plan's eligibility
requirements, the entry date may actually be earlier than the date
on which the Employee satisfies the eligibility requirements.  The
Employee must satisfy the eligibility requirements specified in the
Adoption Agreement and be employed on the Entry Date to become a
Participant in the Plan.  In the event an Employee who is not a
member of the eligible class of Employees becomes a member of the
eligible class, such Employee shall participate immediately if such
Employee has satisfied the minimum age and service requirements and
would have previously become a Participant had he or she been in the
eligible class.  Employees may waive participation in the Plan.
However, this is only permitted if the Employer's adoption is on
Nonstandardized Adoption Agreement 004, 005 or 006, and the Plan
will meet the minimum coverage requirements in Code Section 410(b)
and the minimum participation requirements of Code Section
401(a)(26).  [To the extent so provided by regulations, a partner
(or other employee) waiving participation in the Plan may cause Code
Section 401(k) and the regulations thereunder to apply.]  A former
Participant shall again become a Participant upon returning to the
employ of the Employer at the next Entry Date or if earlier, the
next Valuation Date.  For this purpose, Participant's Compensation
and Service shall be considered from date of rehire.

2.2 CHANGE IN CLASSIFICATION OF EMPLOYMENT.  In the event a
Participant becomes ineligible to participate because he or she is
no longer a member of an eligible class of Employees, such Employee
shall participate upon his or her return to an eligible class of
Employees.

2.3 COMPUTATION PERIOD.  To determine Years of Service and Breaks
in Service for purposes of eligibility, the 12 consecutive month
period shall commence on the date on which an Employee first
performs an Hour of Service for the Employer and each anniversary
thereof, such that the succeeding 12 consecutive month period
commences with the employee's first anniversary of employment and so
on.  If, however, the period so specified is one year or less, the
succeeding 12 consecutive month period shall commence on the first
day of the Plan Year prior to the anniversary of the date they first
performed an Hour of Service regardless of whether the Employee is
entitled to be credited with 1,000 (or such lesser number as
specified by the Employer in the Adoption Agreement) Hours of
Service during their first employment year.

2.4 EMPLOYMENT RIGHTS.  Participation in the Plan shall not confer
upon a Participant any employment rights, nor shall it interfere
with the Employer's right to terminate the employment of any
Employee at any time.

2.5 SERVICE WITH CONTROLLED GROUPS.  All Years of Service with
other members of a controlled group of corporations [as defined in
Code Section 414(b)], trades or businesses under common control [as
defined in Code Section 414(c)], or members of an affiliated service
group [as defined in Code Section 414(m)] shall be credited for
purposes of determining an Employee's eligibility to participate.

2.6 OWNER-EMPLOYEES.  If this Plan provides contributions or
benefits for one or more Owner Employees who control both the
business for which this Plan is established and one or more other
trades or businesses, this Plan and the Plan established for other
trades or businesses must, when looked at as a single Plan, satisfy
Code Sections 401(a) and (d) for the Employees of this and all other
trades or businesses.

If the Plan provides contributions or benefits for one or more Owner
Employees who control one or more other trades or businesses, the
Employees of the other trades or businesses must be included in a
Plan which satisfies Code Sections 401(a) and (d) and which provides
contributions and benefits not less favorable than provided for
Owner Employees under this Plan.


                                   18


<PAGE>

If an individual is covered as an Owner Employee under the plans of
two or more trades or businesses which are not controlled, and the
individual controls a trade or business, then the contributions or
benefits of the Employees under the plan of the trades or businesses
which are controlled must be as favorable as those provided for him
or her under the most favorable plan of the trade or business which
is not controlled.

For purposes of the preceding sentences, an Owner Employee, or two
or more Owner Employees, will be considered to control a trade or
business if the Owner Employee, or two or more Owner Employees
together:

    (a)  own the entire interest in an unincorporated trade or
business, or

    (b)  in the case of a partnership, own more than 50% of either
the capital interest or the profits interest in the partnership.

For purposes of the preceding sentence, an Owner Employee, or two or
more Owner Employees shall be treated as owning any interest in a
partnership which is owned, directly or indirectly, by a partnership
which such Owner Employee, or such two or more Owner Employees, are
considered to control within the meaning of the preceding sentence.

2.7 LEASED EMPLOYEES.  Any Leased Employee shall be treated as an
Employee of the recipient Employer; however, contributions or
benefits provided by the leasing organization which are attributable
to services performed for the recipient Employer shall be treated as
provided by the recipient Employer.  A Leased Employee shall not be
considered an Employee of the recipient if such Employee is covered
by a money purchase pension plan providing:

    (a)  a non integrated Employer contribution rate of at least
         10% of Compensation, [as defined in Code Section 415(c)(3)
         but including amounts contributed by the Employer pursuant
         to a salary reduction agreement, which are excludable from
         the Employee's gross income under a cafeteria plan
         covered by Code Section 125, a cash or deferred profit
         sharing plan under Code Section 401(k), a Simplified
         Employee Pension Plan under Code Section 408(k) and a tax
         sheltered annuity under Code Section 403(b)],

    (b)  immediate participation, and

    (c)  full and immediate vesting.

This exclusion is only available if Leased Employees do not
constitute more than twenty percent (20%) of the recipient's
           non highly compensated work force.

2.8 THRIFT PLANS.  If the Employer makes an election in Adoption
Agreements 003 or 006 to require Voluntary Contributions to
participate in this Plan, the Employer shall notify each eligible
Employee in writing of his or her eligibility for participation at
least 30 days prior to the appropriate Entry Date.  The Employee
shall indicate his or her intention to join the Plan by authorizing
the Employer to withhold a percentage of his or her Compensation as
provided in the Plan.  Such authorization shall be returned to the
Employer at least 10 days prior to the Employee's Entry Date.  The
Employee may decline participation by so indicating on the
enrollment form or by failure to return the enrollment form to the
Employer prior to the Employee's Entry Date.  If the Employee
declines to participate, such Employee shall be given the
opportunity to join the Plan on the next Entry Date.  The taking of
a Hardship Withdrawal under the provisions of paragraph 6.9 will
impact the Participant's ability to make these contributions.


                                   19


<PAGE>

                             ARTICLE III

                        EMPLOYER CONTRIBUTIONS

3.1 AMOUNT.  The Employer intends to make periodic contributions to
the Plan in accordance with the formula or formulas selected in the
Adoption Agreement. However, the Employer's contribution for any
Plan Year shall be subject to the limitations on allocations
contained in Article X.  A Participant may elect to waive an
Employer contribution on his or her behalf for a given Plan Year.
However, a Participant may only make this election if the Employer's
adoption is on Nonstandardized Adoption Agreement 004, 005 or 006.
[In the event a partner in a partnership makes this election, in
accordance with Proposed Regulations Section 1.401(k)-1(a)(6), the
Plan will be deemed to constitute a cash or deferred arrangement
with respect to the partners.  Thus, contributions made on behalf of
any partners may be limited to $7,000 indexed as set forth in Code
Section 402(g)].  Any waiver made pursuant to this paragraph will be
made prior to the time such Participant accrues a benefit for that
Plan Year.

3.2 EXPENSES AND FEES.  The Employer shall also be authorized to
reimburse the Fund for all expenses and fees incurred in the
administration of the Plan or Trust Account and paid out of the
assets of the Fund.  Such expenses shall include, but shall not be
limited to, fees for professional services, printing and postage.
Brokerage Commissions may not be reimbursed.

3.3 RESPONSIBILITY FOR CONTRIBUTIONS.  Neither the Trustee nor the
Sponsor shall be required to determine if the Employer has made a
contribution or if the amount contributed is in accordance with the
Adoption Agreement or the Code.  The Employer shall have sole
responsibility in this regard.  The Trustee shall be accountable
solely for contributions actually received by it.

3.4 RETURN OF CONTRIBUTIONS.  Contributions made to the Fund by the
Employer shall be irrevocable except as provided below:

    (a)  Any contribution forwarded to the Trustee because of a
         mistake of fact, provided that the contribution is
         returned to the Employer within one year of the
         contribution.

    (b)  In the event that the Commissioner of Internal Revenue
         determines that the Plan is not initially qualified under
         the Internal Revenue Code, any contribution made incident
         to that initial qualification by the Employer must be
         returned to the Employer within one year after the date
         the initial qualification is denied, but only if the
         application for the qualification is made by the time
         prescribed by law for filing the Employer's return for the
         taxable year in which the Plan is adopted, or such later
         date as the Secretary of the Treasury may prescribe.

    (c)  Contributions forwarded to the Trustee are  presumed to be
         deductible and are conditioned on their deductibility.
         Contributions which are determined to not be deductible
         will be returned to the Employer.


                                   20


<PAGE>

                              ARTICLE IV

                        EMPLOYEE CONTRIBUTIONS

4.1 VOLUNTARY CONTRIBUTIONS.  An Employee may make Voluntary
Contributions to the Plan established hereunder if so authorized by
the Employer in a uniform and nondiscriminatory manner.  Such
contributions are subject to the limitations on Annual Additions and
are subject to antidiscrimination testing.  Voluntary Contributions
are permitted only in Adoption Agreements 003 and 006.

4.2 QUALIFIED VOLUNTARY CONTRIBUTIONS.  A Participant may no longer
make Qualified Voluntary Contributions to the Plan.  Such amounts
already contributed may remain in the Trust Fund Account until
distributed to the Participant.

4.3 ROLLOVER CONTRIBUTION.  Unless provided otherwise in the
Adoption Agreement, a Participant may make a Rollover Contribution
to any Defined Contribution Plan established hereunder of all or any
part of an amount distributed or distributable to him or her from a
Qualified Deferred Compensation Plan provided:

    (a)  the amount distributed to the Participant is deposited to
         the Plan no later than the sixtieth day after such
         distribution was received by the Participant,

    (b)  the amount distributed is not one of a series of
         substantially equal periodic payments made for the life
         (or life expectancy) of the Participant or the joint lives
         (or joint life expectancies) of the Participant and the
         Participant's Designated Beneficiary, or for a specified
         period of ten years or more;

    (c)  the amount distributed is not required under section
         401(a)(9) of the Code;

    (d)  if the amount distributed included property such property
         is rolled over, or if sold the proceeds of such property
         may be rolled over,

    (e)  the amount distributed is not includable in gross income
         (determined without regard to the exclusion for net
         unrealized appreciation with respect to employer
         securities).

In addition, if the Adoption Agreement allows Rollover
Contributions, the Plan will also accept any Eligible Rollover
Distribution (as defined at paragraph 1.70) directly to the Plan.

Rollover Contributions, which relate to distributions prior to
January 1, 1993, must be made in accordance with paragraphs (a)
through (e) and additionally meet the requirements of paragraph (f):

    (f)  The distribution from the Qualified Deferred Compensation
         Plan constituted the Participant's entire interest in such
         Plan and was distributed within one taxable year to the
         Participant:

         (1)  on account of separation from Service, a Plan
              termination, or in the case of a profit sharing or
              stock bonus plan, a complete discontinuance of
              contributions under such plan within the meaning of
              Section 402(a)(6)(A) of the Code, or

         (2)  in one or more distributions which constitute a
              qualified lump sum distribution within the meaning of
              Code Section 402(e)(4)(A), determined without
              reference to subparagraphs (B) and (H).


                                   21


<PAGE>

Such Rollover Contribution may also be made through an Individual
Retirement Account qualified under Code Section 408 where the IRA
was used as a conduit from the Qualified Deferred Compensation Plan,
the Rollover Contribution is made in accordance with the rules
provided under paragraphs (a) through (e) and the Rollover
Contribution does not include any regular IRA contributions, or
earnings thereon, which the Participant may have made to the IRA.
Rollover Contributions, which relate to distributions prior to
January 1, 1993, may be made through an IRA in accordance with
paragraphs (a) through (f) and additional requirements as provided
in the previous sentence.  The Trustee shall not be held responsible
for determining the tax free status of any Rollover Contribution
made under this Plan.

4.4 TRANSFER CONTRIBUTION.   Unless provided otherwise in the
Adoption Agreement a Participant may, subject to the provisions of
paragraph 4.5, also arrange for the direct transfer of his or her
benefit from a Qualified Deferred Compensation Plan to this Plan.
For accounting and record keeping purposes, Transfer Contributions
shall be treated in the same manner as Rollover Contributions.

In the event the Employer accepts a Transfer Contribution from a
Plan in which the Employee was directing the investments of his or
her account, the Employer may continue to permit the Employee to
direct his or her investments in accordance with paragraph 13.7 with
respect only to such Transfer Contribution.  Notwithstanding the
above, the Employer may refuse to accept such Transfer
Contributions.

4.5 EMPLOYER APPROVAL OF TRANSFER CONTRIBUTIONS.  The Employer
maintaining a Safe Harbor Profit Sharing Plan in accordance with the
provisions of paragraph 8.7, acting in a nondiscriminatory manner,
may in its sole discretion refuse to allow Transfer Contributions to
its profit sharing plan, if such contributions are directly or
indirectly being transferred from a defined benefit plan, a money
purchase pension plan (including a target benefit plan), a stock
bonus plan, or another profit sharing plan which would otherwise
provide for a life annuity form of payment to the Participant.

4.6 ELECTIVE DEFERRALS.  A Participant may enter into a Elective
Deferrals Agreement with the Employer authorizing the Employer to
withhold  a portion of such Participant's Compensation not to exceed
$7,000 per calendar year as adjusted for inflation or, if lesser,
the percentage of Compensation specified in the Adoption Agreement
and to deposit such amount to the Plan.  No Participant shall be
permitted to have Elective Deferrals made under this Plan or any
other qualified plan maintained by the Employer, during any taxable
year, in excess of the dollar limitation contained in Code Section
402(g) in effect at the beginning of such taxable year.  Thus, the
$7,000 limit may be reduced if a Participant contributes pre-tax
contributions to qualified plans of this or other Employers.  Any
such contribution shall be credited to the Employee's Elective
Deferrals Account.  Unless otherwise specified in the Adoption
Agreement, a Participant may amend his or her Elective Deferrals
Agreement to increase, decrease or terminate the percentage upon 30
days written notice to the Employer.  If a Participant terminates
his or her agreement, such Participant shall not be permitted to put
a new Elective Deferrals Agreement into effect until the first pay
period in the next Plan Year, unless otherwise stated in the
Adoption Agreement.  The Employer may also amend or terminate said
agreement on written notice to the Participant.  If a Participant
has not authorized the Employer to withhold at the maximum rate and
desires to increase the total withheld for a Plan Year, such
Participant may authorize the Employer upon 30 days notice to
withhold a supplemental amount up to 100% of his or her Compensation
for one or more pay periods.  In no event may the sum of the amounts
withheld under the Elective Deferrals Agreement plus the
supplemental withholding exceed 25% of a Participant's Compensation
for a Plan Year.  The Employer may also recharacterize as after tax
Voluntary Contributions all or any portion of amounts previously
withheld under any Elective Deferrals Agreement within the Plan Year
as provided for at paragraph 10.10.  This may be done to insure that
the Plan will meet one of the antidiscrimination tests  under Code
Section 401(k).  Elective Deferrals shall be deposited in the Trust
within 30 days after being withheld from the Participant's pay.
Elective Deferrals are permitted only in Standardized Adoption
Agreement 003,  Nonstandardized Adoption Agreement 006, and
Standardized Adoption Agreement 009.


                                   22


<PAGE>

4.7 REQUIRED VOLUNTARY CONTRIBUTIONS.  If the Employer makes a
thrift election in the Adoption Agreement, each eligible Participant
shall be required to make Voluntary Contributions to the Plan for
credit to his or her account as provided  in the Adoption Agreement.
Such Voluntary Contributions shall be withheld from the Employee's
Compensation and shall be transmitted by the Employer to the Trustee
as agreed between the Employer and Trustee.  A Participant may
discontinue participation or change his or her Voluntary
Contribution percentage by so advising the Employer at least 10 days
prior to the date on which such discontinuance or change is to be
effective. If a Participant discontinues his or her Voluntary
Contributions, such Participant may not again authorize Voluntary
Contributions for a period of one year from the date of
discontinuance.  A Participant may voluntarily change his or her
Voluntary Contribution percentage once during any Plan Year and may
also agree to have a reduction in his or her contribution, if
required to satisfy the requirements of the ACP test.  Voluntary
Contributions are permitted only in Standardized Adoption Agreement
003 and Nonstandardized Adoption Agreement 006.

4.8 DIRECT ROLLOVER OF BENEFITS.  Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Participant's
election under this paragraph, for distributions made on or after
January 1, 1993, a Participant may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any portion of
an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Participant in a Direct Rollover.
Any portion of a distribution which is not paid directly to an
Eligible Retirement Plan shall be distributed to the Participant.
For purposes of this paragraph, a Surviving Spouse or a Spouse or
former Spouse who is an alternate payee under a Qualified Domestic
Relations Order as defined in Code Section 414(p), will be permitted
to elect to have any Eligible Rollover Distribution paid directly to
an individual retirement account (IRA) or an individual retirement
annuity (IRA).

The Plan provisions otherwise applicable to distributions continue
to apply to Rollover and Transfer Contributions.


                                   23


<PAGE>

                              ARTICLE V

                         PARTICIPANT ACCOUNTS

5.1 SEPARATE ACCOUNTS.  The Employer shall establish a separate
bookkeeping account for each Participant showing the total value of
his or her interest in the Fund.  Each Participant's account shall
be separated for bookkeeping purposes into the following sub
accounts:

    (a)  Employer Contributions.

         (1)  Matching Contributions.

         (2)  Qualified Matching Contributions.

         (3)  Qualified Non-Elective Contributions.

         (4)  Discretionary Contributions.

         (5)  Elective Deferrals.

    (b)  Voluntary Contributions (and additional amounts including,
         required contributions and if applicable, either
         repayments of loans previously defaulted on and treated as
         "deemed distributions" on which a tax report has been
         issued, and amounts paid out upon a separation from
         service which have been included in income and which are
         repaid after being rehired by the Employer).

    (c)  Qualified Voluntary Contributions (if the Plan previously
         accepted these).

    (d)  Rollover Contributions.

    (e)  Transfer Contributions.

5.2 ADJUSTMENTS TO PARTICIPANT ACCOUNTS.  As of each Valuation Date
of the Plan, the Employer shall add to each account:

    (a)  the Participant's share of the Employer's contribution and
         forfeitures as determined in the Adoption Agreement,

    (b)  any Elective Deferrals, Voluntary, Rollover or Transfer
         Contributions made by the Participant.

    (c)  any repayment of amounts previously paid out to a
         Participant upon a separation from Service and repaid by
         the Participant since the last Valuation Date, and

    (d)  the Participant's proportionate share of any investment
         earnings and increase in the fair market value of the Fund
         since the last Valuation Date, as determined at paragraph
         5.4.

The Employer shall deduct from each account:

    (e)  any withdrawals or payments made from the Participant's
         account since the last Valuation Date, and

    (f)  the Participant's proportionate share of any decrease in
         the fair market value of the Fund since the last Valuation
         Date, as determined at paragraph 5.4.


                                   24


<PAGE>

5.3 ALLOCATING EMPLOYER CONTRIBUTIONS.  The Employer's contribution
shall be allocated to Participants in accordance with the allocation
formula selected by the Employer in the Adoption Agreement, and the
minimum contribution and allocation requirements for Top Heavy
Plans.  Beginning with the 1990 Plan Year and thereafter, for plans
on Standardized Adoption Agreements 001, 002, 003, 007, 008 and 009,
Participants who are credited with more than 500 Hours of Service or
are employed on the last day of the Plan Year must receive a full
allocation of Employer contributions.  In Nonstandardized Adoption
Agreements 004, 005, and 006, Employer contributions shall be
allocated to the accounts of Participants employed by the Employer
on the last day of the Plan Year unless indicated otherwise in the
Adoption Agreement.  In the case of a non Top Heavy, Nonstandardized
Plan, Participants must also have completed a Year of Service unless
otherwise specified in the Adoption Agreement.  For Nonstandardized
Adoption Agreements 004, 005, and 006, the Employer may only apply
the last day of the Plan Year and Year of Service requirements, if
the Plan satisfies the requirements of Code Sections 401(a)(26) and
410(b) and the regulations thereunder including the exception for
401(k) plans.  If, when applying the last day and Year of Service
requirements, the Plan fails to satisfy the aforementioned
requirements, additional Participants will be eligible to receive an
allocation of Employer Contributions until the requirements are
satisfied.  Participants who are credited with a Year of Service,
but not employed at Plan Year end, are the first category of
additional Participants eligible to receive an allocation.  If the
requirements are still not satisfied, Participants credited with
more than 500 Hours of Service and employed at Plan Year end are the
next category of Participants eligible to receive an allocation.
Finally, if necessary to satisfy the said requirements, any
Participant credited with more than 500 Hours of Service will be
eligible for an allocation of Employer Contributions.

5.4 ALLOCATING INVESTMENT EARNINGS AND LOSSES.  A Participant's
share of investment earnings and any increase or decrease in the
fair market value of the Fund shall be based on the proportionate
value of all active accounts (other than accounts with segregated
investments) as of the last Valuation Date less withdrawals since
the last Valuation Date.  If Employer and/or Employee contributions
are made monthly, quarterly, or on some other systematic basis, the
adjusted value of such accounts for allocation of investment income
and gains or losses shall include  one half the Employer
contributions for such period.  If Employer and/or Employee
contributions are not made on a systematic basis, it is assumed that
they are made at the end of the valuation period and therefore will
not receive an allocation of investment earnings and gains or losses
for such period.

Alternatively, at the Plan Administrator's option, all Employer
contributions will be credited with an allocation of the actual
investment earnings and gains and losses from the actual date of
deposit of each such contribution until the end of the period.
Accounts with segregated investments shall receive only the income
or loss on such segregated investments.  In no event shall the
selection of a method of allocating gains and losses be used to
discriminate in favor of the Highly Compensated Employees.

5.5 PARTICIPANT STATEMENTS.  Upon completing the allocations
described above for the Valuation Date coinciding with the end of
the Plan Year, the Employer shall prepare a statement for each
Participant showing the additions to and subtractions from his or
her account since the last such statement and the fair market value
of his or her account as of the current Valuation Date. Employers so
choosing may prepare Participant statements for each Valuation Date.


                                   25


<PAGE>

                              ARTICLE VI

                RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 NORMAL RETIREMENT BENEFITS.  A Participant shall be entitled to
receive the balance held in his or her account from Employer
contributions upon attaining Normal Retirement Age or at such
earlier dates as the provisions of this Article VI may allow.  If
the Participant elects to continue working past his or her Normal
Retirement Age, he or she will continue as an active Plan
Participant and no distribution shall be made to such Participant
until his or her actual retirement date unless the employer elects
otherwise in the Adoption Agreement, or a minimum distribution is
required by law.  Settlement shall be made in the normal form, or if
elected in one of the optional forms of payment provided below.

6.2 EARLY RETIREMENT BENEFITS.  If the Employer so provides in the
Adoption Agreement, an Early Retirement benefit will be available to
individuals who meet the age and Service requirements.  An
individual who meets the Early Retirement Age requirements and
separates from Service, will become fully vested, regardless of any
vesting schedule which otherwise might apply.  If a Participant
separates from Service before satisfying the age requirements, but
after having satisfied the Service requirement, the Participant will
be entitled to elect an Early Retirement benefit upon satisfaction
of the age requirement.

6.3 BENEFITS ON TERMINATION OF EMPLOYMENT.

    (a)  If a Participant terminates employment prior to Normal
         Retirement Age, such Participant shall be entitled to
         receive the vested balance held in his or her account
         payable at Normal Retirement Age in the normal form, or if
         elected, in one of the optional forms of payment provided
         hereunder.  If applicable, the Early Retirement Benefit
         provisions may be elected. Notwithstanding the preceding
         sentence, a former Participant may, if allowed in the
         Adoption Agreement, make application to the Employer
         requesting early payment of any deferred vested and
         nonforfeitable benefit due.

    (b)  If a Participant terminates employment, and the value of
         that Participant's Vested Account Balance derived from
         Employer and Employee contributions is not greater than
         $3,500, the Participant may receive a lump sum
         distribution of the value of the entire vested portion of
         such account balance and the non-vested portion will be
         treated as a forfeiture.  The Employer shall continue to
         follow their consistent policy, as may be established,
         regarding immediate cash-outs of Vested Account Balances
         of $3,500 or less.  For purposes of this article, if the
         value of a Participant's Vested Account Balance is zero,
         the Participant shall be  deemed to have received a
         distribution of such Vested Account Balance immediately
         following termination.  Likewise, if the Participant is
         reemployed prior to incurring 5 consecutive 1 year Breaks
         in Service they will be deemed to have immediately repaid
         such distribution.  For Plan Years prior to 1989, a
         Participant's Vested Account Balance shall not include
         Qualified Voluntary Contributions.  Notwithstanding the
         above, if the Employer maintains or has maintained a
         policy of not distributing any amounts until the
         Participant's Normal Retirement Age, the Employer can
         continue to uniformly apply such policy.

    (c)  If a Participant terminates Service with a Vested Account
         Balance derived from Employer and Employee contributions
         in excess of $3,500, and elects (with his or her Spouse's
         consent) to receive 100% of the value of his or her Vested
         Account Balance in a lump sum, the non vested portion will
         be treated as a forfeiture.  Except as provided at
         paragraph 6.4(c), the Participant (and his or her Spouse)
         must consent to any distribution, when the Vested Account
         Balance described above exceeds $3,500 or if at the time
         of any prior distribution it exceeded $3,500.  For
         purposes of this paragraph, a Participant's Vested


                                   26


<PAGE>

Account Balance shall not include Qualified Voluntary Contributions,
for Plan Years beginning prior to 1989.

    (d)  Distribution of less than 100% of the Participant's Vested
         Account Balance shall only be permitted if the Participant
         is fully vested upon termination of employment.

    (e)  If a Participant who is not 100% vested receives or is
         deemed to receive a distribution pursuant to this
         paragraph, and such Participant's non vested benefit is
         forfeited hereunder, and if such Participant resumes
         employment covered under this Plan, the Participant shall
         have the right to repay to the Plan the full amount of the
         distribution attributable to Employer contributions on or
         before the earlier of the date that the Participant incurs
         5 consecutive 1 year Breaks in Service following the date
         of distribution or five years after the first date on
         which the Participant is subsequently reemployed.  In such
         event, the Participant's forfeiture shall be restored to
         his or her account as of the Valuation Date at the end of
         the Plan Year following the date on which repayment of the
         distribution is received.  Restoration of the forfeiture
         amount shall be accomplished in accordance with the
         procedure selected by the Employer in the Adoption
         Agreement.

    (f)  A Participant shall also have the option, to postpone
         payment of his or her Plan benefits until the first day of
         April following the calendar year in which he or she
         attains age 70 1/2. Any balance of a Participant's account
         resulting from his or her Employee contributions not
         previously withdrawn, if any, may be withdrawn by the
         Participant immediately following separation from Service.

    (g)  If a Participant ceases to be an active Employee as a
         result of a Disability as defined at paragraph 1.20, such
         Participant shall be able to make an application for a
         disability retirement benefit payment.  The Participant's
         account balance will be deemed "immediately distributable"
         as set forth in paragraph 6.4, and will be fully vested
         pursuant to paragraph 9.2.

6.4 RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS.

    (a)  An account balance is immediately distributable if any
         part of the account balance could be distributed to the
         Participant (or Surviving Spouse) before the Participant
         attains (or would have attained whether or not deceased)
         the later of the Normal Retirement Age or age 62.

    (b)  If the value of a Participant's Vested Account Balance
         derived from Employer and Employee Contributions exceeds
         (or at the time of any prior distribution exceeded)
         $3,500, and the account balance is immediately
         distributable, the Participant and his or her Spouse (or
         where either the Participant or the Spouse has died, the
         survivor) must consent to any distribution of such account
         balance.  The consent of the Participant and the Spouse
         shall be obtained in writing within the 90 day period
         ending on the annuity starting date, which is the first
         day of the first period for which an amount is paid as an
         annuity or any other form.  The Plan Administrator shall
         notify the Participant and the Participant's Spouse of the
         right to defer any distribution until the Participant's
         account balance is no longer immediately distributable.
         Such notification shall include a general description of
         the material features, and an explanation of the relative
         values of, the optional forms of benefit available under
         the plan in a manner that would satisfy the notice
         requirements of Code Section 417(a)(3), and shall be
         provided no less than 30 days and no more than 90 days
         prior to the annuity starting date.


                                   27


<PAGE>

    (c)  Notwithstanding the foregoing, only the Participant need
         consent to the commencement of a distribution in the form
         of a qualified Joint and Survivor Annuity while the
         account balance is immediately distributable.
         Furthermore, if payment in the form of a Qualified Joint
         and Survivor Annuity is not required with respect to the
         Participant pursuant to paragraph 8.7 of the Plan, only
         the Participant need consent to the distribution of an
         account balance that is immediately distributable.
         Neither the consent of the Participant nor the
         Participant's Spouse shall be required to the extent that
         a distribution is required to satisfy Code Section
         401(a)(9) or Code Section 415.  In addition, upon
         termination of this Plan if the Plan does not offer an
         annuity option (purchased from a commercial provider), the
         Participant's account balance may, without the
         Participant's consent, be distributed to the Participant
         or transferred to another Defined Contribution Plan [other
         than an employee stock  ownership plan as defined in Code
         Section 4975(e)(7)] within the same controlled group.

    (d)  For purposes of determining the applicability of the
         foregoing consent requirements to distributions made
         before the first day of the first Plan Year beginning
         after 1988, the Participant's Vested Account Balance shall
         not include amounts attributable to Qualified Voluntary
         Contributions.

6.5 NORMAL FORM OF PAYMENT.  The normal form of payment for a
profit sharing plan satisfying the requirements of paragraph 8.7
hereof shall be a lump sum with no option for annuity payments.  For
all other plans, the normal form of payment hereunder shall be a
Qualified Joint and Survivor Annuity as provided under Article VIII.
A Participant whose Vested Account Balance derived from Employer and
Employee contributions exceeds $3,500, or if at the time of any
prior distribution it exceeds $3,500, shall (with the consent of his
or her Spouse) have the right to receive his or her benefit in a
lump sum or in monthly, quarterly, semi annual or annual payments
from the Fund over any period not extending beyond the life
expectancy of the Participant and his or her Beneficiary.  For
purposes of this paragraph, a Participant's Vested Account Balance
shall not include Qualified Voluntary Contributions, for Plan Years
beginning prior to 1989.  The normal form of payment shall be
automatic, unless the Participant files a written request with the
Employer prior to the date on which the benefit is automatically
payable, electing a lump sum or installment payment option.  No
amendment to the Plan may eliminate one of the optional distribution
forms listed above.

6.6 COMMENCEMENT OF BENEFITS.

    (a)  Unless the Participant elects otherwise, distribution of
         benefits will begin no later than the 60th day after the
         close of the Plan Year in which the latest of the
         following events occurs:

         (1)  the Participant attains age 65 (or normal retirement
              age if earlier),

         (2)  occurs the 10th anniversary of the year in which the
              Participant commenced participation in the Plan, or

         (3)  the Participant terminates Service with the Employer.

    (b)  Notwithstanding the foregoing, the failure of a
         Participant and Spouse (if necessary) to consent to a
         distribution while a benefit is immediately distributable,
         within the meaning of paragraph 6.4 hereof, shall be
         deemed an election to defer commencement of payment of any
         benefit sufficient to satisfy this paragraph.

    (c)  Unless the Employer provides otherwise in the Adoption
         Agreement, distributions of benefits will be made within
         60 days following the close of the Plan Year during which
         a distribution is requested or otherwise becomes payable.


                                   28


<PAGE>

6.7 CLAIMS PROCEDURES.  Upon retirement, death, or other severance
of employment, the Participant or his or her representative may make
application to the Employer requesting payment of benefits due and
the manner of payment.  If no application for benefits is made, the
Employer shall automatically pay any vested benefit due  hereunder
in the normal form at the time prescribed at paragraph 6.6.  If an
application for benefits is made, the Employer shall accept, reject,
or modify such request and shall notify the Participant in writing
setting forth the response of the Employer and in the case of a
denial or modification the Employer shall:

    (a)  state the specific reason or reasons for the denial,

    (b)  provide specific reference to pertinent Plan provisions on
         which the denial is based,

    (c)  provide a description of any additional material or
         information necessary for the Participant or his
         representative to perfect the claim and an explanation of
         why such material or information is necessary, and

    (d)  explain the Plan's claim review procedure as contained in
         this Plan.

In the event the request is rejected or modified, the Participant or
his representative may within 60 days following receipt by the
Participant or representative of such rejection or modification,
submit a written request for review by the Employer of its initial
decision.  Within 60 days following such request for review, the
Employer shall render its final decision in writing to the
Participant or representative stating specific reasons for such
decision.  If the Participant or representative is not satisfied
with the Employer's final decision, the Participant or
representative can institute an action in a federal court of
competent jurisdiction; for this purpose, process would be served on
the Employer.

6.8 IN-SERVICE WITHDRAWALS.  An Employee may withdraw all or any
part of the fair market value of his or her Mandatory Contributions,
Voluntary Contributions, Qualified Voluntary Contributions or
Rollover Contributions, upon written request to the Employer.
Transfer Contributions, which originate from a Plan meeting the safe
harbor provisions of paragraph 8.7, may also be withdrawn by an
Employee upon written request to the Employer. Transfer
Contributions not meeting the safe-harbor provisions may only be
withdrawn upon retirement, death, Disability, termination or
termination of the Plan, and will be subject to Spousal consent
requirements contained in Code Sections 411(a)(11) and 417.  No such
withdrawals are permitted from a money purchase plan until the
Participant reaches Normal Retirement Age.  Such request shall
include the Participant's address, social security number, birth
date, and amount of the withdrawal.  If at the time a distribution
of Qualified Voluntary Contributions is received the Participant has
not attained age 59 and is not disabled, as defined at Code Section
22(e)(3), the Participant will be subject to a federal income tax
penalty, unless the distribution is rolled over to a qualified plan
or individual retirement plan within 60 days of the date of
distribution.  A Participant may withdraw all or any  part of the
fair market value of his or her pre-1987 Voluntary Contributions
with or without withdrawing the earnings attributable thereto.
Post-1986 Voluntary Contributions may only be withdrawn along with a
portion of the earnings thereon.  The amount of the earnings to be
withdrawn is determined by using the formula:  DA[1-(V, V + E)],
where DA is the distribution amount, V is the amount of Voluntary
Contributions and V + E is the amount of Voluntary Contributions
plus the earnings attributable thereto.  A Participant withdrawing
his or her other contributions prior to attaining age 59 1/2, will
be subject to a federal tax penalty to the extent that the withdrawn
amounts are includable in income.  Unless the Employer provides
otherwise in the Adoption Agreement, any Participant in a profit
sharing plan who is 100% fully vested in his or her Employer
contributions may withdraw all or any part of the fair market value
of any of such contributions that have been in the account at least
two years, plus the investment earnings thereon, without separation
from Service.  Such distributions shall not be eligible for
redeposit to the Fund.  A withdrawal under this paragraph shall not
prohibit such Participant from sharing  in any future Employer
Contribution he or she would otherwise be eligible to share in.  A
request to withdraw amounts pursuant to this paragraph must if
applicable, be consented to by the Participant's Spouse.  The
consent shall comply with the requirements of paragraph 6.4 relating
to immediate distributions.


                                   29


<PAGE>

Elective Deferrals, Qualified Non elective Contributions, and
Qualified Matching Contributions, and income allocable to each are
not distributable to a Participant or his or her Beneficiary or
Beneficiaries, in accordance with such Participant's or
Beneficiary's or Beneficiaries' election, earlier than upon
separation from Service, death, or Disability.  Such amounts may
also be distributed upon:

    (a)  Termination of the Plan without the establishment of
         another Defined Contribution Plan.

    (b)  The disposition by a corporation to an unrelated
         corporation of substantially all of the assets [within the
         meaning of Code Section 409(d)(2)] used in a trade or
         business of such corporation if such corporation continues
         to maintain this Plan after the disposition, but only with
         respect to Employees who continue employment with the
         corporation acquiring such assets.

    (c)  The disposition by a corporation to an unrelated entity of
         such corporation's interest in a subsidiary [within the
         meaning of Code Section 409(d)(3)] if such corporation
         continues to maintain this plan, but only with respect to
         Employees who continue employment with such subsidiary.

    (d)  The attainment of age 59 1/2.

    (e)  The Hardship of the Participant as described in paragraph
         6.9.

All distributions that may be made pursuant to one or more of the
foregoing distributable events are subject to the Spousal and
Participant consent requirements, if applicable, contained in Code
Sections 401(a)(11) and 417.

6.9 HARDSHIP WITHDRAWAL.  If permitted by the Employer in the
Adoption Agreement, a Participant in a profit-sharing plan may
request a hardship withdrawal prior to attaining age 59 1/2.  If the
Participant has not attained age 59 1/2, the Participant may be
subject to a federal income tax penalty.  Such request shall be in
writing to the Employer who shall have sole authority to authorize a
hardship withdrawal, pursuant to the rules below.  Hardship
withdrawals may include Elective Deferrals and any earnings accrued
and credited thereon as of the last day of the Plan Year ending
before July 1, 1989 and Employer related contributions, including
but not limited to Employer Matching Contributions, plus the
investment earnings thereon to the extent vested.  Qualified
Matching Contributions, Qualified Non-Elective Contributions and
Elective Deferrals reclassified as Voluntary Contributions, plus the
investment earnings thereon are only available for a Hardship
Withdrawal prior to age 59 1/2 to the extent that they were credited
to the Participant's Account as of the last day of the Plan Year
ending prior to July 1, 1989.  The Plan Administrator may limit
withdrawals to Elective Deferrals and the earnings thereon as
stipulated above.  Hardship withdrawals are subject to the Spousal
consent requirements contained in Code Sections 401(a)(11) and 417.
Only the following reasons are valid to obtain hardship withdrawal:

    (a)  medical expenses [within the meaning of Code Section
         213(d)] of the Participant, his or her Spouse, children
         and other dependents,

    (b)  the purchase (excluding mortgage payments) of the
         principal residence for the Participant,

    (c)  payment of tuition and related educational expenses for
         the next twelve (12) months of post-secondary education
         for the Participant, his or her Spouse, children or other
         dependents, or

    (d)  the need to prevent eviction of the Employee from or a
         foreclosure on the mortgage of, the Employee's principal
         residence.

Furthermore, for Plans on Adoption Agreements 003 and 006, the
following conditions must be met in order for a withdrawal to be
authorized:


                                   30


<PAGE>


    (e)  the Participant has obtained all distributions, other than
         hardship distributions, and all nontaxable loans under all
         plans maintained by the Employer,

    (f)  all plans maintained by the Employer provide that the
         Employee's Elective Deferrals and Voluntary Contributions
         will be suspended for twelve months after the receipt of
         the Hardship distribution,

    (g)  the distribution is not in excess of the amount of the
         immediate and heavy financial need [(a) through (d)]
         above, and

    (h)  all plans maintained by the Employer provide that an
         Employee may only make Elective Deferrals for the
         Employee's taxable year immediately following the taxable
         year of the hardship distribution of the applicable limit
         under Code Section 402(g) for such taxable year, less the
         amount of such Employee's pre tax contributions for the
         taxable year of the hardship distribution.

    If a distribution is made from any Plan at a time when a
Participant has a nonforfeitable right to less than 100% of the
account balance derived from Employer contributions and the
Participant may increase the nonforfeitable percentage in the
account:

    (a)  A separate account will be established for the
         Participant's interest in the Plan as of the time of the
         distribution, and

    (b)  At any relevant time the Participant's nonforfeitable
         portion of the separate account will be equal to an amount
         ("X") determined by the formula:

                    X = P [AB + (R X D)] - (R X D)

For purposes of applying the formula: "P" is the nonforfeitable
percentage at the relevant time, "AB" is the account balance at the
relevant time, "D" is the amount of the distribution and "R" is the
ratio of the account balance at the relevant time to the  account
balance after distribution.


                                   31


<PAGE>


                             ARTICLE VII

                      DISTRIBUTION REQUIREMENTS

7.1 JOINT AND SURVIVOR ANNUITY REQUIREMENTS.  All distributions
made under the terms of this Plan must comply with the provisions of
Article VIII including, if applicable, the safe harbor provisions
thereunder.

7.2 MINIMUM DISTRIBUTION REQUIREMENTS.  All distributions required
under this Article shall be determined and made in accordance with
the minimum distribution requirements of Code Section 401(a)(9) and
the regulations thereunder, including the minimum distribution
incidental benefit rules found at Regulations Section 1.401(a)(9)-2.
The entire interest of a Participant must be distributed or begin to
be distributed no later than the Participant's Required Beginning
Date.  Life expectancy and joint and last survivor life expectancy
are computed by using the expected return multiples found in Tables
V and VI of Regulations Section 1.72-9.

7.3 LIMITS ON DISTRIBUTION PERIODS.  As of the First Distribution
Calendar Year, distributions if not made in a single sum, may only
be made over one of the following periods (or a combination
thereof):

    (a)  the life of the Participant,

    (b)  the life of the Participant and a Designated Beneficiary,

    (c)  a period certain not extending beyond the life expectancy
         of the participant, or

    (d)  a period certain not extending beyond the joint and last
         survivor expectancy of the Participant and a Designated
         Beneficiary.

7.4 REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE.

    (a)  If a participant's benefit is to be distributed over (1) a
         period not extending beyond the life expectancy of the
         Participant or the joint life and last survivor expectancy
         of the Participant and the Participant's Designated
         Beneficiary or (2) a period not extending beyond the life
         expectancy of the Designated Beneficiary, the amount
         required to be distributed for each calendar year,
         beginning with distributions for the First Distribution
         Calendar Year, must at least equal the quotient obtained
         by dividing the Participant's benefit by the Applicable
         Life Expectancy.

    (b)  For calendar years beginning before 1989, if the
         Participant's Spouse is not the Designated Beneficiary,
         the method of distribution selected must have assured that
         at least 50% of the Present Value of the amount available
         for distribution was to be paid within the life expectancy
         of the Participant.

    (c)  For calendar years beginning after 1988, the amount to be
         distributed each year, beginning with distributions for
         the First Distribution Calendar Year shall not be less
         than the quotient obtained by dividing the Participant's
         benefit by the lesser of (1) the Applicable Life
         Expectancy or (2) if the Participant's Spouse is not the
         Designated Beneficiary, the applicable divisor determined
         from the table set forth in Q&A-4 of Regulations Section
         1.401(a)(9)-2.  Distributions after the death of the
         Participant shall be distributed using the Applicable Life
         Expectancy as the relevant divisor without regard to
         Regulations Section 1.401(a)(9)-2.


                                   32


<PAGE>


    (d)  The minimum distribution required for the Participant's
         First Distribution Calendar Year must be made on or before
         the Participant's Required Beginning Date.  The minimum
         distribution for other calendar years, including the
         minimum distribution for the Distribution Calendar Year in
         which the Participant's Required Beginning Date occurs,
         must be made on or before December 31 of that Distribution
         Calendar Year.

    (e)  If the Participant's benefit is distributed in the form of
         an annuity purchased from an insurance company,
         distributions thereunder shall be made in accordance with
         the requirements of Code Section 401(a)(9) and the
         regulations thereunder.

    (f)  For purposes of determining the amount of the required
         distribution for each Distribution Calendar Year, the
         account balance to be used is the account balance
         determined as of the last valuation preceding the
         Distribution Calendar Year.  This balance will be
         increased by the amount of any contributions or
         forfeitures allocated to the account balance after the
         valuation date in such preceding calendar year.  Such
         balance will also be decreased by distributions made after
         the Valuation Date in such preceding Calendar Year.

    (g)  For purposes of subparagraph 7.4(f), if any portion of the
         minimum distribution for the First Distribution Calendar
         Year is made in the second Distribution Calendar Year on
         or before the Required Beginning Date, the amount of the
         minimum  distribution made in the second Distribution
         Calendar Year shall be treated as if it had been made in
         the immediately preceding Distribution Calendar Year.

7.5 REQUIRED BEGINNING DATE.

    (a)  General Rule.  The Required Beginning Date of a
         Participant is the first day of April of the calendar year
         following the calendar year in which the Participant
         attains age 70 1/2.

    (b)  Transitional Rules.  The Required Beginning Date of a
         Participant who attained age 70 1/2 before 1988, shall be
         determined in accordance with (1) or (2) below:

         (1)  Non-5-percent owners.  The Required Beginning Date of
              a Participant who is not a 5 percent owner is the
              first day of April of the calendar year following the
              calendar year in which the later of retirement or
              attainment of age 70 1/2 occurs.  The Required
              Beginning Date of a Participant who is not a 5
              percent owner, who attains age 70 1/2 during 1988 and
              who has not retired as of 1989, is April 1, 1990.

         (2)  5-percent owners.  The Required Beginning Date of a
              Participant who is a 5 percent owner during any year
              beginning after 1979, is the first day of April
              following the later of:

              (i)  the calendar year in which the Participant
                   attains age 70 1/2, or

              (ii) the earlier of the calendar year with or within
                   which ends the plan year in which the
                   Participant becomes a 5 percent owner, or the
                   calendar year in which the Participant retires.

    (c)  A Participant is treated as a 5 percent owner for purposes
         of this Paragraph if such Participant is a 5 percent owner
         as defined in Code Section 416(i) (determined in
         accordance with Code Section 416 but without regard to
         whether the Plan is Top Heavy) at


                                   33


<PAGE>


any time during the Plan Year ending with or within the calendar
year in which such Owner attains age 66 1/2 or any subsequent Plan
Year.

    (d)  Once distributions have begun to a 5 percent owner under
         this paragraph, they must continue to be distributed, even
         if the Participant ceases to be a 5 percent owner in a
         subsequent year.

7.6 TRANSITIONAL RULE.

    (a)  Notwithstanding the other requirements of this article and
         subject to the requirements of Article VIII, Joint and
         Survivor Annuity Requirements, distribution on behalf of
         any Employee, including a 5 percent owner, may be made in
         accordance with  all of the following requirements
         (regardless of when such distribution commences):

              (i)   The distribution by the trust is one which
                    would not have disqualified such trust under
                    Code Section 401(a)(9) as in effect prior to
                    amendment by the Deficit Reduction Act of
                    1984.

              (ii)  The distribution is in accordance with a
                    method of distribution designated by the
                    employee whose interest in the trust is being
                    distributed or, if the employee is deceased,
                    by a beneficiary of such employee.

              (iii) Such designation was in writing, was  signed
                    by the employee or the beneficiary, and was
                    made before January 1, 1984.

              (iv)  The Employee has accrued a benefit under the
                    Plan as of December 31, 1983.

              (v)   The method of distribution designated by the
                    Employee or the beneficiary specifies the time
                    at which distribution will commence, the
                    period over which distributions will be made,
                    and in the case of any distribution upon the
                    Employee's death, the beneficiaries of the
                    Employee listed in order of priority.

    (b)  A distribution upon death will not be covered by this
         transitional rule unless the information in the
         designation contains the required information described
         above with respect to the distributions to be made upon
         the death of the Employee.

    (c)  For any distribution which commences before January 1,
         1984, but continues after December 31, 1983, the Employee,
         or the beneficiary, to whom such distribution is being
         made, will be presumed to have designated the method of
         distribution under which the distribution is being made if
         the method of distribution was specified in writing and
         the distribution satisfies the requirements in sub
                    paragraphs (a)(i) and (a)(v) above.

    (d)  If a designation is revoked, any subsequent distribution
         must satisfy the requirements of Code Section 401(a)(9)
         and the Regulations thereunder.  If a designation is
         revoked  subsequent to the date distributions are required
         to begin, the Plan must distribute by the


                                   34


<PAGE>


         end of the calendar year following the calendar year in
         which the revocation occurs the total amount not yet
         distributed which would have been required to have been
         distributed to satisfy Code Section 401(a)(9) and the
         Regulations thereunder, but for the Tax Equity and Fiscal
         Responsibility Act Section 242(b)(2) election.  For
         calendar years beginning after December 31, 1988, such
         distributions must meet the minimum distribution
         incidental benefit  requirements in Regulations Section
         1.401(a)(9)-2.  Any changes in the designation will be
         considered to be a revocation of the designation.
         However, the mere substitution or addition of another
         beneficiary (one not named in the designation) under the
         designation will not be considered  to be a revocation of
         the designation, so long as such substitution or addition
         does not alter the period over which distributions are to
         be made under the designation, directly or indirectly (for
         example, by altering the relevant measuring life).  In the
         case in which an amount is transferred or rolled over from
         one plan to another plan, the rules in Q&A J-2 and Q&A J-3
         of Regulations Section 1.401(a)(9)-2 shall apply.

7.7 DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT.  Each Participant
shall file a written designation of beneficiary with the Employer
upon qualifying for participation in this Plan.  Such designation
shall remain in force until revoked by the Participant by filing a
new beneficiary form with the Employer.  The Participant may elect
to have a portion of his or her account balance invested in an
insurance contract.  If an insurance contract is purchased under the
Plan, the Trustee must be named as Beneficiary under the terms of
the contract.  However, the Participant shall designate a
Beneficiary to receive the proceeds of the contract after settlement
is received by the Trustee.  Under a profit sharing plan satisfying
the requirements of paragraph 8.7 hereof, the Designated Beneficiary
shall be the Participant's Surviving Spouse, if any, unless such
Spouse properly consents otherwise.

7.8 NONEXISTENCE OF BENEFICIARY.  Any portion of the amount payable
hereunder which is not disposed of because of the Participant's or
former Participant's failure to designate a beneficiary, or because
all of the Designated Beneficiaries are deceased, shall be paid to
his or her Spouse.  If the Participant had no Spouse at the time of
death, payment shall be made to the personal representative of his
or her estate in a lump sum.

7.9 DISTRIBUTION BEGINNING BEFORE DEATH.  If the Participant dies
after distribution of his or her interest has begun, the remaining
portion of such interest will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.

7.10     DISTRIBUTION BEGINNING AFTER DEATH.  If the Participant dies
before distribution of his or her interest begins, distribution of
the Participant's entire interest shall be completed by December 31
of the calendar year containing the fifth anniversary of the
Participant's death except to the extent that an election is made to
receive distributions in accordance with (a) or (b) below:

    (a)  If any portion of the Participant's interest is payable to
         a Designated Beneficiary, distributions may be made over
         the life or over a period certain not greater than the
         life expectancy of the Designated Beneficiary commencing
         on or before December 31 of the calendar year immediately
         following the calendar year in which the Participant died;

    (b)  If the Designated Beneficiary is the Participant's
         Surviving Spouse, the date distributions are required to
         begin in accordance with (a) above shall not be earlier
         than the later of (1) December 31 of the calendar year
         immediately following the calendar year in which the
         participant died, or (2) December 31 of the calendar year
         in which the Participant would have attained age 70 1/2.

If the Participant has not made an election pursuant to this
paragraph by the time of his or her death, the Participant's
Designated Beneficiary must elect the method of distribution no
later than the earlier of (1) December 31 of the calendar year in
which distributions would be required to begin under this section,
or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the participant.  If the
Participant has


                                   35


<PAGE>


no Designated Beneficiary, or if the Designated Beneficiary does not
elect a method of distribution, then distribution of the
Participant's entire interest must be completed by December 31 of
the calendar year containing the fifth anniversary of the
Participant's death.

For purposes of this paragraph if the Surviving Spouse dies after
the Participant, but before payments to such Spouse begin, the
provisions of this paragraph with the exception of paragraph (b)
therein, shall be applied as if the Surviving Spouse were the
Participant.  For the purposes of this paragraph and paragraph 7.9,
distribution of a Participant's interest is considered to begin on
the Participant's Required Beginning Date (or, if the preceding
sentence is applicable, the date distribution is required to begin
to the Surviving Spouse).  If distribution in the form of an annuity
described in paragraph 7.4(e) irrevocably commences to the
Participant before the Required Beginning Date, the date
distribution is considered to begin is the date distribution
actually commences.

For purposes of paragraph 7.9 and this paragraph, if an amount is
payable to either a minor or an individual who has been declared
incompetent, the benefits shall be paid to the legally appointed
guardian for the benefit of said minor or incompetent individual,
unless the court which appointed the guardian has ordered otherwise.

7.11     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS.

    (a)  Notwithstanding any other provision of the Plan, Excess
         Elective Deferrals plus any income and minus any loss
         allocable thereto, shall be distributed no later than
         April 15, 1988, and each April 15 thereafter, to
         Participants to whose accounts Excess Elective Deferrals
         were allocated for the preceding taxable year, and who
         claim Excess Elective Deferrals for such taxable year.
         Excess Elective Deferrals shall be treated as Annual
         Additions under the Plan, unless such amounts are
         distributed no later than the first April 15th following
         the close of the Participant's taxable year.  A
         Participant is deemed to notify the Plan Administrator of
         any Excess Elective Deferrals that arise by taking into
         account only those Elective Deferrals made to this Plan
         and any other plans of this Employer.  Furthermore, a
         Participant who participates in another plan allowing
         Elective Deferrals may assign to this Plan any Excess
         Elective Deferrals made during a taxable year of the
         Participant, by notifying the Plan Administrator of the
         amount of the Excess Elective Deferrals to be assigned.

    (b)  The Participant's claim shall be in writing; shall be
         submitted to the Plan Administrator not later than March 1
         of each year; shall specify the amount of the
         Participant's Excess Elective Deferrals for the preceding
         taxable year; and shall be accompanied by the
         Participant's written statement that if such amounts are
         not distributed, such Excess Elective Deferrals, when
         added to amounts deferred under other plans or
         arrangements described in Code Sections 401(k),  408(k)
         [Simplified Employee Pensions], or 403(b) [annuity
         programs for public schools and charitable organizations]
         will exceed the $7,000 limit as adjusted under Code
         Section 415(d) imposed on the Participant by Code Section
         402(g) for the year in which the deferral occurred.

    (c)  Excess Elective Deferrals shall be adjusted for any income
         or loss up to the end of the taxable year, during which
         such excess was deferred.  Income or loss will be
         calculated under the method used to calculate investment
         earnings and losses elsewhere in the Plan.

    (d)  If the Participant receives a return of his or her
         Elective Deferrals, the amount of such contributions which
         are returned must be brought into the Employee's taxable
         income.


                                   36


<PAGE>


7.12     DISTRIBUTIONS OF EXCESS CONTRIBUTIONS.

    (a)  Notwithstanding any other provision of this Plan, Excess
         Contributions, plus any income and minus any loss
         allocable thereto, shall be distributed no later than the
         last day of each Plan Year to Participants to whose
         accounts such Excess Contributions were allocated for the
         preceding Plan Year.  If such excess amounts are
         distributed more than 2 1/2 months after the last day of
         the Plan Year in which such excess amounts arose, a ten
         (10) percent excise tax will be imposed on the Employer
         maintaining the Plan with respect to such amounts.  Such
         distributions shall be made to Highly Compensated
         Employees on the basis of the respective portions of the
         Excess Contributions  attributable to each of such
         Employees.  Excess Contributions shall be allocated to
         Participants who are subject to the Family Member
         aggregation rules of Code Section 414(q)(6) in the manner
         prescribed by the regulations thereunder.

    (b)  Excess Contributions (including the amounts
                     recharacterized) shall be treated as Annual Additions
           under the Plan.

    (c)  Excess Contributions shall be adjusted for any income or
         loss up to the end of the Plan Year.  Income or loss will
         be calculated under the method used to calculate
         investment earnings and losses elsewhere in the Plan.

    (d)  Excess Contributions shall be distributed from the
         Participant's Contribution account and Qualified Matching
         Contribution account (if applicable) in proportion to the
         Participant's Elective Deferrals and Qualified Matching
         Contributions (to the extent used in the ADP test) for the
         Plan Year.  Excess Contributions shall be distributed from
         the Participant's Qualified Non Elective Contribution
         account only to the extent that such Excess Contributions
         exceed the balance in the Participant's Elective Deferral
         account and Qualified Matching Contribution account.

7.13     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.

    (a)  Notwithstanding any other provision of this Plan, Excess
         Aggregate Contributions, plus any income and minus any
         loss allocable thereto, shall be forfeited, if
         forfeitable, or if not forfeitable, distributed no later
         than the last day of each  Plan Year to Participants to
         whose accounts such Excess Aggregate Contributions were
         allocated for the preceding Plan Year. Excess Aggregate
         Contributions shall be allocated to Participants who are
         subject to the Family Member aggregation rules of Code
         Section 414(q)(6) in the manner prescribed by the
         regulations.  If such Excess Aggregate Contributions are
         distributed more than 2 1/2 months after the last day of
         the Plan Year in which such excess amounts arose, a ten
         (10) percent excise tax will be imposed on the Employer
         maintaining the Plan with respect to those amounts.
         Excess Aggregate Contributions shall be treated as Annual
         Additions under the plan.

    (b)  Excess Aggregate Contributions shall be adjusted for any
         income or loss up to the end of the Plan Year.  The income
         or loss allocable to Excess Aggregate Contributions is the
         sum of income or loss for the Plan Year allocable to the
         Participant's Voluntary Contribution account, Matching
         Contribution account, (if any, and if all amounts therein
         are not used in the ADP test) and, if applicable,
         Qualified Non Elective Contribution account and Elective
         Deferral account.  Income or loss will be calculated under
         the method used to calculate investment earnings and
         losses elsewhere in the Plan.


                                   37


<PAGE>


    (c)  Forfeitures of Excess Aggregate Contributions may either
         be reallocated to the accounts of non Highly Compensated
         Employees or applied to reduce Employer contributions, as
         elected by the employer in the Adoption Agreement.

    (d)  Excess Aggregate Contributions shall be forfeited if such
         amount is not vested.  If vested, such excess shall be
         distributed on a pro rata basis from the Participant's
         Voluntary Contribution account (and, if applicable, the
         Participant's Qualified Non Elective Contribution account
         or Elective Deferral account, or both).


                                   38


<PAGE>


                             ARTICLE VIII

               JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1 APPLICABILITY OF PROVISIONS.  The provisions of this Article
shall apply to any Participant who is credited with at least one
Hour of Service with the Employer on or after August 23, 1984 and
such other Participants as provided in paragraph 8.8.

8.2 PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY.  Unless an
optional form of benefit is selected pursuant to a Qualified
Election within the 90 day period ending on the Annuity Starting
Date, a married Participant's Vested Account Balance will be paid in
the form of a Qualified Joint and Survivor Annuity and an unmarried
Participant's Vested Account Balance will be paid in the form of a
life annuity.  The Participant may elect to have such annuity
distributed upon attaining Early Retirement Age under the Plan.

8.3 PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY.  Unless
an optional form of benefit has been selected within the Election
Period pursuant to a Qualified Election, if a Participant dies
before benefits have commenced then one half of the Participant's
Vested Account Balance shall be paid to the Surviving Spouse in the
form of a life annuity.  The Surviving Spouse may elect to have such
annuity distributed within a reasonable period after the
Participant's death.

A Participant who does not meet the age 35 requirement set forth in
the Election Period as of the end of any current Plan Year may make
a special qualified election to waive the qualified Pre retirement
Survivor Annuity for the period beginning on the date of such
election and ending on the first day of the Plan Year in which the
Participant will attain age 35.  Such election shall not be valid
unless the Participant receives a written explanation of the
Qualified Pre retirement Survivor Annuity in such terms as are
comparable to the explanation required under paragraph 8.5.
Qualified Pre retirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year in
which the Participant attains age 35.  Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4 QUALIFIED ELECTION.  A waiver of a Qualified Joint and Survivor
Annuity or a qualified pre retirement survivor annuity.  Any waiver
of a Qualified Joint and Survivor Annuity or a qualified pre
retirement survivor annuity shall not be effective unless:

    (a)  the Participant's Spouse consents in writing to the
         election;

    (b)  the election designates a specific beneficiary, including
         any class of beneficiaries or any contingent
         beneficiaries, which may not be changed without spousal
         consent (or the Spouse expressly permits designations by
         the Participant without  any further spousal consent);

    (c)  the Spouse's consent acknowledges the effect of the
         election; and

    (d)  the Spouse's consent is witnessed by a Plan representative
         or notary public.

Additionally, a Participant's waiver of the Qualified Joint and
Survivor Annuity shall not be effective unless the election
designates a form of benefit payment which may not be changed
without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal
consent).  If it is established to the satisfaction of the Plan
Administrator that there is no Spouse or that the Spouse cannot be
located, a waiver will be deemed a Qualified Election.  Any consent
by a Spouse obtained under this provision (or establishment that the
consent of a Spouse may not be obtained) shall be effective only
with respect to such Spouse.  A consent that permits designations by
the Participant without any requirement of further consent by such
Spouse must acknowledge that the Spouse has the right to limit
consent to a specific beneficiary, and a specific form of benefit
where applicable, and that the Spouse voluntarily elects to
relinquish either or both of such rights.  A revocation of a prior
waiver may be made by a Participant without the consent of the
Spouse at any time before the commencement of benefits.  The number
of revocations shall  not be limited.  No consent obtained under
this provision shall be valid unless the Participant has received
notice as provided in paragraphs 8.5 and 8.6 below.


                                   39


<PAGE>


8.5 NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY.
In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall, no less than 30 days and no more than 90 days
prior to the Annuity Starting date, provide each Participant a
written explanation of:

    (a)  the terms and conditions of a Qualified Joint and Survivor
         Annuity;

    (b)  the Participant's right to make and the effect of an
         election to waive the  qualified Joint and Survivor
         Annuity form of benefit;

    (c)  the rights of a Participant's Spouse; and

    (d)  the right to make, and the effect of, a revocation of a
         previous election to waive the Qualified Joint and
         Survivor Annuity.

8.6 NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR
ANNUITY.  In the case of a qualified pre retirement survivor annuity
as described in paragraph 8.3, the Plan Administrator shall provide
each Participant within the applicable period for such Participant a
written explanation of the qualified pre retirement survivor annuity
in such terms and in such manner as would be comparable to the
explanation provided for meeting the requirements of paragraph 8.5
applicable to a Qualified Joint and Survivor Annuity.  The
applicable period for a Participant is whichever of the following
periods ends last:

    (a)  the period beginning with the first day of the Plan Year
         in which the Participant attains age 32 and ending with
         the close of the Plan Year preceding the Plan Year in
         which the Participant attains age 35;

    (b)  a reasonable period ending after the individual becomes a
         Participant;

    (c)  a reasonable period ending after this Article first
         applies to the Participant.  Notwithstanding the
         foregoing, notice must be provided within a reasonable
         period ending after separation from Service in the case of
         a Participant who separates from Service before attaining
         age 35.

For purposes of applying the preceding paragraph, a reasonable
period ending after the events described in (b) and (c) is the end
of the two year period beginning one year prior to the date the
applicable event occurs, and ending one year after that date.  In
the case of a Participant who separates from Service before the Plan
Year in which age 35 is attained, notice shall be provided within
the two year period beginning one year prior to separation and
ending one year after separation.  If such a Participant
subsequently returns to employment with the Employer, the applicable
period for such Participant shall be redetermined.

8.7 SPECIAL SAFE-HARBOR EXCEPTION FOR CERTAIN PROFIT SHARING PLANS.

    (a)  To the extent that the following conditions are met, the
         Qualified Joint and Survivor Annuity requirements of this
         Article VIII shall be inapplicable to a Participant in a
         profit sharing plan, and to any distribution, made on or
         after the first day of the first plan year beginning after
         1988, from or under a separate account attributable solely
         to Qualified Voluntary contributions, as maintained on
         behalf of a Participant in a money purchase pension plan,
         (including a target benefit plan) if the following
         conditions are satisfied:

         (1)  the Participant does not or cannot elect payments in
              the form of a life annuity; and


                                   40


<PAGE>


         (2)  on the death of a Participant, the Participant's
              Vested Account Balance will be paid to the
              Participant's Surviving Spouse, but if there is no
              Surviving Spouse, or if the Surviving Spouse has
              consented in a manner conforming to a Qualified
              Election, then to the Participant's Designated
              Beneficiary.

    The Surviving Spouse may elect to have distribution of the
    Vested Account Balance commence within the 90 day period
    following the date of the Participant's death.  The account
    balance shall be adjusted for gains or losses occurring after
    the Participant's death in accordance with the provisions of
    the Plan governing the adjustment of account balances for other
    types of distributions.  These safe-harbor rules shall not be
    operative with respect to a Participant in a profit sharing
    plan if that Plan is a direct or indirect transferee of a
    Defined Benefit Plan, money purchase plan, a target benefit
    plan, stock bonus plan, or profit sharing plan which is subject
    to the survivor annuity requirements of Code Section 401(a)(11)
    and Code Section 417, and would therefore have a Qualified
    Joint and Survivor Annuity as its normal form of benefit.

    (b)  The Participant may waive the spousal death benefit
         described in this paragraph at any time provided that no
         such waiver shall be effective unless it satisfies the
         conditions (described in paragraph 8.4) that would apply
         to the Participant's waiver of the Qualified Preretirement
         Survivor Annuity.

    (c)  If this paragraph 8.7 is operative, then all other
         provisions of this Article other than paragraph 8.8 are
         inoperative.

8.8 TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES.  Special
transition rules apply to Participants who were not receiving
benefits on August 23, 1984.

    (a)  Any living Participant not receiving benefits on
         August 23, 1984, who would otherwise not receive the
         benefits prescribed by the previous paragraphs of this
         Article, must be given the opportunity to elect to have
         the prior paragraphs of this Article apply if such
         Participant is credited with at least one Hour of Service
         under this Plan or a predecessor Plan in a Plan Year
         beginning on or after January 1, 1976 and such Participant
         had at least 10 Years of Service for vesting purposes when
         he or she separated from Service.

    (b)  Any living Participant not receiving benefits on
         August 23, 1984, who was credited with at least one Hour
         of Service under this Plan or a predecessor Plan on or
         after September 2, 1974, and who is not otherwise credited
         with any Service in a Plan Year beginning on or after
         January 1, 1976, must be given the opportunity to have his
         or her benefits paid in accordance with paragraph 8.9.

    (c)  The respective opportunities to elect [as described in (a)
         and (b) above] must be afforded to the appropriate
         Participants during the period commencing on August 23,
         1984 and ending on the date benefits would otherwise
         commence to said Participants.

8.9 AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR
ANNUITY.  Any Participant who has elected pursuant to paragraph
8.8(b) and any Participant who does not elect under paragraph 8.8(a)
or who meets the requirements of paragraph 8.8(a), except that such
Participant does not have at least 10 years of vesting Service when
he or she separates from Service, shall have his or her benefits
distributed in accordance with all of the following requirements if
benefits would have been payable in the form of a life annuity.

    (a)  Automatic Joint and Survivor Annuity.  If benefits in the
         form of a life annuity become payable to a married
         Participant who:

         (1)  begins to receive payments under the Plan on or after
              Normal Retirement Age, or


                                   41


<PAGE>


         (2)  dies on or after Normal Retirement Age while still
              working for the Employer, or

         (3)  begins to receive payments on or after the Qualified
              Early Retirement Age, or

         (4)  separates from Service on or after attaining Normal
              Retirement (or the Qualified Early Retirement Age)
              and after satisfying the eligibility requirements for
              the payment of benefits under the Plan and thereafter
              dies before beginning to receive such benefits, then
              such benefits will be received under this Plan in the
              form of a Qualified Joint and Survivor Annuity,
              unless the Participant has elected otherwise during
              the Election Period.  The Election Period must begin
              at least 6 months before the Participant attains
              Qualified Early Retirement Age and end not more than
              90 days before the commencement of benefits.  Any
              election hereunder will be in writing and may be
              changed by the Participant at any time.

    (b)  Election of Early Survivor Annuity.  A Participant who is
         employed after attaining the Qualified Early Retirement
         Age will be given the opportunity to elect, during the
         Election Period, to have a survivor annuity payable on
         death.  If the Participant elects the survivor annuity,
         payments under such annuity must not be less than the
         payments which would have been made to the Spouse under
         the Qualified Joint and Survivor Annuity if the
         Participant had retired on the day before his or her
         death.  Any election under this provision will be in
         writing and may be changed by the Participant at any time.
         The Election Period begins on the later of:

         (1)  the 90th day before the Participant attains the
              Qualified Early Retirement Age, or

         (2)  the date on which participation begins, and ends on
              the date the Participant terminates employment.

8.10     ANNUITY CONTRACTS.  Any annuity contract distributed under this
Plan must be nontransferable.  The terms of any annuity contract
purchased and distributed by the Plan to a Participant or Spouse
shall comply with the requirements of this Plan.


                                   42


<PAGE>


                              ARTICLE IX

                               VESTING

9.1 EMPLOYEE CONTRIBUTIONS.  A Participant shall always have a 100%
vested and nonforfeitable interest in his or her Elective Deferrals,
Voluntary Contributions, Qualified Voluntary Contributions, Rollover
Contributions, and Transfer Contributions plus the earnings thereon.
No forfeiture of Employer related contributions (including any
minimum contributions made under paragraph 14.2 hereof) will occur
solely as a result of an Employee's withdrawal of any Employee
contributions.

9.2 EMPLOYER CONTRIBUTIONS.  A Participant shall acquire a vested
and nonforfeitable interest in his or her account attributable to
Employer contributions in accordance with the table selected in the
Adoption Agreement, provided that if a Participant is not already
fully vested, he or she shall become so upon attaining Normal
Retirement Age, Early Retirement Age, on death prior to normal
retirement, on retirement due to Disability, or on termination of
the Plan.

9.3 COMPUTATION PERIOD.  The computation period for purposes of
determining Years of Service and Breaks in Service for purposes of
computing a Participant's nonforfeitable right to his or her account
balance derived from Employer contributions shall be determined by
the Employer in the Adoption Agreement.  If the Employer provides
for other than full and immediate vesting and does not designate
otherwise, the computation period will be the Plan Year.  In the
event a former Participant with no vested interest in his or her
Employer contribution account requalifies for participation in the
Plan after incurring a Break in Service, such Participant shall be
credited for vesting with all pre-break and post-break Service.

9.4 RE-QUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE YEAR BREAKS IN
SERVICE.  The account balance of such Participant shall consist of
any undistributed amount in his or her account as of the date of
reemployment plus any future contributions added to such account
plus the investment earnings on the account.  The Vested Account
Balance of such Participant shall be determined by multiplying the
Participant's account balance (adjusted to include any distribution
or redeposit made under paragraph 6.3) by such Participant's vested
percentage.  All Service of the Participant, both prior to and
following the break, shall be counted when computing the
Participant's vested percentage.

9.5 RE-QUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN
SERVICE.  If such Participant is not fully vested upon reemployment,
a new account shall be established for such Participant to separate
his or her deferred vested and nonforfeitable account, if any, from
the account to which new allocations will be made.  The
Participant's deferred account to the extent remaining shall be
fully vested and shall continue to share in earnings and losses of
the Fund.  When computing the Participant's vested portion of the
new account, all pre break and post break Service shall be counted.
However,  notwithstanding this provision, no such former Participant
who has had five consecutive one year Breaks in Service shall
acquire a larger vested and nonforfeitable interest in his or her
prior account balance as a result of requalification hereunder.

9.6 CALCULATING VESTED INTEREST.  A Participant's vested and
nonforfeitable interest shall be calculated by multiplying the fair
market value of his or her account attributable to Employer
contributions on the Valuation Date preceding distribution by the
decimal equivalent of the vested percentage as of his or her
termination date.  The amount attributable to Employer contributions
for purposes of the calculation includes amounts previously paid out
pursuant to paragraph 6.3 and not repaid.  The Participant's vested
and nonforfeitable interest, once calculated above, shall be reduced
to reflect those amounts previously paid out to the Participant and
not repaid by the Participant.  The Participant's vested and
nonforfeitable interest so determined shall continue to share in the
investment earnings and any increase or decrease in the fair market
value of the Fund up to the Valuation Date preceding or coinciding
with payment.


                                   43


<PAGE>


9.7 FORFEITURES.  Any balance in the account of a Participant who
has separated from Service to which he or she is not entitled under
the foregoing provisions, shall be forfeited and applied as provided
in the Adoption Agreement. If not specified otherwise in the
Adoption Agreement, forfeitures will be allocated to Participants in
the same manner as the Employer's contribution.  A forfeiture may
only occur if the Participant has received a distribution from the
Plan or if the Participant has incurred five consecutive 1 year
Breaks in Service.  Forfeitures shall inure only to the accounts of
Participants of the adopting Employer's plan.  If not specified
otherwise in the Adoption Agreement, forfeitures shall be allocated
at the end of the Plan Year during which the former Participant
incurs five consecutive one year Breaks in Service.  Furthermore, a
Highly Compensated Employee's Matching Contributions may be
forfeited, even if vested, if the contributions to which they relate
are Excess Deferrals, Excess Contributions or Excess Aggregate
Contributions.

9.8 AMENDMENT OF VESTING SCHEDULE.  No amendment to the Plan shall
have the effect of decreasing a Participant's vested interest
determined without regard to such amendment as of the later of the
date such amendment is adopted or the date it becomes effective.
Further, if the vesting schedule of the Plan is amended, or the Plan
is amended in any way that directly or indirectly affects the
computation of any Participant's nonforfeitable percentage, or if
the Plan is deemed amended by an automatic change to or from a Top
Heavy vesting schedule, each Participant with at least three Years
of Service with the Employer may elect, within a reasonable period
after the adoption of the amendment or change, to have his or her
nonforfeitable percentage computed under the Plan without regard to
such amendment or change.  For Participants who do not have at least
one Hour of Service in any Plan Year beginning after 1988, the
preceding sentence shall be applied  by substituting "Five Years of
Service" for "Three Years of Service" where such language appears.
The period during which the election may be made shall commence with
the date the amendment is adopted or deemed to be made and shall end
on the later of:

    (a)  60 days after the amendment is adopted;

    (b)  60 days after the amendment becomes effective; or

    (c)  60 days after the Participant is issued written notice of
         the amendment by the Employer or the Trustee.  If the
         Trustee is asked to so notify, the Fund will be charged
         for the costs thereof unless the Employer pays the charges
         as permitted in paragraph 11.3.

No amendment to the Plan shall be effective to the extent that it
has the effect of decreasing a Participant's accrued benefit.
Notwithstanding the preceding sentence, a Participant's account
balance may be reduced to the extent permitted under section
412(c)(8) of the Code (relating to financial hardships).  For
purposes of this paragraph, a Plan amendment which has the effect of
decreasing a Participant's account balance or eliminating an
optional form of benefit, with respect to benefits attributable to
service before the amendment shall be treated as reducing an accrued
benefit.

9.9 SERVICE WITH CONTROLLED GROUPS.  All Years of Service with
other members of a controlled group of corporations [as defined in
Code Section 414(b)], trades or businesses under common control [as
defined in Code Section 414(c)], or members of an affiliated service
group [as defined in Code Section 414(m)] shall be considered for
purposes of determining a Participant's nonforfeitable percentage.

9.10     APPLICATION OF PRIOR VESTING RULES.  This Article reflects the
vesting rules in effect after amendment for the Tax Reform Act of
1986.  Any Participant who separated from Service prior to rendering
an Hour of Service in the 1989 Plan Year, will continue to have his
or her vesting governed by the Plan's prior vesting rules,
including, if applicable, the "rules of parity" which would allow
for certain Years of Service to be disregarded.


                                   44


<PAGE>


                              ARTICLE X

                      LIMITATIONS ON ALLOCATIONS
                    AND ANTIDISCRIMINATION TESTING

10.1     PARTICIPATION IN THIS PLAN ONLY.  If the Participant does not
participate in and has never participated in another qualified plan,
a Welfare Benefit Fund (as defined in paragraph 1.89) or an
individual medical account, as defined in Code Section 415(l)(2),
maintained by the adopting Employer, which provides an Annual
Addition as defined in paragraph 1.4, the amount of Annual Additions
which may be credited to the Participant's account for any
Limitation Year will not exceed the lesser of the Maximum
Permissible Amount or any other limitation contained in this Plan.
If the Employer contribution that would otherwise be contributed or
allocated to the Participant's account would cause the Annual
Additions for the Limitation Year to exceed the Maximum Permissible
Amount, the amount contributed or allocated will be reduced so that
the Annual Additions for the Limitation Year will equal the Maximum
Permissible Amount.  Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine the
Maximum Permissible Amount for a Participant on the basis of a
reasonable estimate of the Participant's Compensation for the
Limitation Year, uniformly determined for all Participants similarly
situated.  As soon as is administratively feasible after the end of
the Limitation Year, the Maximum Permissible Amount for the
Limitation Year will be determined on the basis of the Participant's
actual Compensation for the Limitation Year.

10.2     DISPOSITION OF EXCESS ANNUAL ADDITIONS.  If pursuant to
paragraph 10.1 or as a result of the allocation of forfeitures,
there is an Excess Amount,  the excess will be disposed of under one
of the following methods as determined in the Adoption Agreement.
If no election is made in the Adoption Agreement then method "(a)"
below shall apply.

    (a)  Suspense Account Method

         (1)  Any nondeductible Employee Voluntary, Required
              Voluntary Contributions and unmatched Elective
              Deferrals to the extent they would reduce the Excess
              Amount will be returned to the Participant.  To the
              extent necessary to reduce the Excess Amount, non
              Highly Compensated Employees will have all Elective
              Deferrals returned whether or not there was a
              corresponding match.

         (2)  If after the application of paragraph (1) an Excess
              Amount still exists, and the Participant is covered
              by the Plan at the end of the Limitation Year, the
              Excess Amount in the Participant's account will be
              used to reduce Employer contributions (including any
              allocation of forfeitures) for such Participant in
              the next Limitation Year, and each succeeding
              Limitation Year if  necessary;

         (3)  If after the application of paragraph (1) an Excess
              Amount still exists, and the Participant is not
              covered by the Plan at the end of the Limitation
              Year, the Excess Amount will be held unallocated in a
              suspense account.  The suspense account will be
              applied to reduce future Employer contributions
              (including allocation of any forfeitures) for all
              remaining Participants in the next Limitation Year,
              and each succeeding Limitation Year if necessary;

         (4)  If a suspense account is in existence at any time
              during the Limitation Year pursuant to this
              paragraph, it will not participate in the allocation
              of investment gains and losses.  If a suspense
              account is in existence at


                                   45


<PAGE>


              any time during a particular Limitation Year, all
              amounts in the suspense account must be allocated and
              reallocated to Participants' accounts before any
              Employer contributions or any Employee or Voluntary
              Contributions may be made to the Plan for that
              Limitation Year.  Excess amounts may not be
              distributed to Participants or former Participants.

    (b)  Spillover Method

         (1)  Any nondeductible Employee Voluntary, Required
              Voluntary Contributions and unmatched Elective
              Deferrals to the extent they would reduce the Excess
              Amount will be returned to the Participant.  To the
              extent necessary to reduce the Excess Amount, non
                        Highly Compensated Employees will have all Elective
              Deferrals returned whether or not there was a
              corresponding match.

         (2)  Any Excess Amount which would be allocated to the
              account of an individual Participant under the Plan's
              allocation formula will be reallocated to other
              Participants in the same manner as other Employer
              contributions.  No such reallocation shall be made to
              the extent that it will result in an Excess Amount
              being created in such Participant's own account.

         (3)  To the extent that amounts cannot be reallocated
              under (1) above, the suspense account provisions of
              (a) above will apply.

10.3  PARTICIPATION IN THIS PLAN AND ANOTHER REGIONAL PROTOTYPE
DEFINED CONTRIBUTION PLAN, WELFARE BENEFIT FUND, OR INDIVIDUAL
MEDICAL ACCOUNT MAINTAINED BY THE EMPLOYER.  The Annual Additions
which may be credited to a Participant's account under this Plan for
any Limitation Year will not exceed the Maximum Permissible Amount
reduced by the Annual Additions credited to a Participant's account
under the other Regional Prototype Defined Contribution plans and
Welfare Benefit Funds and individual medical accounts as defined in
Code Section 415(l)(2), maintained by the Employer, which provide an
Annual Addition as defined in paragraph 1.4, for the same Limitation
Year.  If the Annual Additions, with respect to the Participant
under other Defined Contribution Plans and Welfare Benefit Funds
maintained by the Employer, are less than the Maximum Permissible
Amount and the Employer contribution that would otherwise be
contributed or allocated to the Participant's account under this
Plan would  cause the Annual Additions for the Limitation Year to
exceed this limitation, the amount contributed or allocated will be
reduced so that the Annual Additions under all such plans and funds
for the Limitation Year will equal the Maximum Permissible Amount.
If the Annual Additions with respect to the Participant under such
other Defined Contribution Plans and Welfare Benefit Funds in the
aggregate are equal to or greater than the Maximum Permissible
Amount, no amount will be contributed or allocated to the
Participant's account under this Plan for the Limitation Year.
Prior to determining the Participant's actual Compensation for the
Limitation Year, the Employer may determine the Maximum Permissible
Amount for a Participant in the manner described in paragraph 10.1.
As soon as administratively feasible after the end of the Limitation
Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Participant's actual Compensation for
the Limitation Year.

10.4  DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS.  If,
pursuant to paragraph 10.3 or as a result of forfeitures, a
Participant's Annual Additions under this Plan and such other plans
would result in an Excess Amount for a Limitation Year, the Excess
Amount will be deemed to consist of the Annual Additions last
allocated except that Annual Additions attributable to a Welfare
Benefit Fund or an individual medical account as defined in Code
Section 415(l)(2) will be deemed to have been allocated first
regardless of the actual allocation date.  If an Excess Amount was
allocated to a Participant on an allocation date of this Plan which
coincides with an allocation date of another plan, the Excess Amount
attributed to this Plan will be the product of:


                                   46


<PAGE>


    (a)  the total Excess Amount allocated as of such date, times

    (b)  the ratio of:

         (1)  the Annual Additions allocated to the Participant for
              the Limitation Year as of such date under the Plan,
              to

         (2)  the total Annual Additions allocated to the
              Participant for the Limitation Year as of such date
              under this and all the other qualified Master or
              Prototype Defined Contribution Plans.

Any Excess Amount attributed to this Plan will be disposed of in the
manner described in paragraph 10.2.

10.5  PARTICIPATION IN THIS PLAN AND ANOTHER DEFINED CONTRIBUTION
PLAN WHICH IS NOT A REGIONAL PROTOTYPE PLAN.  If the Participant is
covered under another qualified Defined Contribution Plan maintained
by the Employer which is not a Regional Prototype Plan, Annual
Additions which may be credited to the Participant's account under
this Plan for any Limitation Year will be limited in accordance with
paragraphs 10.3 and 10.4 as though the other plan were a Master or
Prototype Plan, unless the Employer provides other limitations in
the Adoption Agreement.

10.6  PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN.  If the
Employer maintains, or at any time maintained, a qualified Defined
Benefit Plan covering any Participant in this Plan, the sum of the
Participant's Defined Benefit Plan Fraction and Defined Contribution
Plan Fraction will not exceed 1.0 in any Limitation Year. For any
Plan Year during which the Plan is Top Heavy, the Defined Benefit
and Defined Contribution Plan Fractions shall be calculated in
accordance with Code Section 416(h).  The Annual Additions which may
be credited to the Participant's account under this Plan for any
Limitation Year will be limited in accordance with the provisions
set forth in the Adoption Agreement.

10.7  LIMITATIONS ON ALLOCATIONS.  In any Plan Year in which the Top
Heavy Ratio exceeds 90% (i.e., the Plan becomes Super Top Heavy),
the denominators of the Defined Benefit Fraction (as defined in
paragraph 1.15) and Defined Contribution Fraction (as defined in
paragraph 1.18) shall be computed using 100% of the dollar
limitation instead of 125%.

10.8  AVERAGE DEFERRAL PERCENTAGE (ADP) TEST.  With respect to any
Plan Year, the Average Deferral Percentage for Participants who are
Highly Compensated Employees and the Average Deferral Percentage for
Participants who are non Highly Compensated Employees must satisfy
one of the following tests:

    (a)  Basic Test. - The Average Deferral Percentage for
         Participants who are Highly Compensated Employees for the
         Plan Year is not more than 1.25 times the Average Deferral
         Percentage for Participants who are non Highly Compensated
         Employees for the same Plan Year, or

    (b)  Alternative Test. - The Average Deferral Percentage for
         Participants who are Highly Compensated Employees for the
         Plan Year does not exceed the Average Deferral Percentage
         for Participants who are non-Highly Compensated Employees
         for the same Plan Year by more than 2 percentage points
         provided that the Average Deferral Percentage for
         Participants who are Highly Compensated Employees is not
         more than 2.0 times the Average Deferral Percentage for
         Participants who are non Highly Compensated Employees.


                                   47


10.9  SPECIAL RULES RELATING TO APPLICATION OF ADP TEST.

    (a)  The Actual Deferral Percentage for any Participant who is
         a Highly Compensated Employee for the Plan Year and who is
         eligible to have Elective Deferrals (and Qualified Non
         Elective Contributions or Qualified Matching
         Contributions, or both, if treated as Elective Deferrals
         for purposes of the ADP test) allocated to his or her
         accounts under two or more arrangements described in Code
         Section 401(k), that are maintained by the Employer, shall
         be determined as if such Elective Deferrals (and, if
         applicable, such Qualified Non Elective Contributions or
         Qualified Matching Contributions, or both) were made under
         a single arrangement.  If a Highly Compensated Employee
         participates in two or more cash or deferred arrangements
         that have different Plan Years, all cash or deferred
         arrangements ending with or within the same calendar year
         shall be treated as a single arrangement.

    (b)  In the event that this Plan satisfies the requirements of
         Code Sections 401(k), 401(a)(4), or 410(b), only if
         aggregated with one or more other plans, or if one or more
         other plans satisfy the requirements of such Code Sections
         only if aggregated with this Plan, then this Section shall
         be applied by determining the Actual Deferral Percentage
         of Employees as if all such plans were a single plan.  For
         Plan Years beginning after 1989, plans may be aggregated
         in order to satisfy  Code Section 401(k) only if they have
         the same Plan Year.
    (c)  For purposes of determining the Actual Deferral Percentage
         of a Participant who is a 5-percent owner or one of the
         ten most highest paid Highly Compensated Employees, the
         Elective Deferrals (and Qualified Non-Elective
         Contributions or Qualified Matching Contributions, or
         both, if treated as Elective Deferrals for purposes of the
         ADP test) and Compensation of such Participant shall
         include the Elective Deferrals (and, if applicable,
         Qualified Non Elective Contributions and Qualified
         Matching Contributions, or both) for the Plan Year of
         Family Members as defined in paragraph 1.35 of this Plan.
         Family Members, with respect to such Highly Compensated
         Employees, shall be disregarded as separate Employees in
         determining the ADP both for Participants who are non
         Highly Compensated Employees and for Participants who are
         Highly Compensated Employees.  In the event of repeal of
         the family aggregation rules under Code Section 414(q)(6),
         all applications of such rules under this Plan will cease
         as of the effective date of such repeal.

    (d)  For purposes of determining the ADP test, Elective
         Deferrals, Qualified Non Elective Contributions and
         Qualified Matching Contributions must be made before the
         last day of the twelve month period immediately following
         the Plan Year to which contributions relate.

    (e)  The Employer shall maintain records sufficient to
         demonstrate satisfaction of the ADP test and the amount of
         Qualified Non Elective Contributions or Qualified Matching
         Contributions, or both, used in such test.

    (f)  The determination and treatment of the Actual Deferral
         Percentage amounts of any Participant shall satisfy such
         other requirements as may be prescribed by the Secretary
         of the Treasury.


                                   48


<PAGE>


10.10  RE-CHARACTERIZATION.  If the Employer allows for Voluntary
Contributions in the Adoption Agreement, a Participant may treat his
or her Excess Contributions as an amount distributed to the
Participant and then contributed by the Participant to the Plan.
Re-characterized amounts will remain nonforfeitable and subject to
the same distribution requirements as Elective Deferrals.  Amounts
may not be recharacterized by a Highly Compensated Employee to the
extent that such amount in combination with other Employee
Contributions made by that Employee would exceed any stated limit
under the Plan on Voluntary Contributions.  Recharacterization must
occur no later than two and one-half months after the last day of
the Plan Year in which such Excess Contributions arose and is deemed
to occur  no earlier than the date the last Highly Compensated
Employee is informed in writing of the amount recharacterized and
the consequences thereof.  Recharacterized amounts will be taxable
to the Participant for the Participant's tax year in which the
Participant would have received them in cash.

10.11  AVERAGE CONTRIBUTION PERCENTAGE (ACP) TEST.  If the Employer
makes Matching Contributions or if the Plan allows Employees to make
Voluntary Contributions the Plan must meet additional
nondiscrimination requirements provided under Code Section 401(m).
If Employee Contributions (including any Elective Deferrals recharacterized
          as Voluntary Contributions) are made pursuant to this
Plan, then in addition to the ADP test referenced in paragraph 10.8,
the Average Contribution Percentage test is also applicable.  The
Average Contribution Percentage for Participants who are Highly
Compensated Employees for each Plan Year and the Average
Contribution Percentage for Participants who are Non Highly
Compensated Employees for the same Plan Year must satisfy one of the
following tests:

    (a)  The Average Contribution Percentage for Participants who
         are Highly Compensated Employees for the Plan Year shall
         not exceed the Average Contribution Percentage for
         Participants who are non-Highly Compensated Employees for
         the same Plan Year multiplied by 1.25; or

    (b)  The ACP for Participants who are Highly Compensated
         Employees for the Plan Year shall not exceed the Average
         Contribution Percentage for Participants who are non
         Highly Compensated Employees for the same Plan Year
         multiplied by two (2), provided that the Average
         Contribution Percentage for Participants who are Highly
         Compensated Employees does not exceed the Average
         Contribution Percentage for Participants who are non
         Highly Compensated Employees by more than two (2)
         percentage points.

10.12  SPECIAL RULES RELATING TO APPLICATION OF ACP TEST.

    (a)  If one or more Highly Compensated Employees participate in
         both a cash or deferred arrangement and a plan subject to
         the ACP test maintained by the Employer and the sum of the
         ADP and ACP of those Highly Compensated Employees subject
         to either or both tests exceeds the Aggregate Limit, then
         the ADP or ACP of those Highly Compensated Employees who
         also participate in a cash or deferred arrangement will be
         reduced (beginning with such Highly Compensated Employee
         whose ACP is the highest) as set forth in the Adoption
         Agreement so that the limit is not exceeded.  The amount
         by which each Highly Compensated Employee's Contribution
         Percentage Amounts is reduced shall be treated as an
         Excess Aggregate Contribution.  The ADP and ACP of the
         Highly Compensated Employees are determined after any
         corrections required to meet the ADP and ACP tests.
         Multiple use does not occur if both the ADP and ACP of the
         Highly Compensated Employees does not exceed 1.25
         multiplied by the ADP and ACP of the non Highly
         Compensated Employees.

    (b)  For purposes of this Article, the Contribution Percentage
         for any Participant who is a Highly Compensated Employee
         and who is eligible to have Contribution Percentage
         Amounts allocated to his or her account under two or more
         plans described in Code Section 401(a), or arrangements
         described in Code Section 401(k) that are maintained by


                                   49


<PAGE>


         the Employer, shall be determined as if the total of such
         Contribution Percentage Amounts was made under each Plan.
         If a Highly Compensated Employee participates in two or
         more cash or deferred arrangements that have different
         plan years, all cash or deferred arrangements ending with
         or  within the same calendar year shall be treated as a
         single arrangement.

    (c)  In the event that this Plan satisfies the requirements of
         Code Sections 401(a)(4), 401(m), or 410(b) only if
         aggregated with one or more other plans, or if one or more
         other plans satisfy the requirements of such Code Sections
         only if aggregated with this Plan, then this Section shall
         be applied by determining the Contribution Percentage of
         Employees as if all such plans were a single plan.  For
         Plan Years beginning after 1989, plans may be aggregated
         in order to satisfy Code Section 401(m) only if the
         aggregated plans have the same Plan Year.

    (d)  For purposes of determining the Contribution percentage of
         a Participant who is a five percent owner or one of the
         ten most highest paid, Highly Compensated Employees, the
         Contribution Percentage Amounts and Compensation of such
         Participant shall include the Contribution Percentage
         Amounts and Compensation for the Plan Year of Family
         Members as defined in paragraph 1.35 of this Plan.  Family
         Members, with respect to Highly Compensated Employees,
         shall be disregarded as separate Employees in determining
         the Contribution Percentage both for Participants who are
         non-Highly Compensated Employees and for Participants who
         are Highly Compensated Employees. In the event of repeal
         of the family aggregation rules under Code Section
         414(q)(6), all applications of such rules under this Plan
         will cease as of the effective date of such repeal.

    (e)  For purposes of determining the Contribution Percentage
         test, Employee Contributions are considered to have been
         made in the Plan Year in which contributed to the trust.
         Matching Contributions and Qualified Non Elective
         Contributions will be considered made for a Plan Year if
         made no later than the end of the twelve month period
         beginning on the day after the close of the Plan Year.

    (f)  The Employer shall maintain records sufficient to
         demonstrate satisfaction of the ACP test and the amount of
         Qualified Non Elective Contributions or Qualified Matching
         Contributions, or both, used in such test.

    (g)  The determination and treatment of the Contribution
         Percentage of any Participant shall satisfy such other
         requirements as may be prescribed by the Secretary of the
         Treasury.

    (h)  Qualified Matching Contributions and Qualified  Non
         Elective Contributions used to satisfy the ADP test may
         not be used to satisfy the ACP test.


                                   50


<PAGE>


                              ARTICLE XI

                            ADMINISTRATION

11.1  PLAN ADMINISTRATOR.  The Employer shall be the named fiduciary
and Plan Administrator. These duties shall include:

    (a)  appointing the Plan's attorney, accountant, actuary,
         custodian or any other party needed to administer the Plan
         or the Fund,

    (b)  directing the Trustee or custodian with respect to
         payments from the Fund,

    (c)  communicating with Employees regarding their participation
         and benefits under the Plan, including the administration
         of all claims procedures,

    (d)  filing any returns and reports with the Internal Revenue
         Service, Department of Labor, or any other governmental
         agency,

    (e)  reviewing and approving any financial reports, investment
         reviews, or other reports prepared by any party appointed
         by the Employer under paragraph (a),

    (f)  establishing a funding policy and investment objectives
         consistent with the purposes of the Plan and the Employee
         Retirement Income Security Act of 1974, and

    (g)  construing and resolving any question of Plan
         interpretation.  The Plan Administrator's interpretation
         of Plan provisions including eligibility and benefits
         under the Plan is final, and unless it can be shown to be
         arbitrary and capricious will not be subject to "de novo"
         review.

11.2  TRUSTEE.  The Trustee shall be responsible for the
administration of investments held in the Fund.  These duties shall
include:

    (a)  receiving contributions under the terms of the Plan,

    (b)  making distributions from the Fund in accordance with
         written instructions received from an authorized
         representative of the Employer,

    (c)  keeping accurate records reflecting its administration of
         the Fund and making such records available to the Employer
         for review and audit. Within 90 days after each Plan Year,
         and within 90 days after its removal or resignation, the
         Trustee  shall file with the Employer an accounting of its
         administration of the Fund during such year or from the
         end of the preceding Plan Year to the date of removal or
         resignation.  Such accounting shall include a statement of
         cash receipts and disbursements since the date of its last
         accounting and shall contain an asset list showing the
         fair market value of investments held in the Fund as of
         the end of the Plan Year.  The value of marketable
         investments shall be determined using the most recent
         price quoted on a national securities exchange or over the
         counter market.  The value of non marketable investments
         shall be determined in the sole judgement of the Trustee
         which determination shall be binding and conclusive.  The
         value of investments in securities or obligations of the
         Employer in which there is no market shall be determined
         in the sole judgement of the Employer and the Trustee
         shall have no responsibility with respect to the valuation
         of such assets.  The Employer shall review the Trustee's
         accounting


                                   51


<PAGE>


and notify the Trustee in the event of its disapproval of the report
within 90 days, providing the Trustee with a written description of
the items in question.  The Trustee shall have 60 days to provide
the Employer with a written explanation of the items in question.
If the Employer again disapproves, the Trustee shall file its
accounting in a court of competent jurisdiction for audit and
adjudication, and

    (d)  employing such agents, attorneys or other professionals as
         the Trustee may deem necessary or advisable in the
         performance of its duties.

The Trustee's duties shall be limited to those described above.  The
Employer shall be responsible for any other administrative duties
required under the Plan or by applicable law.

11.3  ADMINISTRATIVE FEES AND EXPENSES.  All reasonable costs,
charges and expenses incurred by the Trustee in connection with the
administration of the Fund and all reasonable costs, charges and
expenses incurred by the Plan Administrator in connection with the
administration of the Plan (including fees for legal services
rendered to the Trustee or Plan Administrator) may be paid by the
Employer, but if not paid by the Employer when due, shall be paid
from the Fund.  Such reasonable compensation to an institutional
Trustee as may be agreed upon from time to time between the Employer
and the Trustee and such reasonable compensation to the Plan
Administrator as may be agreed upon from time to time between the
Employer and Plan Administrator may be paid by the Employer, but if
not paid by the Employer when due shall be paid by the Fund.  The
Trustee shall have the right to liquidate trust assets to cover its
fees.  Notwithstanding the foregoing, no compensation other than
reimbursement for expenses shall be paid to a Trustee or Plan
Administrator who is the Employer or a  full time Employee of the
Employer.  In the event any part of the Trust Account becomes
subject to tax, all taxes incurred will be paid from the Fund unless
the Plan Administrator advises the Trustee not to pay such tax.

11.4  DIVISION OF DUTIES AND INDEMNIFICATION.

    (a)  The Trustee shall have the authority and discretion to
         manage and govern the Fund to the extent provided in this
         instrument, but does not guarantee the Fund in any manner
         against investment loss or depreciation in asset value, or
         guarantee the adequacy of the Fund to meet and discharge
         all or any liabilities of the Plan.

    (b)  The Trustee shall not be liable for the making, retention
         or sale of any investment or reinvestment made by it, as
         herein provided, or for any loss to, or diminution of the
         Fund, or for any other loss or damage which may result
         from the discharge of its duties hereunder except to the
         extent it is judicially determined that the Trustee has
         failed to exercise the care, skill, prudence and diligence
         under the circumstances then prevailing that a prudent
         person acting in a like capacity and familiar with such
         matters would use in the conduct of an enterprise of a
         like character with like aims.

    (c)  The Employer warrants that all directions issued to the
         Trustee by it or the  Plan Administrator will be in
         accordance with the terms of the Plan and not contrary to
         the provisions of the Employee Retirement Income Security
         Act of 1974 and  Regulations issued thereunder.

    (d)  The Trustee shall not be answerable for any action taken
         pursuant to any direction, consent, certificate, or other
         paper or document on the belief that the same is genuine
         and signed by the proper person.  All directions by the
         Employer or the Plan Administrator shall be in writing.
         The Employer shall deliver to the Trustee certificates
         evidencing the  individual or individuals authorized to
         act as set forth in the Adoption Agreement or as the
         Employer may subsequently inform the Trustee in writing
         and shall deliver to the Trustee specimens of their
         signatures.


                                   52


<PAGE>


    (e)  The duties and obligations of the Trustee shall be limited
         to those expressly imposed upon it by this instrument or
         subsequently agreed upon by the parties.  Responsibility
         for administrative duties required under the Plan or
         applicable law not expressly imposed upon or agreed to by
         the Trustee shall rest solely with the Employer.

    (f)  The Trustee shall be indemnified and saved harmless by the
         Employer from and against any and all liability to which
         the Trustee may be subjected, including all expenses
         reasonably incurred in its defense, for any action or
         failure to act resulting from compliance with the
         instructions of the Employer, the employees or agents of
         the Employer, the Plan Administrator, or any other
         fiduciary to the Plan, and for any liability arising from
         the actions or nonactions of any predecessor trustee,
         custodian or other fiduciaries of the Plan.

    (g)  The Trustee shall not be responsible in any way for the
         application of any payments it is directed  to make or for
         the adequacy of the Fund to meet and discharge any and all
         liabilities under the Plan.


                                   53


<PAGE>


                             ARTICLE XII

                          TRUST FUND ACCOUNT

12.1  THE FUND.  The Fund shall consist of all contributions made
under Article III and Article IV of the Plan and the investment
thereof and earnings thereon. All contributions and the earnings
thereon less payments made under the terms of the Plan, shall
constitute the Fund.  The Fund shall be administered as provided in
this document.

12.2  CONTROL OF PLAN ASSETS.  The assets of the Fund or evidence of
ownership shall be held by the Trustee under the terms of the Plan
and Trust Account.  If the assets represent amounts transferred from
another trustee or custodian under a former plan, the Trustee named
hereunder shall not be responsible for the propriety of any
investment under the former plan.

12.3  EXCLUSIVE BENEFIT RULES.  No part of the Fund shall be used
for, or diverted to, purposes other than for the exclusive benefit
of Participants, former Participants with a vested interest, and the
beneficiary or beneficiaries of a deceased Participant having a
vested interest in the Fund at the death of the Participant.

12.4  ASSIGNMENT AND ALIENATION OF BENEFITS.  No right or claim to,
or interest in, any part of the Fund, or any payment from the Fund,
shall be assignable, transferable, or subject to sale, mortgage,
pledge, hypothecation, commutation, anticipation, garnishment,
attachment, execution, or levy of any kind.  The Trustee shall not
recognize any attempt to assign, transfer, sell, mortgage, pledge,
hypothecate, commute, or anticipate the same, except to the extent
required by law.  The preceding sentences shall also apply to the
creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic
relations order, unless such order is determined to be a Qualified
Domestic Relations Order, as defined in Code Section 414(p), or any
domestic relations order entered before January 1, 1985 which the
Plan attorney and Plan Administrator deem to be qualified.

12.5  DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO).  A
domestic relations order shall specifically state all of the
following in order to be deemed a Qualified Domestic Relations Order
("QDRO"):

    (a)  The name and last known mailing address (if any) of the
         Participant and of each alternate payee covered by the
         domestic relations order.  However, if the domestic
         relations order does not specify the current mailing
         address of the alternate payee, but the Plan Administrator
         has independent knowledge of that address, the domestic
         relations order may still be a valid QDROs.

    (b)  The dollar amount or percentage of the  Participant's
         benefit to be paid by the Plan to each alternate payee, or
         the manner in which the amount or percentage will be
         determined.

    (c)  The number of payments or period for which the domestic
         relations order applies.

    (d)  The specific plan (by name) to which the domestic
         relations order applies.

A domestic relations order shall not be deemed a QDRO if it requires
the Plan to provide:

    (e)  any type or form of benefit, or any option not already
         provided for in the Plan;

    (f)  increased benefits, or benefits in excess of the
         Participant's vested rights;

    (g)  payment of a benefit earlier than allowed by the Plan's
         earliest retirement provisions or in the case of a profit
         sharing plan, prior to the allowability of in service
         withdrawals, or


                                   54


<PAGE>


    (h)  payment of benefits to an alternate payee which are
         required to be paid to another alternate payee under
         another QDRO.

Promptly, upon receipt of a domestic relations order ("Order") which
may or may not be "Qualified", the Plan Administrator shall notify
the Participant and any alternate payee(s) named in the Order of
such receipt, and include a copy of this paragraph 12.5.  The Plan
Administrator shall then forward the Order to the Plan's legal
counsel for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section 414(p).  Within a reasonable
time after receipt of the Order, not to exceed 60 days, the Plan's
legal counsel shall make a determination as to its "Qualified"
status and the Participant and any alternate payee(s) shall be
promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question, there will be
a delay in any payout to any payee including the Participant, until
the status is resolved.  In such event, the Plan Administrator shall
segregate the amount that would have been payable to the alternate
payee(s) if the Order had been deemed a QDRO.  If the Order is not
Qualified, or the status is not resolved (for example, it has been
sent back to the Court for clarification or modification) within 18
months beginning with the date the first payment would have to be
made under the Order, the Plan Administrator shall pay the
segregated amounts plus interest to the person(s) who would have
been entitled to the benefits had there been no Order.  If a
determination as to the Qualified status of the Order is made after
the 18 month period described above, then the Order shall only be
applied on a prospective basis.  If the Order is determined to be a
QDRO, the Participant and alternate payee(s) shall again be notified
promptly after such determination.  Once an Order is deemed a QDRO,
the Plan Administrator shall pay to the alternate payee(s) all the
amounts due under the QDRO, including segregated amounts plus
interest which may have accrued during a dispute as to the Order's
qualification.

Unless specified otherwise in the Adoption Agreement, the earliest
retirement age with regard to the Participant against whom the order
is entered shall be the date the order is determined to be
qualified.  This will only allow payouts to alternate payee(s) and
not the Participant.


                                   55


<PAGE>


                             ARTICLE XIII

                             INVESTMENTS

13.1  FIDUCIARY STANDARDS.  The Trustee shall invest and reinvest
principal and income in the same Fund in accordance with the
investment objectives established by the Employer, provided that:

    (a)  such investments are prudent under the Employee Retirement
         Income Security Act of 1974 and the regulations
         promulgated thereunder,

    (b)  such investments are sufficiently diversified or otherwise
         insured or guaranteed to minimize the risk of large
         losses, and

    (c)  such investments are similar to those which would be
         purchased by another professional money manager for a like
         plan with similar investment objectives.

13.2  TRUSTEE APPOINTMENT.  Shall be appointed by the Employer in
accordance with paragraph 1.85.

13.3     INVESTMENT ALTERNATIVES OF THE TRUSTEE.  The Trustee shall
implement an investment program based on the Employer's investment
objectives and the Employee Retirement Income Security Act of 1974.
In addition to powers given by law, the Trustee may:

    (a)  invest the Fund in any form of property, including common
         and preferred stocks, exchange traded put and call
         options, bonds, money market instruments, mutual funds
         (including funds for which the Trustee or its affiliates
         serve as investment advisor),  savings accounts,
         certificates of deposit, Treasury bills, insurance
         policies and contracts, or in any other property, real or
         personal, having a ready market.  The Trustee may invest
         in time deposits (including, if applicable, its own or
         those of affiliates) which bear a reasonable interest
         rate. No portion of any Qualified Voluntary Contribution,
         or the earnings thereon, may be invested in life insurance
         contracts or, as with any Participant directed investment,
         in tangible personal property characterized by the IRS as
         a collectible, other than U.S. Government or State issued
         gold and silver coins,

    (b)  transfer any assets of the Fund to a group or collective
         trust established to permit the pooling of funds of
         separate pension and profit sharing trusts, provided the
         Internal Revenue Service has ruled such group or
         collective trust to be  qualified under Code Section
         401(a) and exempt under Code Section 501(a) or to any
         other common, collective, or commingled trust fund.  Such
         commingling of assets of the Fund with assets of other
         qualified trusts is specifically authorized, and to the
         extent of the investment of the Fund in such a group or
         collective trust, the terms of the instrument establishing
         the group or collective trust shall be a part hereof as
         though set forth herein,

    (c)  invest up to 100% of the Fund in the common stock, debt
         obligations, or any other security issued by the Employer
         or by an affiliate of the Employer within the limitations
         provided under Sections 406, 407, and 408 of the Employee
         Retirement Income Security Act of 1974 and further
         provided that such investment does not constitute a
         prohibited transaction under Code Section 4975.  Any such
         investment in Employer securities shall only be made upon
         written direction of the Employer who shall be solely
         responsible for propriety of such investment,

    (d)  hold cash uninvested and deposit same with any banking or
         savings institution,

    (e)  join in or oppose the reorganization, recapitalization,
         consolidation, sale or merger of corporations or
         properties, including those in which it is interested as
         Trustee, upon such terms as it deems wise,


                                   56


<PAGE>


(f) hold investments in nominee or bearer form,

    (g)  vote proxies and, if appropriate, pass them on to any
         investment manager which may have directed the investment
         in the equity giving rise to the proxy,

    (h)  exercise all ownership rights with respect to assets held
         in the Fund.

13.4  PARTICIPANT LOANS.  If permitted by the Employer in the
Adoption Agreement, a Plan Participant may make application to the
Employer requesting a loan from the Fund.  The Employer shall have
the sole right to approve or disapprove a Participant's application
provided that loans shall be made available to all Participants on a
reasonably equivalent basis. Loans shall not be made available to
Highly Compensated Employees [as defined in Code Section 414(q)] in
an amount greater than the amount made available to other Employees.
Any loan granted under the Plan shall be made subject to the
following rules:

    (a)  No loan, when aggregated with any outstanding Participant
         loan(s), shall exceed the lesser of (i) $50,000 reduced by
         the excess, if any, of the highest outstanding balance of
         loans during the one year period ending on the day before
         the loan is made, over the outstanding balance of loans
         from the Plan on the date the loan is made or (ii) one
         half of the fair market value of a Participant's Vested
         Account Balance built up from Employer Contributions,
         Voluntary Contributions, and Rollover Contributions.  If
         the Participant's Vested Account Balance is $20,000 or
         less, the maximum loan shall not exceed the lesser of
         $10,000 or 100% of the Participant's Vested  Account
         Balance.  For the purpose of the above limitation, all
         loans from all plans of the Employer and other members of
         a group of employers described in Code Sections 414(b),
         414(c), and 414(m) are aggregated.  An assignment or
         pledge of any portion of the Participant's interest in the
         Plan and a loan, pledge, or assignment with respect to any
         insurance contract purchased under the Plan, will be
         treated as a loan under this paragraph.

    (b)  All applications must be made on forms provided by the
         Employer and must be signed by the Participant.

    (c)  Any loan shall bear interest at a rate reasonable at the
         time of application, considering the purpose of the loan
         and the rate being charged by representative commercial
         banks in the local area for a similar loan unless the
         Employer sets forth a different method for determining
         loan interest rates in its loan procedures.  The loan
         agreement shall also provide that the payment of principal
         and interest be amortized in level payments not less
         frequently than quarterly.

    (d)  The term of such loan shall not exceed five years except
         in the case of a loan for the purpose of acquiring any
         house, apartment, condominium, or mobile home (not used on
         a transient basis) which is used or is to be used within a
         reasonable time as the principal residence of the
         Participant.  The term of such loan shall be determined by
         the Employer considering the maturity dates quoted by
         representative commercial banks in the local area for a
         similar loan.

    (e)  The principal and interest paid by a Participant on his or
         her loan shall be credited to the Fund in the same manner
         as for any other Plan investment.  If elected in the
         Adoption Agreement, loans may be treated as segregated
         investments of the individual Participants.  This
         provision is not available if its election will result in
         discrimination in operation of the Plan.
    (f)  If a Participant's loan application is approved by the
         Employer, such Participant shall be required to sign a
         note, loan agreement, and assignment of one half of his or
         her interest in the Fund as collateral for the loan. The
         Participant, except in the case of a profit sharing plan


                                   57


<PAGE>


         satisfying the requirements of paragraph 8.7 must obtain
         the consent of his or her Spouse, if any, within the 90
         day period before the time his or her account balance is
         used as security for the loan.  A new consent is required
         if the account balance is used for any renegotiation,
         extension, renewal or other revision of the loan,
         including an increase in the amount thereof.  The consent
         must be written, must acknowledge the effect of the loan,
         and must be witnessed by a plan representative or notary
         public.  Such consent shall subsequently be binding with
         respect to the consenting Spouse or any subsequent Spouse.

    (g)  If a valid Spousal consent has been obtained, then,
         notwithstanding any other provision of this Plan, the
         portion of the Participant's Vested Account Balance used
         as a security interest held by the Plan by reason of a
         loan outstanding to the Participant shall be taken into
         account for  purposes of determining the amount of the
         account balance payable at the time of death or
         distribution, but only if the reduction is used as
         repayment of the loan.  If less than 100% of the
         Participant's vested account balance (determined without
         regard to the preceding sentence) is payable to the
         Surviving Spouse, then the account balance shall be
         adjusted by first reducing the Vested Account Balance by
         the amount of the security used as repayment of the loan,
         and then determining the benefit payable to the Surviving
         Spouse.

    (h)  The Employer may also require additional collateral in
         order to adequately secure the loan.

    (i)  A Participant's loan shall immediately become due and
         payable if such Participant terminates employment for any
         reason or fails to make a principal and/or interest
         payment as provided in the loan agreement.  If such
         Participant terminates employment, the Employer shall
         immediately request payment of principal and interest on
         the loan.  If the Participant refuses payment following
         termination, the Employer shall reduce the Participant's
         Vested Account Balance by the remaining principal and
         interest on his or her loan.  If the Participant's Vested
         Account Balance is less than the amount due, the Employer
         shall take whatever steps are necessary to collect the
         balance due directly from the Participant.  However, no
         foreclosure on the Participant's note or attachment of the
         Participant's account balance will occur until a
         distributable event occurs in the Plan.

13.5  INSURANCE POLICIES.  If permitted by the Employer in the
Adoption Agreement, Employees may elect the purchase of life
insurance policies under the Plan.  If elected, the maximum annual
premium for a whole life policy shall not exceed 50% of the
aggregate Employer contributions allocated to the account of a
Participant.  For profit sharing plans the 50% test need only be
applied against Employer contributions allocated in the last two
years.  Whole life policies are policies with both nondecreasing
death benefits and nonincreasing premiums.  The maximum annual
premium for term contracts or universal life policies and all other
policies which are not whole life shall not exceed 25% of aggregate
Employer contributions allocated to the account of a Participant.
The two year rule for profit sharing plans again applies. The
maximum annual premiums for a Participant with both a whole life and
a term contract or universal life policies shall be limited to one
half of the whole life premium, plus the term premium, but shall not
exceed 25% of the aggregate Employer contributions allocated to the
account of a Participant, subject to the two year rule for profit
sharing plans.  Any policies purchased under this Plan shall be held
subject to the following rules:

    (a)  The Trustee shall be applicant and owner of any policies
         issued.

    (b)  All policies or contracts purchased, shall be endorsed as
         nontransferable, and must provide that proceeds will be
         payable to the Trustee; however, the Trustee shall be
         required to pay over all proceeds of the contracts to the
         Participant's Designated Beneficiary in accordance with
         the distribution provisions of this Plan.  Under no
         circumstances shall the Trust retain any part of the
         proceeds.


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<PAGE>


    (c)  Each Participant shall be entitled to designate a
         beneficiary under the terms of any contract issued;
         however, such designation will be given to the Trustee
         which must be the named beneficiary on any policy.  Such
         designation shall remain in force, until revoked by the
         Participant, by filing a new beneficiary designation form
         with the Trustee.  A Participant's Spouse will be the
         Designated Beneficiary of the proceeds in all
         circumstances unless a Qualified Election has been made in
         accordance with paragraph 8.4.  The beneficiary of a
         deceased Participant shall receive in addition to the
         proceeds of the Participant's policy or policies, the
         amount credited to such Participant's investment account.

    (d)  A Participant who is uninsurable or insurable at
         substandard rates, may elect to receive a reduced amount
         of insurance, if available, or may waive the purchase of
         any insurance.

    (e)  All dividends or other returns received on any policy
         purchased, shall be applied to reduce the next premium due
         on such policy, or if no further premium is due, such
         amount shall be credited to the Fund as part of the
         account of the Participant for whom the policy is held.

    (f)  If Employer contributions are inadequate to pay all
         premiums on all insurance policies, the Trustee may, at
         the option of the Employer, utilize other amounts
         remaining in each Participant's account to pay the
         premiums on his or her respective policy or policies,
         allow the policies to lapse, reduce the policies to a
         level at which they may be maintained, or borrow against
         the policies on a prorated basis, provided that the
         borrowing does not discriminate in favor of the policies
         on the lives of officers, shareholders, and Highly
         Compensated Employees.

    (g)  On retirement or termination of employment of a
         Participant, the Employer shall direct the Trustee to cash
         surrender the Participant's policy and credit the proceeds
         to his or her account for distribution under the terms of
         the Plan.  However, before so doing, the Trustee shall
         first offer to transfer ownership of the policy to the
         Participant in exchange for payment by the Participant of
         the cash value of the policy at the time of transfer.
         Such payment shall be credited to the Participant's
         account for distribution under the terms of the Plan.  All
         distributions resulting from the application of this
         paragraph shall be subject to the Joint and Survivor
         Annuity Rules of Article VIII, if applicable.

    (h)  The Employer shall be solely responsible to see that these
         insurance provisions are administered properly and that if
         there is any conflict between the provisions of this Plan
         and any insurance contracts issued that the terms of this
         Plan will control.

13.6  EMPLOYER INVESTMENT DIRECTION.  If approved by the Employer in
the Adoption Agreement, the Employer shall have the right to direct
the Trustee with respect to investments of the Fund, may appoint an
investment manager (registered as an investment advisor under the
Investment Advisors Act of 1940) to direct investments, or may give
the Trustee sole investment management responsibility.  The Employer
may purchase and sell interests in a registered investment company
(i.e., mutual funds) for which the Sponsor, its parent, affiliates,
or successors, may serve as  investment advisor and receive
compensation from the registered investment company for its services
as investment advisor. The Employer shall advise the Trustee in
writing regarding the retention of investment powers, the
appointment of an investment manager, or the delegation of
investment powers to the Trustee.  Any investment directive shall be
made in writing by the Employer or investment manager, as the case
may be.  In the absence of such written directive, the Trustee shall
automatically invest the available cash in its discretion in an
appropriate interim investment until specific investment directions
are received.  Such instructions regarding the delegation of
investment responsibility shall remain in force until revoked or
amended in writing.  The Trustee shall not be responsible for the
propriety of any directed investment made and shall not be required
to consult with or advise the Employer regarding the investment
quality of any directed investment held hereunder.  If the Employer
fails to designate an investment manager, the Trustee shall have
full investment authority.  If the Employer does not issue
investment directions, the Trustee shall have authority to invest
the Fund in its sole discretion.  While the Employer may direct the
Trustee with respect to Plan investments, the Employer may not:


                                   59


<PAGE>


    (a)  borrow from the Fund or pledge any of the assets of the
         Fund as security for a loan,

    (b)  buy property or assets from or sell property or assets to
         the Fund,

    (c)  charge any fee for services rendered to the Fund, or

    (d)  receive any services from the Fund on a preferential
         basis.

13.7  EMPLOYEE INVESTMENT DIRECTION.  If approved by the Employer in
the Adoption Agreement, Participants shall be given the option to
direct the investment of their personal contributions and their
share of the Employer's contribution among alternative investment
funds established as part of the overall Fund, unless otherwise
specified by the Employer in the Adoption Agreement.  Such
investment funds shall be under the full control of the Trustee.  If
investments outside the Trustee's control are allowed, Participants
may not direct that investments be made in collectibles, other than
U.S. Government or State issued gold and silver coins.  In this
connection, a Participant's right to direct the investment of any
contribution shall apply only to selection of the desired fund.  The
following rules shall apply to the administration of such funds.

    (a)  At the time an Employee becomes eligible for the Plan, he
         or she shall complete an investment designation form
         stating the percentage of his or her contributions to be
         invested in the available funds.
    (b)  A Participant may change his or her election with respect
         to future contributions by filing a new  investment
         designation form with the Employer in accordance with the
         procedures established by the Plan Administrator.

    (c)  A Participant may elect to transfer all or part of his or
         her balance from one investment fund to another by filing
         an investment designation form with the Employer in
         accordance with the procedures established by the Plan
         Administrator.

    (d)  The Employer shall be responsible when transmitting
         Employee and Employer contributions to show the dollar
         amount to be credited to each investment fund for each
         Employee.

    (e)  Except as otherwise provided in the Plan, neither the
         Trustee, nor the Employer, nor any fiduciary of the Plan
         shall be liable to the Participant or any of his or her
         beneficiaries for any loss resulting from action taken at
         the direction of the Participant.


                                   60


<PAGE>


                             ARTICLE XIV

                         Top Heavy PROVISIONS

14.1  APPLICABILITY OF RULES.  If the Plan is or becomes Top Heavy
in any Plan Year beginning after December 31, 1983, the provisions
of this Article will supersede any conflicting provisions in the
Plan or Adoption Agreement.

14.2  MINIMUM CONTRIBUTION.  Notwithstanding any other provision in
the Employer's Plan, for any Plan Year in which the Plan is Top
Heavy or Super Top Heavy, the aggregate Employer contributions and
forfeitures allocated on behalf of any Participant (without regard
to any Social Security contribution) under this Plan and any other
Defined Contribution Plan of the Employer shall be the lesser of 3%
of such Participant's Compensation or the largest percentage of
Employer contributions and forfeitures, as a percentage of the first
$200,000, as adjusted under Code Section 415(d), of the Key
Employee's Compensation, allocated on behalf of any Key Employee for
that year.

Each Participant who is employed by the Employer on the last day of
the Plan Year shall be entitled to receive an allocation of the
Employer's minimum contribution for such Plan Year.  The minimum
allocation applies even though under other Plan provisions the
Participant would not otherwise be entitled to receive an
allocation, or would have received a lesser allocation for the year
because the Participant fails to make Voluntary Contributions to the
Plan, the Participant's Compensation is less than a stated amount,
or the Participant fails to complete 1,000 Hours of Service (or such
lesser number designated by the Employer in the Adoption Agreement)
during the Plan Year.  A Paired profit sharing plan designated to
provide the minimum Top Heavy contribution must do so regardless of
profits.  An Employer may make the minimum Top Heavy contribution
available to all Participants or just non Key Employees.  Unless the
Employer specifies otherwise in the Adoption Agreement, the minimum
Top Heavy contribution will be allocated to the accounts of all
eligible Participants even if they are Key Employees.

For purposes of computing the minimum allocation, Compensation shall
mean Compensation as defined in paragraph 1.12(c) of the Plan.

The Top Heavy minimum contribution does not apply to any Participant
to the extent the Participant is covered under any other plan(s) of
the Employer and the Employer has provided in the Adoption Agreement
that the minimum allocation or benefit requirements applicable to
Top Heavy Plans will be met in the other plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of
Matching contributions made to his or her account, a Top Heavy
minimum will be required for all non Key Employees who are
Participants.  However, neither Elective Deferrals by nor Matching
Contributions to non Key Employees may be taken into  account for
purposes of satisfying the Top Heavy minimum contribution
requirement.

14.3  MINIMUM VESTING.  For any Plan Year in which this Plan is Top
Heavy, the minimum vesting schedule elected by, or deemed elected
by, the Employer in the Adoption Agreement will automatically apply
to the Plan.  If the vesting schedule selected by the Employer in
the Adoption Agreement is less liberal than the allowable schedule,
the schedule will be automatically modified.  If the vesting
schedule under the Plan shifts in or out of the Top Heavy schedule
for any Plan Year, such shift is an amendment to the vesting
schedule and the election in paragraph 9.8 of the Plan applies.  The
minimum vesting schedule applies to all accrued benefits within the
meaning of Code Section 411(a)(7) except those attributable to
Employee contributions, including benefits accrued before the
effective date of Code Section 416 and benefits accrued before the
Plan became Top Heavy.  Further, no reduction in vested benefits may
occur in the event the Plan's status as Top Heavy changes for any
Plan Year.  However, this paragraph does not apply to the account
balances of any Employee who does not have an Hour of Service after
the Plan initially becomes Top Heavy and such Employee's account
balance attributable to Employer contributions and forfeitures will
be determined without regard to this paragraph.


                                   61


<PAGE>


                              ARTICLE XV

                      AMENDMENT AND TERMINATION

15.1  AMENDMENT BY SPONSOR.  The Sponsor of this Regional Prototype
may amend any or all provisions of this Plan and Trust Account at
any time without obtaining the approval or consent of any Employer
which has adopted this Plan and Trust Account provided that no
amendment shall authorize or permit any part of the corpus or income
of the Fund to be used for or diverted to purposes other than for
the exclusive benefit of Participants and their beneficiaries, or
eliminate an optional form of distribution.  In the case of a mass
submitted plan, the mass submitter shall amend the Plan on behalf of
the Sponsor.

15.2     AMENDMENT BY EMPLOYER.  The Employer may amend any option in
the Adoption Agreement, and may include language as permitted in the
Adoption Agreement,

    (a)  to satisfy Code Section 415,

    (b)  to avoid duplication of minimums under Code Section 416

because of the required aggregation of multiple plans,

The Employer may add certain model amendments published by the
Internal Revenue Service which specifically provide that their
adoption will not cause the Plan to be treated as individually
designed.

An Employer that has adopted a Standardized Regional Prototype Plan
(Adoption Agreements 001, 002, 003, 007, or 008) may amend the trust
document provided such amendment merely involves the specifications
of the names of the Plan, Employer, Trustee, Plan Administrator and
other fiduciaries, the Trust year or the name of any pooled Trust in
which the Plan's Trust will participate.

An Employer that has adopted a Nonstandardized Regional Prototype
Plan (Adoption Agreement 004, 005 or 006) will not be considered to
have an individually designed plan merely because the Employer
amends administrative provisions of the Trust document (such as
provisions relating to investments and duties of Trustees) so long
as the amended provisions are not in conflict with any other
provision of the Plan and do not cause the plan to fail to qualify
under Code Section 401(a).

If the Employer amends the Plan and Trust Account other than as
provided above, the Employer's Plan shall no longer participate in
this Prototype Plan and will be considered an individually designed
plan for which the Employer must obtain a separate determination
letter.

15.3  TERMINATION.  Employers shall have the right to terminate
their Plans upon 60 days notice in writing to the Trustee.  If the
Plan is terminated, partially terminated, or if there is a  complete
discontinuance of contributions under a profit sharing plan
maintained by the Employer, all amounts credited to the accounts of
Participants shall vest and become nonforfeitable.  In the event of
termination, the Employer shall direct the Trustee with respect to
the distribution of accounts to or for the exclusive benefit of
Participants or their beneficiaries.  In the event of a partial
termination, only those who are affected by such partial termination
shall be fully vested.  In the event of termination, the Trustee
shall dispose of the Fund in accordance with the written directions
of the Plan Administrator, provided that no liquidation of assets
and payment of benefits, (or provision therefore), shall actually be
made by the Trustee until after it is established by the Employer in
a manner satisfactory to the Trustee, that the applicable
requirements, if any, of the Employee Retirement Income Security Act
of 1974 and the Internal Revenue Code governing the termination of
employee benefit plans, have been or are being, complied with, or
that appropriate authorizations, waivers, exemptions, or variances
have been, or are being obtained.


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15.4  QUALIFICATION OF EMPLOYER'S PLAN.  If the adopting Employer
fails to attain or retain Internal Revenue Service qualification,
such Employer's Plan shall no longer participate in this Regional
Prototype Plan and will be considered an individually designed plan.

15.5  Mergers And Consolidations.

    (a)  In the case of any merger or consolidation of the
         Employer's Plan with, or transfer of assets or liabilities
         of the Employer's Plan to, any other plan, Participants in
         the Employer's Plan shall be entitled to receive benefits
         immediately after the merger, consolidation, or transfer
         which are equal to or greater than the benefits they would
         have been entitled to receive immediately before the
         merger, consolidation, or transfer if the Plan had then
         terminated.

    (b)  In the event that the Trustee is an institution, that
         corporation into which the Trustee or any successor
         trustee may be merged or with which it may be
         consolidated, or any corporation resulting from any merger
         or consolidation to which the Trustee or any successor
         trustee may be a party, or any corporation to which all or
         substantially all the trust business of the Trustee or any
         successor trustee may be transferred, shall be the
         successor of such Trustee without the filing of any
         instrument or performance of any further act, before any
         court.

15.6  RESIGNATION AND REMOVAL.  The Trustee may resign by written
notice to the Employer or may be removed by written notice from the
Employer.  Either such notification shall be effective 60 days after
delivery.  The Employer may discontinue its participation in this
Prototype Plan and Trust Account effective upon 60 days written
notice to the Sponsor.  In such event the Employer shall, prior to
the effective date  thereof, amend the Plan to eliminate any
reference to this Prototype Plan and Trust Account and appoint a
successor trustee or arrange for another funding agent.  The Trustee
shall deliver the Fund to its successor on the effective date of the
resignation or removal, or as soon thereafter as practicable,
provided that this shall not waive any lien the Trustee, if an
institution, may have upon the Fund for its compensation or
expenses.  If the Employer fails to appoint a successor trustee with
the said 60 days, or such longer period as the Trustee may specify
in writing, the Employer shall be deemed the successor trustee.  The
Employer must then obtain its own determination letter.

15.7  QUALIFICATION OF PROTOTYPE.  The Sponsor intends that this
Regional Prototype Plan will meet the requirements of the Code as a
qualified Prototype Retirement Plan and Trust Account.  Should the
Commissioner of Internal Revenue or any delegate of the Commissioner
at any time determine that the Plan and Trust Account fails to meet
the requirements of the Code, the Sponsor will amend the Plan and
Trust Account to maintain its qualified status.


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                             ARTICLE XVI

GOVERNING LAW

Construction, validity and administration of the Regional Prototype
Retirement Plan and Trust, and any Employer Plan and Trust as
embodied in the Regional Prototype document and accompanying
Adoption Agreement, shall be governed by Federal law to the extent
applicable and to the extent not applicable by the laws of the
State/Commonwealth in which the principal office of the Employer is
located.