<PAGE>

                                                                  EXHIBIT 10.3.2

                          ---------------------------
                                   BRACKNELL
                                  CORPORATION
                          ---------------------------


                     Employee Share Purchase Plan (Canada)

1.    Purpose
      -------

      The purpose of the Plan is to provide employees of Bracknell, its
      subsidiaries and its Affiliates with an opportunity to purchase common
      shares of Bracknell and to benefit from the appreciation thereof. To be
      competitive in our marketplace and to achieve the opportunities available
      to Bracknell, we must continually be concerned with the productivity of
      our operations, the quality of our product offering, and the service needs
      of our customers, as well as the safety, health and standard of living of
      our workers. In all of these dimensions, employee ownership can lead the
      way.

      This benefit plan will provide an incentive for these employees to
      contribute through a long-term investment vehicle to the future success
      and prosperity of Bracknell, thus enhancing the value of the common shares
      for the benefit of all the shareholders and increasing the ability of
      Bracknell, its subsidiaries and its Affiliates to attract and retain
      individuals of exceptional skill.

      Participation in the Plan is entirely voluntary. No employee is obliged,
      as a term or condition of employment or otherwise, to participate in the
      Plan, and failure to participate shall not in any way affect employment.

2.    Definitions
      -----------

      For the purpose of this Plan, unless the context requires a different
      meaning, the following terms have the following meanings:

           "Additional Contribution" has the meaning provided for in Section 8;

           "Administrative Agent" shall mean the Administrative Agent or
           Administrative Agents under the Administrative Agreement(s) entered
           into pursuant to Section 20; and

           "Administrative Agreement" shall mean the agreement entered into
           between Bracknell and the Administrative Agent referred to in Section
           20;

           "Administrator" shall mean Bracknell or such other person designated
           from time to time by the Directors to provide the administrative
           services required to carry out the intent and purpose of the Plan;

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
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                                      -2-

           "Affiliate" shall have the meaning ascribed thereto in the Securities
           Act (Ontario);

           "Bracknell" shall mean Bracknell Corporation and/or its successors;

           "Continuous Service" shall mean full time regularly scheduled
           employment of at least 1400 hours, excluding overtime hours, in a
           12-month period. Continuous Service is broken and not satisfied if:
           (a) an employee voluntarily or involuntarily terminates employment
           from the Participating Company; (b) an employee's regularly-scheduled
           working hours (excluding overtime) are reduced (other than in
           relation to a Leave of Absence or any paid absences), voluntarily or
           involuntarily, to less than 1400 hours for a consecutive period of
           one year or more; (c) a Participant retires on a service pension as
           defined by the Participating Company; or (d) a Participant dies.
           Employees who transfer from posted temporary to regular positions
           will be credited with Continuous Service from date of original hire.

           "Directors" shall mean the board of directors of Bracknell;

           "Leave of Absence" shall mean an unpaid period of absence formally
           granted in conformity with the rules of the Participating Company;

           "Participant" shall mean a person who is eligible to participate in
           the Plan and has duly executed and delivered a Subscription Agreement
           in accordance with Section 5 and who has not cancelled or deemed to
           have cancelled the Subscription Agreement;

           "Participating Company" shall mean Bracknell or the subsidiary or
           Affiliate of Bracknell employing the Participant;

           "Payroll Office" shall mean the Participating Company's payroll
           office;

           "Plan" shall mean this Employee Share Purchase Plan, as amended from
           time to time;

           "Plan Year" shall mean each calendar year and in respect of the first
           year of the operation of the Plan, the period ending December 31 of
           that year;

           "Share" shall have the meaning given that term in Section 4 of the
           Plan;

           "Subscription" shall mean the contribution of an employee
           participating in the Plan as provided for in Section 7;

           "Subscription Agreement" shall mean a contract of participation
           signed by an employee of a Participating Company under the Plan;

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
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                                      -3-

           "Subsidiary" shall have the meaning ascribed thereto in the
           Securities Act (Ontario);

           "Wages" shall mean the following payments to employees:

                  (a)  regular base cash compensation for employment, excluding
                  bonuses, employment benefits (other than disability), overtime
                  and premium payments for Saturday, Sunday and holidays; and

                  (b)  disability benefits (sickness or accident),

                  but shall specifically exclude any amount paid as an
                  Additional Contribution.

      As used in the Plan, words importing the singular number include the
      plural and vice versa and words importing gender include the masculine,
      feminine and neuter genders.

      All references to the price or cost of Shares purchased by the
      Administrative Agent pursuant to the Plan shall mean the actual price of
      the Shares obtained in the open market excluding all brokerage fees,
      commissions or other ancillary costs and expenses.

3.    Eligibility
      -----------

      An employee of a Participating Company who: (a) has completed at least 12
      months of Continuous Service with a Participating Company and maintains
      their Continuous Service in good status thereafter; (b) is a resident of
      Canada; and (c) does not own or control directly or indirectly 5% or more
      of the outstanding Shares, shall be eligible to participate in the Plan
      provided that application is made as described in Section 5. The
      conditions in clause 3(a) or 3(b) may be waived or reduced in the
      discretion of the chief executive officer of the Company.

4.    Description of Securities Offered
      ---------------------------------

      The shares offered under the Plan are common shares of Bracknell (the
      "Shares"). The Shares shall be purchased on the open market as more fully
      described in Section 11.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -4-

5.    Enrolment
      ---------

      Participation in the Plan is voluntary and neither Bracknell nor the
      Participating Company nor the Administrator shall make any recommendation
      to the employee as to whether they should or should not participate.

      An eligible employee who wishes to apply for participation in the Plan
      shall do so by signing a Subscription Agreement and filing it with the
      Payroll Office within the time period specified by the Participating
      Company.

6.    Effective Date of the Subscription Agreement
      --------------------------------------------

      A Subscription Agreement filed by an employee under the conditions
      described in Section 5 shall become effective on the next enrolment date
      following the month in which the Subscription Agreement is filed by such
      employee with the Payroll Office.

7.    Employee Subscription Limits
      ----------------------------

      Participants in the Plan may elect to contribute 2%, 4%, 6%, 8% or 10% of
      the Participant's Wages to subscribe for Shares under the Plan.
      Subscriptions under the Plan shall be effected by payroll deductions from
      Wages. Deductions under this Plan not made in any period due to
      insufficient Wages will not be adjusted in any subsequent pay period. In
      no case shall such contributions exceed 10% of the Participant's Wages.

8.    Additional Contributions
      ------------------------

      The Participating Company shall pay to each Participant as an additional
      benefit commencing on the day payroll deductions to be made pursuant to
      his or her Subscription Agreement begin an amount calculated at the rate
      of one dollar for every two dollars of the Participant's Wages contributed
      to the Plan pursuant to Section 7 of the Plan provided that the maximum
      amount of additional contribution payable to a Participant by a
      Participating Company shall be limited to 2% of the Participant's Wages.
      Such payment is conditional on the Participant providing the Participating
      Company with an irrevocable direction to pay such amount (the "Additional
      Contribution") to the Administrative Agent without withholding tax from
      such amount. Tax withheld in respect of Additional Contributions will be
      made from other income payable to the Participant by the Participating
      Company.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
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                                      -5-

9.    Subscription Period
      -------------------

      Payroll deductions shall be made from Wages for all payroll periods ending
      in the Plan Year.

      Subject to other provisions of the Plan, a Subscription Agreement shall be
      continuous from one Plan Year to the next.

      When an employee's participation in the Plan terminates prior to the end
      of the Plan Year, the last deduction from Wages, provided that Wages are
      being paid, shall be made for the last payroll period ending in the month
      in which the employee's participation terminates.

10.   Revisions to the Subscription Agreement
      ---------------------------------------

      Within the Subscription limits provided for in Section 7, a Participant
      may once in each Plan Year (or so often as authorized by the Directors)
      increase or decrease the percentages authorized by him or her by filing a
      revised Subscription Agreement in the form specified by the Participating
      Company. The revision shall become effective no later than the second
      payroll period following the receipt of the form by the Payroll Office.

11.   Purchase and Allocation of Shares to Participants' Accounts
      -----------------------------------------------------------

      All Subscriptions and all Additional Contributions shall be remitted to
      the Administrative Agent as soon as practicable following the close of
      each payroll period, and the Company will identify the amount of the
      Subscriptions and all Additional Contributions for each Participant as
      well as each Participant's Social Insurance Number and residential
      address.

      The total of cash received from time to time from all such Subscriptions
      and Additional Contributions, and from dividend income and proceeds from
      the sale of rights applicable to Shares held by the Administrative Agent,
      and available for investment from time to time, shall be used by the
      Administrative Agent to purchase Shares on the open market. Purchases of
      Shares on the open market shall generally be made in each month of the
      Plan Year in such frequency as may be determined by the Administrative
      Agent. The number of Shares purchased depends upon the market price for
      Shares at the time the such purchases are made.

      As of the last business day of each month, the Administrative Agent shall
      determine the average cost of all Shares purchased during that month by
      dividing the total number of Shares purchased into the total cost of such
      Shares.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -6-

      At the time of purchase, those Participants for whose Subscriptions and
      Additional Contributions were received will immediately acquire full
      beneficial ownership of all Shares and of any fractional interest in
      Shares purchased for their accounts.

      Unless otherwise requested by the Participant, all Shares are registered
      in the name of the Administrator and remain so registered until delivery
      is requested. Participants may request in writing, that a certificate for
      any or all of their full Shares be delivered to them.

      Each Participant's account shall be increased in each month by the number
      of Shares equal to the number obtained by dividing the sum of the
      following by the average cost of the Shares for such month as determined
      by the Administrative Agent:

         (a)   the Participant's Subscription in such month,

         (b)   the Additional Contribution made by the Participant in such
               month, and

         (c)   subject to Section 12, dividend income and proceeds from the sale
               of rights applicable to Shares held in Participant's account in
               such month, if any.

      Each Participant will receive confirmation from the Administrator on a
      quarterly basis reflecting all changes in the amount of Shares held for
      the Participant's account.

12.   Dividends and Rights
      --------------------

      Participants' accounts are credited with all dividends paid in respect of
      the full shares and any fractional shares held in their accounts. Cash
      dividends are reinvested in the Shares as on the next monthly share
      purchase date.

      Stock dividends, stock splits, or both, in respect of shares held in the
      Participant's account will be credited to the account without charge.
      Distributions of other securities (except pursuant to a merger,
      consolidation or other reorganization of the Company) and rights to
      subscribe may be sold and the proceeds will be handled in the same manner
      as a cash dividend.

13.   Withdrawals and Cancellation
      ----------------------------

      No withdrawals from the Participant's account are permissible unless the
      Participant shall have at the same time requested cancellation of the
      Subscription Agreement and withdrawal from participation in the Plan.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -7-

      A Participant may cancel the Subscription Agreement at any time by filing
      a written request with the Payroll Office and directing that all full
      Shares and any fractional interest in Shares in their accounts be sold and
      the net proceeds remitted to them (less the regular brokerage commission,
      registration fees or other normal charges, taxes or governmental charges
      payable by the Participant) or they may request that the full Shares in
      the account be delivered to them, along with a cheque representing the net
      proceeds of the sale of the fractional interest in Shares. For the
      purposes of determining the amount of any such cash payment, fractional
      Shares shall be valued using the average cost of the Shares which were
      allocated in the month in which the effective date of cancellation occurs.
      The cancellation shall become effective at the end of the payroll period
      in which such written request is filed, and Participants may not
      thereafter re-enroll in the Plan prior to the Enrolment Date next
      following a period of 12 months commencing with the date of such
      cancellation.

      The Participant shall receive the whole Shares in the Participant's
      account as of the effective date of cancellation. Payment shall be made in
      cash for any fraction of a Share to which the Participant is entitled.

      Delivery of whole Shares and balance of payment, if any, shall be made to
      the Participant at the end of the month following the month in which the
      cancellation becomes effective. Such delivery of whole Shares shall be
      deemed to have been made by the delivery of a share certificate as
      provided under Section 24, unless otherwise instructed by the Participant.

14.   Intentionally Omitted
      ---------------------

15.   Transfers
      ---------

      The Subscription Agreement of a Participant who is transferred from a
      Participating Company to another Participating Company, and whose transfer
      is employer supported, shall remain in force.

16.   Leave of Absence
      ----------------

      While a Participant is on Leave of Absence, the Participant's Subscription
      Agreement and any Additional Contributions to be made by the Participating
      Company to such Participant shall be suspended until the Participant's
      return.

      A Participant on Leave of Absence shall not be permitted to remit payments
      for the purchase of Shares under this Plan unless so authorized by the
      Directors.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -8-

      When continued participation in the Plan is authorized by the Directors
      for a Participant on a Leave of Absence, an advance payment of the amount
      required to cover the period of unpaid absence shall be made by cheque or
      money order payable to the Participating Company. The amount of prepayment
      shall be the amount that the Participant would otherwise be entitled to
      contribute during the Leave of Absence if he or she had not taken a Leave
      of Absence provided that the Participant shall not be entitled to change
      such amount pursuant to Section 10 unless authorized by the Directors. A
      Participant on a Leave of Absence who has been authorized by the Directors
      to make prepayments for the purchase of Shares under the Plan may make the
      required prepayment in installments by the use of two or more cheques. All
      but the first cheque may be postdated so that payments for the period
      covered by each cheque will be made in advance. Each cheque must cover
      payments for a minimum of two pay periods.

17.   Break in Continuous Service
      ---------------------------

      A Participant shall be deemed to have terminated participation in the
      Plan, and the Subscription Agreement shall be deemed cancelled when there
      shall have occurred a break in the Participant's Continuous Service as set
      out in Section 3. The cancellation shall become effective at the end of
      the last day of the month in which the Participant's break in Continuous
      Service occurred, and the Participant, or in the case of death, the
      Participant's estate, shall direct the Administrative Agent that either
      all full Shares and any fractional interest in Shares in their accounts be
      sold and the net proceeds remitted to them (less the regular brokerage
      commission, registration fees or other normal charges, taxes or
      governmental charges payable by the Participant) or that the full Shares
      in the account be delivered to them, along with a cheque representing the
      net proceeds of the sale of the fractional interest in Shares. For the
      purposes of determining the amount of any such cash payment, Shares shall
      be valued using the average cost of the Shares which were allocated in the
      month in which the effective date of cancellation occurs.

18.   Intentionally Omitted
      ---------------------

19.   Intentionally Omitted
      ---------------------

20.   Administrative Agent
      --------------------

      Bracknell shall enter into a Employee Share Purchase Plan Administration
      Agreement ("Administration Agreement") with such person or company
      authorized to carry on the activities of the Administrative Agent under
      the Administration Agreement as may be designated from time to time by
      Bracknell to act as

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -9-

      Administrative Agent for the Plan. The Administrative Agreement shall
      provide, among other things, that:

         a)    the Administrative Agent shall open and maintain accounts in the
               names of the Participants and to arrange purchases of the Shares;

         b)    all funds received by the Administrative Agent hereunder will be
               held, administered, invested and distributed by the
               Administrative Agent, and no part of the contributions held by
               the Administrative Agent shall be used for or diverted to
               purposes other than for the exclusive benefit of all
               Participants;

         c)    interest earned on all Subscriptions and all Additional
               Contributions shall be retained by the Administrative Agent for
               the account of Bracknell and shall be applied by the
               Administrative Agent as a credit first against the fees payable
               by Bracknell to the Administrative Agent as compensation for the
               administration of the Plan, second against brokerage fees and
               other expenses, if any, incidental to the purchase of Shares on
               the open market by the Administrative Agent or any person
               authorized to purchase Shares under the Plan and third against
               the fees and expenses of the Administrative Agent in the event of
               the removal or resignation of the Administrative Agent. Any
               surplus remaining after the payment of all such fees and expenses
               at the end of any Plan Year shall be paid by the Administrative
               Agent to Bracknell as soon as practicable after the end of the
               Plan Year.

         d)    Participating Companies, in addition to their contributions
               described above, shall pay all administration expenses in
               connection with the operation of the Plan in proportion to the
               number of Participants of each such Participating Company or on
               such other reasonable basis as may be prescribed by the Directors
               from time to time, including, without limitation, all commissions
               for purchases of Shares.

         e)    commissions, taxes and all governmental or other charges in
               connection with sales, are payable by the Participant who order
               the transaction for his or her account;


         f)    the Administrator will deliver to each Participant, as promptly
               as practicable, by mail or otherwise, all notices of meetings,
               proxy statements and other material distributed by the Company to
               its shareholders. There is no charge to the Participants for the
               Administrator's retention or delivery of share certificates, or
               in connection with the notices, proxies or other such material.
               The whole Shares in each Participant's account shall be voted in
               accordance with such Participant's signed proxy instructions duly
               delivered. In the absence of such instructions, the Shares will
               not be

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -10-

               voted. In the alternative, the Administrator may sign a proxy
               granting a Participant a right to vote, on behalf of the
               Administrator, the Shares held by the Administrator in the
               Participant's account;

         g)    Bracknell shall have authority to direct that there shall be more
               than one Administrative Agent and to designate the additional
               Administrative Agent or Administrative Agents. Bracknell shall
               have authority to remove the Administrative Agent or any
               successor Administrative Agent. Prior to any such removal, the
               Administrative Agent or any successor Administrative Agent shall
               be given at least 90 days' prior notice in writing.

         h)    the Administrative Agent shall delegate to such person or persons
               as may be designated by Bracknell from time to time the power to
               purchase Shares on the open market. The Administrative Agent or
               any person authorized to purchase Shares under the Plan shall
               purchase Shares in accordance with Section 11. The Administrative
               Agent or any person authorized to purchase Shares under the Plan
               may temporarily hold in cash or invest Subscriptions and
               Additional Contributions in short-term government obligations or
               commercial paper pending investment of such funds in Shares.

         i)    Bracknell may select a firm of chartered accountants to examine
               the financial position and operations of the Plan, and to report
               at intervals determined by the Directors.

21.   Rights not Transferable
      -----------------------

      Except insofar as applicable law may otherwise require, no right or
      interest of any Participant under the Plan shall be assignable or
      transferable as a whole or in part either directly or by operation of law
      or otherwise including, without limitation, execution, levy, garnishment,
      attachment, pledge, bankruptcy, or in any other manner, but excluding
      devolution by reason of death. Except insofar as applicable law may
      otherwise require, no right or interest of any Participant under the Plan
      shall be liable for or subject to any obligation or liability of such
      Participant.

22.   Modification of the Plan
      ------------------------

      Bracknell may modify the Plan provided that, subject to the provisions of
      Sections 20, no part of any funds received by the Administrative Agent
      from Participants for the purposes of the Plan shall be used for or
      diverted to purposes other than for the exclusive benefit of Participants.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -11-

      Any such modification shall be effective at such date as Bracknell may
      determine, except that no such modification, other than one of a minor
      nature, may apply to any period prior to the announcement of the
      modification unless, in the opinion of Bracknell, such modification is
      necessary or advisable in order to comply with the provisions of
      applicable legislation (including any regulations or rulings thereunder)
      or would not adversely affect the rights of Participants in respect of the
      Plan. Notice of any modification of the Plan shall be given promptly to
      the Administrative Agent, to the Administrator and to Participating
      Companies and, except for changes of a minor nature which do not adversely
      affect their interests, shall also be given to all Participants.

23.   Termination of Subscriptions under the Plan
       - Liquidation of the Plan - Withdrawals
         -------------------------------------

      Bracknell may at any time terminate the operation of the Plan. Prior to
      any such termination, each Participant and each Participating Company
      shall be given at least 30 days' notice in writing. In the event of the
      termination of the Plan, each Participant shall direct the Administrative
      Agent that either all full Shares and any fractional interest in Shares in
      their accounts be sold and the net proceeds remitted to them (less the
      regular brokerage commission, registration fees or other normal charges,
      taxes or governmental charges payable by the Participant) or that the full
      Shares in the account be delivered to them, along with a cheque
      representing the net proceeds of the sale of the fractional interest in
      Shares. For the purposes of determining the amount of any such cash
      payment, Shares shall be valued using the average cost of the Shares which
      were allocated in the month in which the effective date of cancellation
      occurs. For the purposes of making such cash payment, the Administrative
      Agent shall sell the fractional Shares of the Participants in the open
      market and the proceeds of any such sale shall be divided among the
      Participants in proportion to the number of fractional Shares held by such
      Participants.

24.   Communications with Participants
      --------------------------------

      A statement of account shall be issued to each Participant as of the last
      day of each completed quarter of the Plan Year or as of the date of
      termination of participation in the Plan.

      The above statement of account shall be delivered to the address of the
      Participant as indicated in Section 11 above.

      Other notices and reports may be deemed duly given when mailed to the
      Participant's address of record and shall be deemed duly given when so
      mailed.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -12-

25.   Administration and Interpretation of the Plan
      ---------------------------------------------

      Bracknell shall designate the Administrative Agent and the Administrator
      of this Plan. Expenses of administering the Plan, including brokerage fees
      and the fees and expenses of the Administrative Agent and of the
      Administrator, shall be borne by the Participating Companies in proportion
      to the number of Participants of each such Participating Company or on
      such other reasonable basis as may be prescribed by the Directors from
      time to time.

      The general administration of the Plan and the responsibility for carrying
      out its provisions shall be vested in the Directors, which shall appoint
      the Committee. Determinations of the Directors as to any questions which
      may arise with respect to the interpretation of the provisions of the Plan
      shall be final and binding on Participants, including the operation of the
      Plan in compliance with any trade or collective bargaining agreement,
      applicable law, or any other document.

26.   No Enlargement Of Employee Rights

      Nothing contained in this Plan shall be deemed to give any Participant the
      right to be retained in the employ of the Company or any Participating
      Company or to interfere with the rights of the Company or any
      Participating Company to discharge any Participant at any time.

27.   Market Fluctuation

      There is no guarantee under the Plan against loss of value of the Shares.
      In seeking the benefits of participation in the Plan, an employee must
      accept the risk of a decline in the market price of the Shares and total
      loss of his or her investment in the shares. The Company, any
      Participating Company, the Administrator, Administrative Agent, or the
      Committee will not bear any responsibility for any loss that may occur as
      a result of such market fluctuation or otherwise. None of the Company, any
      Participating Company, the Administrator, Administrative Agent, or the
      Committee will makes any representation or warranty that the Shares are
      suitable investments for any particular eligible employee.

      Subject to section 11, any purchase or sale of the Shares or any other
      security by the Administrator provided for in this Plan may be at such
      price or prices and at such time or times for the purchase or sale of such
      shares or securities, as are readily available on the open market in
      Canada. The Administrator, the Participating Company, the Company, and the
      Administrative Agent shall not be liable for the failure to purchase or
      sell the Shares or any other securities at any particular price, time or
      at all.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                      -13-

28.   Governing Law

      This Plan shall be governed by the law of the Province of Ontario.

29.   Effective Date

      This Plan shall be effective January 1, 2001 incorporating Canadian
      employees into the Plan previously approved by the Board of Directors of
      the Company effective April 1, 2000.

Bracknell Corporation
Canadian Employee Share Purchase Plan                              December 2000
<PAGE>

                                  CERTIFICATION

           I, _________________________, do hereby certify that I am the
____________________ of Nationwide Electric, Inc., a Delaware corporation, and
that by action of the Board of Directors of said corporation taken on
_______________, 2000, the following resolutions were adopted:

                    RESOLVED, That the document entitled "BRACKNELL CORPORATION
           RETIREMENT SAVINGS PLAN FOR U.S. EMPLOYEES (2000)" is hereby approved
           and adopted.

                    RESOLVED FURTHER, That the officers of this corporation are
           authorized and directed to take all actions necessary or desirable to
           carry said document into full force and effect and to cause said
           document to be presented, together with such supporting data as may
           be necessary, to any agency or agencies of the government for ruling
           as to whether the same complies with the pertinent provisions of the
           Internal Revenue Code and, in particular, sections 401(a), 401(k) and
           501(a) thereof, and other applicable provisions of law with authority
           to make any changes thereof which may be necessary or desirable, in
           their opinion, in order to obtain a favorable ruling from said agency
           or agencies.

I further certify that the document hereto attached is a true and correct copy
of the document referred to in the resolutions.


_______________, 2000                        ______________________________