<PAGE>   1
                                                                   EXHIBIT 10.14


MAI SYSTEMS CORPORATION
--------------------------------------------------------------------------------


                 METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA

                   METLIFE DEFINED CONTRIBUTION GROUP PROGRAM

                         401(k) PLAN ADOPTION AGREEMENT

                                       FOR

                                 MAI 401(k) PLAN





NON-STANDARDIZED 401(k)

FORM 009

NOVEMBER 29, 1994


      (C) Copyright 1994, MetLife Security Insurance Company of Louisiana
                              All rights reserved.



--------------------------------------------------------------------------------
METLIFE DEFINED CONTRIBUTION GROUP
<PAGE>   2
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

PART A - GENERAL INFORMATION

     A.1  EMPLOYER INFORMATION...............................................  1
     A.2  ADOPTION OR AMENDMENT OF PLAN......................................  2
     A.3  PLAN YEAR..........................................................  3

PART B - ELIGIBILITY, SERVICE AND ENTRY DATES

     B.1  ELIGIBILITY........................................................  4
     B.2  SERVICE RULES......................................................  5
     B.3  ENTRY DATES........................................................  7

PART C - CONTRIBUTIONS

     C.1  PARTICIPANT SAVINGS CONTRIBUTIONS..................................  8
     C.2  EMPLOYER MATCHING CONTRIBUTIONS.................................... 10
     C.3  EMPLOYER PROFIT SHARING CONTRIBUTIONS.............................. 15
     C.4  PLAN COMPENSATION.................................................. 18
     C.5  FORFEITURES........................................................ 21
     C.6  QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS.................. 21
     C.7  EMPLOYER SECURITIES................................................ 22
     C.8  INVESTMENT DIRECTION............................................... 22


                                                                               i
<PAGE>   3
PART D - VESTING, LOANS, WITHDRAWALS AND RETIREMENT DATES

     D.1  VESTING............................................................ 23
     D.2  LOANS.............................................................. 25
     D.3  IN-SERVICE WITHDRAWALS............................................. 26
     D.4  RETIREMENT DATES................................................... 30
     D.5  PLAN DISTRIBUTIONS................................................. 30

PART E - MISCELLANEOUS

     E.1  PLAN ADMINISTRATOR................................................. 32
     E.2  AMENDMENT PROCEDURES............................................... 32
     E.3  ADMINISTRATIVE MATTERS............................................. 33
     E.4  TOP-HEAVY STATUS................................................... 33
     E.5  PRESENT VALUE...................................................... 33
     E.6  RESPONSIBILITIES OF EMPLOYER....................................... 34
     E.7  TRUST AGREEMENT.................................................... 34
     E.8  IRS OPINION LETTER; OTHER PLANS.................................... 34

PART F - SIGNATURES

     F.1  EMPLOYER SIGNATURE................................................. 36
     F.2  ADOPTION BY RELATED EMPLOYERS...................................... 36


                                                                              ii
<PAGE>   4
APPENDIX A

FUNDING VEHICLES

     1.   Program Funding Vehicles............................................ 1


APPENDIX B

ADMINISTRATIVE MATTERS

     (1)  Changes in Participants' 401(k) or After-Tax Savings 
          Contributions Elections............................................. 2
     (2)  Discontinuance of 401(k) and/or After-Tax Savings Contributions..... 2
     (3)  Change of Investments............................................... 3
     (4)  Change in Investment of Future Contributions........................ 4
     (5)  Payroll Dates....................................................... 5
     (6)  In-Service Withdrawals.............................................. 5
     (7)  Withdrawals by Terminated Participants.............................. 6
     (8)  Automatic Joint And Survivor Annuity................................ 6
     (9)  Recordkeeping Expenses.............................................. 7
     (10) 404(c) Compliance................................................... 7
     (11) Employer Status..................................................... 8
     (12) Withdrawal Sequence................................................. 8
     (13) Prior Plan Contributions............................................ 9


APPENDIX C

EMPLOYER SECURITIES (ADMINISTRATIVE MATTERS)................................. 12


APPENDIX D

PARTICIPANT LOAN PROGRAM..................................................... 14


                                                                             iii
<PAGE>   5
By signing this Adoption Agreement, the Employer is adopting or amending a
401(k) Plan for the benefit of its eligible employees. The terms of the
Employer's Plan are contained in the METLIFE SECURITY INSURANCE COMPANY OF
LOUISIANA/METLIFE DEFINED CONTRIBUTION GROUP PROGRAM Defined Contribution Basic
Plan Document and in this Adoption Agreement.

The name of this plan is the MAI 401(k) Plan
                             ----------------
                              (insert name)

                          PART A - GENERAL INFORMATION

A.1     EMPLOYER INFORMATION

        Name of Employer: MAI Systems Corporation
        Address:          9601 Jeronimo Road
                          Irvine, CA 92618

        Type of business entity:    [ ] Sole Proprietorship    [ ] Partnership

                                    [X] Corporation            [ ] S Corporation

                                    [ ] Other (specify) ______________

        Employer tax identification number:  22-2554549

        Last day of Employer's taxable year:  December 31

        Name and telephone number
        of contact person:  Christine Young
                            (714) 598-6440


                                                                               1
<PAGE>   6
A.2     ADOPTION OR AMENDMENT OF PLAN

        By signing this Adoption Agreement the Employer

        [ ]     adopts a new Plan.

        [ ]     amends and restates the following Plan which is not an earlier
                METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA/METLIFE DEFINED
                CONTRIBUTION GROUP PROGRAM Adoption Agreement (INSERT NAME AND
                EFFECTIVE DATE OF PRIOR PLAN):

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

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

        [X]     amends and restates an earlier METLIFE SECURITY INSURANCE
                COMPANY OF LOUISIANA/METLIFE DEFINED CONTRIBUTION GROUP PROGRAM
                Adoption Agreement for this 401(k) Plan.

        The effective date of this (Check one) [ ] plan or [X] amendment is:
        1/1/98 (CANNOT BE EARLIER THAN THE FIRST DAY OF THE PLAN YEAR IN WHICH
        THE EMPLOYER SIGNS THIS ADOPTION AGREEMENT, EXCEPT AS PROVIDED IN THE
        FOLLOWING SENTENCE).


        If this is an amendment of a plan or an amendment and restatement of an
        earlier METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA/METLIFE DEFINED
        CONTRIBUTION GROUP PROGRAM adoption agreement, and such amendment is
        adopted no later than the last day of the Plan Year beginning on or
        after January 1, 1994, sections marked by an asterisk (*) will be
        effective as of the first day of the Plan year beginning after December
        31, 1992.

        NOTE: PARTICIPANT SAVINGS CONTRIBUTIONS MAY NOT BEGIN PRIOR TO THE DATE
        THIS PLAN IS ADOPTED.


                                                                               2
<PAGE>   7
A.3     PLAN YEAR

        Plan year will mean:

                [X]     the 12-consecutive month period which coincides with the
                        limitation year.

                [ ]     the 12-consecutive month period commencing on
                        _____________ (Insert date) and each anniversary
                        thereof.

        The limitation year is the calendar year unless another 12-month period
        is selected below:

                [ ]     the limitation year will be from _____________ to
                        _____________.


                                                                               3
<PAGE>   8
                  PART B - ELIGIBILITY, SERVICE AND ENTRY DATES

B.1     ELIGIBILITY

        Specify any service and/or age requirements for eligibility below.

        WAIVER OF REQUIREMENTS FOR NEW OR AMENDED PLAN.

        [ ]     Not Applicable.

        [X]     Each employee employed on the effective date is automatically
                eligible to participate. Employees hired after the effective
                date are eligible upon satisfying any service and/or age
                requirements specified below.

        [ ]     Each employee employed on the amendment date is automatically
                eligible to participate. Employees hired after the amendment
                date are eligible upon satisfying any service and/or age
                requirements specified below.

       *[ ]     The service and/or age requirements specified below are waived
                in the following enrollment periods conducted during each Plan
                Year:


        SERVICE.

        An employee must fulfill the following service requirement to become a
        participant:

                Minimum service 6 months. (Not more than 12 months.)

                               ____ days.

        IF THE YEAR(S) OF SERVICE SELECTED IS OR INCLUDES A FRACTIONAL YEAR, AN
        EMPLOYEE WILL NOT BE REQUIRED TO COMPLETE ANY SPECIFIED NUMBER OF HOURS
        OF SERVICE TO RECEIVE CREDIT FOR SUCH FRACTIONAL YEAR.


                                                                               4
<PAGE>   9
        AGE.

        An employee must fulfill the following age requirement to become a
        participant:

                Minimum age N/A. (Not greater than 21.)

        CLASS EXCLUSIONS. The following classes of employees are not eligible to
        participate (this may include employees of a related employer):

        N/A
        -----------

        -----------

B.2     SERVICE RULES

        (a)     Select one of the methods of measuring service below.

        [ ]     ELAPSED TIME METHOD. An employee's service will be determined
                using the elapsed time method.

        [X]     HOURS OF SERVICE METHOD. An employee's service will be
                determined by counting hours of service.

                The employee must complete 1,000 hours of service during a
                computation period to be credited with a year of service.
                (INSERT NUMBER; CANNOT EXCEED 1,000.)

                Hours of Service. An employee is credited with his actual hours
                of service. However, if the Employer checks one of the following
                boxes, an employee is credited with the number of hours
                specified:

                [ ]     10 hours per day
                [ ]     45 hours per week
                [ ]     95 hours per half month
                [X]     190 hours per month


                                                                               5
<PAGE>   10
        (b)     COMPUTATION PERIODS.

                For eligibility and vesting purposes, computation periods are
                used to measure an employee's years of service.

                [ ]     If checked, these rules apply:

                        (i)     For eligibility purposes, an employee's
                                computation periods are his first employment
                                year, the first plan year beginning within his
                                first employment year, and subsequent plan
                                years.

                        (ii)    For all other purposes, an employee's
                                computation periods are plan years.

                [X]     If checked, computation periods are an employee's
                        employment years.

        (c)     PREDECESSOR EMPLOYERS.

                Service with predecessor employers will only be treated as
                service with the Employer if such predecessor employers are
                listed below:

                Computerized Lodging Systems, Inc.
                Remanco
                Hotel Information Systems, but only for Hotel Information System
                employees who became MAI employees on August 10, 1996. Hotel
                Information Systems, Inc. Liquidating Trust, but only for former
                employees who became MAI employees prior to November 11, 1996.
                CIMPRO, but only for CIMPRO employees who became MAI employees 
                on March 7, 1997.

        (d)     RELATED EMPLOYERS.

                Years of service with the entities related to the employer in
                the manner described in Code Section 414(b), (c), (m), or (o)
                shall include years before such entities were so related only if
                such entities are listed below:

                Gaming Systems International


                                                                               6
<PAGE>   11
B.3     ENTRY DATES

        [X]     If checked, the effective or amendment date of the Plan is also
                an entry date.

        Indicate the plan's entry dates:

        [ ]     MONTHLY ENTRY DATES. The first day of each month is an entry
                date.

        [X]     QUARTERLY ENTRY DATES. The first day of each of the first,
                fourth, seventh and tenth months of the plan year is an entry
                date.

        [ ]     SEMI-ANNUAL ENTRY DATES. The first day of each of the first and
                seventh months of the plan year is an entry date.

        ENTRY DATE FOR SAVINGS CONTRIBUTIONS.

        An employee may elect to start making savings contributions on any entry
        date on or after the date he satisfies any minimum age and service
        requirements.

        ENTRY DATE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS.

        Each employee will become a participant for purposes of any Employer
        profit sharing contributions on the entry date when he first satisfies
        any minimum age and service requirements.

        OPTION FOR INITIAL ENTRY.

        [ ]     If checked, the requirement that an employee must wait until the
                entry date after his completion of any age or service
                requirements is waived for initial entry. Therefore,

                -       SAVINGS CONTRIBUTIONS. An employee may elect to start
                        making savings contributions on the date he satisfies
                        any minimum age and service requirements, or on any
                        subsequent entry date.


                                                                               7
<PAGE>   12
                -       EMPLOYER PROFIT SHARING CONTRIBUTIONS. An employee will
                        become a participant on the date he satisfies any
                        minimum age and service requirements.


                             PART C - CONTRIBUTIONS

C.1     PARTICIPANT SAVINGS CONTRIBUTIONS

        TYPES OF PARTICIPANT SAVINGS CONTRIBUTIONS; MINIMUM CONTRIBUTIONS.

        [ ]     Not Applicable.

        Eligible employees may make savings contributions as follows: (IN NO
        EVENT MAY THE MINIMUM CONTRIBUTION EXCEED 3% OF PLAN COMPENSATION.)

        [X]     401(k) savings contributions with a minimum contribution of 1%
                of plan compensation.

        [ ]     After-tax savings contributions with a minimum contribution of
                ___% of plan compensation.

        [ ]     401(k) savings contributions and after-tax savings
                contributions, at the election of the participant, with an
                overall minimum contribution not to exceed ___% of plan
                compensation. 

        OPTIONAL PARTICIPANT SAVINGS CONTRIBUTIONS FROM BONUS PAYMENTS.

        *A participant may also make [ ] 401(k) savings contributions and/or [ ]
        after-tax savings contributions from a bonus payment, subject to the
        following limits:

                [X]     Not Applicable.

                [ ]     A flat dollar amount not to exceed $___;

                [ ]     A percentage of the bonus amount not to exceed ___%.


                                                                               8
<PAGE>   13
                [ ]     The lesser of $ ___or ___% of the participant's bonus
                        amount.

                [ ]     The greater of $ ___or ___% of the participant's bonus
                        amount.

        LIMITATIONS ON AMOUNT OF PARTICIPANT SAVINGS CONTRIBUTIONS.
        Except as otherwise required by applicable law, an employee's savings
        contributions in a Plan year will be limited to the following
        percentages of the employee's Plan Compensation for the year:

        [ ]     Not Applicable.

        [X]     401(k) savings contributions: 15% of Plan Compensation.

       *[ ]     After-tax savings contributions: ___% of Plan Compensation.

       *[ ]     Overall limit on 401(k) and after-tax savings contributions:
                ___% of Plan Compensation.

        OPTION TO SUBSTITUTE AFTER-TAX CONTRIBUTIONS FOR 401(K) CONTRIBUTIONS.

        [ ]     *If checked, any participant whose 401(k) savings contributions
                are suspended by the $ 7,000 (as adjusted) limit may elect to
                substitute after-tax savings contributions for 401(k) savings
                contributions for the remainder of the plan year. (This box may
                only be checked if the plan permits both 401(k) savings
                contributions and after-tax savings contributions).


                                                                               9
<PAGE>   14
C.2     EMPLOYER MATCHING CONTRIBUTIONS

        [ ]     Not Applicable.

        [X]     The Employer will make matching contributions in accordance with
                the following provisions.

        AMOUNT.

        Check and complete one of the following:

        [ ]     MATCHING CONTRIBUTION FORMULA. The Employer will make a matching
                contribution equal to ___ cents for each one dollar of a
                participant's matchable savings contributions. However, the
                Employer will not make matching contributions on a participant's
                savings contributions above ___% of the participant's plan
                compensation to a maximum of $___.

        [ ]     The Employer will make a matching contribution equal to the
                following formula, specified in the blanks below.

                        Matching Contribution            For each one dollar
                        (insert desired amount of        of a Participant's
                        Employer's matching              Savings Contributions
                        contribution)                    up to
                      
                        _______________________(cent)    ___________________%
                      
                        _______________________(cent)    ___________________%
                      
                        _______________________(cent)    ___________________%
                      
                        _______________________(cent)    ___________________%
                      
                        _______________________(cent)    ___________________%


                                                                              10
<PAGE>   15
        [ ]     The Employer will make a matching contribution equal to the
                following formula specified in the blanks below:

                        Matching Contribution for each     For a Participant's
                        one dollar of the Participant's    [ ] Plan Compensation
                        matchable savings contributions    equal to
                        (insert desired amount of          [ ] Contribution
                        Employer's matching contribution)  equal to
                        ---------------------------------  ---------------------

                        _______________________(cent)      $___________________

                        _______________________(cent)      $___________________

                        _______________________(cent)      $___________________

                        _______________________(cent)      $___________________

                        _______________________(cent)      $___________________


        DISCRETIONARY SUPPLEMENTARY MATCHING CONTRIBUTIONS.

        [ ]     If checked, in any Plan year, the Employer in its discretion may
                make a supplemental matching contribution in addition to the
                matching amount elected ABOVE.

        [X]     *DISCRETIONARY MATCHING CONTRIBUTION. The Employer may make
                matching contributions in an amount determined each Plan year on
                behalf of each participant who makes matchable savings
                contributions. Discretionary matching contributions will be
                allocated in accordance with any one of the methods specified in
                the Plan.


                                                                              11
<PAGE>   16
        MATCHABLE SAVINGS.

        The Employer will make a matching contribution on the following
        participant savings contributions: (Check one or both)

        [X]     401(k) savings contributions.

        [ ]     After-tax savings contributions.

        *For purposes of determining matchable savings contributions, 401(k)
        savings contributions and/or after-tax savings contributions shall
        include all such contributions from whatever source collected, except
        the following:

        [ ]     401(k) savings contributions and/or after-tax savings
                contributions derived from payroll deductions.

        [ ]     401(k) savings contributions and/or after-tax savings
                contributions derived from bonus payments.

        [ ]     401(k) savings contributions derived from other arrangements,
                including cafeteria plans.

        *REGULAR MATCHING CONTRIBUTION PERIODS. With respect to matching
        contributions determined under a Matching Contribution formula or that
        are Discretionary Matching Contributions, the Employer will make such a
        matching contribution for each matching period. The matching period will
        be the following:

        [X]     Plan Year.                          [ ]     Quarterly.
        [ ]     Pay Period.                         [ ]     Semi-annually.
        [ ]     Monthly.

        DISCRETIONARY SUPPLEMENTARY MATCHING CONTRIBUTION PERIODS. The Employer
        will make a discretionary supplementary matching contribution for each
        matching period. The matching period will be the following:

        [ ]     Plan Year.                          [ ]     Quarterly.
        [ ]     Pay Period.                         [ ]     Semi-annually.


                                                                              12
<PAGE>   17
        [ ]     Monthly.


        *OPTIONAL EMPLOYMENT REQUIREMENT. A participant must satisfy the
        following requirements as of the end of each matching period in order to
        be eligible to receive matching contributions that are determined under
        a Matching Contribution formula or that are Discretionary Matching
        Contributions:

        [X]     A participant must be employed by the Employer on the last day
                of the regular matching contribution period to share in the
                allocation of Employer matching contributions for such period.

        [ ]     A participant must have completed at least ___ hours of service
                (cannot exceed 1,000) during the Plan year to share in the
                allocation of matching contributions for the Plan year. (CAN
                ONLY BE ELECTED IF THE REGULAR MATCHING CONTRIBUTION PERIOD IS
                THE PLAN YEAR).

        [ ]     A participant must be employed by the Employer on the last day
                of the Plan year and must have completed at least ___ hours of
                service (cannot exceed 1,000) to share in the allocation of
                matching contributions for the Plan year. (CAN ONLY BE ELECTED
                IF THE REGULAR MATCHING CONTRIBUTION PERIOD IS THE PLAN YEAR).

        EXCEPTION. A PARTICIPANT WHOSE EMPLOYMENT WITH THE EMPLOYER ENDS BECAUSE
        OF HIS RETIREMENT, DISABILITY, OR DEATH DURING THE REGULAR MATCHING
        CONTRIBUTION PERIOD IS NOT REQUIRED TO FULFILL THE FOREGOING EMPLOYMENT
        REQUIREMENT TO SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS FOR THE
        REGULAR MATCHING CONTRIBUTION PERIOD.

        [ ]     A participant who was employed at any point during the regular
                matching contribution period is entitled to share in the
                allocation of matching contributions for the regular matching
                contribution period.


                                                                              13
<PAGE>   18
        OPTIONAL EMPLOYMENT REQUIREMENT FOR DISCRETIONARY SUPPLEMENTARY MATCHING
        CONTRIBUTIONS.

        [ ]     A participant must be employed by the Employer on the last day
                of the discretionary supplementary matching contribution period
                to share in the allocation of discretionary supplementary
                matching contributions for such period.

        [ ]     A participant must have completed at least ________ hours of
                service (cannot exceed 1,000) during the Plan year to share in
                the allocation of discretionary supplementary matching
                contributions for the Plan year. (CAN ONLY BE ELECTED IF THE
                DISCRETIONARY SUPPLEMENTARY MATCHING CONTRIBUTION PERIOD IS THE
                PLAN YEAR).

        [ ]     A participant must be employed by the Employer on the last day
                of the Plan year and must have completed at least _________
                hours of service (cannot exceed 1,000) to share in the
                allocation of discretionary supplementary matching contributions
                for the Plan year. (CAN ONLY BE ELECTED IF THE DISCRETIONARY
                SUPPLEMENTARY MATCHING CONTRIBUTION PERIOD IS THE PLAN YEAR).

        EXCEPTION. A PARTICIPANT WHOSE EMPLOYMENT WITH THE EMPLOYER ENDS BECAUSE
        OF HIS RETIREMENT, DISABILITY, OR DEATH DURING THE DISCRETIONARY
        SUPPLEMENTARY MATCHING CONTRIBUTION PERIOD IS NOT REQUIRED TO FULFILL
        THE FOREGOING EMPLOYMENT REQUIREMENT TO SHARE IN THE ALLOCATION OF
        DISCRETIONARY SUPPLEMENTARY MATCHING CONTRIBUTIONS FOR THE DISCRETIONARY
        SUPPLEMENTARY MATCHING CONTRIBUTION PERIOD.

        [ ]     A participant who was employed at any point during a
                discretionary supplementary matching contribution period is
                entitled to share in the allocation of discretionary
                supplementary matching contributions for the discretionary
                supplementary matching contribution period.


                                                                              14
<PAGE>   19

C.3     EMPLOYER PROFIT SHARING CONTRIBUTIONS

        CONTRIBUTION

        [X]     Not Applicable.

        [ ]     For each plan year the employer will contribute an amount (if
                any) the employer determines either in its discretion or by a
                specific formula as elected by filling out the boxes below. Such
                employer contributions are called profit-sharing contributions
                even though the employer is not required to have current profits
                or accumulated earnings to make such a contribution.

                [ ]     DISCRETIONARY CONTRIBUTION FORMULA. For each plan year
                        the employer will contribute such amount (if any) as the
                        employer determines in its discretion.

                [ ]     PERCENTAGE CONTRIBUTION FORMULA. For each plan year the
                        employer will contribute   % of a participant's plan
                        compensation.

                [ ]     *UNIT CONTRIBUTION FORMULA. For each plan year, the
                        employer will contribute and allocate $ ___ per (CHECK
                        APPLICABLE BOX) [ ] hour, [ ] week, or [ ] month for
                        each eligible employee.

                [ ]     *MINIMUM CONTRIBUTION FORMULA. If the employer makes a
                        profit-sharing contribution for the plan year, the
                        employer will contribute and allocate: (CHECK ONE) [ ] a
                        minimum flat dollar amount of $ ___ ; or [ ] a minimum
                        percentage of ___% of each participant's plan
                        compensation for each participant who is entitled to
                        share in the allocation of profit sharing contributions
                        for such plan year.


                                                                              15
<PAGE>   20
        CONTRIBUTION PERIOD. The Employer will make a profit-sharing
        contribution for each contribution period. The contribution period will
        be the following:

        [ ]     Plan Year.

        [ ]     Pay Period.

        [ ]     Monthly.

        [ ]     Quarterly.

        [ ]     Semi-annually.

        ALLOCATION

        Employer profit sharing contributions will be allocated in accordance
        with the box checked below.

        [ ]     NON-INTEGRATED ALLOCATION FORMULA. Employer profit sharing
                contributions for a plan year are allocated under the
                non-integrated formula described in the plan document.

        [ ]     INTEGRATED ALLOCATION FORMULA. Employer profit sharing
                contributions for a plan year are allocated under the integrated
                formula described in the plan document.


                                                                              16
<PAGE>   21
        EMPLOYMENT REQUIREMENT FOR AN ALLOCATION.

        [ ]     Not Applicable.

        [ ]     A participant who was employed at any point during the
                contribution period is entitled to share in the allocation of
                profit sharing contributions for such period.

                (Check one or both of the following)

        [ ]     A participant must be employed by the Employer on the last day
                of the contribution period to share in the allocation of profit
                sharing contributions for such period.

        [ ]     A participant must have completed ___ hours of service (cannot
                exceed 1,000) with the employer during the plan year to share in
                the allocation of profit sharing contributions for such plan
                year. (Can only be elected if the contribution period is the
                Plan year).
                                                 

        EXCEPTION. A PARTICIPANT WHOSE EMPLOYMENT WITH THE EMPLOYER ENDS BECAUSE
        OF HIS RETIREMENT, DISABILITY OR DEATH DURING THE PLAN YEAR IS NOT
        REQUIRED TO FULFILL THE FOREGOING EMPLOYMENT REQUIREMENT TO SHARE IN THE
        ALLOCATION OF PROFIT SHARING CONTRIBUTIONS FOR SUCH PLAN YEAR.


                                                                              17
<PAGE>   22
C.4     PLAN COMPENSATION

        (a)     IN GENERAL. For all purposes, a participant's plan compensation
                means all amounts included in the definition of compensation
                checked below, which are paid to him by the employer, except as
                modified in (b), (c) and/or (d). However, plan compensation may
                not exceed $200,000, as adjusted for cost-of-living increases
                (for Plan Years beginning after December 31, 1988 and before
                January 1, 1994) or $150,000, as adjusted for cost-of-living
                increases in accordance with Section 401(a)(17)(B) of the Code
                (for Plan Years beginning after December 31, 1993).

                [X]     Wages, Tips and Other Compensation as reported on Form
                        W-2.

                [ ]     Compensation will mean 3401(a) wages.

                [ ]     Compensation will mean 415 safe harbor compensation.

                PARTICIPANT STATUS. Unless checked below, plan compensation
                shall be limited to the period in which an employee is eligible
                to participate in the plan.

                [ ]     For purposes of determining a participant's allocation
                        of the employer profit sharing contribution for the plan
                        year, plan compensation shall be considered whether or
                        not an employee is eligible to participate.

                [ ]     For purposes of applying the ACP/ADP tests, plan
                        compensation shall be considered whether or not an
                        employee is eligible to participate.

                DETERMINATION PERIOD. Unless checked below, plan compensation
                shall be based on compensation paid to the participant during
                the plan year.

                [ ]     Plan compensation shall be based on compensation which
                        is actually paid to the participant during the calendar
                        year ending with or within the plan year.

                FOR EMPLOYEES WHOSE DATE OF HIRE IS LESS THAN 12 MONTHS BEFORE
                THE END OF THE 12-MONTH PERIOD DESIGNATED, PLAN COMPENSATION
                WILL BE DETERMINED OVER THE PLAN YEAR.


                                                                              18
<PAGE>   23
        (b)     EXCLUSIONS. If checked below, a participant's plan compensation
                excludes the following checked items:

                NOTE: THE EXCLUSION OF BONUSES, COMMISSIONS, OVERTIME AND/OR
                OTHER ITEMS MAY NOT BE PERMITTED IF SUCH EXCLUSION(S) WOULD
                RESULT IN USING BY MORE THAN A DE MINIMIS AMOUNT A HIGHER
                PERCENTAGE OF TOTAL COMPENSATION FOR HIGHLY COMPENSATED
                EMPLOYEES THAN FOR NON-HIGHLY COMPENSATED EMPLOYEES. ALSO, DO
                NOT EXCLUDE ANY ITEMS (OTHER THAN A DOLLAR CAP WHICH IS ABOVE
                THE SOCIAL SECURITY WAGE BASE IN EFFECT FOR THAT YEAR) IF YOU
                ELECTED PROFIT SHARING CONTRIBUTIONS WITH AN INTEGRATED
                ALLOCATION FORMULA.

                [ ]     bonuses

                [ ]     commissions

                [ ]     overtime

                [ ]     compensation in excess of $ _____ for any plan year
                        (INSERT DESIRED AMOUNT; CANNOT EXCEED $150,000 AS
                        ADJUSTED FOR COST-OF-LIVING INCREASES.)

                [ ]     other items (SPECIFY):__________

                        ________________________________

        (c)     ELECTIVE DEFERRALS. Except for purposes of determining the
                amount of a participant's savings contributions and their
                related employer matching contributions, plan compensation

                [X]     shall include

                [ ]     shall NOT include

                employer contributions made pursuant to a salary reduction
                agreement or other arrangement which are not includible in gross
                income of the employee under Code sections 125, 402(e)(3),
                402(h) or 403(b).


                                                                              19
<PAGE>   24
        (d)     SAFE HARBOR EXCLUSIONS

                [ ]     Compensation will be reduced by the following items
                        (whether or not includable in gross income):
                        reimbursements or other expense allowances, fringe
                        benefits (cash and noncash), moving expenses, and,
                        except for amounts included under (c) above, deferred
                        compensation and welfare benefits.

                [X]     Compensation will NOT be reduced by the following items
                        (whether or not includable in gross income):
                        reimbursements or other expense allowances, fringe
                        benefits (cash and noncash), moving expenses, deferred
                        compensation, and welfare benefits.

        NOTE: THE EXCLUSION OF THE ITEMS IN (d) DESCRIBED ABOVE AUTOMATICALLY
        SATISFIES THE NONDISCRIMINATORY DEFINITION OF COMPENSATION REQUIREMENT
        WITHOUT FURTHER TESTING. IF YOU WANT TO AVOID THE NEED FOR TESTING THE
        DEFINITION OF COMPENSATION FOR DISCRIMINATION, YOU MUST CHECK ONE OF THE
        DEFINITIONS IN (a), MAKE ONE OF THE SELECTIONS IN (c) AND ONE OF THE
        SELECTIONS IN (d). DO NOT SELECT (b) IF YOU DO NOT WANT TO TEST YOUR
        DEFINITION OF COMPENSATION FOR DISCRIMINATION!


                                                                              20
<PAGE>   25
C.5     FORFEITURES

        Indicate the method for disposing of forfeitures.

        [ ]     Not Applicable.

        [ ]     *EXPENSE REDUCTION. If checked, any forfeitures arising during a
                plan year will first be applied to reduce administrative
                expenses properly payable by the plan and will then be applied
                in accordance with the election made below.

        [X]     CONTRIBUTION REDUCTION. Any forfeitures occurring during a plan
                year will be used first to reduce the amount the employer must
                contribute for the matching contribution. Any remaining
                forfeitures will be allocated as an additional employer profit
                sharing contribution, if the employer elected such contributions
                in C.3 above. If the employer did not elect profit sharing
                contributions, any remaining forfeitures will be allocated as a
                non-integrated profit sharing contribution.

        [ ]     REALLOCATION. Any forfeitures occurring during a plan year will
                be allocated as an additional employer profit sharing
                contribution, if the employer elected such contributions in C.3
                above. If the employer did not elect profit sharing
                contributions, any forfeitures occurring during a plan year will
                be allocated as a non-integrated profit sharing contribution.


C.6     QUALIFIED MATCHING AND NON-ELECTIVE CONTRIBUTIONS

        Qualified Matching Contributions will be taken into account as Elective
        Deferrals for purposes of calculating the Actual Deferral Percentages to
        the lower paid group to the extent needed to satisfy the ADP test.
        Qualified Non-elective Contributions will be taken into account as
        Elective Deferrals for purposes of calculating the Actual Deferral
        Percentages to the lower paid group to the extent needed to satisfy the
        ADP test and/or will be taken into account as employer matching
        contributions for purposes of calculating the Actual Contribution
        Percentages to the lower paid group to the extent needed to satisfy the
        ACP test.


                                                                              21
<PAGE>   26
C.7     EMPLOYER SECURITIES.

        [X]     Not Applicable.

        [ ]     The employer will permit investment in qualifying employer
                securities up to ___% of Plan assets.

*C.8    INVESTMENT DIRECTION

        Unless checked below, participants will exercise investment direction
        over 100% of the assets in all of the accounts under the plan.

        [ ]     The employer will exercise investment direction over the
                following accounts: (INDICATE PERCENTAGE AND ACCOUNT)


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

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


                                                                              22
<PAGE>   27
            PART D - VESTING, LOANS, WITHDRAWALS AND RETIREMENT DATES

D.1     VESTING

        100% VESTING IN SAVINGS CONTRIBUTIONS.

        Participants are 100% vested at all times in their savings contributions
        account (401(k) savings contributions and/or after-tax savings
        contributions).

        VESTING IN EMPLOYER MATCHING CONTRIBUTIONS.

        Participants are vested in employer matching contributions (if any) on
        their behalf in accordance with Option _3_ below.

        (INSERT 1, 2, OR 3; IF LEFT BLANK, OPTION 1 - FULL VESTING WILL APPLY).

        VESTING IN EMPLOYER PROFIT SHARING CONTRIBUTIONS.

        Participants are vested in employer profit sharing contributions (if
        any) on their behalf in accordance with Option N/A below.

        (INSERT 1, 2, OR 3; IF LEFT BLANK, OPTION 1 - FULL VESTING WILL APPLY).

        If different vesting options are chosen for Employer matching
        contributions and Employer profit sharing contributions, then one of the
        options must be Option 1.


                                                                              23
<PAGE>   28
        VESTING OPTIONS.

        The following vesting options are available:

                OPTION 1 - FULL VESTING. Participants are 100% vested at all
                times.

                OPTION 2 - CLIFF VESTING. Participants are 100% vested after
                completing N/A years of service (Insert number; cannot be
                greater than 5). For top-heavy plan years, 3 year cliff vesting
                applies if more favorable than the elected schedule.

                OPTION 3 - GRADED VESTING. Participants are vested in accordance
                with the following vesting schedule. (A participant's vested
                percentage is the percentage in column (2) or the percentage in
                column (3), whichever is greater. Spaces left blank are treated
                as zeros). For top-heavy plan years, the schedule in column (3),
                accelerated by one year, applies if more favorable than the
                elected schedule.


<TABLE>
<CAPTION>
                                     (1)                (2)              (3)
                                                                       Minimum
                                    Years             Vested          Required
                                 of Service         Percentage       Percentage
                                 ----------         ----------       ----------
<S>                              <C>                <C>              <C>

                                 Less than 1             0%               0%
                                 At least 1             33%               0%
                                 At least 2             66%               0%
                                 At least 3            100%              20%
                                 At least 4            100%              40%
                                 At least 5            100%              60%
                                 At least 6            100%              80%
                                 At least 7            100%             100%
</TABLE>


                                                                              24
<PAGE>   29
        YEARS OF SERVICE EXCLUDED IN DETERMINING VESTED PERCENTAGES.

        [X]     Not Applicable.

        (CHECK ONE, BOTH, OR NONE.)

        [ ]     Years completed before the effective date of this plan (or a
                predecessor plan).

        [ ]     Years completed before the participant's ____ birthday (insert
                birthday not greater than 18th).

D.2     LOANS

        [ ]     Loans to participants from the plan are NOT permitted.

        [X]     Loans to participants from the plan are permitted.

                *[ ]    Employees who have made rollover contributions to the
                        Plan but have not yet satisfied the Plan's eligibility
                        requirements may take loans from their rollover
                        contributions accounts.

                [X]     Employees who have made rollover contributions to the
                        Plan but have not yet satisfied the Plan's eligibility
                        requirements may not take loans from their rollover
                        contributions accounts.


                                                                              25
<PAGE>   30
D.3     IN-SERVICE WITHDRAWALS

        The following provisions will govern the availability of in-service
        withdrawals from a participant's accounts. See Article 12 of the plan
        document for additional details, including definitions and limitations.

        (a)     401(k) SAVINGS CONTRIBUTIONS.

                [ ]     *A participant may NOT make in-service withdrawals of
                        401(k) savings contributions.

                [X]     A participant may make an in-service withdrawal of
                        401(k) savings contributions for a financial hardship.
                        ANY SUCH WITHDRAWAL IS SUBJECT TO A 12-MONTH SUSPENSION
                        OF 401(k) CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS (IF
                        APPLICABLE).

                        [X]     The suspension of 401(k) savings contributions
                                and after-tax savings contributions will NOT
                                apply to withdrawals made after a participant
                                attains age 59 1/2.

                        [ ]     The suspension of 401(k) savings contributions
                                and after-tax savings contributions applies to
                                withdrawals made after a participant attains age
                                59 1/2.


                                                                              26
<PAGE>   31
        (b)     AFTER-TAX SAVINGS CONTRIBUTIONS. - NOT APPLICABLE

                [ ]     *A participant may NOT make withdrawals from after-tax
                        savings contributions.

                [ ]     A participant may make withdrawals from after-tax
                        savings contributions for any reason.

                        [ ]     If checked, a participant who makes withdrawals
                                of after-tax savings contributions may not make
                                401(k) savings contributions and after-tax
                                savings contributions for a period of ______
                                months (INSERT NUMBER, CANNOT EXCEED 12).

                                *[X]    The suspension of 401(k) savings
                                        contributions and after-tax savings
                                        contributions will NOT apply to
                                        withdrawals made after a participant
                                        attains age 59 1/2.

                                *[ ]    The suspension of 401(k) savings
                                        contributions and after-tax savings
                                        contributions applies to withdrawals
                                        made after a participant attains age 59
                                        1/2.


                                                                              27
<PAGE>   32
        (c)     EMPLOYER MATCHING CONTRIBUTIONS.

                [ ]     A participant may NOT make withdrawals from employer
                        matching contributions.

                [X]     A participant may make withdrawals from employer
                        matching contributions for a FINANCIAL HARDSHIP ONLY.

                [ ]     A participant may make withdrawals from employer
                        matching contributions for ANY REASON.

                [ ]     A participant who makes withdrawals from employer
                        matching contributions may not make 401(k) savings
                        contributions and after-tax savings contributions for a
                        period of ___ months (insert number, cannot exceed 12).

                       *[X]     The suspension of 401(k) savings contributions
                                and after-tax savings contributions will not
                                apply to withdrawals made after a participant
                                attains age 59 1/2.

                       *[ ]     The suspension of 401(k) savings contributions
                                and after-tax savings contributions applies to
                                withdrawals made after a participant attains age
                                59 1/2.

        (d)     EMPLOYER PROFIT SHARING CONTRIBUTIONS. - NOT APPLICABLE

                [ ]     A participant may NOT make withdrawals from employer
                        profit sharing contributions.

                [ ]     A participant may make withdrawals from employer profit
                        sharing contributions for FINANCIAL HARDSHIP only.

                [ ]     A participant may make withdrawals from employer profit
                        sharing contributions for ANY REASON.


                                                                              28
<PAGE>   33
        (e)     ROLLOVER CONTRIBUTIONS.

                [ ]     *A participant may NOT make withdrawals from rollover
                        contributions.

                [X]     *A participant may make withdrawals from rollover
                        contributions for any reason.

                        *[ ]    Employees who have made rollover contributions
                                to the Plan but have not yet satisfied the
                                Plan's eligibility requirements may make
                                withdrawals from their rollover contributions
                                accounts.

                        *[X]    Employees who have made rollover contributions
                                to the Plan but have not yet satisfied the
                                Plan's eligibility requirements may NOT make
                                withdrawals from their rollover contributions
                                accounts.

        (f)     WITHDRAWALS ON AND AFTER AGE 59 1/2 FOR ANY REASON.

                *[ ]    Withdrawals will continue only for the same reasons as
                        indicated in subsections (a), (b), (c), (d), or (e).

                [X]     Notwithstanding subsections (a) [X], (b) [ ], (c) [X],
                        (d) [ ], and/or (e) [ ], upon attaining age 59 1/2,
                        participants may make withdrawals from their accounts
                        FOR ANY REASON (up to the vested percentage of each such
                        account).


                                                                              29
<PAGE>   34
D.4     RETIREMENT DATES

        NORMAL RETIREMENT.

        A participant will be fully vested and may retire upon reaching age 65
        (CANNOT EXCEED 65).

        DISABILITY RETIREMENT.

        A participant will be fully vested and may retire before normal
        retirement upon becoming disabled.

        EARLY RETIREMENT.

        [X]     Not Allowed.

        [ ]     A participant will be fully vested and may retire prior to
                normal retirement upon reaching age ___ or, if later, completing
                ___ years of service.

D.5     PLAN DISTRIBUTIONS

        *CASH-OUT OF ACCOUNT BALANCE. If a Participant's total account balance
        does not exceed $ 3,500, then upon termination of employment, retirement
        following normal or early retirement date, or the occurrence of a
        disability retirement, the Employer

        [X]     Will distribute the Participant's account balance as soon as
                practicable in the form of a single sum.

        [ ]     Will delay distribution of the Participant's account balance
                until the Participant requests (or is required to begin to
                receive) a distribution under the Plan.


                                                                              30
<PAGE>   35
        *CONDITIONS ON DISTRIBUTIONS PAYABLE TO HIGHLY COMPENSATED EMPLOYEES.

        [X]     No Restriction.

        [ ]     No distribution in the form of a single sum may be made
                following termination of employment prior to early or normal
                retirement date with respect to a participant who is or was a
                highly compensated employee, unless such participant executes a
                covenant not to compete in a form acceptable to the employer.
                THIS BOX MAY NOT BE CHECKED UNLESS THIS PLAN IS NEWLY ADOPTED
                OR, IF AN AMENDED PLAN, THE DISTRIBUTION OF ACCOUNT BALANCES IN
                THE FORM OF A SINGLE SUM UPON TERMINATION OF EMPLOYMENT BEFORE
                NORMAL OR EARLY RETIREMENT AGE WAS NOT PERMITTED.

        WITHDRAWALS TO TERMINATING PARTICIPANTS.

        [X]     Not Allowed.

        [ ]     Any participant who has terminated employment with the employer
                and has not attained the plan's Required Beginning Date may make
                withdrawals of all or any portion of his vested account balance.

        *DISTRIBUTIONS TO MISSING PERSONS. If the Plan Administrator is unable
        to locate any person to whom an account balance under this plan is
        required to be distributed under the plan or by law, the plan
        administrator shall dispose of such person's account balance as follows:

        [X]     The plan administrator shall deposit such person's vested
                account balance into a federally-insured interest-bearing bank
                account for the benefit of such person.

        [ ]     Such person's account balance shall be forfeited in accordance
                with Section C.5 Forfeitures of this adoption agreement, subject
                to reinstatement if such person files a claim for benefits, the
                plan is required to commence distribution to such person
                pursuant to Section 401(a)(9) of the Code or upon the
                termination of the plan.


                                                                              31
<PAGE>   36
                             PART E - MISCELLANEOUS

E.1   PLAN ADMINISTRATOR

        The employer is the legal plan administrator under ERISA. Specify one or
        more officers, partners or employees of the employer to perform the
        functions of the plan administrator.


        George Bayz
        ----------------------------      -------------------------------
                                                     Signature
        Lewis Stanton
        ----------------------------      -------------------------------
                                                     Signature
        Christine Young
        ----------------------------      -------------------------------
                                                     Signature
        Catherine Grasso
        ----------------------------      -------------------------------
                                                     Signature
    

        Each person selected should submit a specimen signature above (add
        additional specimen signatures, if necessary). Any such appointment may
        be changed by written notice.

E.2     AMENDMENT PROCEDURES
        Unless otherwise provided below, the Employer may amend this Plan by
        having a person authorized by its Board of Directors complete a new
        adoption agreement following formal action of the Board of Directors. If
        another method of amending the plan is desired, please complete the
        following:

        1.      The following person(s) is (are) authorized to amend the Plan:

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

        2. The Plan may be amended in accordance with the following procedure:

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


                                                                              32
<PAGE>   37
E.3     ADMINISTRATIVE MATTERSError! Bookmark not defined.

        The plan administrator may establish rules governing such matters as the
        timing and frequency of changes in participants' 401(k) savings
        contributions or after-tax savings contributions elections, changes in
        participants' investment elections, loans or in-service withdrawals by
        participants, and the like, by so specifying in an appendix to this
        adoption agreement.

E.4     TOP-HEAVY STATUS

        Unless one of the optional top-heavy testing rules is elected below, the
        top-heavy tests are applied each year to determine whether the plan is
        top-heavy. If the plan is top-heavy, the requirements for top-heavy
        plans apply for that year (SEE ARTICLE 14 OF THE PLAN DOCUMENT), and
        there may be a requirement for minimum contributions on behalf of
        certain participants in addition to employer matching and/or profit
        sharing contributions. If the plan is not top-heavy for a plan year, the
        requirements do not apply for that year.

        [ ]     ASSUMED TOP-HEAVY. If checked, the plan is treated as if it is
                always top-heavy and the requirements for top-heavy plans apply
                each plan year.

        [ ]     ONCE TOP-HEAVY, ALWAYS TOP-HEAVY. If checked, the top-heavy
                tests are applied to determine whether the plan is top-heavy for
                a plan year. If the plan is not top-heavy, the requirements for
                top-heavy plans do not apply. If the plan is top-heavy, the
                requirements for top-heavy plans apply for that year and for all
                subsequent plan years whether or not the plan is actually
                top-heavy under the top-heavy tests; no further testing is
                needed.

E.5     PRESENT VALUE

        For purposes of establishing present value to compute the TOP HEAVY
        RATIO, any benefit shall be discounted only for mortality and interest
        under the value set forth in Section 14.2(h) of the plan unless based on
        the following:

        Interest Rate: ________________________%

        Mortality Table: ________________________


                                                                              33
<PAGE>   38
E.6     RESPONSIBILITIES OF EMPLOYER

        THE EMPLOYER UNDERSTANDS AND AGREES THAT, BY ESTABLISHING THIS PLAN, IT
        IS THE "PLAN ADMINISTRATOR" AND IT WILL BE ASSUMING CERTAIN DUTIES AND
        RESPONSIBILITIES UNDER TAX AND OTHER LAWS AS EMPLOYER MAINTAINING THE
        PLAN AND AS PLAN ADMINISTRATOR FOR WHICH NEITHER THE TRUSTEE NOR THE
        SPONSOR WILL BE RESPONSIBLE.

        THE EMPLOYER WARRANTS THAT IT HAS OBTAINED LEGAL AND TAX ADVICE TO THE
        EXTENT THE EMPLOYER DEEMS NECESSARY BEFORE SIGNING THIS ADOPTION
        AGREEMENT.

E.7     TRUST AGREEMENT

        By signing this adoption agreement, the employer establishes a trust to
        carry out the purposes of the plan. The terms of the trust, which is to
        be signed separately, are contained in the METLIFE SECURITY INSURANCE
        COMPANY OF LOUISIANA/METLIFE DEFINED CONTRIBUTION GROUP PROGRAM trust
        agreement which is incorporated by reference into this adoption
        agreement.

E.8     IRS OPINION LETTER; OTHER PLANS

        THE EMPLOYER MAY NOT RELY ON THE OPINION LETTER ISSUED BY THE NATIONAL
        OFFICE TO SHOW THAT THIS NON-STANDARDIZED PROTOTYPE PLAN IS QUALIFIED
        UNDER CODE SECTION 401. TO OBTAIN ASSURANCE OF PLAN QUALIFICATION, THE
        EMPLOYER MUST FILE AN APPLICATION WITH THE APPROPRIATE IRS KEY DISTRICT
        FOR A DETERMINATION THAT THIS PLAN IS QUALIFIED.

        If the employer adopts or maintains any other plan including a welfare
        benefit fund, as defined in Code Section 419(e) which provides
        post-retirement medical benefits allocated to separate accounts for key
        employees, as defined in Code Section 419(d)(3) or an individual medical
        account, as defined in Code Section 415(e)(2) under which amounts are
        treated as annual additions with respect to any participant in this
        plan, the interaction of the plans may require special provisions to
        coordinate limits on contributions and benefits and top-heavy minimum
        contributions and benefits.


                                                                              34
<PAGE>   39
        A.      If the participant is covered under another qualified defined
                contribution plan maintained by the employer, other than a
                master or prototype plan, provide the method under which the
                plans will limit total annual additions to the maximum
                permissible amount, and will properly reduce any excess amounts,
                in a manner that precludes employer discretion.

                [ ]     the provisions of section 13.3 through 13.6 of Article
                        13 will apply as if the other plan were a master or
                        prototype plan.

                [ ]     Other (specify):

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

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

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

        B.      If the participant is or has ever been a participant in a
                defined benefit plan maintained by the employer, provide the
                method you will use to satisfy Code Section 415(e). Such
                language must preclude employer discretion.

                The defined benefit plan benefit shall be reduced first, in
                accordance with

                section 11.02 of the defined benefit plan.


THIS ADOPTION AGREEMENT MAY BE USED ONLY IN CONJUNCTION WITH BASIC PLAN DOCUMENT
NO. 01.


                                                                              35
<PAGE>   40
F.1     EMPLOYER SIGNATURE

        Name of employer  MAI Systems Corporation
                          ----------------------------
        Signed
               ---------------------------------------

        Print name and title
                             -------------------------

        Date
             -------------

F.2     ADOPTION BY RELATED EMPLOYERS

        A requirement for continuing IRS qualification of this plan is that all
        employees of employers related to the employer must be eligible for
        participation unless such employees are excluded as a class under
        Section B.1 of this adoption agreement. For this purpose, employers are
        considered related if they are part of a controlled group (within the
        meaning of Code Section 414(b) or (c)) or affiliated service group
        (within the meaning of Code Section 414(m)) with the employer, or are
        aggregated with the employer in accordance with regulations under Code
        Section 414(o).

        By signing the adoption agreement, the employer represents that all such
        related employers listed below have adopted the plan (add additional
        signature pages if necessary). If other employers become related
        employers, the employer understands that they must also adopt the plan,
        unless the plan is amended specifically to exclude employees of such
        employers.

        The following employer adopts the plan:

        Name of related employer Gaming Systems International

        Employer identification number 
                                       ------------

        Signed
               --------------------------------------------------

        Print name and title
                             ------------------------------------

        Date
             ---------


                                                                              36
<PAGE>   41
The identifying number for the METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA
Defined Contribution Basic Plan document is 01 and for this adoption agreement
is 009. The sponsor of the prototype plan is METLIFE SECURITY INSURANCE COMPANY
OF LOUISIANA, 72 EAGLE ROCK AVENUE, EAST HANOVER, NEW JERSEY 10010, (201)
515-1579. The sponsor will notify you if the sponsor amends or discontinues this
prototype plan.






THE EMPLOYER SHOULD INSURE THAT THIS ADOPTION AGREEMENT HAS BEEN FILLED OUT
COMPLETELY AND


                                                                              37
<PAGE>   42
                                   APPENDIX A

                                FUNDING VEHICLES

1.      PROGRAM FUNDING VEHICLES


        [X]     METLIFE GUARANTEED FIXED INCOME ACCOUNT

        [X]     METLIFE STOCK MARKET INDEX GUARANTEE ACCOUNT

        [X]     METLIFE-STATE STREET RESEARCH CAPITAL APPRECIATION FUND

        [X]     STATE STREET RESEARCH STRATEGIC PORTFOLIOS: MODERATE


                                                                              38
<PAGE>   43
                                          APPENDIX B

                                    ADMINISTRATIVE MATTERS


(1)     CHANGES IN PARTICIPANTS' 401(k) OR AFTER-TAX SAVINGS CONTRIBUTIONS
        ELECTIONS

        Subject to the Plan's limitations and restrictions on the amount of
        401(k) and/or after-tax savings contributions by a participant, a
        participant may commence, increase, decrease or resume after a
        discontinuance, his 401(k) and/or after-tax savings contributions, by
        filing the appropriate form with the Plan Administrator. Any such change
        will be effective as follows: (CHOOSE ONE)

        [ ]     As of the first day of the first payroll period which is at
                least ___ days (INSERT PERIOD, FOR EXAMPLE 30 DAYS) after the
                participant files his change form.

        [X]     As of the first day of the first payroll period coinciding with
                or next following the first day of each CALENDAR QUARTER (Insert
                month, plan year quarter, plan year, etc.) which is at least 30
                days (INSERT PERIOD, FOR EXAMPLE 30 DAYS) after the participant
                files his change form.

        [ ]     Other (Describe)________________________

        The maximum number of such changes by a participant is as follows:

        [ ]     No Limits

        [X]     4 (Insert number, for example 1) per PLAN YEAR (Insert period).

(2)     DISCONTINUANCE OF 401(k) AND/OR AFTER-TAX SAVINGS CONTRIBUTIONS

        A participant who is making 401(k) and/or after-tax savings
        contributions may discontinue them by filing the appropriate form with
        the Plan Administrator. Any such discontinuance will be effective as of
        the first day of the first payroll period which is at least 30 days
        (INSERT PERIOD, FOR EXAMPLE 30 DAYS) after the participant files his
        discontinuance form. 


                                                                              39
<PAGE>   44
(3)     CHANGE OF INVESTMENTS

        A participant may change the investment of amounts already in his Plan
        accounts by filing the appropriate form with the Plan Administrator or,
        if permitted under the Employer's Plan, by using a telephone. PROCESSING
        OF ONE CHANGE MUST BE COMPLETED BEFORE A PARTICIPANT MAY MAKE ANOTHER
        CHANGE. Any such change will be processed as follows: (CHOOSE ONE)

        (a)     [X]     Daily, using the Benephone service and being connected
                        with a MetLife Representative.

                        [X]     Automated transfers through Benephone. (ONLY
                                AVAILABLE IF YOUR PLAN CAN ACCESS SAME DAY
                                TRADING):

        (b)     [ ]     As soon as reasonably practicable after the participant
                        files his change form, provided that the participant
                        must file the change form at least ___ days (INSERT
                        PERIOD, FOR EXAMPLE 30 DAYS) beforehand.

        (c)     [ ]     As soon as reasonably practicable after the first day of
                        the ___ (Insert period, for example month, quarter,
                        year) which is at least ___ days (Insert period, for
                        example 30 days) after the participant files his change
                        form.

                The maximum number of such changes by a participant is as
                follows:

                [ ]     No Limits

                [ ]     ___ (INSERT NUMBER, FOR EXAMPLE 1) per _____ (INSERT
                        PERIOD: EITHER MONTH, CALENDAR QUARTER OR CALENDAR HALF)


        PLEASE NOTE FOR SAME DAY TRADING: TRANSFERS WILL BE TRADED AT THE NET
        ASSET VALUE OR UNIT VALUE AT THE CLOSE OF BUSINESS OF THE CURRENT
        BUSINESS DAY ONLY IF INSTRUCTIONS ARE BOTH RECEIVED AND PROCESSED BY
        4:00 P.M. EASTERN TIME.


                                                                              40
<PAGE>   45
(4)     CHANGE IN INVESTMENT OF FUTURE CONTRIBUTIONS

        A participant may change the investment of future contributions to his
        accounts by filing the appropriate form with the Plan Administrator, or,
        if permitted under the Employer's Plan, by using a telephone. PROCESSING
        OF ONE CHANGE MUST BE COMPLETED BEFORE A PARTICIPANT MAY MAKE ANOTHER
        CHANGE. Any such change will be processed as follows:

        (a)     [X]     Daily, using the Benephone system and being connected to
                        a MetLife Representative.

                        [X]     Automated through Benephone. (ONLY AVAILABLE IF
                                YOUR PLAN CAN ACCESS SAME DAY TRADING).

        CHANGE WILL ONLY AFFECT CONTRIBUTIONS TAKEN FROM PAY PERIODS ON OR AFTER
        THE DATE OF CHANGE.

        (b)     [ ]     As soon as reasonably practicable after the participant
                        files his change form, provided that the participant
                        must file the change form at least ___ days (Insert
                        period, for example 30 days) beforehand.

        (c)     [ ]     As soon as reasonably practicable after the first day of
                        the ___ (INSERT PERIOD, FOR EXAMPLE MONTH, QUARTER,
                        YEAR) which is at least ___ days (INSERT PERIOD, FOR
                        EXAMPLE 30 DAYS) after the participant files his change
                        form.


                The maximum number of such changes by a participant is as
                follows:

                [ ]     No Limits. (Must be elected if "Automated through
                        Benephone".)

                [ ]     ___ (Insert number, for example 1) per ___ (Insert
                        period: either month, calendar quarter or calendar
                        half).


                                                                              41
<PAGE>   46
(5)     PAYROLL DATES

        [ ]     Not Applicable

        [X]     The date of the first payroll under MDCG is OCTOBER 6, 1995

        [X]     The first payroll tape or diskette will be received at MetLife
                on 10/13/95 (Insert approximate date) for the payroll period(s)
                ending as of 10/6/95 (Insert date).

(6)     IN-SERVICE WITHDRAWALS

        If in-service withdrawals are provided for in Section D.3 of this
        Adoption Agreement, a participant may request an in-service withdrawal
        from his Plan accounts by filing the required documents with the Plan
        Administrator. Any such in-service withdrawals are subject to the
        limitations and restrictions specified by the Plan (including
        limitations on the maximum in-service withdrawal balance and approval by
        the Plan Administrator in the case of hardship withdrawals). Payment of
        an in-service withdrawal will be processed as follows: (CHOOSE ONE)

        [X]     As soon as reasonably practicable after the participant files
                his in-service withdrawal request documents, provided that the
                participant must file such documents at least 30 days (Insert
                period, for example 30 days) beforehand.

        [ ]     As soon as reasonably practicable after the first day of the
                _____ (Insert period, for example month, quarter, year) which is
                at least ___ days (Insert period, for example 30 days) after the
                participant files his in-service withdrawal request documents.


        The maximum number of in-service withdrawals by a participant is as
        follows:

        [ ]     No Limits

        [X]     2 (Insert number, for example 1) per PLAN YEAR (Insert period).

        The minimum amount of an in-service withdrawal will be the lesser of:

        (a)     $ 1,000 ; or


                                                                              42
<PAGE>   47
        (b)     in the case of an in-service withdrawal for financial hardship,
                the amount necessary to meet the hardship.

        The maximum amount of an in-service withdrawal will be the lesser of:

        (a)     in the case of an in-service withdrawal for financial hardship,
                the amount necessary to meet the hardship,

        (b)     $ _____ (Indicate dollar restriction on total vested account
                balance AND/OR any particular contribution type).

        (c)     _____ % (Indicate percentage of the total vested account balance
                AND/OR any restrictions on withdrawing a particular contribution
                type).

(7)     WITHDRAWALS BY TERMINATED PARTICIPANTS

        [X]     Not Applicable.

        [ ]     Participants who have separated from service and have left all
                or a portion of their account balance in the Plan will be
                allowed to take unscheduled withdrawals from their accounts. The
                number of such withdrawals will be limited to:

                [ ]     No Limits.

                [ ]     _____ (Insert number) per ___ (Insert period).

(8)     AUTOMATIC JOINT AND SURVIVOR ANNUITY

        [ ]     The automatic form of distribution for married participants is
                the Joint & Survivor Annuity unless otherwise elected by the
                participant, with spousal consent. (THIS BOX MUST BE CHECKED IF
                PLAN PREVIOUSLY PROVIDED THE JOINT & SURVIVOR ANNUITY
                AUTOMATICALLY, FOR MARRIED PARTICIPANTS).

        [X]     Not Applicable; the automatic form of distribution is a lump sum
                payout unless otherwise elected by the participant.


                                                                              43
<PAGE>   48
(9)     RECORDKEEPING EXPENSES

        [X]     To be paid directly by the Employer.

        [ ]     To be deducted from participants' account balances in the
                following manner:

                [ ]     FLAT DOLLAR AMOUNT. Expenses will be deducted from each
                        participant's account prorata across all contributions
                        types and investment funds. The flat dollar amount will
                        be calculated by dividing the total expense amount by
                        the total number of participant records in the Plan at
                        the time the allocation is made. (Approximations may be
                        used).

                [ ]     RATIO METHOD. Expenses will be deducted from each
                        participant's account prorata across all contribution
                        types and investment funds in the ratio that each
                        participant's account balance bears to all participant's
                        account balances in the Plan at the time the allocation
                        is made.

        The expense allocation will be processed: (Choose one)

                [ ]     Quarterly

                [ ]     Semi-Annual

                [ ]     Annual

                [ ]     Other (Describe) _____________________________
                        ___________________________________

(10)    404(c) COMPLIANCE

        [ ]     The Employer DOES NOT WISH to seek ERISA Section 404(c)
                compliance.

        [X]     The Employer WISHES to comply with ERISA Section 404(c) as of
                10/1/95 (Insert date, not earlier then current date).

        [ ]     The Employer had previously complied with ERISA Section 404(c)
                as of ________ (Insert date) and wishes to continue compliance
                under the MetLife Defined Contribution Group program.


                                                                              44
<PAGE>   49
(11)    EMPLOYER STATUS

        [ ]     Employer IS NOT a part of a controlled group and/or affiliated
                service group as defined in Code Section 414(b), (c), (m) or
                (o).

        [X]     Employer IS part of a controlled group and/or affiliated service
                group as defined in Code Section 414(b), (c), (m) or (o).

                [X]     All members of the controlled group and/or affiliated
                        service group are included under this Plan.

(12)    WITHDRAWAL SEQUENCE

        Under the MetLife Defined Contribution Group program in-service
        withdrawals are normally taken from contribution types in order of
        "easiest access" to "most difficult access", while loan withdrawals are
        made in the reverse order.

        An example of the sequence of contribution types for an in-service
        withdrawal might be: Supplemental After-Tax, Basic After Tax, Rollover,
        Employer Profit Sharing, Employer Match, Supplemental Pre-Tax, Basic
        Pre-Tax.

        For loans the withdrawal sequence might be: Basic Pre-Tax, Supplemental
        Pre-Tax, Employer Match, Employer Profit Sharing, Rollover, After-Tax
        Basic, After-Tax Supplemental.

        THE ORDER IS DETERMINED BY THE EMPLOYER AND APPLIED TO ALL PARTICIPANTS'
        ACCOUNTS. PLEASE DISCUSS THE WITHDRAWAL SEQUENCES TO BE USED FOR YOUR
        PLAN WITH YOUR METLIFE PENSION ADMINISTRATOR.


                                                                              45
<PAGE>   50
(13)    PRIOR PLAN CONTRIBUTIONS (Prior to 10/1/95 (Insert date))

        [ ]     Not Applicable.

        [X]     Employer and/or employee contributions were permitted prior to
                the effective date of this amendment. Therefore, complete the
                following for each contribution type. ERISA ANTI-CUTBACK
                REGULATIONS PROHIBIT CHANGING THE PROVISIONS OF PRIOR
                CONTRIBUTIONS IF THE CHANGES APPLY MORE RESTRICTIVE CONDITIONS
                TO SUCH PRIOR CONTRIBUTIONS.

                (a)     401(K) SAVINGS CONTRIBUTIONS.

                [ ] Not Applicable.  [X] Will continue.  [ ] Will not continue.

                [X]     Will be subject to all the same provisions of this
                        Adoption Agreement.

                [ ]     Will not be subject to the same provisions of this
                        Adoption Agreement. Instead, (Specify differences,
                        particularly for in-service withdrawals, loans and
                        vesting)________________

                        _________________________________________


                (b)     AFTER-TAX CONTRIBUTIONS.

                [ ] Not Applicable.  [ ] Will continue.  [X] Will not continue.

                [ ]     Will be subject to all the same provisions of this
                        Adoption Agreement.

                [X]     Will not be subject to the same provisions of this
                        Adoption Agreement. Instead, (Specify differences,
                        particularly for in-service withdrawals, loans, vesting)
                        A PARTICIPANT MAY MAKE WITHDRAWALS FROM THEIR AFTER-TAX
                        CONTRIBUTION ACCOUNT FOR ANY REASON, WITH NO MINIMUM
                        AMOUNT OF WITHDRAWAL.


                                                                              46
<PAGE>   51
                (c)     EMPLOYER MATCHING CONTRIBUTIONS.

                [X] Not Applicable.  [ ] Will continue.  [ ] Will not continue.

                [ ]     Will be subject to all the same provisions of this
                        Adoption Agreement.

                [ ]     Will not be subject to the same provisions of this
                        Adoption Agreement. Instead, (Specify differences,
                        particularly for in-service withdrawals, loans, vesting)
                        _________________ ________________________


                (d)     EMPLOYER PROFIT SHARING CONTRIBUTIONS.

                [X] Not Applicable.  [ ] Will continue.  [ ] Will not continue.

                [ ]     Will be subject to all the same provisions of this
                        Adoption Agreement.

                [ ]     Will not be subject to the same provisions of this
                        Adoption Agreement. Instead, (Specify differences,
                        particularly for in-service withdrawals, loans, vesting)
                        _________________ ________________________


                                                                              47
<PAGE>   52
                (e)     INVESTMENT OF PRIOR PLAN ASSETS.


                [ ]     All into the Short Term Fixed Income Account until the
                        conversion is completed. As of the conversion,
                        participants' existing account balances will be invested
                        in accordance with the investment elections chosen by
                        participants for their future contributions and in
                        effect at the time of the conversion.

                [X]     Into the "same type" of investment funds offered under
                        the Plan prior to the effective date of this Adoption
                        Agreement. The Plan Administrator has determined the
                        "same investment types" to be:

                        From:                          To:

                        FIXED INCOME ACCOUNT           FIXED INCOME ACCOUNT
                        INDEX FUND                     INDEX FUND
                        CAPITAL APPRECIATION FUND      CAPITAL APPRECIATION FUND

                [ ]     Other (Specify)_____________________________
                        ____________________________________________
                        ____________________________________________

                (f)     EFFECTIVE DATES.

                        Original Plan Effective Date: 1991

                        Effective Date of changeover to MetLife Defined
                        Contribution Group program: 1991


                                                                              48
<PAGE>   53
                                   APPENDIX C
                               EMPLOYER SECURITIES
                            (ADMINISTRATIVE MATTERS)


1.      [X]     Plan DOES NOT PROVIDE for an Employer Company Stock Option (If
                checked do not complete the rest of this Appendix).

2.      [ ]     Plan PROVIDES for an Employer Company Stock Option.

                (a)     THE TRUSTEE FOR THE COMPANY STOCK FUND IS:

                        ____________________________________________
                        ____________________________________________

                (b)     COMPANY STOCK IS VALUED:

                        [ ]     Daily                 [ ]      Semi Annual

                        [ ]     Monthly               [ ]      Annual

                        [ ]     Quarterly             [ ]      Other

                (c)     INVESTMENT OF COMPANY STOCK: (Choose ALL that apply)

                        [ ]     Employer matching contributions must be
                                initially deposited to the Company Stock Option.
                                Thereafter, participants:

                        [ ]     may                   [ ]      may not

                                transfer such contributions to other funding
                                option.

                        [ ]     Employer profit sharing contributions must be
                                initially deposited to the Company Stock Option.
                                Thereafter, participants:

                        [ ]     may                   [ ]      may not

                        transfer such contributions to other funding options.
                [ ]     Employees MAY direct the investment of 401(k) and/or
                        after tax contributions and/or rollover accounts into
                        the Company Stock Option.


                                                                              49
<PAGE>   54
                        [ ]     Employees MAY NOT direct the investment of
                                401(k) and/or after-tax contributions an/or
                                rollover accounts into the Company Stock Option.

                        [ ]     All contribution types may be directed to the
                                Company Stock Option, at the participant's
                                election.

                (d)     DISTRIBUTIONS FROM THE COMPANY STOCK OPTION

                        [ ]     All distributions may be made in cash or in
                                kind, at the participant's option.

                        [ ]     All distributions will only be made in cash.

                        [ ]     In-service withdrawals and/or loans will only be
                                made in cash.

                        [ ]     Distributions upon separation of service will be
                                made in cash or in kind, at the participant's
                                option.

                        [ ]     No in-service withdrawals and/or loans my be
                                made from the Company Stock Option.

                (e)     COMPANY STOCK IS:

                        [ ]     Privately held

                        [ ]     Publicly held and listed on the: _______________
                                (Insert name(s) of stock exchange(s) and 
                                symbol(s)).

                (f)     DIVIDENDS:

                        [ ]     Not Applicable.

                        [ ]     Yes, where dividends are: (Choose one)

                        [ ]     Reinvested in cash.

                        [ ]     Reinvested in shares.


                                                                              50
<PAGE>   55
                                   APPENDIX D

                            PARTICIPANT LOAN PROGRAM


The MAI 401(k) PLAN permits loans to be made to all parties-in-interest. If
loans are permitted under Section D.2 of the Adoption Agreement, a participant
may request a loan from his Plan accounts by submitting the required form(s) to
the Plan Administrator. However, before any loan is made, Section 12.5 of the
Plan requires that a written loan program be established which sets forth the
rules and guidelines for making Participant loans. This document shall serve as
the required written loan program. In addition, the Plan Administrator may use
this document to serve as, or supplement, any required notice of the loan
program to parties-in-interest. The provisions of this loan program are to be
effective as of 10/1/95.

1.      The Plan Administrator is authorized to administer the Participant loan
        program. All applications for loans shall be made by a Participant to
        the Plan Administrator on forms which the Plan Administrator will make
        available for such purpose.

        Loans are available only to active participants and if elected in D.2 of
        the Adoption Agreement, to employees who have made rollover
        contributions to the Plan but have not yet satisfied the Plan
        eligibility requirements.


2.      All loan applications shall be considered by the Plan Administrator
        within a reasonable time after the Participant makes formal application.
        The Participant may also be required to provide such supporting
        information deemed necessary by the Plan Administrator.

        Payment of a loan will be processed as follows: (Choose one)

                [X]     As soon as reasonably practicable after the participant
                        files his loan request documents, provided that the
                        participant must file such documents at least 30 days
                        (Insert period, for example 30 days) beforehand.

                [ ]     As soon as reasonably practicable after the first day of
                        the _____ (Insert period: either month, quarter, year,
                        etc.) which is at least ___ days (Insert period, for
                        example 30 days) after the participant files his loan
                        request documents.


                                                                              51
<PAGE>   56
3.      The Plan Administrator shall determine whether a Participant qualifies
        for a loan, applying such criteria as a commercial lender of funds would
        apply in like circumstances with respect to the Participant. Such
        criteria shall include, but need not be limited to, the creditworthiness
        of the Participant and his general ability to repay the loan, the period
        of time such Participant has been employed by the Employer, whether
        adequate security has been provided for the loan, and whether the
        Participant agrees, as a condition for receiving the loan, to make
        repayments through direct, after-tax payroll deductions.

        Loans will be approved provided: (Choose one)

        [ ]     If there are any conditions you wish to impose you must let
                potential applicants know what they are; for example, the person
                has not gone bankrupt in the past or if they are in arrears on
                any current commercial loan.

                ___________________________________

                ___________________________________

        [X]     No limitations

        Loans shall be granted:  (Choose one)

        [ ]     Only in the event of a Participant's hardship or for the purpose
                of enabling a Participant to meet certain specified financial
                situations. For this purpose, a loan shall be authorized in the
                event of: significant health expenses or loss of income
                resulting from a prolonged illness, disability or death of the
                Participant or a member of his immediate family; establishing
                the principal residence of the Participant; or payment for a
                college education (including graduate studies) for the
                Participant or his dependents. The Plan Administrator shall
                determine whether a Participant qualifies for a loan under this
                paragraph.

        [X]     For any reason considered valid by commercial lenders in the
                geographic locale where the Participant resides and/or at the
                location of the plant employing the Participant.

4.      With regard to any loan made pursuant to this program, the following
        additional rule(s) and limitation(s) shall apply, in addition to such
        other requirements set forth in the Plan and this program:

        (a)     The maximum number of loan requests by a participant is 1
                (Insert number, for example 1) per plan year (Insert period, for
                example "plan year").


                                                                              52
<PAGE>   57
        (b)     The maximum number of loans to a participant that may be
                outstanding at any one time is: (Total cannot exceed 3)

                [X]     1 personal and/or home loans

                [ ]     ___ personal loans and ___ home loans

        (c)     The maximum term for a personal loan will be five years. If a
                participant requests a loan for the acquisition of a principal
                residence of the participant, then, at the participant's
                election, the maximum repayment period may be up to 30. (Not
                more than 30 years.)

        (d)     The minimum amount of each loan is $ 1,000. (Not more than
                $1,000.)

        (e)     The maximum amount of a loan cannot exceed the lesser of 50% of
                the participant's vested accrued account or $50,000 less the
                highest outstanding total loan balances during the previous 12
                month period, or a lower maximum of: (Insert any other
                restrictions, for example: the amount of the loan cannot exceed
                50% of the participant's vested Employer Contribution Account.)

                __________________________________________

                __________________________________________

        (f)     All loans made pursuant to this program shall be considered a
                directed investment from the account(s) of the Participant
                maintained under the Plan. Principal and interest will be
                amortized over the duration of the loan. All payments of
                principal and interest made by the Participant shall be credited
                only to the account(s) of such Participant.

        (g)     Loans may only be prepaid in full. Also, no loan may be prepaid
                prior to the date on which the twelfth monthly payment has been
                made. However, if the term of the loan is for a period of twelve
                months or less the loan may be prepaid in full at any time.

        (h)     Loan amounts will be withdrawn from a participant's account
                first by contribution type (based on the withdrawal sequence for
                loans elected by the Employer) and then pro rata across all
                funding options in which the applicable contribution type is
                invested. However, if the SDA account is a funding option
                offered under the Plan then the pro rata withdrawal across
                funding options will exclude withdrawal of the applicable
                contribution type from the SDA account. If the loan amount
                requested cannot be met by withdrawals from the contribution
                types invested in the other 


                                                                              53
<PAGE>   58
                funding options, withdrawal will then be made from the SDA
                account in order by contribution type.

        (i)     Loan repayments of principal and interest will be reinvested in
                accordance with the investment instructions then in effect for
                new contributions being made on behalf of the participant at
                that time. If loan repayments are being made for a participant
                who is not making new contributions, such loan repayments will
                be invested in accordance with the last investment instructions
                in effect prior to the participant's cessation of new
                contributions. Repayments will be deposited to contribution
                types in the reverse order from which the loan was withdrawn.

5.      Any loan granted or renewed under this program shall bear a reasonable
        rate of interest. In determining such rate of interest, the Plan shall
        require a rate of return commensurate with the prevailing interest rate
        charged on similar commercial loans under like circumstances by persons
        in the business of lending money. Such prevailing interest rate standard
        shall permit the Plan Administrator to consider factors pertaining to
        the opportunity for gain and risk of loss that a professional lender
        would consider on a similar arms-length transaction. In establishing the
        rate of interest, the Plan Administrator shall conduct a reasonable and
        prudent inquiry with professional lenders in the same geographic locale
        where the Participant resides and/or at the location of the plant
        employing the Participant to determine such prevailing interest rate for
        loans under like circumstances, or may elect to use the rate of interest
        established by the Trustee.

        The interest rate for the lifetime of the loan will be set as of the
        first day of each calendar quarter (Insert period, for example month,
        calendar quarter, etc.), and will be based on the Prime Rate set by
        United States Trust Company of New York (Insert name of commercial
        lender) plus N/A % (Insert percentage).

6.      The Plan shall require that adequate security be provided by the
        Participant before a loan is granted. For this purpose, the Plan shall
        consider a Participant's interest under the Plan to be adequate
        security, subject to such limitations as are imposed by Section 12.5(c)
        and (d) of the Plan. It shall be the policy of the Plan not to make
        loans which require security other than the Participant's vested
        interest in the Plan.

7.      A default shall occur upon the failure of a Participant to pay, after 90
        days, the interest and principal due for the 90 day period. In such
        event, the outstanding balance of the loan shall be immediately due and
        payable and will become taxable to the participant to the extent that
        the outstanding amount consists of tax deferred monies. However, since
        the Participant's account balance is the security for the defaulted
        loan, the Plan Administrator shall defer enforcement of its security
        interest until a distributable event occurs. If default of a loan has
        not occurred prior to termination of employment for any reason, then the
        Plan  


                                                                              54
<PAGE>   59
        Administrator's election below will determine whether or not the loan is
        immediately due and payable upon such termination of employment.

        [X]     If an active participant has an outstanding loan balance and
                leaves employment for any reason, then such outstanding loan
                balance is immediately due and payable within 30 days of such
                separation from service. (Participants should be advised to seek
                counsel concerning the tax implications.)

        [ ]     If an active participant has an outstanding loan balance and
                leaves employment for any reason then such outstanding loan
                balance may continue to be repaid according to the same
                repayment schedule in effect prior to separation of service, as
                long as the terminated participant leaves all or a portion of
                his account balance in the Plan. (IF THIS OPTION IS CHOSEN, THE
                PLAN ADMINISTRATOR MUST AGREE THAT LOAN REPAYMENTS MAY ONLY BE
                SUBMITTED TO METLIFE THROUGH EMPLOYER GENERATED INPUT. WE WILL
                NOT ACCEPT CHECKS FROM INDIVIDUAL PARTICIPANTS OR FORMER
                PARTICIPANTS).

8.      The MetLife Defined Contribution Group program may charge a loan
        application fee of $50 at the time a loan is requested. Such fee is
        charged to the Plan Administrator. The Plan Administrator may, at his
        discretion, charge this loan fee back to the participant. However, in
        doing so the Plan Administrator assumes the responsibility of collecting
        payment from individual participants, cashing such checks and wiring the
        payment (or sending a Company check) to MetLife at the time the Plan is
        billed. METLIFE WILL NOT ACCEPT INDIVIDUAL PARTICIPANT CHECKS AS PAYMENT
        FOR LOAN APPLICATION FEES.

Adopted this _____ day of ____________________, 19___. This loan program may be
amended from time to time by a writing signed by all parties hereto.




---------------------------------------------
Employer Name and Signature



---------------------------------------------
Plan Administrator Name and Signature





                                                                              55