CYCLE COUNTRY ACCESSORIES CORPORATION
                                  401(K) PLAN
                            SUMMARY PLAN DESCRIPTION
                                  MARCH 2004





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                              TABLE OF CONTENTS

                          INTRODUCTION TO YOUR PLAN


                                   ARTICLE I
                            PARTICIPATION IN THE PLAN

Am I eligible to participate in the Plan?...                   ...1
When am I eligible to participate in the Plan?...              ...2
When is my entry date?...                                      ...2
Does all my service with the Employer count for
 purposes of Plan eligibility?...                              ...2
Does my service with another Employer count for
 eligibility purposes? ...                                     ...3
What happens if I'm a participant and I incur a
 Break in Service? ...                                         ...3

                                   ARTICLE II
                                  CONTRIBUTIONS

What kind of Plan is this? ...                                 ...3
Do I have to contribute money to the Plan in order
 to participate? ...                                           ...3
How much may I contribute to the Plan?...                      ...3
How often can I modify the amount I contribute? ...            ...5
Will the Employer contribute to the Plan?...                   ...5
What is the Employer matching contribution? ...                ...5
What is the Employer profit sharing contribution?...           ...5
How will the Employer profit sharing contribution
 be allocated to my account? ...                               ...5
What compensation is used to determine my Plan benefits? ...   ...6
Is there a limit on the amount of compensation
 that can be considered? ...                                   ...7
Are there limits on how much can be contributed to
 my account each year? ...                                     ...7
May I "roll over" payments from other retirement plans
 or IRAs? ...                                                  ...7
How is the money in the Plan invested? ...                     ...7

                                  ARTICLE III
                              RETIREMENT BENEFITS

What benefits will I receive at normal retirement?...          ...8
What happens if I leave the Employer's workforce? ...          ...8
What is my vested interest in my account?...                   ...8
How do I determine my Years of Service for
vesting purposes? ...                                          ...9
Does all my service count for vesting purposes? ...            ...9


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Does my service with another Employer count for
 vesting purposes? ...                                         ...10
As a veteran, will my military service count as
 service with the Employer? ...                                ...10
What happens to the non-vested portion of a
 terminated participant's account? ...                         ...10
What happens to my non-vested account balance
 if I'm rehired?...                                            ...10


                                  ARTICLE IV
                              DISABILITY BENEFITS

How is disability defined? ...                                 ...11
What happens if I become disabled? ...                         ...11

                                  ARTICLE V
                            FORM OF BENEFIT PAYMENT

How will my benefits be paid? ...                              ...11
May I delay the receipt of benefits?...                        ...12

                                  ARTICLE VI
                                DEATH BENEFITS

What happens if I die while working for the Employer? ...      ...12
Who is the beneficiary of my death benefit? ...                ...12
How will the death benefit be paid to my beneficiary? ...      ...13
When must the last payment be made to my beneficiary?...       ...13
What happens if I'm a participant, terminate
 employment, and die before receiving all my benefits? ...     ...13

                                  ARTICLE VII
                            IN-SERVICE DISTRIBUTIONS

Can I withdraw money from my account while working? ...        ...14
Can I withdraw money from my account in the event
 of financial hardship? ...                                    ...14
Are there any limitations that apply to the in-service
 distributions described above? ...                            ...15

                                  ARTICLE VIII
                         TAX TREATMENT OF DISTRIBUTIONS

What are my tax consequences when I receive a distribution
 from the Plan?...                                             ...16
Can I reduce or defer tax on my distribution? ...              ...16




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                                  ARTICLE IX
                               HOURS OF SERVICE

What is an Hour of Service? ...                                ...17
How are Hours of Service credited? ...                         ...17

                                  ARTICLE X
                          YOUR PLAN'S TOP-HEAVY RULES

What is a top-heavy plan? ...                                  ...17
What happens if the Plan becomes top-heavy?...                 ...17

                                  ARTICLE XI
                   PROTECTED BENEFITS AND CLAIMS PROCEDURES

Is my benefit protected? ...                                   ...18
Are there any exceptions to the general rule? ...              ...18
Can the Plan be amended? ...                                   ...18
What happens if the Plan is discontinued or terminated? ...    ...19
How do I submit a claim for Plan benefits?...                  ...19
What if my benefits are denied? ...                            ...19
What is the Claims Review Procedure? ...                       ...20
What are my rights as a Plan participant?...                   ...23
What can I do if I have questions or my rights
 are violated? ...                                             ...24

                                  ARTICLE XII
                       GENERAL INFORMATION ABOUT THE PLAN

General Plan Information...                                    ...24
Employer Information...                                        ...25
Administrator Information ...                                  ...25
Trustee Information ...                                        ...25


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                   CYCLE COUNTRY ACCESSORIES CORPORATION
                                  401(K) PLAN
                            SUMMARY PLAN DESCRIPTION
                            INTRODUCTION TO YOUR PLAN

     Cycle Country Accessories Corporation 401(k) Plan ("Plan") has been
adopted to provide you with the opportunity to save for retirement on a
tax-deferred basis. This Summary Plan Description ("SPD") contains valuable
information regarding when you may become eligible to participate in the Plan,
your Plan benefits, your distribution options, and many other features of the
Plan. You should take the time to read this SPD to get a better understanding
of your rights and obligations in the Plan.

     We have attempted to answer most of the questions you may have
regarding your benefits in the Plan. If this SPD does not answer all of your
questions, please contact the Administrator (or other Plan representative).
The Administrator has the complete power, in its sole discretion, to determine
all questions arising in connection with the administration,
interpretation, and application of the Plan (and any related documents
and underlying policies). Any such determination by the Administrator
shall be conclusive and binding upon all persons. The name and address
of the Administrator can be found in the Article of this SPD entitled
"General Information About The Plan."

     This SPD describes the Plan's benefits and obligations as contained
in the legal Plan document, which governs the operation of the Plan. The
Plan document is written in much more technical and precise language. If
the non-technical language in this SPD and the technical, legal language
of the Plan document conflict, the Plan document always governs. If you
wish to receive a copy of the legal Plan document, please contact the
Administrator.

     This SPD describes the current provisions of the Plan that are
designed to comply with applicable legal requirements. The Plan is
subject to federal laws, such as the Employee
Retirement Income Security Act ("ERISA"), the Internal Revenue Code,
and other federal and state laws that may affect your rights. The
provisions of the Plan are subject to revision due to changes in the
law or due to pronouncements by the Internal Revenue Service ("IRS") or
Department of Labor ("DOL"). We may also amend this Plan. If the
provisions in this SPD change, we will notify you.

                                  ARTICLE I
                          PARTICIPATION IN THE PLAN

Am I eligible to participate in the Plan?

     Provided you are not an Excluded Employee, you are eligible to
participate in the Plan once you satisfy the Plan's eligibility
conditions described in the next question. Then, you may elect to have
your compensation reduced by a specific percentage or dollar amount, and
have that amount contributed to the Plan as a salary deferral. You may
also be entitled to receive
contributions from us.


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     If you are a member of a class of employees identified below,
you are an Excluded Employee for purposes of eligibility to
participate in the Plan. The Excluded Employees are:

_ employees whose employment is governed by a collective
bargaining agreement under which retirement benefits were the
subject of good faith bargaining, unless such agreement expressly
provides for participation in this Plan.

_ certain nonresident aliens who have no earned income from sources
within the United States.

_ leased employees.

When am I eligible to participate in the Plan?

     Provided you are not an Excluded Employee, you will be eligible
to participate in the Plan once you satisfy the Plan's age and service
requirements. You will actually enter the Plan once you reach the entry
date as described in the next question.

     For purposes of the above, you will have met the age requirement
when you attain age 21 and the service requirement when you complete one
Year of Service.

     You will have completed a Year of Service if, at the end of your
first twelve consecutive months of employment with us, you have been
credited with at least 1000 Hour(s) of Service. If you have not been
credited with 1000 Hour(s) of Service by the end of your first twelve
consecutive months of employment, you will have completed a Year of
Service once you complete the required Hour(s) of Service during any
Plan Year, beginning with the Plan Year that includes the first
anniversary of your employment date.

When is my entry date?

     Provided you are not an Excluded Employee, you may begin
participating in the Plan once you have satisfied the eligibility
requirements and reached your "entry date." Your entry date is the
first day of the Plan Year Quarter coinciding with or next following
the date you satisfy the Plan's eligibility requirements.

     You should note that special rules may apply if you terminate
employment and are then rehired. If you have questions about the timing
of your Plan participation, please contact the Administrator.

     Does all my service with the Employer count for purposes of Plan
eligibility?

In determining whether you satisfy the service requirements to
participate in the Plan, all service you perform for us will generally be
counted. However, there are some exceptions to this general rule.

     Break in Service rules. For eligibility purposes, you will have a
Break in Service if you complete less than 501 Hours of Service during
the Plan Year. However, if you are absent from work for certain leaves
of absence such as a maternity or paternity leave, you may be credited
with 501 Hours of Service to prevent a Break in Service.

                                       2

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     If you are a veteran and are reemployed under the Uniformed Services
Employment and Reemployment Rights Act of 1994, your qualified military
service may be considered service with the Employer. If you may be
affected by this law, ask your Administrator for further details.
The Administrator monitors the Break in Service rules and can
provide you with additional information on the effect of these
rules.

     Does my service with another Employer count for eligibility purposes?
For eligibility purposes, your Years of Service with Simonsen
Iron Works, Inc. will be counted.

     What happens if I'm a participant and I incur a Break in Service?
If you incur a Break in Service and later complete additional
service, you will continue to participate in the Plan in the same manner
as if your Break in Service had not occurred.

                                  ARTICLE II
                                 CONTRIBUTIONS

What kind of Plan is this?

     This Plan is a type of qualified retirement plan commonly referred
to as a 401(k) Plan. As a participant in the Plan, you may elect to
reduce your compensation by a specific percentage or dollar amount and
have that amount contributed to the Plan on a pre-tax basis as a salary
deferral. You generally are not taxed on your salary deferrals until you
withdraw those amounts from the Plan. In addition, we may make additional
contributions to the Plan on your behalf. This Article describes the
types of contributions that may be made to the Plan and how these monies
will be allocated to your account to provide for your retirement benefit.

Do I have to contribute money to the Plan in order to participate?

     No, you are not required to contribute any money in order to
participate in our Plan. However, you may receive additional amounts
if you defer.

How much may I contribute to the Plan?

     As a participant, you may elect to defer an amount of your
compensation each year instead of receiving that amount in cash. The
amount you elect to defer, and any earnings on that amount, will not be
subject to income tax until it is actually distributed to you. However,
the amount you defer is counted as compensation for Social Security
taxes.

     The Administrator will allocate the amount you elect to defer to an
account maintained on your behalf. You will always be 100% vested in this
account. This means that you will always be entitled to all amounts that
you defer. This money will, however, be affected by any investment gains
or losses. If there is an investment gain, the balance in your account
will increase. If there is an investment loss, the balance in your
account will decrease.

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     Your total deferrals in any taxable year may not exceed a dollar
limit that is set by law. The limit is $13,000 (for 2004), $14,000 (for
2005), and $15,000 (for 2006). This limit may be increased after 2006
for cost-of-living changes.

     You should be aware that the annual dollar limit is an aggregate
limit that applies to all deferrals you may make under this Plan or
other cash or deferred arrangements (including
tax-sheltered 403(b) annuity contracts, simplified employee pensions, or
other 401(k) plans in which you may be participating). Generally, if
your total deferrals under all cash or deferred arrangements for a
calendar year exceed the annual dollar limit, the excess must be
included in your income for the year. For this reason, it is desirable
to request in writing that these excess deferrals be returned to you. If
you fail to request such a return, you may be taxed a second time when
the excess deferral is ultimately distributed.

     You must decide which plan or arrangement you would like to have return
the excess. If you decide that the excess should be distributed from this
Plan, you should communicate this in writing to the Administrator no later
than the March 1st following the close of the calendar year in which such
excess deferrals were made. However, if the entire dollar limit is exceeded
in this Plan or any other plan we maintain, you will be deemed to have
notified the Administrator of the excess. The Administrator will then return
the excess deferral and any earnings to you by April 15th.

     If you are projected to attain age 50 before the end of a calendar
year, then you may elect to defer additional amounts (called "catch-up
contributions") to the Plan as of the January 1st of that year. You may
defer the additional amounts regardless of any other limitations on the
amount that you may defer to the Plan. The maximum catch-up contribution
that you can make in 2004 is $3,000. This amount is increased by $1,000
in each year after 2004 up to 2006, when the maximum is $5,000. After
2006, the maximum may increase for cost-of-living adjustments.

     Distributions from amounts attributable to your salary deferrals
before you terminate employment are permitted only in the following
circumstances:

_ upon your attainment of age 59 1/2. (See the question "Can I
withdraw money from my account while working?" for more
information on in-service withdrawals of your salary deferrals.)

_ upon your becoming disabled under the terms of the Plan.

_ if you incur a proven financial hardship. (See the question "Can
I withdraw money from my account in the event of financial
hardship?" for more information on hardship withdrawals of your
salary deferrals.)

     In the event you receive a hardship distribution from your deferrals
to this Plan, you will not be allowed to make additional salary deferrals
for a period of six (6) months after you receive the distribution.
In addition, if you are a highly compensated employee (generally
owners or individuals receiving wages in excess of certain amounts
established by law), a distribution from amounts attributable to your
salary deferrals of certain excess contributions may be required to
comply with the law. The Administrator will notify you when a
distribution is required.

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How often can I modify the amount I contribute?

     The amount you elect to defer will be deducted from your pay in
accordance with a procedure established by the Administrator. The
procedure will require that you enter into a written salary deferral
agreement after you satisfy the Plan's eligibility requirements. You may
elect to defer your salary as of your entry date. Such election will
become effective as soon as administratively feasible. Your election
will remain in effect until you modify or terminate it. You may modify
your election as of the date(s) indicated in the salary deferral
agreement. The modification will become effective as soon as
administratively feasible. You are also permitted to revoke your
election as of the date(s) indicated in the salary deferral agreement.

Will the Employer contribute to the Plan?

     Each year, in addition to your salary deferrals we may contribute the
following to the Plan:

_ matching contributions.
_ profit sharing contributions.
_ qualified nonelective contributions (QNECs).

What is the Employer matching contribution?

     We may contribute a discretionary percentage of the amount of
your salary deferrals, which percentage we will determine each year.

     In applying this matching percentage, only salary deferrals up to
a certain percentage of your compensation, as determined by us, will be
considered.

     Matching contributions will vest in accordance with the Plan's
vesting schedule. (See the question "What is my vested interest in my
account?" for more information on vesting.)

     The Administrator will allocate to your account the matching
contribution made to the Plan on your behalf each payroll period.
What is the Employer profit sharing contribution?

     Each year, we may make a discretionary profit sharing
contribution.

How will the Employer profit sharing contribution be allocated
to my account?

     Our discretionary profit sharing contribution will be
"allocated" or divided among participants eligible to share in the
contribution for the Plan Year.


                                       5

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Your share of any profit sharing contribution is determined by the following
fraction:

Profit Sharing Contribution 	X 	Your Compensation
                                       -------------------
                                       Total Compensation of
                                       All Participants Eligible
                                       to Share

For example: Suppose the profit sharing contribution for the Plan Year is
$20,000. Employee A's compensation for the Plan Year is $25,000. The total
compensation of all participants eligible to share, including Employee A,
is $250,000.  Employee A's share will be:

$20,000 	X 	$25,000 	or 	$2,000
                      ------------
                       $250,000

In order to share in our profit sharing contribution (if any), you
must satisfy the following condition(s):

_ You must be actively employed on the last day of the Plan Year.

_ You must have completed at least 1000 Hours of Service with the
Employer during the Plan Year.

_ In the year of your Normal Retirement Age, some (or all) of the
above requirements might apply.

     Note that we may designate all (or any portion) of the above
contribution as a QNEC. A QNEC is not subject to a vesting schedule.
That is, you are always 100% vested in any QNECs made on your behalf.

     Note also that you will share in any QNEC made only if you
are a non-highly compensated employee.

What compensation is used to determine my Plan benefits?

     For the purposes of the Plan, compensation has a special meaning.
Compensation is defined as your total compensation that is paid to you by
us during the Plan Year and reported on your W-2 form. Your compensation
includes any salary deferrals that you make to a 401(k) plan, a Section
457 plan, or a Section 125 cafeteria plan.

     Special rules apply if you are only a participant in the Plan for a
portion of the Plan Year. This will happen if, for any reason, you begin
participating in the Plan as of a date other than the first day of the
Plan Year. If this happens, your compensation will be recognized only for
the period in which you are actually a participant in the Plan.



                                       6

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Is there a limit on the amount of compensation that can be considered?

     For Plan Years beginning on and after January 1, 2004, the amount
of annual compensation that may be taken into consideration for Plan
purposes is $205,000. This amount may be adjusted after 2004 for cost-
of-living increases.

Are there limits on how much can be contributed to my account each year?

     Generally, the law imposes a maximum limit on the amount of
contributions you may receive in the Plan. This limit applies to all
contributions we make on your behalf, all
contributions you make to the Plan, and any other amounts allocated to
any of your accounts during the Plan Year (such as forfeitures),
excluding earnings. Beginning in 2004, this total cannot exceed the
lesser of $41,000 or 100% of your annual compensation. The dollar limit
may be adjusted after 2004 for cost-of-living increases.

May I "roll over" payments from other retirement plans or IRAs?

     At the discretion of the Administrator, you may be permitted to
deposit into the Plan distributions you have received from other plans
and certain IRAs. Such a deposit is called a "rollover" and may result in
tax savings to you. You may ask your prior plan administrator or trustee
to directly transfer (a "direct rollover") to this Plan all or a portion
of any amount that you are entitled to receive as a distribution from a
prior plan. Alternatively, if you received a
distribution from a prior plan, you may elect to deposit any amount
eligible for rollover within 60 days of your receipt of the distribution.
You should consult qualified counsel to determine if a rollover is
permitted and in your best interest.

     Your rollover will be placed in a separate account called a
"rollover account." You will always be 100% vested in your "rollover
account." This means that you will always be entitled to all of your
rollover contributions. Rollover contributions will be affected by any
investment gains or losses.

     You may withdraw the amounts in your "rollover account" at any time.

How is the money in the Plan invested?

     You will be able to direct the investment of your accounts in the
Plan. The Administrator will provide you with information on the
investment choices available to you, the frequency with which you can
change your investment choices, and other information. Periodically, you
will receive a benefit statement that provides information on your
account balance and your investment returns. If you have any questions about
the investment of your Plan accounts, please contact the Administrator (or
other Plan representative). To the extent you do not direct the investment of
your applicable Plan accounts, the Trustee or another designated person will
be responsible for the investment of those amounts. The Trustee or other
designated person will make investment decisions that are in the best
interests of you and other Plan participants.





                                       7

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                                  ARTICLE III
                              RETIREMENT BENEFITS

What benefits will I receive at normal retirement?

    You will be entitled to all of your account balances at your Normal
Retirement Age. However, the actual payment of your benefits may
generally not occur until you are entitled to a distribution under the
terms of the Plan.

     You will attain your Normal Retirement Age when you reach age 59 1/2.

What happens if I leave the Employer's workforce?

     This Plan is designed to encourage you to stay with us until
retirement. However, if you terminate employment for any reason
(including retirement) and the value of your vested benefit is less than
$5,000 (excluding amounts attributable to rollovers), then a distribution
will be made to you within a reasonable time after you terminate
employment.

     If your vested benefit exceeds $5,000 (excluding amounts
attributable to rollovers), you may elect to receive the benefit. The
distribution will then be made to you within a reasonable time after you
terminate employment and consent to the distribution.
See the question in Article V entitled "How will my benefits be
paid?" for a further explanation of how benefits are paid from the
Plan.

     If your employment terminates for reasons other than death,
disability, or retirement, you will be entitled to receive only your
"vested percentage" of your account balance. (See the question in this
Article entitled "What is my vested interest in my account?" for more
information regarding vesting.)

What is my vested interest in my account?

     You are always 100% vested (which means that you are entitled to
all of the amounts) in your account attributable to salary deferrals, as
well as in the following contributions:

_ rollover contributions.
_ QNEC contributions.

     Your "vested percentage" in your account attributable to your
matching and profit sharing contributions is determined under the
following schedules and is based on vesting Years of
Service. You will always, however, be 100% vested upon your Normal
Retirement Age. (See the question in this Article entitled "What benefits
will I receive at normal retirement?" for more
information.)


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                               Vesting Schedule
                          Profit Sharing Contributions


                         Years of Service   Percentage

                              Less than 1     0%
                                    1         0%
                                    2         25%
                                    3         50%
                                    4         75%
                                    5         100%
                                    6         100%
                                    7 or more 100%



                               Vesting Schedule
                            Matching Contributions

                         Years of Service   Percentage
                                 1              0%
                                 2              25%
                                 3              50%
                                 4              75%
                                 5              100%


How do I determine my Years of Service for vesting purposes?

     To earn a Year of Service, you must be credited with at least 1000
Hour(s) of Service during a Plan Year. (See the Article entitled "Hours
of Service" for more information on
receiving credit for Hours of Service.) The Plan contains specific rules
for crediting Hours of Service for vesting purposes. The Administrator
will track your service and will credit you with a Year of Service for
each Plan Year in which you are credited with the required Hour(s) of
Service, in accordance with the terms of the Plan. If you have any
questions regarding your vesting service, you should contact the
Administrator.

Does all my service count for vesting purposes?

     In calculating your vested percentage, all service you perform
for us will generally be counted. However, there are some exceptions
to this general rule.

     Break in Service rules. For vesting purposes, you have a Break in
Service if you complete less than 501 Hours of Service during the Plan
Year. However, if you are absent from work for certain leaves of absence
such as a maternity or paternity leave, you may be credited with 501
Hours of Service to prevent a Break in Service.

     The Administrator monitors the Break in Service rules and can
provide you with additional information on the effect of these
rules.


                                       9

<PAGE>




Does my service with another Employer count for vesting purposes?

     For vesting purposes, your Years of Service with Simonsen Iron
Works, Inc. will be counted.

As a veteran, will my military service count as service with the Employer?

     If you are a veteran and are reemployed under the Uniformed
Services Employment and Reemployment Rights Act of 1994, your qualified
military service may be considered service with us. If you may be
affected by this law, ask your Administrator for further details.

What happens to the non-vested portion of a terminated participant's account?

     If you are not vested or are partially vested in your account
balance when you leave, the non-vested portion of your account balance
will be forfeited on the earlier of:
(a) 	the distribution of your entire vested account balance, or
(b) 	your incurring five consecutive one-year Breaks in Service.

     Forfeitures may be used by the Plan for several purposes such as
the payment of Plan expenses.

     Forfeitures of matching contributions that are not used to pay
Plan expenses are used to reduce the amount that we must contribute as
a matching contribution.

     Forfeitures of profit sharing contributions that are not used to
pay Plan expenses are used to reduce the amount that we must contribute
as a profit sharing contribution.

What happens to my non-vested account balance if I'm rehired?

     If you return to service with us, your Years of Service before you
left will count as vesting service with respect to future contributions made
to the Plan. In addition, your Years of Service that you complete after your
reemployment will count as vesting service with respect to
contributions made prior to your termination provided you did not incur
five consecutive Breaks  in Service.

     If you received a distribution of your entire vested account balance
and are reemployed, you may have the right to repay this distribution. If
you repay the entire amount of the
distribution, we will restore your account balance with your forfeited
amount. You must repay this distribution within five years from your date
of reemployment, or, if earlier, before you incur five consecutive Breaks
in Service. If you were fully vested when you left, you do not have the
opportunity to repay your distribution.

     Note that if you received a "deemed" distribution because you
were totally nonvested when you terminated your employment, your
nonvested benefit will automatically be restored within a reasonable
time following your reemployment, provided you have not incurred five
consecutive Breaks in Service.

                                       10


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                                  ARTICLE IV
                              DISABILITY BENEFITS

How is disability defined?

     In the Plan, disability is defined as a physical or mental
condition that renders you either unable to perform the duties of your
customary position of employment for an indefinite period, or incapable
of continuing any gainful occupation, and that the Administrator
considers will be of long continued duration. You will also be considered
disabled if you permanently lose the use of a part or function of your
body or are permanently disfigured, and you terminate your
employment. Your disability will be determined by the Administrator, who
may request a physical examination by a licensed physician.

What happens if I become disabled?

     If you become disabled while a participant, you will be entitled to
100% of your account balance. However, the actual payment of your
benefits may generally not occur until you are entitled to a
distribution under the terms of the Plan.

                                  ARTICLE V
                            FORM OF BENEFIT PAYMENT

How will my benefits be paid?

     All distributions from the Plan will be made in one lump-sum
payment in cash or, in certain circumstances, in property. If your
vested benefit in the Plan exceeds $5,000 (excluding amounts
attributable to rollovers), you must consent to the distribution before
it may be made. If your vested benefit in the Plan does not exceed
$5,000 (excluding amounts attributable to rollovers), your consent is
not required in order to distribute your benefit to you.

                                       11


<PAGE>



May I delay the receipt of benefits?

     Yes, you may delay the receipt of benefits unless a distribution is
required to be made, as explained earlier, because your vested benefit in
the Plan does not exceed $5,000 (excluding amounts attributable to
rollovers). However, in addition to the benefit payment mentioned above,
there are rules that require that certain minimum distributions be made
from the Plan. If you are a more than 5% owner of the Employer,
distributions are required to begin not later than the April 1st
following the end of the year in which you reach age 70 1/2. If you are
not a more than 5% owner of the Employer, distributions are required to
begin not later than the April 1st following the later of the end of the
year in which you reach age 70 1/2 or retire. You should see the
Administrator if you feel you may be affected by these rules.
Note that if you: (i) do not own more than 5% of the Employer;
(ii) attained age 70 1/2 prior to 1997; (iii) had begun receiving
required minimum in-service distributions before 1997; and (iv) have not
separated from service, you may elect to discontinue receiving those
distributions. Distributions will then be made when you terminate your
employment.

                                  ARTICLE VI
                                DEATH BENEFITS

What happens if I die while working for the Employer?

     If you die while still employed by us, your entire account balance
will be used to provide your beneficiary with a death benefit.

Who is the beneficiary of my death benefit?

     If you are married at the time of your death, your spouse will be
the beneficiary of the entire death benefit unless an election is made to
change the beneficiary. IF YOU WISH TO DESIGNATE A BENEFICIARY OTHER THAN YOUR
SPOUSE, YOUR SPOUSE MUST IRREVOCABLY CONSENT TO WAIVE ANY RIGHT TO THE DEATH
BENEFIT. YOUR SPOUSE'S CONSENT MUST BE IN WRITING, BE WITNESSED BY A NOTARY OR
A PLAN REPRESENTATIVE, AND ACKNOWLEDGE THE SPECIFIC NONSPOUSE  BENEFICIARY.

     If you are married, you have named someone other than your spouse
to be your beneficiary as described in the preceding paragraph, and
wish to again change your beneficiary designation, your spouse must
again consent to the change, unless you are changing your designation
to name your spouse as your beneficiary. In addition, you may elect a
beneficiary other than your spouse without your spouse's consent if
your spouse cannot be located.

     If you are not married, you may designate your beneficiary on a
form to be supplied to you by the Administrator.


                                       12


<PAGE>



In the event no valid designation of beneficiary exists, or if the
beneficiary is not alive at the time of your death, the death benefit
will be paid in the following order of priority to:

(a) 	Your surviving spouse;

(b) 	Your children, including adopted children, per stirpes;

(c) 	Your surviving parents, in equal shares; or

(d) 	Your estate.

How will the death benefit be paid to my beneficiary?

     The death benefit will be paid to your beneficiary in a
single lump-sum payment. When must the last payment be made to my
beneficiary?

     If your designated beneficiary is a person (rather than your estate
or some trusts) then minimum distributions of your death benefit must
generally begin by the end of the year following the year of your death
("1-year rule) and must be paid over a period not extending
beyond your beneficiary's life expectancy. If your spouse is the
beneficiary, then under the "1-year rule" the start of payments may be
delayed until the year in which you would have
attained age 70 1/2 unless he or she elects to begin distributions over
his or her life expectancy before then. However, instead of the "1-year
rule" your beneficiary may elect to have the entire
death benefit paid by the end of the fifth year following the year of
your death (the "5-year rule"). Generally, if your beneficiary is not
a person, your entire death benefit must be paid under  the "5-year rule".

     Since your spouse has certain rights in the death benefit, you
should immediately report any change in your marital status to the
Administrator.

What happens if I'm a participant, terminate employment, and die before
receiving all my benefits?

     If you terminate employment with us and subsequently die, your
beneficiary will be entitled to the vested percentage of your
remaining account balance at the time of your death.


                                       13


<PAGE>


                                  ARTICLE VII
                            IN-SERVICE DISTRIBUTIONS

Can I withdraw money from my account while working?

     You may receive a distribution from the Plan prior to your
termination of employment if you satisfy certain conditions. These conditions
are described below.  However, this distribution will reduce the value of
the benefits you will receive when you retire.  Any in-service distribution
is made at your election and will be made in accordance with the forms of
distribution available in the Plan.

      Also, the law restricts any pre-retirement distribution from
certain accounts maintained for you in the Plan before you reach age 59
1/2. These accounts are generally the ones set up to receive your salary
deferrals and other Employer contributions that are used to satisfy
special rules for 401(k) plans.

      You may request an in-service distribution from the following account(s):

      _ Your salary deferrals once you reach age 59 1/2.

      _ Your salary deferrals once you have become disabled under the
        terms of the Plan.

      _ Your profit sharing and/or matching contributions as follows:

        _ once all of the following condition(s) have been met:
        _ you have attained age 59 1/2.

          _ you are 100% vested in your account.
          _ once you become disabled under the terms of the Plan.

        _ Your QNECs once you attain age 59 1/2.

        _ Your QNECs once you have become disabled under the terms of the Plan.

        _ Your rollover contributions, if any, at any time.

Can I withdraw money from my account in the event of financial hardship?

     Yes, if you satisfy certain conditions. This hardship distribution
is not in addition to your other benefits and will therefore reduce the
value of the benefits you will receive at retirement.


                                       14




     You may request a hardship withdrawal from the following amounts:

     Your salary deferrals

     A hardship distribution may be made to satisfy certain immediate
and heavy financial needs that you have. A hardship may only be made
for payment of the following:

_ Expenses for medical care (described in Section 213(d) of the
Internal Revenue Code) previously incurred by you or your dependent
or necessary for you or your dependent to obtain medical care;

_ Costs directly related to the purchase of your principal
residence (excluding mortgage payments);

_ Tuition, related educational fees, and room and board expenses for the
next twelve (12) months of post-secondary education for yourself, your spouse
or dependent;

_ Amounts necessary to prevent your eviction from your
principal residence or foreclosure on the mortgage of your
principal residence.

     If you have one of the above expenses, a hardship distribution
can be made only if you certify and agree that all of the following
conditions are satisfied:

_ The distribution is not in excess of the amount of your immediate
and heavy financial need. The amount of your immediate and heavy
financial need may include any amounts necessary to pay any
federal, state, or local income taxes or penalties reasonably
anticipated to result from the distribution;

_ You have obtained all distributions, other than hardship
distributions, and all nontaxable (at the time of the loan) loans currently
available under all plans maintained by your Employer;

_ That your salary deferrals will be suspended for at least six
(6) months after your receipt of the hardship distribution.
In addition to these rules, there are restrictions placed on
hardship distributions that are made from your salary deferrals. Any
hardship distribution from these amounts will be limited, as of the date
of distribution, to the balance of your salary deferral account, as of
the end of the last Plan Year ending before July 1, 1989, plus your total
salary deferrals after such date, reduced by the amount of any previous
distributions made to you from your salary deferral account. Ask the
Administrator if you need further details.

Are there any limitations that apply to the in-service distributions described
above?

     Yes. The number of in-service distributions that you may take in a
Plan Year is limited and is indicated on the in-service withdrawal
form.



                                       15


<PAGE>



                                  ARTICLE VIII
                         TAX TREATMENT OF DISTRIBUTIONS

What are my tax consequences when I receive a distribution from the Plan?

     Generally, you must include any Plan distribution in your taxable
income in the year in which you receive the distribution. The tax
treatment may also depend on your age when you receive the distribution.
Certain distributions made to you when you are under age 59 1/2 could be
subject to an additional 10% tax.

Can I reduce or defer tax on my distribution?

     You may reduce, or defer entirely, the tax due on your distribution
through use of one of the following methods:

(a) 	The rollover of all or a portion of the distribution to an
Individual Retirement Account or Annuity (IRA) or another qualified employer
plan. This will result in no tax being due until you begin withdrawing funds
from the IRA or other qualified employer plan. The rollover of the
distribution, however, MUST be made within strict time frames
(normally, within 60 days after you receive your distribution).
Under certain circumstances all or a portion of a distribution (such as a
hardship distribution) may not qualify for this rollover treatment. In
addition, most distributions will be subject to
mandatory federal income tax withholding at a rate of 20%. This
will reduce the amount you actually receive. For this reason, if you wish to
roll over all or a portion of your distribution amount, the direct transfer
option described in paragraph (b) below would be the better choice.

(b)     For most distributions, you may request that a direct transfer
(sometimes referred to as a direct rollover) of all or a portion of a
distribution be made to either an Individual Retirement Account or Annuity
(IRA) or another qualified employer plan willing to
accept the transfer. A direct transfer will result in no tax being
due until you withdraw funds from the IRA or other qualified employer plan.
Like the rollover, under certain circumstances all or a portion of the amount
to be distributed may not qualify for this direct transfer. If you elect to
actually receive the distribution rather than request a direct
transfer, then in most cases 20% of the distribution amount will be
withheld for federal income tax purposes.

     WHENEVER YOU RECEIVE A DISTRIBUTION, THE ADMINISTRATOR WILL
DELIVER TO YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER,
THE RULES THAT DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX
TREATMENT ARE VERY COMPLEX. YOU SHOULD CONSULT WITH QUALIFIED TAX
COUNSEL BEFORE MAKING A CHOICE.



                                       16


<PAGE>



                                  ARTICLE IX
                               HOURS OF SERVICE

What is an Hour of Service?

	An Hour of Service is:

        (a) 	each hour for which you are directly or indirectly
compensated by the Employer for the performance of duties during
the Plan Year;

        (b)     each hour for which you are directly or indirectly compensated
by the Employer for reasons other than the performance of duties
(such as vacation, holidays, sickness, disability, lay-off,
military duty, jury duty or leave of absence during the Plan Year);
and

        (c)     each hour for back pay awarded or agreed to by the Employer.

     You will not be credited for the same Hours of Service both under
(a) or (b), as the case may be, and under (c).

How are Hours of Service credited?

     You will be credited with your actual Hours of Service.

                                  ARTICLE X
                         YOUR PLAN'S "TOP-HEAVY RULES"

What is a "top-heavy" plan?

     A retirement plan that primarily benefits "key employees" is called
a "top-heavy plan." Key employees are certain owners or officers of our
organization. A Plan is generally a "top-heavy plan" when more than 60%
of the Plan's assets are in the accounts of key employees.

     Each year, the Administrator is responsible for determining
whether the Plan is a "top-heavy plan."

What happens if the Plan becomes "top-heavy"?

     If the Plan becomes top-heavy in any Plan Year, then non-key
employees will be entitled to certain "top-heavy minimum benefits," and
other special rules will apply. Among these top-heavy rules are the
following:

_ Your Employer may be required to make a contribution on your
behalf in order to provide you with at least "top-heavy minimum
benefits."

_ The following vesting schedule will apply to your matching
and profit sharing contributions:



                                       17

<PAGE>





                               Vesting Schedule

                      Years of Service     Percentage
                           Less than 1        0%
                                     1        0%
                                     2       25%
                                     3       50%
                                     4       75%
                                     5      100%
                             6 or more      100%

_ If you are a participant in more than one Plan, you may not be
entitled to "top-heavy minimum benefits" in both Plans.

                                  ARTICLE XI
                 PROTECTED BENEFITS AND CLAIMS PROCEDURES

Is my benefit protected?

     As a general rule, your interest in your account, including your
"vested interest," may not be alienated. This means that your interest
may not be sold, used as collateral for a loan, given away or otherwise
transferred. In addition, your creditors may not attach, garnish, or
otherwise interfere with your account.

Are there any exceptions to the general rule?

     There are two exceptions to this general rule. The Administrator
must honor a "qualified domestic relations order." A "qualified domestic
relations order" is defined as a decree or order
issued by a court that obligates you to pay child support or alimony, or
otherwise allocates a  portion of your assets in the Plan to your spouse,
former spouse, child, or other dependent. If a
qualified domestic relations order is received by the Administrator, all
or a portion of your benefits may be used to satisfy the obligation. The
Administrator will determine the validity of any domestic relations order
received. You and your beneficiaries can obtain, without charge, a
copy of the QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE from the
Administrator.

     The second exception applies if you are involved with the Plan's
administration. If you are found liable for any action that adversely
affects the Plan, the Administrator can offset your benefits by the
amount that you are ordered or required by a court to pay the Plan. All
or a portion of your benefits may be used to satisfy any such obligation
to the Plan.

Can the Plan be amended?

     Yes, we have the right to amend the Plan at any time. In no event,
however, will any amendment authorize or permit any part of the Plan
assets to be used for purposes other than the exclusive benefit of
participants or their beneficiaries. Additionally, no amendment will
cause any reduction in the amount credited to your account.

                                       18






What happens if the Plan is discontinued or terminated?

     Although we intend to maintain the Plan indefinitely, we reserve
the right to terminate the Plan at any time. Upon termination, no
further contributions will be made to the Plan and all amounts credited
to your accounts will become 100% vested. We will direct the
distribution of your accounts in a manner permitted by the Plan as soon
as practical. (See the question entitled "How will my benefits be paid?"
in Article V for a further explanation.) You will be notified if the
Plan is terminated.

How do I submit a claim for Plan benefits?

     Benefits will be paid to you and your beneficiaries without the
necessity of formal claims. However, if you think an error has been made
in determining your benefits, then you or your beneficiaries may make a
request for any Plan benefits to which you believe you are entitled. Any
such request should be in writing and should be made to the
Administrator.

     If the Administrator determines the claim is valid, then you will
receive a statement describing the amount of benefit, the method or
methods of payment, the timing of distributions, and other information
relevant to the payment of the benefit.

What if my benefits are denied?

     Your request for Plan benefits will be considered a claim for Plan
benefits, and it will be subject to a full and fair review. If your claim
is wholly or partially denied, the Administrator will provide you with a
written or electronic notification of the Plan's adverse determination.
This written or electronic notification must be provided to you within a
reasonable period of time, but not later than 90 days after the receipt
of your claim by the Administrator, unless the Administrator determines
that special circumstances require an extension of time for processing
your claim. If the Administrator determines that an extension of time for
processing is required, written notice of the extension will be furnished
to you prior to the termination of the initial 90day period. In no event
will such extension exceed a period of 90 days from the end of such
initial period. The extension notice will indicate the special
circumstances requiring an extension of time and the date by which the
Plan expects to render the benefit determination.
In the case of a claim for disability benefits, if disability is
determined by a physician chosen by the Administrator (rather than relying
upon a determination of disability for Social
Security purposes), then instead of the above, the Administrator will
provide you with written or electronic notification of the Plan's adverse
benefit determination within a reasonable period of
time, but not later than 45 days after receipt of the claim by the Plan.
This period may be extended by the Plan for up to 30 days, provided that the
Administrator both determines that such an extension is necessary due to
matters beyond the control of the Plan and notifies you,
prior to the expiration of the initial 45-day period, of the
circumstances requiring the extension of time and the date by which the Plan
expects to render a decision. If, prior to the end of the first
30-day extension period the Administrator determines that, due to matters
beyond the control of the Plan, a decision cannot be rendered within that
extension period, the period for making the determination may be extended
for up to an additional 30 days, provided that the Administrator
notifies you, prior to the expiration of the first 30-day extension
period, of the circumstances  requiring the extension and the date as of
which the Plan expects to render a decision. In the case
of any such extension, the notice of extension will specifically explain
the standards on which

                                       19


<PAGE>



entitlement to a benefit is based, the unresolved issues that prevent a
decision on the claim, and the additional information needed to resolve
those issues, and you will be afforded at least 45 days within which to
provide the specified information.

     The Administrator's written or electronic notification of
any adverse benefit determination must contain the following
information:

(a) 	The specific reason or reasons for the adverse determination.

(b) 	Reference to the specific Plan provisions on which the determination
is based.

(c) 	A description of any additional material or information necessary for
you to perfect the claim and an explanation of why such material or
information is necessary.

(d) 	Appropriate information as to the steps to be taken if you or your
beneficiary want
to submit your claim for review.

(e) 	In the case of disability benefits where the disability is determined
by a physician chosen by the Administrator:

        (i)     If an internal rule, guideline, protocol, or other
                similar criterion was relied upon in making the adverse
                determination, either the specific rule,
                guideline, protocol, or other similar criterion; or a
                statement that such rule, guideline, protocol, or other
                similar criterion was relied upon in making
                the adverse determination and that a copy of the rule,
                guideline, protocol, or other similar criterion will be
                provided to you free of charge upon request.

        (ii)    If the adverse benefit determination is based on a
                medical necessity or experimental treatment or similar
                exclusion or limit, either an explanation
                of the scientific or clinical judgment for the
                determination, applying the terms of the Plan to your medical
                circumstances, or a statement that such explanation will be
                provided to you free of charge upon request.

     If your claim has been denied or deemed denied, and you want to submit your
claim for review, you must follow the Claims Review Procedure below.

What is the Claims Review Procedure?

     Upon the denial of your claim for benefits, you may file your
claim for review, in writing, with the Administrator.

(a) 	YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 60 DAYS AFTER
YOU HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM
FOR BENEFITS, OR IF NO WRITTEN DENIAL OF YOUR CLAIM WAS PROVIDED,
NO LATER THAN 60 DAYS AFTER THE DEEMED DENIAL OF YOUR CLAIM.


                                       20

<PAGE>



     HOWEVER, IF YOUR CLAIM IS FOR DISABILITY BENEFITS AND
DISABILITY IS DETERMINED BY A PHYSICIAN CHOSEN BY THE
ADMINISTRATOR, THEN INSTEAD OF THE ABOVE, YOU MUST FILE THE CLAIM
FOR REVIEW NO LATER THAN 180 DAYS FOLLOWING RECEIPT OF
NOTIFICATION OF AN ADVERSE BENEFIT DETERMINATION.

(b) 	You may submit written comments, documents, records, and other
information relating to your claim for benefits.

(c) 	You may review all pertinent documents relating to the denial of your
claim and  submit any issues and comments, in writing, to the Administrator.

(d) 	You will be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information
relevant to your claim for benefits.

(e) 	Your claim for review must be given a full and fair review.
This review will take into account all comments, documents,
records, and other information submitted by you relating to your
claim, without regard to whether such information was submitted or
considered in the initial benefit determination.

     In addition to the Claims Review Procedure above, if your claim is
for disability benefits and disability is determined by a physician
chosen by the Administrator, then the Claims Review Procedure provides
that:

(a) 	Your claim will be reviewed without deference to the initial
adverse benefit determination and the review will be conducted by
an appropriate named fiduciary of the Plan who is neither the
individual who made the adverse benefit determination that is the
subject of the appeal, nor the subordinate of such individual.

(b) 	In deciding an appeal of any adverse benefit determination
that is based in whole or part on medical judgment, the appropriate
named fiduciary will consult with a health care professional who
has appropriate training and experience in the field of medicine
involved in the medical judgment.

(c) 	Any medical or vocational experts whose advice was obtained
on behalf of the Plan in connection with your adverse benefit
determination will be identified, without regard to whether the
advice was relied upon in making the benefit determination.

(d) 	The health care professional engaged for purposes of a
consultation in (b) above will be an individual who is neither an
individual who was consulted in connection with the adverse
benefit determination that is the subject of the appeal, nor the
subordinate of any such individual.

     The Administrator will provide you with written or electronic
notification of the Plan's  benefit determination on review. The Administrator
must provide you with notification of this denial within 60 days after the
Administrator's receipt of your written claim for review, unless
the Administrator determines that special circumstances require an
extension of time for processing your claim. If the Administrator determines
that an extension of time for processing is

                                       21


<PAGE>



required, written notice of the extension will be furnished to you prior
to the termination of the initial 60-day period. In no event will such
extension exceed a period of 60 days from the end of the initial period.
The extension notice will indicate the special circumstances requiring
an extension of time and the date by which the Plan expects to render
the determination on review. However, if the claim relates to disability
benefits and disability is determined by a physician chosen by the
Administrator, then 45 days will apply instead of 60 days in the
preceding sentences. In the case of an adverse benefit determination,
the notification will set forth:

(a) 	The specific reason or reasons for the adverse determination.

(b) 	Reference to the specific Plan provisions on which the benefit
determination is based.

(c) 	A statement that you are entitled to receive, upon request
and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to your
claim for benefits.

(d) 	In the case of disability benefits where disability is determined by a
physician chosen by the Administrator:

        (i)     If an internal rule, guideline, protocol, or other
                similar criterion was relied upon in making the adverse
                determination, either the specific rule,
                guideline, protocol, or other similar criterion; or a
                statement that such rule, guideline, protocol, or other
                similar criterion was relied upon in making
                the adverse determination and that a copy of the rule,
                guideline, protocol, or other similar criterion will be
                provided to you free of charge upon request.

        (ii)    If the adverse benefit determination is based on a medical
                necessity or experimental treatment or similar exclusion or
                limit, either an explanation of the scientific or clinical
                judgment for the determination, applying the terms of the Plan
                to your medical circumstances, or a statement that such
                explanation will be provided to you free of charge upon
                request.

     If you have a claim for benefits that is denied or ignored, in whole
or in part, you may file suit in a state or federal court. However, in
order to do so, you must file the suit no later than 180 days after the
Administrator makes a final determination to deny your claim.



                                       22


What are my rights as a Plan participant?

     As a participant in the Plan you are entitled to certain
rights and protections under ERISA. ERISA provides that all Plan
participants are entitled to:

(a) 	Examine, without charge, at the Administrator's office and at
other specified locations, all documents governing the Plan,
including insurance contracts and collective bargaining agreements;
and a copy of the latest annual report (Form 5500 Series) filed by
the Plan with the U.S. Department of Labor and available at the
Public Disclosure Room of the Employee Benefits Security
Administration.

(b) 	Obtain, upon written request to the Administrator, copies of
documents governing the operation of the Plan, including insurance
contracts and collective bargaining agreements, and copies of the
latest annual report (Form 5500 Series) and an updated SPD. The
Administrator may make a reasonable charge for copies.

(c) 	Receive a summary of the Plan's annual financial report. The
Administrator is required by law to furnish each participant with
a copy of this summary annual report.

(d) 	Obtain a statement telling you whether you have a right to
receive a pension at Normal Retirement Age and, if so, what your
benefits would be at Normal Retirement Age if you stop working
under the Plan now. If you do not have a right to a pension
benefit, the statement will tell you how many years you have to
work to earn a right to a pension. THIS STATEMENT MUST BE
REQUESTED IN WRITING AND IS NOT REQUIRED TO BE GIVEN MORE THAN
ONCE EVERY TWELVE (12) MONTHS. The Plan must provide this
statement free of charge.

     In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the Plan.
The people who operate your Plan, called "fiduciaries" of the Plan, have
a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including your Employer or any
other person, may fire you or otherwise discriminate against you in any
way to prevent you from obtaining a pension benefit or exercising your
rights under ERISA.

      If your claim for a pension benefit is denied or ignored, in whole
or in part, you have a right to know why this was done, to obtain copies
of documents relating to the decision without charge, and to appeal any
denial, all within certain time schedules.

     Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request a copy of Plan documents or the latest annual
report from the Plan and do not receive them within 30 days, you may file
suit in a federal court. In such a case, the court may require
the Administrator to provide the materials and pay you up to $110.00 a
day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Administrator.

     If you have a claim for benefits that is denied or ignored, in whole
or in part, you may file suit in a state or federal court. In addition,
if you disagree with the Plan's decision or lack thereof concerning the
qualified status of a domestic relations order or a medical child support
order, you


                                       23


<PAGE>



may file suit in federal court. You and your beneficiaries can obtain,
without charge, a copy of the qualified domestic relations order
procedures from the Administrator.

     If it should happen that the Plan's fiduciaries misuse the Plan's
money, or if you are discriminated against for asserting your rights,
you may seek assistance from the U.S.
Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these
costs and fees. If you lose, the court may order you to pay these costs
and fees if, for example, it finds your claim is frivolous.

What can I do if I have questions or my rights are violated?

     If you have any questions about the Plan, you should contact the
Administrator. If you have any questions about this statement, or about
your rights under ERISA, or if you need
assistance in obtaining documents from the Administrator, you should
contact the nearest office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in the
telephone directory or the Division of Technical Assistance and
Inquiries, Employee Benefits Security Administration, U.S. Department of
Labor, 200 Constitution Avenue, N.W.,
Washington, D.C. 20210. You may also obtain certain publications about
your rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.

                                  ARTICLE XII
                      GENERAL INFORMATION ABOUT THE PLAN

     There is certain general information that you may need to know
about the Plan. This information has been summarized for you in this
Article.

General Plan Information

     The full name of the Plan is Cycle Country Accessories Corporation
     401(k) Plan.

     Your Employer has assigned Plan Number 002 to your Plan.

     The provisions of the Plan become effective on March 1, 2004.

     The Plan's records are maintained on a twelve-month period of time.
This is known as the Plan Year. The Plan Year ends on September 30. Note
that there is a short Plan Year that begins on January 1, 2005 and ends
on September 30, 2005.

     Valuations of the Plan are generally made daily. Certain
distributions, such as required minimum distributions, are based on the
Anniversary Date of the Plan. This date is the last day of the Plan
Year.

     The Plan and Trust will be governed by the laws of Iowa to the
extent not governed by federal law.



                                       24


<PAGE>



     Benefits provided by the Plan are NOT insured by the Pension
Benefit Guaranty Corporation (PBGC) under Title IV of the Employee
Retirement Income Security Act of 1974 because the insurance provisions
under ERISA are not applicable to this type of Plan.

Employer Information

     The Plan sponsor's name, address, and identification number are:

     Cycle Country Accessories Corporation
     2188 Hwy. 86, P. O. Box 239
     Milford, Iowa 51351
     42-1204878

     Service of legal process may be made upon the Plan sponsor or your
Employer, if not the Plan sponsor. Service of legal process may also be
made upon the Trustee or Administrator.

Administrator Information

     The Plan's Administrator is responsible for the day-to-day
administration and operation of the Plan. For example, the Administrator
maintains the Plan records, including your account information, provides
you with the forms you need to complete for Plan participation and
directs the payment of your account at the appropriate time. The
Administrator will also allow you to review the formal Plan document and
certain other materials related to the Plan. If you have any questions
about the Plan and your participation, you should contact the
Administrator. The Administrator may designate other parties to perform
some duties of the Administrator.

     The Administrator has the complete power, in its sole
discretion, to determine all questions arising in connection with the
administration, interpretation, and application of the Plan (and any
related documents and underlying policies). Any such determination by
the Administrator is conclusive and binding upon all persons.

     The name, address, and business telephone number of the Plan's
Administrator are:

     Cycle Country Accessories Corporation
     2188 Hwy. 86, P. O. Box 239
     Milford, Iowa 51351
     712-338-2701

Trustee Information

     All money that is contributed to the Plan is held in a trust fund.
The Trustee is responsible for the safekeeping of the trust fund and must
hold and invest Plan assets in a prudent manner
and in the best interest of you and your beneficiaries. The trust fund
established by the Plan's  Trustee will be the funding medium used for the
accumulation of assets from which benefits will be distributed.




                                       25


<PAGE>



The names and address of the Plan's Trustees are:

     David J. Davis
     Ronald Hickman
     2188 Highway 86
     Milford, Iowa 51351

     The Trustees shall collectively be referred to as Trustee
throughout this Summary Plan Description.


                                       26


<PAGE>