<PAGE>

                                                                   Exhibit 10.34

                   AMICAS, INC. 401(k) RETIREMENT SAVINGS PLAN

                                 by and between

                                  AMICAS, INC.

                                       and

                          PRUDENTIAL BANK & TRUST, FSB

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                         PRUDENTIAL RETIREMENT SERVICES
                           NONSTANDARDIZED 401(K) PLAN

By executing this 401(k) plan Adoption Agreement (the "Agreement") under the
Prudential Retirement Services Prototype Plan, the Employer agrees to establish
or continue a 401(k) plan for its Employees. The 401(k) plan adopted by the
Employer consists of the Basic Plan Document #01 (the "BPD") and the elections
made under this Agreement (collectively referred to as the "Plan"). A Related
Employer may jointly co-sponsor the Plan by signing a Co-Sponsor Adoption Page,
which is attached to this Agreement. (See Section 22.164 of the BPD for the
definition of a Related Employer.) THIS PLAN IS EFFECTIVE AS OF THE EFFECTIVE
DATE IDENTIFIED ON THE SIGNATURE PAGE OF THIS AGREEMENT.

     1.        EMPLOYER INFORMATION

          a.   NAME AND ADDRESS OF EMPLOYER EXECUTING THE SIGNATURE PAGE OF THIS
               AGREEMENT: AMICAS, Inc. 20 Guest Street, Suite 200 Boston,
               Massachusetts 02135-2040

          b.   EMPLOYER IDENTIFICATION NUMBER (EIN) FOR THE EMPLOYER: 59-2248411

          c.   BUSINESS ENTITY OF EMPLOYER (optional): _________________________

               [X]  (1)  C-Corporation

               [ ]  (2)  S-Corporation

               [ ]  (3)  Limited Liability Corporation

               [ ]  (4)  Sole Proprietorship

               [ ]  (5)  Partnership

               [ ]  (6)  Limited Liability Partnership

               [ ]  (7)  Government

               [ ]  (8)  Other __________

          d.   LAST DAY OF EMPLOYER'S TAXABLE YEAR (optional):

          e.   DOES THE EMPLOYER HAVE ANY RELATED EMPLOYERS (as defined in
               Section 22.164 of the BPD)?

               [X]  (1)  Yes

               [ ]  (2)  No

          f.   IF E. IS YES, LIST THE RELATED EMPLOYERS (optional):

               AMICAS PACS, Corp.

               [NOTE: This Plan will cover Employees of a Related Employer only
               if such Related Employer executes a Co-Sponsor Adoption Page.
               Failure to cover the Employees of a Related Employer may result
               in a violation of the minimum coverage rules under Code
               Section 410(b). See Section 1.3 of the BPD.]

     2.        PLAN INFORMATION

          a.   NAME OF PLAN: AMICAS, Inc. 401(k) Retirement Savings Plan

          b.   PLAN NUMBER (as identified on the Form 5500 series filing for the
               Plan): 001

          c.   TRUST IDENTIFICATION NUMBER (optional): _________________________

          d.   PLAN YEAR: [Check (1) or (2). Selection (3) may be selected in
               addition to (1) or (2) to identify a Short Plan Year.]

               [X]  (1)  The calendar year.

               [ ]  (2)  The 12-consecutive month period ending _____.

               [ ]  (3)  The Plan has a Short Plan Year beginning _____ and
                         ending _____.

     3.        TYPES OF CONTRIBUTIONS

               The following types of contributions are authorized under this
               Plan. The selections made below should correspond with the
               selections made under Parts 4A, 4B, 4C, 4D and 4E of this
               Agreement.

               [X]  a.   SECTION 401(K) DEFERRALS (see Part 4A).

               [X]  b.   EMPLOYER MATCHING CONTRIBUTIONS (see Part 4B).

               [X]  c.   EMPLOYER NONELECTIVE CONTRIBUTIONS (see Part 4C).

               [ ]  d.   EMPLOYEE AFTER-TAX CONTRIBUTIONS (see Part 4D).

               [ ]  e.   SAFE HARBOR MATCHING CONTRIBUTIONS (see Part 4E, #27).

               [ ]  f.   SAFE HARBOR NONELECTIVE CONTRIBUTIONS (see Part 4E,
                         #28).

               [ ]  g.   NONE. This Plan is a frozen Plan effective _____ (see
                         Section 2.1(d) of the BPD).

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                         PART 1 - ELIGIBILITY CONDITIONS

                           (See Article 1 of the BPD)

     4.        EXCLUDED EMPLOYEES. [Check a. or any combination of b. - f. for
               those contributions the Employer elects to make under Part 4 of
               this Agreement. See Section 1.2 of the BPD for rules regarding
               the determination of Excluded Employees for Employee After-Tax
               Contributions, QNECs, QMACs and Safe Harbor Contributions.]

<TABLE>
<CAPTION>
                  (1)
                SECTION       (2)          (3)
                 401(K)    EMPLOYER     EMPLOYER
               DEFERRALS     MATCH    NONELECTIVE
               ---------   --------   -----------
<S>            <C>         <C>        <C>           <C>
          a.      [ ]         [ ]         [ ]       No excluded categories of Employees.

          b.      [X]         [X]         [X]       Union Employees (see Section 22.202 of
                                                    the BPD).

          c.      [X]         [X]         [X]       Nonresident Alien Employees (see
                                                    Section 22.124 of the BPD).

          d.      [X]         [X]         [X]       Leased Employees (see Section 1.2(b)
                                                    of the BPD).

          e.      [ ]         [ ]         [ ]       Highly Compensated Employees (see
                                                    Section 22.99 of the BPD).

          f.      [ ]         [ ]         [ ]       (Describe Excluded Employees):

                                                    ________________________________
</TABLE>

     5.        MINIMUM AGE AND SERVICE CONDITIONS FOR BECOMING AN ELIGIBLE
               PARTICIPANT. [Check a. or check b. and/or any one of c. - e. for
               those contributions the Employer elects to make under Part 4 of
               this Agreement. Selection f. may be checked instead of or in
               addition to any selections under b. - e. See Section 1.4 of the
               BPD for the application of the minimum age and service conditions
               for purposes of Employee After - Tax Contributions, QNECs, QMACs
               and Safe Harbor Contributions. See Part 7 of this Agreement for
               special service crediting rules.]

<TABLE>
<CAPTION>

                  (1)
                SECTION      (2)         (3)
                 401(K)    EMPLOYER     EMPLOYER
               DEFERRALS     MATCH    NONELECTIVE
               ---------   --------   -----------
<S>            <C>         <C>        <C>           <C>
          a.      [ ]         [ ]         [ ]       None (conditions are met on Employment
                                                    Commencement Date).

          b.      [X]         [X]         [X]       Age 21 (cannot exceed age 21).

          c.      [ ]         [ ]         [ ]       One Year of Service.

          d.      [ ]         [ ]         [ ]       _____ consecutive months (not more
                                                    than 12) during which the Employee
                                                    completes at least _____ Hours of
                                                    Service (cannot exceed 1,000). If an
                                                    Employee does not satisfy this
                                                    requirement in the first designated
                                                    period of months following his/her
                                                    Employment Commencement Date, such
                                                    Employee will be deemed to satisfy
                                                    this condition upon completing a Year
                                                    of Service (as defined in Section
                                                    1.4(b) of the BPD).

          e.      N/A         [ ]         [ ]       Two Years of Service. [Full and
                                                    immediate vesting must be selected
                                                    under Part 6 of this Agreement.]

          f.      [ ]         [ ]         [ ]       (Describe eligibility conditions):

                                                    ________________________________

                                                    [NOTE: Any conditions provided under
                                                    f. must be described in a manner that
                                                    precludes Employer discretion and must
                                                    satisfy the nondiscrimination
                                                    requirements of Section 1.401(a)(4) of
                                                    the regulations, and may not cause the
                                                    Plan to violate the provisions of Code
                                                    Section 410(a).]
</TABLE>

[ ]  6.        DUAL ELIGIBILITY. Any Employee (other than an Excluded Employee)
               who is employed on the date designated under a. or b. below, as
               applicable, is deemed to be an Eligible Participant as of the
               later of the date identified under this #6 or the Effective Date
               of this Plan, without regard to any Entry Date selected under
               Part 2. See Section 1.4(d)(2) of the BPD. [NOTE: If this #6 is
               checked, also check a. or b. If this #6 is not checked, the
               provisions of Section 1.4(d)(1) of the BPD apply.]

               [ ]  a.   The Effective Date of this Plan.

               [ ]  b.   (Identify date)________________________________________

               [NOTE: Any date specified under b. may not cause the Plan to
               violate the provisions of Code Section 410(a). See Section 1.4 of
               the BPD.]

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                     PART 2 - COMMENCEMENT OF PARTICIPATION

                          (See Section 1.5 of the BPD)

     7.        ENTRY DATE UPON WHICH PARTICIPATION BEGINS AFTER COMPLETING
               MINIMUM AGE AND SERVICE CONDITIONS UNDER PART 1, #5 ABOVE. [Check
               one of a. - e. for those contributions the Employer elects to
               make under Part 4 of this Agreement. See Section 1.5 of the BPD
               for determining the Entry Date applicable to Employee After-Tax
               Contributions, QNECs, QMACs and Safe Harbor Contributions.]

<TABLE>
<CAPTION>
                  (1)
                SECTION       (2)         (3)
                 401(K)    EMPLOYER     EMPLOYER
               DEFERRALS     MATCH    NONELECTIVE
               ---------   --------   -----------
<S>            <C>         <C>        <C>           <C>
          a.      [ ]         [ ]         [ ]       The next following Entry Date (as
                                                    defined in #8 below).

          b.      [X]         [X]         [X]       The Entry Date (as defined in #8
                                                    below) coinciding with or next
                                                    following the completion of the age
                                                    and service conditions.

          c.      N/A        [N/A]       [N/A]      The nearest Entry Date (as defined in
                                                    #8 below).

          d.      N/A        [N/A]       [N/A]      The preceding Entry Date (as defined
                                                    in #8 below).

          e.      [ ]         [ ]         [ ]       The date the age and service
                                                    conditions are satisfied. [Also check
                                                    #8.e. below for the same type of
                                                    contribution(s) checked here.]
</TABLE>

     8.        DEFINITION OF ENTRY DATE. [Check one of a. - e. for those
               contributions the Employer elects to make under Part 4 of this
               Agreement. Selection f. may be checked instead of or in addition
               to a. - e. See Section 1.5 of the BPD for determining the Entry
               Date applicable to Employee After-Tax Contributions, QNECs, QMACs
               and Safe Harbor Contributions.]

<TABLE>
<CAPTION>
                  (1)
                SECTION       (2)         (3)
                 401(K)    EMPLOYER     EMPLOYER
               DEFERRALS     MATCH    NONELECTIVE
               ---------   --------   -----------
<S>            <C>         <C>        <C>           <C>
          a.      [ ]         [ ]         [ ]       The first day of the Plan Year and the
                                                    first day of 7th month of the Plan
                                                    Year.

          b.      [ ]         [ ]         [ ]       The first day of each quarter of the
                                                    Plan Year.

          c.      [X]         [X]         [X]       The first day of each month of the
                                                    Plan Year.

          d.      [ ]         [ ]         [ ]       The first day of the Plan Year. [If
                                                    #7.a. or #7.b. above is checked for
                                                    the same type of contribution as
                                                    checked here, see the restrictions in
                                                    Section 1.5(b) of the BPD.]

          e.      [ ]         [ ]         [ ]       The date the conditions in Part 1, #5.
                                                    above are satisfied. [This e. should
                                                    be checked for a particular type of
                                                    contribution only if #7.e. above is
                                                    also checked for that type of
                                                    contribution.]

          f.      [ ]         [ ]         [ ]       (Describe Entry Date)_________________

                                                    [NOTE: Any Entry Date designated in f.
                                                    must comply with the requirements of
                                                    Code Section 410(a)(4) and must
                                                    satisfy the nondiscrimination
                                                    requirements under Section 1.401(a)(4)
                                                    of the regulations. See Section 1.5(a)
                                                    of the BPD.]
</TABLE>

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                        PART 3 - COMPENSATION DEFINITIONS

                   (See Sections 22.102 and 22.197 of the BPD)

     9.        DEFINITION OF TOTAL COMPENSATION:

               [X]  a.   W-2 Wages.

               [ ]  b.   Withholding Wages.

               [ ]  c.   Code Section 415 Safe Harbor Compensation.

                    [NOTE: Each of the above definitions is increased for
                    Elective Deferrals (as defined in Section 22.61 of the BPD),
                    for pre-tax contributions to a cafeteria plan or a Code
                    Section 457 plan, and for qualified transportation fringes
                    under Code Section 132(f)(4). See Section 22.197 of the
                    BPD.]

     10.       DEFINITION OF INCLUDED COMPENSATION for allocation of
               contributions or forfeitures: [Check a. or b. for those
               contributions the Employer elects under Part 4 of this Agreement.
               If b. is selected for a particular contribution, also check any
               combination of c. through j. for that type of contribution. See
               Section 22.102 of the BPD for determining Included Compensation
               for Employee After-Tax Contributions, QNECs, QMACs and Safe
               Harbor Contributions.]

<TABLE>
<CAPTION>
                  (1)
                SECTION       (2)         (3)
                 401(K)    EMPLOYER    EMPLOYER
               DEFERRALS     MATCH    NONELECTIVE
               ---------   --------   -----------
<S>            <C>         <C>        <C>           <C>
          a.      [ ]         [ ]         [ ]       Total Compensation, as defined in #9
                                                    above.

          b.      [X]         [X]         [X]       Total Compensation, as defined in #9
                                                    above, with the following exclusions:

          c.      N/A         [ ]         [ ]       Elective Deferrals, pre-tax
                                                    contributions to a cafeteria plan or a
                                                    Code Section 457 plan, and qualified
                                                    transportation fringes under Code
                                                    Section 132(f)(4) are excluded. See
                                                    Section 22.102 of the BPD.

          d.      [X]         [X]         [X]       Fringe benefits, expense
                                                    reimbursements, deferred compensation,
                                                    and welfare benefits are excluded.

          e.      [ ]         [ ]         [ ]       Compensation above $__________ is
                                                    excluded.

          f.      [ ]         [ ]         [ ]       Bonuses are excluded.

          g.      [ ]         [ ]         [ ]       Commissions are excluded.

          h.      [ ]         [ ]         [ ]       Overtime is excluded.

          i.      [ ]         [ ]         [ ]       Amounts paid for services performed
                                                    for a Related Employer that does not
                                                    execute the Co-Sponsor Adoption Page
                                                    under this Agreement are excluded.

          j.      [X]         [X]         [X]       (Describe modifications to Included
                                                    Compensation): moving expenses,
                                                    severance payments, employee referral
                                                    payments, amounts not paid in cash,
                                                    amounts paid by an Affiliate, the
                                                    value of a qualified or a
                                                    non-qualified stock option granted to
                                                    an Employee by the Employer to the
                                                    extent such value is includable in the
                                                    Employee's taxable income are all
                                                    excluded from Compensation.
</TABLE>

               [NOTE: Unless otherwise provided under j., any exclusions
               selected under f. through j. above do not apply to Nonhighly
               Compensated Employees in determining allocations under the
               Permitted Disparity Method under Part 4C, #21.b. of this
               Agreement or for purposes of applying the Safe Harbor 401(k) Plan
               provisions under Part 4E of this Agreement.]

[ ]  11.       SPECIAL RULES.

               [ ]  a.   HIGHLY COMPENSATED EMPLOYEES ONLY. For all purposes
                         under the Plan, the modifications to Included
                         Compensation elected in #10.f. through #10.j. above
                         will apply only to Highly Compensated Employees.

               [ ]  b.   MEASUREMENT PERIOD (SEE THE OPERATING RULES UNDER
                         SECTION 2.2(C)(3) OF THE BPD). Instead of the Plan
                         Year, Included Compensation is determined on the basis
                         of the period elected under (1) or (2) below.

                         [ ]  (1)  The calendar year ending in the Plan Year.

                         [ ]  (2)  The 12-month period ending on _______________
                                   which ends during the Plan Year.

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                    [NOTE: If this selection b. is checked, Included
                    Compensation will be determined on the basis of the period
                    designated in (1) or (2) for all contribution types. If this
                    selection b. is not checked, Included Compensation is based
                    on the Plan Year. See Part 4 for the ability to use partial
                    year Included Compensation.]

                    [PRACTITIONER TIP: If #11.b is checked, it is recommended
                    that the Limitation Year for purposes of applying the Annual
                    Additions Limitation under Code Section 415 correspond to
                    the period used to determine Included Compensation. This
                    modification to the Limitation Year may be made in Part 13,
                    #69.a. of this Agreement.]

                       PART 4A - SECTION 401(K) DEFERRALS

                         (See Section 2.3(a) of the BPD)

[X]       Check this selection and complete the applicable sections of this Part
          4A to allow for Section 401(k) Deferrals under the Plan.

[X]  12.  SECTION 401(K) DEFERRAL LIMIT. 80% of Included Compensation. [If this
          #12 is NOT checked, the Code Section 402(g) deferral limit described
          in Section 17.1 of the BPD and the Annual Additions Limitation under
          Article 7 of the BPD still apply.]

          [X]  a.   APPLICABLE PERIOD. The limitation selected under #12 applies
                    with respect to Included Compensation earned during:

                    [X]  (1)  the Plan Year.

                    [ ]  (2)  the portion of the Plan Year in which the Employee
                              is an Eligible Participant.

                    [ ]  (3)  each separate payroll period during which the
                              Employee is an Eligible Participant.

                    [NOTE: If Part 3, #11.b. is checked, any period selected
                    under this a. will be determined as if the Plan Year were
                    the period designated under Part 3, #11.b. See Section
                    2.2(c)(3) of the BPD.]

          [ ]  b.   LIMIT APPLICABLE ONLY TO HIGHLY COMPENSATED EMPLOYEES. [If
                    this b. is not checked, any limitation selected under #12
                    applies to all Eligible Participants.]

                    [ ]  (1)  The limitation selected under #12 applies only to
                              Highly Compensated Employees.

                    [ ]  (2)  The limitation selected under #12 applies only to
                              Nonhighly Compensated Employees. Highly
                              Compensated Employees may defer up to ____% of
                              Included Compensation (as determined under a.
                              above). [The percentage inserted in this (2) for
                              Highly Compensated Employees must be lower than
                              the percentage inserted in #12 for Nonhighly
                              Compensated Employees.]

[ ]  13.  MINIMUM DEFERRAL RATE: [If this #13 is not checked, no minimum
          deferral rate applies to Section 401(k) Deferrals under the Plan.]

          [ ]  a.   _____% of Included Compensation for a payroll period.

          [ ]  b.   $____ for a payroll period.

[ ]  14.  AUTOMATIC DEFERRAL ELECTION. (See Section 2.3(a)(2) of the BPD.) An
          Eligible Participant will automatically defer ____% of Included
          Compensation for each payroll period, unless the Eligible Participant
          makes a contrary Salary Reduction Agreement election on or after ____.
          This automatic deferral election will apply to:

          [ ]  a.   all Eligible Participants.

          [ ]  b.   only those Employees who become Eligible Participants on or
                    after the following date:

[ ]  15.  EFFECTIVE DATE. If this Plan is being adopted as a new 401(k) plan or
          to add a 401(k) feature to an existing plan, Eligible Participants may
          begin making Section 401(k) Deferrals as of:____

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                    PART 4B - EMPLOYER MATCHING CONTRIBUTIONS

                    (See Sections 2.3(b) and (c) of the BPD)

[X]       CHECK THIS SELECTION AND COMPLETE THIS PART 4B TO ALLOW FOR EMPLOYER
          MATCHING CONTRIBUTIONS. Each formula allows for Employer Matching
          Contributions to be allocated to Section 401(k) Deferrals and/or
          Employee After-Tax Contributions (referred to as "applicable
          contributions"). If a matching formula applies to both types of
          contributions, such contributions are aggregated to determine the
          Employer Matching Contribution allocated under the formula. If any
          formula applies to Employee After-Tax Contributions, Part 4D must be
          completed. [NOTE: Do not check this selection if the only Employer
          Matching Contributions authorized under the Plan are Safe Harbor
          Matching Contributions. Instead, complete the applicable elections
          under Part 4E of this Agreement. If a "regular" Employer Matching
          Contribution will be made in addition to a Safe Harbor Matching
          Contribution, complete this Part 4B for the "regular" Employer
          Matching Contribution and Part 4E for the Safe Harbor Matching
          Contribution. To avoid ACP Testing with respect to any "regular"
          Employer Matching Contributions, such contributions may not be based
          on applicable contributions in excess of 6% of Included Compensation
          and any discretionary "regular" Employer Matching Contributions may
          not exceed 4% of Included Compensation.]

     16.  EMPLOYER MATCHING CONTRIBUTION FORMULA(S): [See the operating rules
          under #17 below.]

<TABLE>
<CAPTION>
                     (1)           (2)
               SECTION 401(K)   EMPLOYEE
                  DEFERRALS     AFTER-TAX
               --------------   ---------
<S>       <C>  <C>              <C>         <C>
          a.         [ ]           [ ]      FIXED MATCHING CONTRIBUTION. ____%
                                            of each Eligible Participant's
                                            applicable contributions. The
                                            Employer Matching Contribution does
                                            not apply to applicable
                                            contributions that exceed:

                                            [ ]  (a) ____% of Included
                                                 Compensation.

                                            [ ]  (b) $____.

                                            [NOTE: If neither (a) nor (b) is
                                            checked, all applicable
                                            contributions are eligible for the
                                            Employer Matching Contribution under
                                            this formula.]

          b.         [X]           [ ]      DISCRETIONARY MATCHING CONTRIBUTION.
                                            A uniform percentage, as determined
                                            by the Employer, of each Eligible
                                            Participant's applicable
                                            contributions.

                                            [ ]  (a) The Employer Matching
                                                 Contribution allocated to any
                                                 Eligible Participant may not
                                                 exceed ____% of Included
                                                 Compensation.

                                            [X]  (b) The Employer Matching
                                                 Contribution will apply only to
                                                 a Participant's applicable
                                                 contributions that do not
                                                 exceed:

                                                 [ ]  1. ____% of Included
                                                      Compensation.

                                                 [ ]  2. $____.

                                                 [X]  3. a dollar amount or
                                                      percentage of Included
                                                      Compensation that is
                                                      uniformly determined by
                                                      the Employer for all
                                                      Eligible Participants.

                                                 [NOTE: If none of the
                                                 selections 1. - 3. is checked,
                                                 all applicable contributions
                                                 are eligible for the Employer
                                                 Matching Contribution under
                                                 this formula.]
</TABLE>

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<PAGE>

<TABLE>
<S>       <C>  <C>              <C>         <C>
          c.         [ ]           [ ]      TIERED MATCHING CONTRIBUTION. A
                                            uniform percentage of each tier of
                                            each Eligible Participant's
                                            applicable contributions, determined
                                            as follows:

                                            Tiers of contributions
                                              (indicate $ or %)      Matching percentage
                                            ----------------------   -------------------

                                            (a) First ____________   (b) ____________

                                            (c) Next  ____________   (d) ____________

                                            (e) Next  ____________   (f)  ____________

                                            (g) Next  ____________   (h)  ____________

                                            [NOTE: Fill in only percentages or
                                            dollar amounts, but not both. If
                                            percentages are used, each tier
                                            represents the amount of the
                                            Participant's applicable
                                            contributions that equals the
                                            specified percentage of the
                                            Participant's Included
                                            Compensation.]

          d.         [ ]           [ ]      DISCRETIONARY TIERED MATCHING
                                            CONTRIBUTION. The Employer will
                                            determine a matching percentage for
                                            each tier of each Eligible
                                            Participant's applicable
                                            contributions. Tiers are determined
                                            in increments of:

                                            Tiers of contributions
                                            (indicate $ or %)
                                            ----------------------

                                            (a) First __________

                                            (b) Next  __________

                                            (c) Next  __________

                                            (d) Next  __________

                                            [NOTE: Fill in only percentages or
                                            dollar amounts, but not both. If
                                            percentages are used, each tier
                                            represents the amount of the
                                            Participant's applicable
                                            contributions that equals the
                                            specified percentage of the
                                            Participant's Included
                                            Compensation.]

          e.         [ ]           [ ]      YEAR OF SERVICE MATCHING
                                            CONTRIBUTION. A uniform percentage
                                            of each Eligible Participant's
                                            applicable contributions based on
                                            Years of Service with the Employer,
                                            determined as follows:

                                            Years of Service    Matching Percentage
                                            ----------------    -------------------

                                            (a) ___________     (b) ____________%

                                            (c) ____________    (d) ____________%

                                            (e) ____________    (f) ____________ %

                                            [ ]  1. In applying the Year of
                                                 Service matching contribution
                                                 formula, a Year of Service is:
                                                 [If not checked, a Year of
                                                 Service is 1,000 Hours of
                                                 Service during the Plan Year.]

                                                 [ ] a. as defined for purposes
                                                   of eligibility under Part 7.

                                                 [ ] b. as defined for purposes
                                                   of vesting under Part 7.

                                            [ ]   2. Special limits on Employer
                                                 Matching Contributions under
                                                 the Year of Service formula:

                                                 [ ] a. The Employer Matching
                                                   Contribution allocated to any
                                                   Eligible Participant may not
                                                   exceed ____% of Included
                                                   Compensation.

                                                 [ ] b. The Employer Matching
                                                   Contribution will apply only
                                                   to a Participant's applicable
                                                   contributions that do not
                                                   exceed:

                                                   [ ]  (1) _____% of Included
                                                        Compensation.

                                                   [ ]  (2) $_____.
</TABLE>

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<PAGE>

<TABLE>
<S>       <C>  <C>              <C>         <C>
          f.         [ ]            [ ]     NET PROFITS. Any Employer Matching
                                            Contributions made in accordance
                                            with the elections under this #16
                                            are limited to Net Profits. [If this
                                            f. is checked, also select (a) or
                                            (b) below.]

                                            [ ]  (a) DEFAULT DEFINITION OF NET
                                                 PROFITS. For purposes of this
                                                 selection e., Net Profits is
                                                 defined in accordance with
                                                 Section 2.2(a)(2) of the BPD.

                                            [ ]  (b) MODIFIED DEFINITION OF
                                                 NET PROFITS. For purposes of
                                                 this selection f., Net Profits
                                                 is defined as follows:____

                                                 [NOTE: Any definition of Net
                                                 Profits under this (b) must be
                                                 described in a manner that
                                                 precludes Employer discretion
                                                 and must satisfy the
                                                 nondiscrimination requirements
                                                 of Section 1.401(a)(4) of the
                                                 regulations and must apply
                                                 uniformly to all Participants.]
</TABLE>

     17.  OPERATING RULES FOR APPLYING THE MATCHING CONTRIBUTION FORMULAS:

          a.   APPLICABLE CONTRIBUTIONS TAKEN INTO ACCOUNT: (See Section
               2.3(b)(3) of the BPD.) The matching contribution formula(s)
               elected in #16. above (and any limitations on the amount of a
               Participant's applicable contributions considered under such
               formula(s)) are applied separately for each:

               [ ]   (1) Plan Year.                  [X]  (2) Plan Year quarter.

               [ ]   (3) calendar month.             [ ]  (4) payroll period.

               [NOTE: If Part 3, #11.b. is checked, the period selected under
               this a. (to the extent such period refers to the Plan Year) will
               be determined as if the Plan Year were the period designated
               under Part 3, #11.b. See Section 2.2(c)(3) of the BPD.]

          b.   SPECIAL RULE FOR PARTIAL PERIOD OF PARTICIPATION. If an Employee
               is an Eligible Participant for only part of the period designated
               in a. above, Included Compensation is taken into account for:

               [ ]  (1)  the entire period, including the portion of the period
                         during which the Employee is not an Eligible
                         Participant.

               [X]  (2)  the portion of the period in which the Employee is an
                         Eligible Participant.

               [ ]  (3)  the portion of the period during which the Employee's
                         election to make the applicable contributions is in
                         effect.

[ ]  18.  QUALIFIED MATCHING CONTRIBUTIONS (QMACS): [NOTE: Regardless of any
          elections under this #18, the Employer may make a QMAC to the Plan to
          correct a failed ADP or ACP Test, as authorized under Sections
          17.2(d)(2) and 17.3(d)(2) of the BPD. Any QMAC allocated to correct
          the ADP or ACP Test which is not specifically authorized under this
          #18 will be allocated to all Eligible Participants who are Nonhighly
          Compensated Employees as a uniform percentage of Section 401(k)
          Deferrals made during the Plan Year. See Section 2.3(c) of the BPD.]

          [ ]  a.   All Employer Matching Contributions are designated as QMACs.

          [ ]  b.   Only Employer Matching Contributions described in
                    selection(s) _______ under #16 above are designated as
                    QMACs.

          [ ]  c.   In addition to any Employer Matching Contribution provided
                    under #16 above, the Employer may make a discretionary QMAC
                    that is allocated equally as a percentage of Section 401(k)
                    Deferrals made during the Plan Year. The Employer may
                    allocate QMACs only on Section 401(k) Deferrals that do not
                    exceed a specific dollar amount or a percentage of Included
                    Compensation that is uniformly determined by the Employer.
                    QMACs will be allocated to:

                    [ ]  (1)  Eligible Participants who are Nonhighly
                              Compensated Employees.

                    [ ]  (2)  all Eligible Participants.

     19.  ALLOCATION CONDITIONS. An Eligible Participant must satisfy the
          following allocation conditions for an Employer Matching Contribution:
          [Check a. or b. or any combination of c. - f. Selection e. may not be
          checked if b. or d. is checked. Selection g. and/or h. may be checked
          in addition to b. - f.]

          [ ]  a.   NONE.

          [ ]  b.   SAFE HARBOR ALLOCATION CONDITION. An Employee must be
                    employed by the Employer on the last day of the Plan Year OR
                    must have more than _________ (not more than 500) Hours of
                    Service for the Plan Year.

          [X]  c.   LAST DAY OF EMPLOYMENT CONDITION. An Employee must be
                    employed with the Employer on the last day of the Plan Year.

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          [ ]  d.   HOURS OF SERVICE CONDITION. An Employee must be credited
                    with at least ____ Hours of Service (may not exceed 1,000)
                    during the Plan Year.

          [ ]  e.   ELAPSED TIME METHOD. (See Section 2.6(d) of the BPD.)

               [ ]  (1)  SAFE HARBOR ALLOCATION CONDITION. An Employee must be
                         employed by the Employer on the last day of the Plan
                         Year OR must have more than ____ (not more than 91)
                         consecutive days of employment with the Employer during
                         the Plan Year.

               [ ]  (2)  SERVICE CONDITION. An Employee must have more than ____
                         (not more than 182) consecutive days of employment with
                         the Employer during the Plan Year.

          [ ]  f.   DISTRIBUTION RESTRICTION. An Employee must not have taken a
                    distribution of the applicable contributions eligible for an
                    Employer Matching Contribution prior to the end of the
                    period for which the Employer Matching Contribution is being
                    made (as defined in #17.a. above). See Section 2.6(c) of the
                    BPD.

          [X]  g.   APPLICATION TO A SPECIFIED PERIOD. In applying the
                    allocation condition(s) designated under b. through e.
                    above, the allocation condition(s) will be based on the
                    period designated under #17.a. above. In applying an Hours
                    of Service condition under d. above, the following method
                    will be used: [This g. should be checked only if a period
                    other than the Plan Year is selected under #17.a. above.
                    Selection (1) or (2) must be selected only if d. above is
                    also checked.]

               [ ]  (1)  FRACTIONAL METHOD (see Section 2.6(e)(2)(i) of the
                         BPD).

               [X]  (2)  PERIOD-BY-PERIOD METHOD (see Section 2.6(e)(2)(ii) of
                         the BPD).

               [PRACTITIONER NOTE: If this g. is not checked, any allocation
               condition(s) selected under b. through e. above will apply with
               respect to the Plan Year, regardless of the period selected under
               #17.a. above. See Section 2.6(e) of the BPD for procedural rules
               for applying allocation conditions for a period other than the
               Plan Year.]

          [ ]  h.   The above allocation condition(s) will NOT apply if:

               [ ]  (1)  the Participant dies during the Plan Year.

               [ ]  (2)  the Participant is Disabled.

               [ ]  (3)  the Participant, by the end of the Plan Year, has
                         reached:

                    [ ]  (a)  Normal Retirement Age.

                    [ ]  (b)  Early Retirement Age.

                  PART 4C - EMPLOYER NONELECTIVE CONTRIBUTIONS

                    (See Sections 2.3(d) and (e) of the BPD)

[X]       CHECK THIS SELECTION AND COMPLETE THIS PART 4C TO ALLOW FOR EMPLOYER
          NONELECTIVE CONTRIBUTIONS. [NOTE: Do not check this selection if the
          only Employer Nonelective Contributions authorized under the Plan are
          Safe Harbor Nonelective Contributions. Instead, complete the
          applicable elections under Part 4E of this Agreement.]

[X]  20.  EMPLOYER NONELECTIVE CONTRIBUTION (OTHER THAN QNECS):

          [X]  a.   DISCRETIONARY. Discretionary with the Employer.

          [ ]  b.   FIXED UNIFORM PERCENTAGE. _____% of each Eligible
                    Participant's Included Compensation.

          [ ]  c.   UNIFORM DOLLAR AMOUNT.

               [ ]  (1)  A uniform discretionary dollar amount for each Eligible
                         Participant.

               [ ]  (2)  $____ for each Eligible Participant.

          [ ]  d.   DAVIS-BACON CONTRIBUTION FORMULA. (See Section 2.2(a)(1) of
                    the BPD for rules regarding the application of the Davis-
                    Bacon Contribution Formula.) The Employer will make a
                    contribution for each Eligible Participant's Davis-Bacon Act
                    Service based on the hourly contribution rate for the
                    Participant's employment classification, as designated under
                    Schedule A of this Agreement. The contributions under this
                    formula will be allocated under the Pro Rata Allocation
                    Formula under #21.a. below, but based on the amounts
                    designated in Schedule A as attached to this Agreement. [If
                    this d. is selected, #21.a. below also must be selected.]

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                    [ ]  (1)  The contributions under the Davis-Bacon
                              Contribution Formula will offset the following
                              contributions under the Plan: [Check (a) and/or
                              (b). If this (1) is not checked, contributions
                              under the Davis Bacon Contribution Formula will
                              NOT offset any other Employer Contributions under
                              the Plan.]

                              [ ]  (a)  Employer Nonelective Contributions

                              [ ]  (b)  Employer Matching Contributions

                    [ ]  (2)  The default provisions under Section 2.2(a)(1) are
                              modified as follows: _____________________________

                              [NOTE: Any modification to the default provisions
                              under (2) must satisfy the nondiscrimination
                              requirements under Section 1.401(a)(4) of the
                              regulations. Any modification under (2) will not
                              allow the offset of any contributions to any other
                              Plan.]

          [ ]  e.   NET PROFITS. Check this e. if the contribution selected
                    above is limited to Net Profits. [If this e. is checked,
                    also select (1) or (2) below.]

                    [ ]  (1)  DEFAULT DEFINITION OF NET PROFITS. For purposes of
                              this subsection e., Net Profits is defined in
                              accordance with Section 2.2(a)(2) of the BPD.

                    [ ]  (2)  MODIFIED DEFINITION OF NET PROFITS. For purposes
                              of this subsection e., Net Profits is defined as
                              follows: _________________________________________

                              [NOTE: Any definition of Net Profits under this
                              (2) must be described in a manner that precludes
                              Employer discretion, must satisfy the
                              nondiscrimination requirements of Section
                              1.401(a)(4) of the regulations, and must apply
                              uniformly to all Participants.]

[X]  21.  ALLOCATION FORMULA FOR EMPLOYER NONELECTIVE CONTRIBUTIONS (OTHER THAN
          QNECS): (See Section 2.3(d) of the BPD.)

          [X]  a.   PRO RATA ALLOCATION METHOD. The allocation for each Eligible
                    Participant is a uniform percentage of Included Compensation
                    (or a uniform dollar amount if #20.c. is selected above).

          [ ]  b.   PERMITTED DISPARITY METHOD. The allocation for each Eligible
                    Participant is determined under the following formula:
                    [Selection #20.a. above must also be checked.]

                    [ ]  (1)  Two-Step Formula.

                    [ ]  (2)  Four-Step Formula.

          [N/A]c.   UNIFORM POINTS ALLOCATION. The allocation for each Eligible
                    Participant is determined based on the Eligible
                    Participant's points. Each Eligible Participant's allocation
                    shall bear the same relationship to the Employer
                    Contribution as his/her total points bears to all points
                    awarded. An Eligible Participant will receive: [Check (1)
                    and/or (2). Selection (3) may be checked in addition to (1)
                    and (2). Selection #20.a. above also must be checked.]

                    [ ]  (1)  _____ points for each _____year(s) of age
                              (attained as of the end of the Plan Year).

                    [ ]  (2)  _____ points for each _____ Year(s) of Service,
                              determined as follows: [Check (a) or (b).
                              Selection (c) may be checked in addition to (a) or
                              (b).]

                              [ ]  (a)  In the same manner as determined for
                                        eligibility.

                              [ ]  (b)  In the same manner as determined for
                                        vesting.

                              [ ]  (c)  Points will not be provided with respect
                                        to Years of Service in excess of
                                        ____________.

                    [ ]  (3)  _____ points for each $_____ (not to exceed $200)
                              of Included Compensation.

          [ ]  d.   ALLOCATION BASED ON SERVICE. The Employer Nonelective
                    Contribution will be allocated to each Eligible Participant
                    as: [Check (1) or (2). Also check (a), (b), and/or (c).
                    Selection (3) may be checked in addition to (1) or (2).]

                    [ ]  (1)  a uniform dollar amount

                    [ ]  (2)  a uniform percentage of Included Compensation
                              for the following periods of service:

                              [ ]  (a)  Each Hour of Service.

                              [ ]  (b)  Each week of employment.

                              [ ]  (c)  (Describe period) ______________________

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                    [ ]  (3)  The contribution is subject to the following
                              minimum and/or maximum benefit limitations:
                              __________

                         [PRACTITIONER NOTE: If #20.b. or #20.c. is checked, the
                         selection in (1) or (2) must conform to the selection
                         made in #20.b. or #20.c. Thus, if #20.b. is checked
                         along with this subsection d., the allocation must be a
                         uniform percentage of Included Compensation under (2).
                         If #20.c. is checked along with this subsection d. the
                         allocation must be a uniform dollar amount under (1).]

          [ ]  e.   TOP-HEAVY MINIMUM CONTRIBUTION. In applying the Top-Heavy
                    Plan requirements under Article 16 of the BPD, the top-heavy
                    minimum contribution will be allocated to all Eligible
                    Participants, in accordance with Section 16.2(a) of the BPD.
                    [NOTE: If this e. is not checked, any top-heavy minimum
                    contribution will be allocated only to Non-Key Employees, in
                    accordance with Section 16.2(a) of the BPD.]

[ ]  22.  QUALIFIED NONELECTIVE CONTRIBUTION (QNEC). The Employer may make a
          discretionary QNEC that is allocated under the following method.
          [NOTE: Regardless of any elections under this #22, the Employer may
          make a QNEC to the Plan to correct a failed ADP or ACP Test, as
          authorized under Sections 17.2(d)(2) and 17.3(d)(2) of the BPD. Any
          QNEC allocated to correct the ADP or ACP Test which is not
          specifically authorized under this #22 will be allocated as a uniform
          percentage of Included Compensation to all Eligible Participants who
          are Nonhighly Compensated Employees. See Section 2.3(e) of the BPD.]

          [ ]  a.   PRO RATA ALLOCATION METHOD. (See Section 2.3(e)(1) of the
                    BPD.) The QNEC will be allocated as a uniform percentage of
                    Included Compensation to:

                    [ ]  (1)  all Eligible Participants who are Nonhighly
                              Compensated Employees.

                    [ ]  (2)  all Eligible Participants.

          [ ]  b.   BOTTOM-UP QNEC METHOD. The QNEC will be allocated to
                    Eligible Participants who are Nonhighly Compensated
                    Employees in reverse order of Included Compensation. (See
                    Section 2.3(e)(2) of the BPD.)

          [ ]  c.   APPLICATION OF ALLOCATION CONDITIONS. If this c. is checked,
                    QNECs will be allocated only to Eligible Participants who
                    have satisfied the allocation conditions under #24 below.
                    [If this c. is not checked, QNECs will be allocated without
                    regard to the allocation conditions under #24 below.]

     23.  OPERATING RULES FOR DETERMINING AMOUNT OF EMPLOYER NONELECTIVE
          CONTRIBUTIONS.

          a.   SPECIAL RULES REGARDING INCLUDED COMPENSATION.

               (1)  APPLICABLE PERIOD FOR DETERMINING INCLUDED COMPENSATION. In
                    determining the amount of Employer Nonelective Contributions
                    to be allocated to an Eligible Participant under this Part
                    4C, Included Compensation is determined separately for each:
                    [If #21.b. above is checked, the Plan Year must be selected
                    under (a) below.]

                    [X]  (a)  Plan Year.

                    [ ]  (b)  Plan Year quarter.

                    [ ]  (c)  calendar month.

                    [ ]  (d)  payroll period.

                    [NOTE: If Part 3, #11.b. is checked, the period selected
                    under this (1) (to the extent such period refers to the Plan
                    Year) will be determined as if the Plan Year were the period
                    designated under Part 3, #11.b. See Section 2.2(c)(3) of the
                    BPD.]

          [ ]  (2)  SPECIAL RULE FOR PARTIAL PERIOD OF PARTICIPATION. If an
                    Employee is an Eligible Participant for only part of the
                    period designated under (1) above, Included Compensation is
                    taken into account for the entire period, including the
                    portion of the period during which the Employee is not an
                    Eligible Participant. [If this selection (2) is not checked,
                    Included Compensation is taken into account only for the
                    portion of the period during which the Employee is an
                    Eligible Participant.]

          [ ]  b.   SPECIAL RULES FOR APPLYING THE PERMITTED DISPARITY METHOD.
                    [Complete this b. only if #21.b. above is also checked.]

                    [ ]  (1)  APPLICATION OF FOUR-STEP FORMULA FOR TOP-HEAVY
                              PLANS. If this (1) is checked, the Four-Step
                              Formula applies instead of the Two-Step Formula
                              for any Plan Year in which the Plan is a Top-Heavy
                              Plan. [This (1) may only be checked if #21.b.(1)
                              above is also checked.]

                    [ ]  (2)  EXCESS COMPENSATION UNDER THE PERMITTED DISPARITY
                              METHOD is the amount of Included Compensation that
                              exceeds: [If this selection (2) is not checked,
                              Excess Compensation under the Permitted Disparity
                              Method is the amount of Included Compensation that
                              exceeds the Taxable Wage Base.]

                              [ ]  (a)  ________% (may not exceed 100%) of the
                                        Taxable Wage Base.

                                        [ ]  1.   The amount determined under
                                                  (a) is not rounded.

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                                   [ ]  2.   The amount determined under (a) is
                                             rounded (but not above the Taxable
                                             Wage Base) to the next higher:

                                             [ ]  a. $1.

                                             [ ]  b. $100.

                                             [ ]  c. $1,000.

                         [ ]  (b)  _____________________________________________
                                   (may not exceed the Taxable Wage Base).

                         [NOTE: The maximum integration percentage of 5.7% must
                         be reduced to (i) 5.4% if Excess Compensation is based
                         on an amount that is GREATER than 80% but less than
                         100% of the Taxable Wage Base or (ii) 4.3% if Excess
                         Compensation is based on an amount that is greater than
                         20% but less than or equal to 80% of the Taxable Wage
                         Base. See Section 2.2(b)(2) of the BPD.]

     24.  ALLOCATION CONDITIONS. An Eligible Participant must satisfy the
          following allocation conditions for an Employer Nonelective
          Contribution: [Check a. or b. or any combination of c. - e. Selection
          e. may not be checked if b. or d. is checked. Selection f. and/or g.
          may be checked in addition to b. - e.]

          [ ]  a.   NONE.

          [ ]  b.   SAFE HARBOR ALLOCATION CONDITION. An Employee must be
                    employed by the Employer on the last day of the Plan Year OR
                    must have more than ______ (not more than 500) Hours of
                    Service for the Plan Year.

          [X]  c.   LAST DAY OF EMPLOYMENT CONDITION. An Employee must be
                    employed with the Employer on the last day of the Plan Year.

          [X]  d.   HOURS OF SERVICE CONDITION. An Employee must be credited
                    with at least 1,000 Hours of Service (may not exceed 1,000)
                    during the Plan Year.

          [ ]  e.   ELAPSED TIME METHOD. (See Section 2.6(d) of the BPD.)

                    [ ]  (1)  SAFE HARBOR ALLOCATION CONDITION. An Employee must
                              be employed by the Employer on the last day of the
                              Plan Year OR must have more than ______ (not more
                              than 91) consecutive days of employment with the
                              Employer during the Plan Year.

                    [ ]  (2)  SERVICE CONDITION. An Employee must have more than
                              ______ (not more than 182) consecutive days of
                              employment with the Employer during the Plan Year.

          [ ]  f.   APPLICATION TO A SPECIFIED PERIOD. In applying the
                    allocation condition(s) designated under b. through e.
                    above, the allocation condition(s) will be based on the
                    period designated under #23.a.(1) above. In applying an
                    Hours of Service condition under d. above, the following
                    method will be used: [This f. should be checked only if a
                    period other than the Plan Year is selected under #23.a.(1)
                    above. Selection (1) or (2) must be selected only if d.
                    above is also checked.]

                    [ ]  (1)  FRACTIONAL METHOD (see Section 2.6(e)(2)(i) of the
                              BPD).

                    [ ]  (2)  PERIOD-BY-PERIOD METHOD (see Section 2.6(e)(2)(ii)
                              of the BPD).

                    [PRACTITIONER NOTE: If this f. is not checked, any
                    allocation condition(s) selected under b. through e. above
                    will apply with respect to the Plan Year, regardless of the
                    period selected under #23.a.(1) above. See Section 2.6(e) of
                    the BPD for procedural rules for applying allocation
                    conditions for a period other than the Plan Year.]

          [ ]  g.   The above allocation condition(s) will NOT apply if:

                    [ ]  (1)  the Participant dies during the Plan Year.

                    [ ]  (2)  the Participant is Disabled.

                    [ ]  (3)  the Participant, by the end of the Plan Year, has
                              reached:

                              [ ]  (a)  Normal Retirement Age.

                              [ ]  (b)  Early Retirement Age.

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                   PART 4D - EMPLOYEE AFTER-TAX CONTRIBUTIONS

                          (See Section 3.1 of the BPD)

[ ]       CHECK THIS SELECTION TO ALLOW FOR EMPLOYEE AFTER-TAX CONTRIBUTIONS. If
          Employee After-Tax Contributions will not be permitted under the Plan,
          do not check this selection and skip the remainder of this Part 4D.
          [NOTE: The eligibility conditions for making Employee After-Tax
          Contributions are listed in Part 1 of this Agreement under "Section
          401(k) Deferrals."]

[ ]  25.  MAXIMUM. ______% of Included Compensation for:

          [ ]  a.   the entire Plan Year.

          [ ]  b.   the portion of the Plan Year during which the Employee is an
                    Eligible Participant.

          [ ]  c.   each separate payroll period during which the Employee is an
                    Eligible Participant.

          [NOTE: If this #25 is not checked, the only limit on Employee
          After-Tax Contributions is the Annual Additions Limitation under
          Article 7 of the BPD. If Part 3, #11.b. is checked, any period
          selected under this #25 will be determined as if the Plan Year were
          the period designated under Part 3, #11.b. See Section 2.2(c)(3) of
          the BPD.]

[ ]  26.  MINIMUM. For any payroll period, no less than:

          [ ]  a.   _____% of Included Compensation.

          [ ]  b.   $_________.

                   PART 4E - SAFE HARBOR 401(K) PLAN ELECTION

                          (See Section 17.6 of the BPD)

[ ]       CHECK THIS SELECTION AND COMPLETE THIS PART 4E IF THE PLAN IS DESIGNED
          TO BE A SAFE HARBOR 401(K) PLAN.

[ ]  27.  SAFE HARBOR MATCHING CONTRIBUTION: The Employer will make an Employer
          Matching Contribution with respect to an Eligible Participant's
          Section 401(k) Deferrals and/or Employee After-Tax Contributions
          ("applicable contributions") under the following formula: [Complete
          selection a. or b. In addition, complete selection c. Selection d. may
          be checked in addition to a. or b. and c.]

          [ ]  a.   BASIC FORMULA: 100% of applicable contributions up to the
                    first 3% of Included Compensation, plus 50% of applicable
                    contributions up to the next 2% of Included Compensation.

          [ ]  b.   ENHANCED FORMULA:

                    [ ]  (1)  ____% (not less than 100%) of applicable
                              contributions up to ____% of Included Compensation
                              (not less than 4% and not more than 6%).

                    [ ]  (2)  The sum of: [THE CONTRIBUTIONS UNDER THIS (2) MUST
                              NOT BE LESS THAN THE CONTRIBUTIONS THAT WOULD BE
                              CALCULATED UNDER A. AT EACH LEVEL OF APPLICABLE
                              CONTRIBUTIONS.]

                              [ ]  (a)  _____ % of applicable contributions up
                                        to the first

                                   (b)  ______% of Included Compensation, plus

                              [ ]  (c)  _____% of applicable contributions up
                                        to the next

                                   (d)  _____ % of Included Compensation.

                              [NOTE: The percentage in (c) may not be greater
                              than the percentage in (a). In addition, the sum
                              of the percentages in (b) and (d) may not exceed
                              6%.]

               c.   APPLICABLE CONTRIBUTIONS TAKEN INTO ACCOUNT: (See Section
                    17.6(a)(1)(i) of the BPD.) The Safe Harbor Matching
                    Contribution formula elected in a. or b. above (and any
                    limitations on the amount of a Participant's applicable
                    contributions considered under such formula(s)) are applied
                    separately for each:

                    [ ]  (1)  Plan Year.

                    [ ]  (2)  Plan Year quarter.

                    [ ]  (3)  calendar month.

                    [ ]  (4)  payroll period.

                    [NOTE: If Part 3, #11.b. is checked, any period selected
                    under this #25 will be determined as if the Plan Year were
                    the period designated under Part 3, #11.b. See Section
                    2.2(c)(3) of the BPD.]

          [ ]  d.   DEFINITION OF APPLICABLE CONTRIBUTIONS. Check this d. if the
                    Plan permits Employee After-Tax Contributions but the Safe
                    Harbor Matching Contribution formula selected under a. or b.
                    above does not apply to such Employee After-Tax
                    Contributions.

[ ]  28.  SAFE HARBOR NONELECTIVE CONTRIBUTION: _____% (no less than 3%) of
          Included Compensation.

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          [ ]  a.   Check this selection if the Employer will make this Safe
                    Harbor Nonelective Contribution pursuant to a supplemental
                    notice as described in Section 17.6(a)(1)(ii) of the BPD. If
                    this a. is checked, the Safe Harbor Nonelective Contribution
                    will be required only for a Plan Year for which the
                    appropriate supplemental notice is provided. For any Plan
                    Year in which the supplemental notice is not provided, the
                    Plan is not a Safe Harbor 401(k) Plan.

          [ ]  b.   Check this selection to provide the Employer with the
                    discretion to increase the above percentage to a higher
                    percentage.

          [ ]  c.   Check this selection if the Safe Harbor Nonelective
                    Contribution will be made under another plan maintained by
                    the Employer and identify the plan:

                    ____________________________________________________________

          [ ]  d.   Check this d. if the Safe Harbor Nonelective Contribution
                    offsets the allocation that would otherwise be made to the
                    Participant under Part 4C, #21 above. If the Permitted
                    Disparity Method is elected under Part 4C, #21.b., this
                    offset applies only to the second step of the Two-Step
                    Formula or the fourth step of the Four-Step Formula, as
                    applicable.

[ ]  29.  SPECIAL RULE FOR PARTIAL PERIOD OF PARTICIPATION. If an Employee is an
          Eligible Participant for only part of a Plan Year, Included
          Compensation is taken into account for the entire Plan Year, including
          the portion of the Plan Year during which the Employee is not an
          Eligible Participant. [If this #29 is not checked, Included
          Compensation is taken into account only for the portion of the Plan
          Year in which the Employee is an Eligible Participant.]

     30.  ELIGIBLE PARTICIPANT. For purposes of the Safe Harbor Contributions
          elected above, "Eligible Participant" means: [Check a., b. or c.
          Selection d. may be checked in addition to a., b. or c.]

          [ ]  a.   All Eligible Participants (as determined for Section 401(k)
                    Deferrals).

          [ ]  b.   All Nonhighly Compensated Employees who are Eligible
                    Participants (as determined for Section 401(k) Deferrals).

          [ ]  c.   All Nonhighly Compensated Employees who are Eligible
                    Participants (as determined for Section 401(k) Deferrals)
                    and all Highly Compensated Employees who are Eligible
                    Participants (as determined for Section 401(k) Deferrals)
                    but who are not Key Employees.

          [ ]  d.   Check this d. if the selection under a., b. or c., as
                    applicable, applies only to Employees who would be Eligible
                    Participants for any portion of the Plan Year if the
                    eligibility conditions selected for Section 401(k) Deferrals
                    in Part 1, #5 of this Agreement were one Year of Service and
                    age 21. (See Section 17.6(a)(1) of the BPD.)

                     PART 4F - SPECIAL 401(K) PLAN ELECTIONS

                           (See Article 17 of the BPD)

     31.  ADP/ACP TESTING METHOD. In performing the ADP and ACP tests, the
          Employer will use the following method: (See Sections 17.2 and 17.3 of
          the BPD for an explanation of the ADP/ACP testing methods.)

          [X]  a.   Prior Year Testing Method.

          [ ]  b.   Current Year Testing Method.

          [PRACTITIONER NOTE: If this Plan is intended to be a Safe-Harbor
          401(k) Plan under Part 4E above, the Current Year Testing Method MUST
          be elected under b. See Section 17.6 of the BPD.]

[ ]  32.  FIRST PLAN YEAR FOR SECTION 401(K) DEFERRALS. (See Section 17.2(b) of
          the BPD.) Check this selection if this Agreement covers the first Plan
          Year that the Plan permits Section 401(k) Deferrals. The ADP for the
          Nonhighly Compensated Employee Group for such first Plan Year is
          determined under the following method:

          [ ]  a.   the Prior Year Testing Method, assuming a 3% deferral
                    percentage for the Nonhighly Compensated Employee Group.

          [ ]  b.   the Current Year Testing Method using the actual deferral
                    percentages of the Nonhighly Compensated Employee Group.

[ ]  33.  FIRST PLAN YEAR FOR EMPLOYER MATCHING CONTRIBUTIONS OR EMPLOYEE
          AFTER-TAX CONTRIBUTIONS. (See Section 17.3(b) of the BPD.) Check this
          selection if this Agreement covers the first Plan Year that the Plan
          includes either an Employer Matching Contribution formula or permits
          Employee After-Tax Contributions. The ACP for the Nonhighly
          Compensated Employee Group for such first Plan Year is determined
          under the following method:

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          [ ]  a.   the Prior Year Testing Method, assuming a 3% contribution
                    percentage for the Nonhighly Compensated Employee Group.

          [ ]  b.   the Current Year Testing Method using the actual
                    contribution percentages of the Nonhighly Compensated
                    Employee Group.

                            PART 5 - RETIREMENT AGES

                   (See Sections 22.57 and 22.126 of the BPD)

     34.  NORMAL RETIREMENT AGE:

          [X]  a.   Age 65 (not to exceed 65).

          [ ]  b.   The later of (1) age ______ (not to exceed 65) or (2) the
                    ______ (not to exceed 5th) anniversary of the date the
                    Employee commenced participation in the Plan.

          [ ]  c.   _________ (may not be later than the maximum age permitted
                    under b.)

     35.  EARLY RETIREMENT AGE: [Check a. or check b. and/or c.]

          [X]  a.   Not applicable.

          [ ]  b.   Age _________.

          [ ]  c.   Completion of _________ Years of Service, determined as
                    follows:

                    [ ]  (1)  Same as for eligibility.

                    [ ]  (2)  Same as for vesting.

                             PART 6 - VESTING RULES

                           (See Article 4 of the BPD)

     -    COMPLETE THIS PART 6 ONLY IF THE EMPLOYER HAS ELECTED TO MAKE EMPLOYER
          MATCHING CONTRIBUTIONS UNDER PART 4B OR EMPLOYER NONELECTIVE
          CONTRIBUTIONS UNDER PART 4C. SECTION 401(K) DEFERRALS, EMPLOYEE
          AFTER-TAX CONTRIBUTIONS, QMACS, QNECS, SAFE HARBOR CONTRIBUTIONS, AND
          ROLLOVER CONTRIBUTIONS ARE ALWAYS 100% VESTED. (SEE SECTION 4.2 OF THE
          BPD FOR THE DEFINITIONS OF THE VARIOUS VESTING SCHEDULES.)

     36.  NORMAL VESTING SCHEDULE: [Check one of a. - f. for those contributions
          the Employer elects to make under Part 4 of this Agreement.]

<TABLE>
<CAPTION>
                 (1)          (2)
               EMPLOYER     EMPLOYER
                 MATCH    NONELECTIVE
               --------   -----------
<S>            <C>        <C>           <C>
          a.      [ ]         [ ]       Full and immediate vesting.

          b.      [ ]         [ ]       7-year graded vesting schedule.

          c.      [ ]         [ ]       6-year graded vesting schedule.

          d.      [ ]         [ ]       5-year cliff vesting schedule.

          e.      [ ]         [ ]       3-year cliff vesting schedule.

          f.      [X]         [X]       Modified vesting schedule:

                                        (1)  33.33% after 1 Year of Service

                                        (2)  66.67% after 2 Years of Service

                                        (3)  100% after 3 Years of Service

                                        (4)  __________% after 4 Years of Service

                                        (5)  __________% after 5 Years of Service

                                        (6)  __________% after 6 Years of Service, and

                                        (7)  100% after 7 Years of Service.

                                        [NOTE: The percentages selected under the modified
                                        vesting schedule must not be less than the percentages
                                        that would be required under the 7-year graded vesting
                                        schedule, unless 100% vesting occurs after no more than
                                        5 Years of Service.]
</TABLE>

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     37.  VESTING SCHEDULE WHEN PLAN IS TOP-HEAVY: [Check one of a. - d. for
          those contributions the Employer elects to make under Part 4 of this
          Agreement.]

<TABLE>
<CAPTION>
                 (1)          (2)
               EMPLOYER    EMPLOYER
                MATCH     NONELECTIVE
               --------   -----------
<S>            <C>        <C>           <C>
          a.      [ ]         [ ]       Full and immediate vesting.

          b.      [ ]         [ ]       6-year graded vesting schedule.

          c.      [ ]         [ ]       3-year cliff vesting schedule.

          d.      [X]         [X]       Modified vesting schedule:

                                        (1)  33.33% after 1 Year of Service

                                        (2)  66.67% after 2 Years of Service

                                        (3)  100% after 3 Years of Service

                                        (4)  __________% after 4 Years of Service

                                        (5)  __________% after 5 Years of Service, and

                                        (6)  100% after 6 Years of Service.

                                        [NOTE: The percentages selected under the modified
                                        vesting schedule must not be less than the percentages
                                        that would be required under the 6-year graded vesting
                                        schedule, unless 100% vesting occurs after no more than
                                        3 Years of Service.]
</TABLE>

[ ]  38.  SERVICE EXCLUDED UNDER THE ABOVE VESTING SCHEDULE(S):

          [ ]  a.   Service before the original Effective Date of this Plan.
                    (See Section 4.5(b)(1) of the BPD for rules that require
                    service under a Predecessor Plan to be counted.)

          [ ]  b.   Years of Service completed before the Employee's ______
                    birthday (cannot exceed the 18th birthday).

[X]  39.  SPECIAL 100% VESTING. An Employee's vesting percentage increases to
          100% if, while employed with the Employer, the Employee:

          [X]  a.   dies.

          [X]  b.   becomes Disabled (as defined in Section 22.53 of the BPD).

          [ ]  c.   reaches Early Retirement Age (as defined in Part 5, #35
                    above).

[X]  40.  SPECIAL VESTING PROVISIONS: Participants who terminated under the
          Vitalworks Inc. 401(k) Profit Sharing Plan prior to January 1, 2003,
          will follow the 5-year graded vesting schedule that was in effect at
          that time.

          [NOTE: Any special vesting provision designated in #40 must satisfy
          the requirements of Code Section 411(a) and must satisfy the
          nondiscrimination requirements under Section 1.401(a)(4) of the
          regulations.]

                    PART 7 - SPECIAL SERVICE CREDITING RULES

                           (See Article 6 of the BPD)

IF NO MINIMUM SERVICE REQUIREMENT APPLIES UNDER PART 1, #5 OF THIS AGREEMENT AND
ALL CONTRIBUTIONS ARE 100% VESTED UNDER PART 6, SKIP THIS PART 7.

     -    YEAR OF SERVICE - ELIGIBILITY. 1,000 Hours of Service during an
          Eligibility Computation Period. Hours of Service are calculated using
          the Actual Hours Crediting Method. [To modify, complete #41 below.]

     -    ELIGIBILITY COMPUTATION PERIOD. If one Year of Service is required for
          eligibility, the Shift-to-Plan-Year Method is used. If two Years of
          Service are required for eligibility, the Anniversary Year Method is
          used. [To modify, complete #42 below.]

     -    YEAR OF SERVICE - VESTING. 1,000 Hours of Service during a Vesting
          Computation Period. Hours of Service are calculated using the Actual
          Hours Crediting Method. [To modify, complete #43 below.]

     -    VESTING COMPUTATION PERIOD. The Plan Year. [To modify, complete #44
          below.]

     -    BREAK IN SERVICE RULES. The Rule of Parity Break in Service rule
          applies for both eligibility and vesting but the one-year holdout
          Break in Service rule is NOT used for eligibility or vesting. [To
          modify, complete #45 below.]

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[ ]  41.  ALTERNATIVE DEFINITION OF YEAR OF SERVICE FOR ELIGIBILITY.

          [ ]  a.   A Year of Service is _________ Hours of Service (may not
                    exceed 1,000) during an Eligibility Computation Period.

          [ ]  b.   Use the Equivalency Method (as defined in Section 6.5(a) of
                    the BPD) to count Hours of Service. If this b. is checked,
                    each Employee will be credited with 190 Hours of Service for
                    each calendar month for which the Employee completes at
                    least one Hour of Service, unless a different Equivalency
                    Method is selected under #46 below. The Equivalency Method
                    applies to:

                    [ ]  (1)  All Employees.

                    [ ]  (2)  Employees who are not paid on an hourly basis. For
                              hourly Employees, the Actual Hours Method will be
                              used.

          [ ]  c.   Use the Elapsed Time Method instead of counting Hours of
                    Service. (See Section 6.5(b) of the BPD.)

[ ]  42.  ALTERNATIVE METHOD FOR DETERMINING ELIGIBILITY COMPUTATION
          PERIODS. (See Section 1.4(c) of the BPD.)

          [ ]  a.   ONE YEAR OF SERVICE ELIGIBILITY. Eligibility Computation
                    Periods are determined using the Anniversary Year Method
                    instead of the Shift-to-Plan-Year Method.

          [ ]  b.   TWO YEARS OF SERVICE ELIGIBILITY. Eligibility Computation
                    Periods are determined using the Shift-to-Plan-Year Method
                    instead of the Anniversary Year Method.

[X]  43.  ALTERNATIVE DEFINITION OF YEAR OF SERVICE FOR VESTING.

          [ ]  a.   A Year of Service is _____ Hours of Service (may not exceed
                    1,000) during a Vesting Computation Period.

          [ ]  b.   Use the Equivalency Method (as defined in Section 6.5(a) of
                    the BPD) to count Hours of Service. If this b. is checked,
                    each Employee will be credited with 190 Hours of Service for
                    each calendar month for which the Employee completes at
                    least one Hour of Service, unless a different Equivalency
                    Method is selected under #46 below. The Equivalency Method
                    applies to:

                    [ ]  (1)  All Employees.

                    [ ]  (2)  Employees who are not paid on an hourly basis. For
                              hourly Employees, the Actual Hours Method will be
                              used.

          [X]  c.   Use the Elapsed Time Method instead of counting Hours of
                    Service. (See Section 6.5(b) of the BPD.)

[X]  44.  ALTERNATIVE METHOD FOR DETERMINING VESTING COMPUTATION PERIODS.
          Instead of Plan Years, use:

          [X]  a.   Anniversary Years. (See Section 4.4 of the BPD.)

          [ ]  b.   (Describe Vesting Computation Period):

                    ___________________________________________________

                    [PRACTITIONER NOTE: Any Vesting Computation Period described
                    in b. must be a 12-consecutive month period and must apply
                    uniformly to all Participants.]

[X]  45.  BREAK IN SERVICE RULES.

          [X]  a.   The RULE OF PARITY BREAK IN SERVICE RULE does not apply for
                    purposes of determining eligibility or vesting under the
                    Plan. [If this selection a. is not checked, the Rule of
                    Parity Break in Service Rule applies for purposes of
                    eligibility and vesting. (See Sections 1.6 and 4.6 of the
                    BPD.)]

          [ ]  b.   ONE-YEAR HOLDOUT BREAK IN SERVICE RULE.

                    [ ]  (1)  Applies to determine eligibility for: [Check one
                              or both.]

                              [ ]  (a)  Employer Contributions (other than
                                        Section 401(k) Deferrals).

                              [ ]  (b)  Section 401(k) Deferrals. (See Section
                                        1.6(c) of the BPD.)

                    [ ]  (2)  Applies to determine vesting. (See Section 4.6(a)
                              of the BPD.)

[ ]  46.  SPECIAL RULES FOR APPLYING EQUIVALENCY METHOD. [This #46 may only be
          checked if #41.b. and/or #43.b. is checked above.]

          [ ]  a.   ALTERNATIVE METHOD. Instead of applying the Equivalency
                    Method on the basis of months worked, the following
                    method will apply. (See Section 6.5(a) of the BPD.)

                    [ ]  (1)  DAILY METHOD. Each Employee will be credited with
                              10 Hours of Service for each day worked.

                    [ ]  (2)  WEEKLY METHOD. Each Employee will be credited with
                              45 Hours of Service for each week worked.

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                    [ ]  (3)  SEMI-MONTHLY METHOD. Each Employee will be
                              credited with 95 Hours of Service for each
                              semi-monthly payroll period worked.

          [ ]  b.   APPLICATION OF SPECIAL RULES. The alternative method elected
                    in a. applies for purposes of: [Check (1) and/or (2).]

                    [ ]  (1)  Eligibility. [Check this (1) only if #41.b. is
                              checked above.]

                    [ ]  (2)  Vesting. [Check this (2) only if #43.b. is checked
                              above.]

                  PART 8 - ALLOCATION OF FORFEITURES

                      (See Article 5 of the BPD)

     [ ]  CHECK THIS SELECTION IF ALL CONTRIBUTIONS UNDER THE PLAN ARE 100%
          VESTED AND SKIP THIS PART 8. (SEE SECTION 5.5 OF THE BPD FOR THE
          DEFAULT FORFEITURE RULES IF NO FORFEITURE ALLOCATION METHOD IS
          SELECTED UNDER THIS PART 8.)

     47.  TIMING OF FORFEITURE ALLOCATIONS:

<TABLE>
<CAPTION>
                  (1)         (2)
               EMPLOYER     EMPLOYER
                 MATCH    NONELECTIVE
               --------   -----------
<S>            <C>        <C>           <C>
          a.      [X]         [X]       In the same Plan Year in which the forfeitures occur.

          b.      [ ]         [ ]       In the Plan Year following the Plan Year in which the
                                        forfeitures occur.
</TABLE>

     48.  METHOD OF ALLOCATING FORFEITURES: (See the operating rules in Section
          5.5 of the BPD.)

<TABLE>
<CAPTION>
                  (1)          (2)
               EMPLOYER     EMPLOYER
                 MATCH    NONELECTIVE
               --------   -----------
<S>            <C>        <C>           <C>
          a.      [ ]         [ ]       Reallocate as additional Employer Nonelective
                                        Contributions using the allocation method specified in
                                        Part 4C, #21 of this Agreement. If no allocation method
                                        is specified, use the Pro Rata Allocation Method under
                                        Part 4C, #21.a. of this Agreement.

          b.      [ ]         [ ]       Reallocate as additional Employer Matching
                                        Contributions using the discretionary allocation method
                                        in Part 4B, #16.b. of this Agreement.

          c.      [X]         [X]       Reduce the: [Check one or both.]

                                        [X]  (a)  Employer Matching Contributions

                                        [X]  (b)  Employer Nonelective Contributions

                                        the Employer would otherwise make for the Plan Year in
                                        which the forfeitures are allocated. [NOTE: If both (a)
                                        and (b) are checked, the Employer may adjust its
                                        contribution deposits in any manner, provided the total
                                        Employer Matching Contributions and Employer
                                        Nonelective Contributions (as applicable) properly take
                                        into account the forfeitures used to reduce such
                                        contributions for that Plan Year.]
</TABLE>

[X]  49.  PAYMENT OF PLAN EXPENSES. Forfeitures are first used to pay Plan
          expenses for the Plan Year in which the forfeitures are to be
          allocated. (See Section 5.5(c) of the BPD.) Any remaining forfeitures
          are allocated as provided in #48 above.

[X]  50.  MODIFICATION OF CASH-OUT RULES. The Cash-Out Distribution rules are
          modified in accordance with Sections 5.3(a)(1)(i)(C) and
          5.3(a)(1)(ii)(C) of the BPD to allow for an immediate forfeiture,
          regardless of any additional allocations during the Plan Year.

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             PART 9 - DISTRIBUTIONS AFTER TERMINATION OF EMPLOYMENT

                          (See Section 8.3 of the BPD)

     -    THE ELECTIONS IN THIS PART 9 ARE SUBJECT TO THE OPERATING RULES IN
          ARTICLES 8 AND 9 OF THE BPD.

     51.  VESTED ACCOUNT BALANCES IN EXCESS OF $5,000. Distribution is first
          available as soon as administratively feasible following:

          [X]  a.   the Participant's employment termination date.

          [ ]  b.   the end of the Plan Year that contains the Participant's
                    employment termination date.

          [ ]  c.   the first Valuation Date following the Participant's
                    termination of employment.

          [ ]  d.   the Participant's Normal Retirement Age (or Early Retirement
                    Age, if applicable) or, if later, the Participant's
                    employment termination date.

          [ ]  e.   (Describe distribution event)

                    _______________________________________________________

                    [PRACTITIONER NOTE: Any distribution event described in e.
                    will apply uniformly to all Participants under the Plan.]

     52.  VESTED ACCOUNT BALANCES OF $5,000 OR LESS. Distribution will be made
          in a LUMP SUM as soon as administratively feasible following:

          [X]  a.   the Participant's employment termination date.

          [ ]  b.   the end of the Plan Year that contains the Participant's
                    employment termination date.

          [ ]  c.   the first Valuation Date following the Participant's
                    termination of employment.

          [ ]  d.   (Describe distribution event):
                    _______________________________________________________

                    [PRACTITIONER NOTE: Any distribution event described in d.
                    will apply uniformly to all Participants under the Plan.]

[X]  53.  DISABLED PARTICIPANT. A Disabled Participant (as defined in Section
          22.53 of the BPD) may request a distribution (if earlier than
          otherwise permitted under #51 or #52 (as applicable)) as soon as
          administratively feasible following:

          [X]  a.   the date the Participant becomes Disabled.

          [ ]  b.   the end of the Plan Year in which the Participant
                    becomes Disabled.

          [ ]  c.   (Describe distribution event):

                    _______________________________________________________

                    [PRACTITIONER NOTE: Any distribution event described in c.
                    will apply uniformly to all Participants under the Plan.]

[ ]  54.  HARDSHIP WITHDRAWALS FOLLOWING TERMINATION OF EMPLOYMENT. A terminated
          Participant may request a Hardship withdrawal (as defined in Section
          8.6 of the BPD) before the date selected in #51 or #52 above, as
          applicable.

[ ]  55.  SPECIAL OPERATING RULES.

          [ ]  a.   MODIFICATION OF PARTICIPANT CONSENT REQUIREMENT. A
                    Participant must consent to a distribution from the Plan,
                    even if the Participant's vested Account Balance does not
                    exceed $5,000. See Section 8.3(b) of the BPD. [NOTE: If this
                    a. is not checked, the involuntary distribution rules under
                    Section 8.3(b) of the BPD apply.]

          [ ]  b.   DISTRIBUTION UPON ATTAINMENT OF NORMAL RETIREMENT AGE (OR
                    AGE 62, IF LATER). A distribution from the Plan will be made
                    without a Participant's consent if such Participant has
                    terminated employment and has attained Normal Retirement Age
                    (or age 62, if later). See Section 8.7 of the BPD.

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                       PART 10 - IN-SERVICE DISTRIBUTIONS

                          (See Section 8.5 of the BPD)

     -         THE ELECTIONS IN THIS PART 10 ARE SUBJECT TO THE OPERATING RULES
               IN ARTICLES 8 AND 9 OF THE BPD.

     56.       PERMITTED IN-SERVICE DISTRIBUTION EVENTS: [Elections under the
               Section 401(k) Deferrals column also apply to any QNECs, QMACs,
               and Safe Harbor Contributions unless otherwise specified in d.
               below.]

<TABLE>
<CAPTION>
                       (1)
                     Section       (2)         (3)
                      401(K)    EMPLOYER     EMPLOYER
                    DEFERRALS     MATCH    NONELECTIVE
                    ---------   --------   -----------
<S>            <C>  <C>         <C>        <C>           <C>
               a.      [ ]         [ ]         [ ]       In-service distributions are not available.

               b.      [X]         [X]         [X]       After age 59-1/2. [If earlier than age 59 1/2 age
                                                         is deemed to be age 59 1/2 for Section 401(k)
                                                         Deferrals if the selection is checked under that
                                                         column.]

               c.      [X]         [X]         [X]       A safe harbor Hardship described in Section 8.6(a)
                                                         of the BPD. [Note: Not applicable to QNECs, QMACs
                                                         and Safe Harbor Contributions.]

               d.      N/A         [ ]         [ ]       A Hardship described in Section 8.6 (b) of the BPD.

               e.      N/A         [ ]         [ ]       After the Participant has participated in the Plan
                                                         for at least _____  years (cannot be less than 5
                                                         years).

               f.      N/A        [N/A]       [N/A]      At any time with respect to the portion of the
                                                         vested Account Balance derived from contributions
                                                         accumulated in the Plan for at least 2 years.

               g.      [ ]         [ ]         [ ]       Upon a Participant becoming Disabled (as defined in
                                                         Section 22.53).

               h.      [ ]         [ ]         [ ]       Attainment of Normal Retirement Age. [If earlier
                                                         than age 59 1/2, age is deemed to be 59 1/2 for
                                                         Section 401(k) Deferrals if the selection is
                                                         checked under that column.]

               i.      N/A         [ ]         [ ]       Attainment of Early Retirement Age.
</TABLE>

     57.       LIMITATIONS THAT APPLY TO IN-SERVICE DISTRIBUTIONS:

               [ ]  a.   Available only if the Account which is subject to
                         withdrawal is 100% vested. (See Section 4.8 of the BPD
                         for special vesting rules if NOT checked.)

               [ ]  b.   No more than ____ in-service distribution(s) in a Plan
                         Year.

               [ ]  c.   The minimum amount of any in-service distribution will
                         be $____ (may not exceed $1,000).

               [ ]  d.   (Describe limitations on in-service distributions) ____

               [PRACTITIONER NOTE: Any limitations described in d. will apply
               uniformly to all Participants under the Plan.]

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                         PART 11 - DISTRIBUTION OPTIONS

                          (See Section 8.1 of the BPD)

     58.       OPTIONAL FORMS OF PAYMENT AVAILABLE UPON TERMINATION OF
               EMPLOYMENT:

               [X]  a.   Lump sum distribution of entire vested Account Balance.

               [ ]  b.   Single sum distribution of a portion of vested Account
                         Balance.

               [ ]  c.   Installments for a specified term or specified dollar
                         amount.

               [X]  d.   Installments for required minimum distributions only.

               [ ]  e.   Annuity payments (see Section 8.1 of the BPD).

               [ ]  f.   (Describe optional forms or limitations on available
                         forms) __________________________

               [PRACTITIONER NOTE: Unless specified otherwise in f., a
               Participant may receive a distribution in any combination of the
               forms of payment selected in a. - f. Any optional forms or
               limitations described in f. will apply uniformly to all
               Participants under the Plan.]

     59.       APPLICATION OF THE QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA)
               AND QUALIFIED PRERETIREMENT SURVIVOR ANNUITY (QPSA) PROVISIONS:
               (See Article 9 of the BPD.)

               [X]  a.   DO NOT APPLY. [NOTE: The QJSA and QPSA provisions
                         automatically apply to any assets of the Plan that were
                         received as a transfer from another plan that was
                         subject to the QJSA and QPSA rules. If this a. is
                         checked, the QJSA and QPSA rules generally will apply
                         only with respect to transferred assets or if
                         distribution is made in the form of life annuity. See
                         Section 9.1(b) of the BPD.]

               [ ]  b.   APPLY, with the following modifications: [Check this b.
                         to have all assets under the Plan be subject to the
                         QJSA and QPSA requirements. See Section 9.1(a) of the
                         BPD.]

                         [ ]  (1)  NO MODIFICATIONS.

                         [ ]  (2)  MODIFIED QJSA BENEFIT. Instead of a 50%
                                   survivor benefit, the normal form of the QJSA
                                   provides the following survivor benefit to
                                   the spouse:

                                   [ ]  (a)  100%.

                                   [ ]  (b)  75%.

                                   [ ]  (c)  66 2/3%.

                         [ ]  (3)  MODIFIED QPSA BENEFIT. Instead of a 50% QPSA
                                   benefit, the QPSA benefit is 100% of the
                                   Participant's vested Account Balance.

               [ ]  c.   ONE-YEAR MARRIAGE RULE. The one-year marriage rule
                         under Sections 8.4(c)(4) and 9.3 of the BPD applies.
                         Under this rule, a Participant's spouse will not be
                         treated as a surviving spouse unless the Participant
                         and spouse were married for at least one year at the
                         time of the Participant's death.

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                       PART 12 - ADMINISTRATIVE ELECTIONS

     -         USE THIS PART 12 TO IDENTIFY ADMINISTRATIVE ELECTIONS AUTHORIZED
               BY THE BPD. THESE ELECTIONS MAY BE CHANGED WITHOUT REEXECUTING
               THIS AGREEMENT BY SUBSTITUTING A REPLACEMENT OF THIS PAGE WITH
               NEW ELECTIONS. TO THE EXTENT THIS PART 12 IS NOT COMPLETED, THE
               DEFAULT PROVISIONS IN THE BPD APPLY.

     60.       Are PARTICIPANT LOANS permitted? (See Article 14 of the BPD.)

               [ ]  a.   No

               [X]  b.   Yes

                         [X]  (1)  Use the default loan procedures under Article
                                   14 of the BPD.

                         [ ]  (2)  Use a separate written loan policy to modify
                                   the default loan procedures under Article 14
                                   of the BPD.

     61.       Are Participants permitted to DIRECT INVESTMENTS? (See Section
               13.5(c) of the BPD.)

               [ ]  a.   No

               [X]  b.   Yes

                         [X]  (1)  Specify Accounts: all accounts

                         [X]  (2)  Check this selection if the Plan is intended
                                   to comply with ERISA Section 404(C). (See
                                   Section 13.5(c)(2) of the BPD.)

     62.       Is any portion of the Plan DAILY VALUED? (See Section 13.2(b) of
               the BPD.)

               [ ]  a.   No

               [X]  b.   Yes. Specify Accounts and/or investment options: all
                         accounts

     63.       Is any portion of the Plan VALUED PERIODICALLY (other than
               daily)? (See Section 13.2(a) of the BPD.)

               [X]  a.   No

               [ ]  b.   Yes

                         [ ]  (1)  Specify Accounts and/or investment
                                   options: _____

                         [ ]  (2)  Specify valuation date(s): _____

                         [ ]  (3)  The following special allocation rules apply:
                                   [If this (3) is not checked, the Balance
                                   Forward Method under Section 13.4(a) of the
                                   BPD applies.]

                                   [ ]  (a)  Weighted average method. (See
                                             Section 13.4(a)(2)(i) of the BPD.)

                                   [ ]  (b)  Adjusted percentage method, taking
                                             into account % of contributions
                                             made during the valuation period.
                                             (See Section 13.4(a)(2)(ii) of the
                                             BPD.)

                                   [ ]  (c)  (Describe allocation rules) _____

                                   [PRACTITIONER NOTE: Any allocation rules
                                   described in (c) must be in accordance with a
                                   definite predetermined formula that is not
                                   based on compensation, that satisfies the
                                   nondiscrimination requirements of Section
                                   1.401(a)(4) of the regulations, and that is
                                   applied uniformly to all Participants.]

     64.       Does the Plan accept ROLLOVER CONTRIBUTIONS? (See Section 3.2 of
               the BPD.)

               [ ]  a.   No

               [X]  b.   Yes

     65.       Are LIFE INSURANCE investments permitted? (See Article 15 of the
               BPD.)

               [X]  a.   No

               [ ]  b.   Yes

     66.       Do the DEFAULT QDRO PROCEDURES under Section 11.5 of the BPD
               apply?

               [ ]  a.   No

               [X]  b.   Yes

     67.       Do the DEFAULT CLAIMS PROCEDURES under Section 11.6 of the BPD
               apply?

               [ ]  a.   No

               [X]  b.   Yes

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<PAGE>

                        PART 13 - MISCELLANEOUS ELECTIONS

     -         THE FOLLOWING ELECTIONS OVERRIDE CERTAIN DEFAULT PROVISIONS UNDER
               THE BPD AND PROVIDE SPECIAL RULES FOR ADMINISTERING THE PLAN.
               COMPLETE THE FOLLOWING ELECTIONS TO THE EXTENT THEY APPLY TO THE
               PLAN.

[X]  68.       DETERMINATION OF HIGHLY COMPENSATED EMPLOYEES.

               [X]  a.   The TOP-PAID GROUP TEST applies. [If this selection a.
                         is not checked, the Top-Paid Group Test will NOT apply.
                         See Section 22.99(b)(4) of the BPD.]

               [ ]  b.   The CALENDAR YEAR ELECTION applies. [This selection b.
                         may only be chosen if the Plan Year is NOT the calendar
                         year. See Section 22.99(b)(5) of the BPD.]

[ ]  69.       SPECIAL ELECTIONS FOR APPLYING THE ANNUAL ADDITIONS LIMITATION
               UNDER CODE Section 415.

               [ ]  a.   The LIMITATION YEAR is the 12-month period ending ____.
                         [If this selection a. is not checked, the Limitation
                         Year is the same as the Plan Year.]

               [ ]  b.   Total Compensation includes IMPUTED COMPENSATION for a
                         terminated Participant who is permanently and totally
                         Disabled. (See Section 7.4(g)(3) of the BPD.)

               [ ]  c.   OPERATING RULES. Instead of the default provisions
                         under Article 7 of the BPD, the following rules
                         apply: _________

[ ]  70.       ELECTION TO USE OLD-LAW REQUIRED BEGINNING DATE. The Old-Law
               Required Beginning Date (as defined in Section 10.3(a)(2) of the
               BPD) applies instead of the Required Beginning Date rules under
               Section 10.3(a)(1) of the BPD.

[X]  71.       SERVICE CREDITED WITH PREDECESSOR EMPLOYERS: (See Section 6.7 of
               the BPD.)

               [X]  a.   (Identify Predecessor Employers) VitalWorks, Inc.

               [X]   b.  Service is credited with these Predecessor Employers
                         for the following purposes:

                         [X]  (1)  The eligibility service requirements elected
                                   in Part 1 of this Agreement.

                         [X]  (2)  The vesting schedule(s) elected in Part 6 of
                                   this Agreement.

                         [X]  (3)  The allocation requirements elected in Part 4
                                   of this Agreement.

               [ ]  c.   The following service will not be recognized:
                         ________________________________

                         [NOTE: If the Employer is maintaining the Plan of a
                         Predecessor Employer, service with such Predecessor
                         Employer must be counted for all purposes under the
                         Plan. This #71 may be completed with respect to such
                         Predecessor Employer indicating all service under
                         selections (1), (2) and (3) will be credited. The
                         failure to complete this #71 where the Employer is
                         maintaining the Plan of a Predecessor Employer will not
                         override the requirement that such predecessor service
                         be credited for all purposes under the Plan. (See
                         Section 6.7 of the BPD.) If the Employer is not
                         maintaining the Plan of a Predecessor Employer, service
                         with such Predecessor Employer will be credited under
                         this Plan ONLY if specifically elected under this #71.
                         If the above crediting rules are to apply differently
                         to service with different Predecessor Employers, attach
                         separately completed elections for this item, using the
                         same format as above but listing only those Predecessor
                         Employers to which the separate attachment relates.]

[ ]  72.       SPECIAL RULES WHERE EMPLOYER MAINTAINS MORE THAN ONE PLAN.

               [ ]  a.   TOP-HEAVY MINIMUM CONTRIBUTION - EMPLOYER MAINTAINS
                         THIS PLAN AND ONE OR MORE DEFINED CONTRIBUTION PLANS.
                         If this Plan is a Top-Heavy Plan, the Employer will
                         provide any required top-heavy minimum contribution
                         under: (See Section 16.2(a)(5)(i) of the BPD.)

                         [ ]  (1)  This Plan.

                         [ ]  (2)  The following Defined Contribution Plan
                                   maintained by the Employer: ________________

                         [ ]  (3)  Describe method for providing the top-heavy
                                   minimum contribution: _________________

               [ ]  b.   TOP-HEAVY MINIMUM BENEFIT - EMPLOYER MAINTAINS THIS
                         PLAN AND ONE OR MORE DEFINED BENEFIT PLANS. If this
                         Plan is a Top-Heavy Plan, the Employer will provide any
                         required top-heavy minimum contribution or benefit
                         under: (See Section 16.2(a)(5)(ii) of the BPD.)

                         [ ]  (1)  This Plan, but the minimum required
                                   contribution is increased from 3% to 5% of
                                   Total Compensation for the Plan Year.

                         [ ]  (2)  The following Defined Benefit Plan maintained
                                   by the Employer: _________________

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<PAGE>

                         [ ]  (3)  Describe method for providing the top-heavy
                                   minimum contribution: _______________________
                                   _____________________________________________

               [ ]  c.   LIMITATION ON ANNUAL ADDITIONS. This c. should be
                         checked only if the Employer maintains another Defined
                         Contribution Plan in which any Participant is a
                         participant, and the Employer will not apply the rules
                         set forth under Section 7.2 of the BPD. Instead, the
                         Employer will limit Annual Additions in the following
                         manner: ____________

[X]  73.       SPECIAL DEFINITION OF DISABLED. In applying the allocation
               conditions under Parts 4B and 4C, the special vesting provisions
               under Part 6, and the distribution provisions under Parts 9 and
               10 of this Agreement, the following definition of Disabled
               applies instead of the definition under Section 22.53 of the BPD:
               a person shall be treated as disabled if termination of
               employment results from the person being disabled within the
               meaning of the Company's long-term disability program, as
               determined by the long-term disability carrier or its agents.

               [NOTE: Any definition included under this #73 must satisfy the
               requirements of Section 1.401(a)(4) of the regulations and must
               be applied uniformly to all Participants.]

[ ]  74.       FAIL-SAFE COVERAGE PROVISION. [This selection #74 must be checked
               to apply the Fail-Safe Coverage Provision under Section 2.7 of
               the BPD.]

               [ ]  a.   The Fail-Safe Coverage Provision described in Section
                         2.7 of the BPD applies without modification.

               [ ]  b.   The Fail-Safe Coverage Provisions described in Section
                         2.7 of the BPD applies with the following
                         modifications:

                         [ ]  (1)  The special rule for Top-Heavy Plans under
                                   Section 2.7(a) of the BPD does not apply.

                         [ ]  (2)  The Fail-Safe Coverage Provision is based on
                                   Included Compensation as described under
                                   Section 2.7(d) of the BPD.

[ ]  75.       ELECTION NOT TO PARTICIPATE (SEE SECTION 1.10 OF THE BPD). An
               Employee may make a one-time irrevocable election not to
               participate under the Plan upon inception of the Plan or at any
               time prior to the time the Employee first becomes eligible to
               participate under any plan maintained by the Employer. [NOTE: Use
               of this provision could result in a violation of the minimum
               coverage rules under Code Section 410(b).]

[X]  76.       PROTECTED BENEFITS. If there are any Protected Benefits provided
               under this Plan that are not specifically provided for under this
               Agreement, check this #76 and attach an addendum to this
               Agreement describing the Protected Benefits.

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<PAGE>

                                   ADDENDUM TO
                   AMICAS, INC. 401(K) RETIREMENT SAVINGS PLAN

This will certify that this is a benefit, right or feature which has accrued
under the predecessor Plan which cannot be cut back under Section 411(d)(6) of
the Internal Revenue Code of 1986, as amended.

Effective December 1, 2005 the VitalWorks Inc. 401(k) Profit Sharing Plan merged
into this Plan. All benefits, rights, and features in the VitalWorks Inc. 401(k)
Profit Sharing Plan are as lenient as the benefits, rights and features in the
AMICAS, Inc. 401(k) Retirement Savings Plan and are hereby protected as required
under Section 411(d)(6) of the Internal Revenue Code.

The following vesting schedule shall apply to the prior Matching and Profit
Sharing accounts for those Participants who terminated employment with
VitalWorks, Inc. prior to January 1, 2003. All other participants who accrued an
hour of service on or after January 1, 2003 will follow the 3-year graded
vesting schedule provided in the Adoption Agreement.

<TABLE>
<CAPTION>
Years of Service   Vesting Percentage
----------------   ------------------
<S>                <C>
1                          20%
2                          40%
3                          60%
4                          80%
5                         100%
</TABLE>

Distributions under the VitalWorks Inc. 401(k) Profit Sharing Plan are allowed
in the form of lump sum cash payments.

A participant shall be allowed to take in-service withdrawals under the Plan at
any time upon attaining age 59-1/2 from vested amounts that were transferred to
the Plan from the VitalWorks Inc. 401(k) Profit Sharing Plan.

A Participant's Normal Retirement Date, with respect to benefits accrued by a
Participant under the VitalWorks Inc. 401(k) Profit Sharing Plan before the
effective date of the merger, shall follow the Normal Retirement Age provisions
as outlined in this Plan, which is attainment of age 65.

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<PAGE>

                                 SIGNATURE PAGE

By signing this page, the Employer agrees to adopt (or amend) the Plan which
consists of BPD #01 and the provisions elected in this Agreement. The Employer
agrees that the Prototype Sponsor has no responsibility or liability regarding
the suitability of the Plan for the Employer's needs or the options elected
under this Agreement. It is recommended that the Employer consult with legal
counsel before executing this Agreement.

77.  NAME AND TITLE OF AUTHORIZED   SIGNATURE(S):                  DATE:
     REPRESENTATIVE(S):


     Joseph D. Hill, CFO            /s/ Joseph D. Hill             12-01-05
     ---------------------------    ----------------------------   --------


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


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

78.  EFFECTIVE DATE OF THIS AGREEMENT:

     [ ]  a. NEW PLAN. Check this selection if this is a new Plan. Effective
          Date of the Plan is: ___________

     [X]  b. RESTATED PLAN. Check this selection if this is a restatement of an
          existing plan. Effective Date of the restatement is: December 1, 2005

          (1)  Designate the plan(s) being amended by this restatement: AMICAS,
               Inc. 401(k) Retirement Savings Plan

          (2)  Designate the original Effective Date of this Plan (optional):
               January 1, 2001

     [ ]  c. AMENDMENT BY PAGE SUBSTITUTION. Check this selection if this is an
          amendment by substitution of certain pages of this Adoption Agreement.
          [If this c. is checked, complete the remainder of this Signature Page
          in the same manner as the Signature Page being replaced.]

          (1)  Identify the page(s) being replaced: _______________________

          (2)  Effective Date(s) of such changes: _________________________

     [ ]  d. SUBSTITUTION OF SPONSOR. Check this selection if a successor to the
          original plan sponsor is continuing this Plan as a successor sponsor,
          and substitute page 1 to identify the successor as the Employer.

          (1)  Effective Date of the amendment is: ________________________

[ ]  79.  Check this #79 if any SPECIAL EFFECTIVE DATES apply under Appendix A
          of this Agreement and complete the relevant sections of Appendix A.

80.  PROTOTYPE SPONSOR INFORMATION. The Prototype Sponsor will inform the
     Employer of any amendments made to the Plan and will notify the Employer if
     it discontinues or abandons the Plan. The Employer may direct inquiries
     regarding the Plan or the effect of the Favorable IRS Letter to the
     Prototype Sponsor or its authorized representative at the following
     location:

     a.   NAME OF PROTOTYPE SPONSOR (OR AUTHORIZED REPRESENTATIVE):

          Prudential Retirement Services


          Signed for by: /s/ Kathryn A. Maloney
                         ----------------------------------
          Title: Assistant Secretary
          Date: December 2, 2005

     b.   ADDRESS OF PROTOTYPE SPONSOR (OR AUTHORIZED REPRESENTATIVE):

          751 Broad Street, Newark, NJ 07102-3777

     c.   TELEPHONE NUMBER OF PROTOTYPE SPONSOR (OR AUTHORIZED REPRESENTATIVE):

          1-800-848-4015

IMPORTANT INFORMATION ABOUT THIS PROTOTYPE PLAN. A failure to properly complete
the elections in this Agreement or to operate the Plan in accordance with
applicable law may result in disqualification of the Plan. The Employer may rely
on the Favorable IRS Letter issued by the National Office of the Internal
Revenue Service to the Prototype Sponsor as evidence that the Plan is qualified
under Section 401 of the Code, to the extent provided in Announcement 2001-77.
The Employer may not rely on the Favorable IRS Letter in certain circumstances
or with respect to certain qualification requirements, which are specified in
the Favorable IRS Letter issued with respect to the Plan and in Announcement
2001-77. In order to obtain reliance in such circumstances or with respect to
such qualification requirements, the Employer must apply to the office of
Employee Plans Determinations of the Internal Revenue Service for a
determination letter. See Section 22.87 of the BPD.

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<PAGE>

                               TRUSTEE DECLARATION

By signing this Trustee Declaration, the Trustee agrees to the duties,
responsibilities and liabilities imposed on the Trustee by the BPD #01 and this
Agreement.

81.  NAME(S) OF TRUSTEE(S):         SIGNATURE(S) OF TRUSTEE(S):   DATE:

     Prudential Bank & Trust, FSB
     ----------------------------   ---------------------------   ---------


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


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


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


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

82.  EFFECTIVE DATE OF THIS TRUSTEE DECLARATION: December 1, 2005

83.  THE TRUSTEE'S INVESTMENT POWERS ARE:

     [ ]  a. DISCRETIONARY TRUSTEE. The Trustee has discretion to invest Plan
          assets. This discretion is limited to the extent Participants are
          permitted to give investment direction, or to the extent the Trustee
          is subject to direction from the Plan Administrator, the Employer, an
          Investment Manager or other Named Fiduciary.

     [ ]  b. DIRECTED TRUSTEE ONLY. The Trustee may only invest Plan assets as
          directed by Participants or by the Plan Administrator, the Employer,
          an Investment Manager or other Named Fiduciary.

     [ ]  c. SEPARATE TRUST AGREEMENT. The Trustee's investment powers are
          determined under the Limited Scope Audit Directed Trustee Trust
          Agreement. [NOTE: The separate trust document is incorporated as part
          of this Plan and must be attached hereto. The responsibilities, rights
          and powers of the Trustee are those specified in the separate trust
          agreement. If this c. is checked, the Trustee need not sign or date
          this Trustee Declaration under #81 above.]

     [X]  d. SEPARATE TRUST AGREEMENT. The Trustee's investment powers are
          determined under the Prudential Bank & Trust, FSB Trust Agreement.
          [Note: The separate trust document is incorporated as part of this
          Plan and must be attached hereto. The responsibilities, rights and
          powers of the Trustee are those specified in the separate trust
          agreements and will be effective as of the date the separate trust
          agreement is countersigned by an officer of Prudential Bank & Trust,
          FSB. If this d. is checked, the Trustee need not sign or date this
          Trustee Declaration under #81 above.]

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<PAGE>

                                     EGTRRA
                                AMENDMENT TO THE

                         PRUDENTIAL RETIREMENT SERVICES
                       DEFINED CONTRIBUTION PLAN AND TRUST

<PAGE>

EGTRRA - Sponsor

                                    ARTICLE I
                                    PREAMBLE

1.1  Adoption and effective date of amendment. This amendment of the plan is
     adopted to reflect certain provisions of the Economic Growth and Tax Relief
     Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good
     faith compliance with the requirements of EGTRRA and is to be construed in
     accordance with EGTRRA and guidance issued thereunder. Except as otherwise
     provided, this amendment shall be effective as of the first day of the
     first plan year beginning after December 31, 2001.

1.2  Adoption by prototype sponsor. Except as otherwise provided herein,
     pursuant to Section 5.01 of Revenue Procedure 2000-20 (or pursuant to the
     corresponding provision in Revenue Procedure 89-9 or Revenue Procedure
     89-13), the sponsor hereby adopts this amendment on behalf of all adopting
     employers.

1.3  Supersession of inconsistent provisions. This amendment shall supersede the
     provisions of the plan to the extent those provisions are inconsistent with
     the provisions of this amendment.

                                   ARTICLE II
                          ADOPTION AGREEMENT ELECTIONS

     THE QUESTIONS IN THIS ARTICLE II ONLY NEED TO BE COMPLETED IN ORDER TO
     OVERRIDE THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT
     PROVISIONS WILL APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED AND THE
     EMPLOYER DOES NOT NEED TO EXECUTE THIS AMENDMENT.

     UNLESS THE EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE II, THE FOLLOWING
     DEFAULTS APPLY:

     1)   THE VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS WILL BE A 6 YEAR
          GRADED SCHEDULE (IF THE PLAN CURRENTLY HAS A GRADED SCHEDULE THAT DOES
          NOT SATISFY EGTRRA) OR A 3 YEAR CLIFF SCHEDULE (IF THE PLAN CURRENTLY
          HAS A CLIFF SCHEDULE THAT DOES NOT SATISFY EGTRRA), AND SUCH SCHEDULE
          WILL APPLY TO ALL MATCHING CONTRIBUTIONS (EVEN THOSE MADE PRIOR TO
          2002).

     2)   ROLLOVERS ARE AUTOMATICALLY EXCLUDED IN DETERMINING WHETHER THE $5,000
          THRESHOLD HAS BEEN EXCEEDED FOR AUTOMATIC CASH-OUTS (IF THE PLAN IS
          NOT SUBJECT TO THE QUALIFIED JOINT AND SURVIVOR ANNUITY RULES AND
          PROVIDES FOR AUTOMATIC CASH-OUTS). THIS IS APPLIED TO ALL PARTICIPANTS
          REGARDLESS OF WHEN THE DISTRIBUTABLE EVENT OCCURRED.

     3)   THE SUSPENSION PERIOD AFTER A HARDSHIP DISTRIBUTION IS MADE WILL BE 6
          MONTHS AND THIS WILL ONLY APPLY TO HARDSHIP DISTRIBUTIONS MADE AFTER
          2001.

     4)   CATCH-UP CONTRIBUTIONS WILL BE ALLOWED.

     5)   FOR TARGET BENEFIT PLANS, THE INCREASED COMPENSATION LIMIT OF $200,000
          WILL BE APPLIED RETROACTIVELY (I.E., TO YEARS PRIOR TO 2002).

2.1  VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS

     If there are matching contributions subject to a vesting schedule that does
     not satisfy EGTRRA, then unless otherwise elected below, for participants
     who complete an hour of service in a plan year beginning after December 31,
     2001, the following vesting schedule will apply to all matching
     contributions subject to a vesting schedule:

     If the plan has a graded vesting schedule (i.e., the vesting schedule
     includes a vested percentage that is more than 0% and less than 100%) the
     following will apply:

<TABLE>
<CAPTION>
Years of vesting service   Nonforfeitable percentage
------------------------   -------------------------
<S>                        <C>
            2                          20%
            3                          40%
            4                          60%
            5                          80%
            6                         100%
</TABLE>

     If the plan does not have a graded vesting schedule, then matching
     contributions will be nonforfeitable upon the completion of 3 years of
     vesting service.


                                        1

<PAGE>

     In lieu of the above vesting schedule, the employer elects the following
     schedule:

     a.   [ ]  3 year cliff (a participant's accrued benefit derived from
               employer matching contributions shall be nonforfeitable upon the
               participant's completion of three years of vesting service).

     b.   [ ]  6 year graded schedule (20% after 2 years of vesting service and
               an additional 20% for each year thereafter).

     c.   [ ]  Other (must be at least as liberal as a. or the b. above):

<TABLE>
<CAPTION>
Years of vesting service   Nonforfeitable percentage
------------------------   -------------------------
<S>                        <C>
        ________                   _________%
        ________                   _________%
        ________                   _________%
        ________                   _________%
        ________                   _________%
        ________                   _________%
</TABLE>

     The vesting schedule set forth herein shall only apply to participants who
     complete an hour of service in a plan year beginning after December 31,
     2001, and, unless the option below is elected, shall apply to all matching
     contributions subject to a vesting schedule.

     d.   [ ]  The vesting schedule will only apply to matching contributions
               made in plan years beginning after December 31, 2001 (the prior
               schedule will apply to matching contributions made in prior plan
               years).

2.2  EXCLUSION OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT PROVISIONS
     (FOR PROFIT SHARING AND 401(K) PLANS ONLY). If the plan is not subject to
     the qualified joint and survivor annuity rules and includes involuntary
     cash-out provisions, then unless one of the options below is elected,
     effective for distributions made after December 31, 2001, rollover
     contributions will be excluded in determining the value of the
     participant's nonforfeitable account balance for purposes of the plan's
     involuntary cash-out rules.

     a.   [ ]  Rollover contributions will not be excluded.

     b.   [ ]  Rollover contributions will be excluded only with respect to
               distributions made after __________. (Enter a date no earlier
               than December 31, 2001)

     c.   [ ]  Rollover contributions will only be excluded with respect to
               participants who separated from service after __________. (Enter
               a date. The date may be earlier than December 31, 2001.)

2.3  SUSPENSION PERIOD OF HARDSHIP DISTRIBUTIONS. If the plan provides for
     hardship distributions upon satisfaction of the safe harbor (deemed)
     standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then,
     unless the option below is elected, the suspension period following a
     hardship distribution shall only apply to hardship distributions made after
     December 31, 2001.

          [ ]  With regard to hardship distributions made during 2001, a
               participant shall be prohibited from making elective deferrals
               and employee contributions under this and all other plans until
               the later of January 1, 2002, or 6 months after receipt of the
               distribution.

2.4  CATCH-UP CONTRIBUTIONS (FOR 401(K) PROFIT SHARING PLANS ONLY): The plan
     permits catch-up contributions (Article VI) unless the option below is
     elected.

          [ ]  The plan does not permit catch-up contributions to be made.

2.5  FOR TARGET BENEFIT PLANS ONLY: The increased compensation limit ($200,000
     limit) shall apply to years prior to 2002 unless the option below is
     elected.

          [ ]  The increased compensation limit will not apply to years prior
               to 2002.

                                   ARTICLE III
                        VESTING OF MATCHING CONTRIBUTIONS

3.1  Applicability. This Article shall apply to participants who complete an
     Hour of Service after December 31, 2001, with respect to accrued benefits
     derived from employer matching contributions made in plan years beginning
     after December 31, 2001. Unless otherwise elected by the employer in
     Section 2.1 above, this Article shall also apply to all such participants
     with respect to accrued benefits derived from employer matching
     contributions made in plan years beginning prior to January 1, 2002.

3.2  Vesting schedule. A participant's accrued benefit derived from employer
     matching contributions shall vest as provided in Section 2.1 of this
     amendment.

                                   ARTICLE IV
                              INVOLUNTARY CASH-OUTS

4.1  Applicability and effective date. If the plan provides for involuntary
     cash-outs of amounts less than $5,000, then unless otherwise elected in
     Section 2.2 of this amendment, this Article shall apply for distributions
     made after December 31,


                                        2

<PAGE>

     2001, and shall apply to all participants. However, regardless of the
     preceding, this Article shall not apply if the plan is subject to the
     qualified joint and survivor annuity requirements of Sections 401(a)(11)
     and 417 of the Code.

4.2  Rollovers disregarded in determining value of account balance for
     involuntary distributions. For purposes of the Sections of the plan that
     provide for the involuntary distribution of vested accrued benefits of
     $5,000 or less, the value of a participant's nonforfeitable account balance
     shall be determined without regard to that portion of the account balance
     that is attributable to rollover contributions (and earnings allocable
     thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
     408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the
     participant's nonforfeitable account balance as so determined is $5,000 or
     less, then the plan shall immediately distribute the participant's entire
     nonforfeitable account balance.

                                    ARTICLE V
                             HARDSHIP DISTRIBUTIONS

5.1  Applicability and effective date. If the plan provides for hardship
     distributions upon satisfaction of the safe harbor (deemed) standards as
     set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this Article
     shall apply for calendar years beginning after 2001.

5.2  Suspension period following hardship distribution. A participant who
     receives a distribution of elective deferrals after December 31, 2001, on
     account of hardship shall be prohibited from making elective deferrals and
     employee contributions under this and all other plans of the employer for 6
     months after receipt of the distribution. Furthermore, if elected by the
     employer in Section 2.3 of this amendment, a participant who receives a
     distribution of elective deferrals in calendar year 2001 on account of
     hardship shall be prohibited from making elective deferrals and employee
     contributions under this and all other plans until the later of January 1,
     2002, or 6 months after receipt of the distribution.

                                   ARTICLE VI
                             CATCH-UP CONTRIBUTIONS

Catch-up Contributions. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under this
plan and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

                                   ARTICLE VII
                         INCREASE IN COMPENSATION LIMIT

Increase in Compensation Limit. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code. Annual
compensation means compensation during the plan year or such other consecutive
12-month period over which compensation is otherwise determined under the plan
(the determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.

                                  ARTICLE VIII
                                   PLAN LOANS

Plan loans for owner-employees or shareholder-employees. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.

                                   ARTICLE IX
              LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

9.1  Effective date. This Section shall be effective for limitation years
     beginning after December 31, 2001.


                                        3

<PAGE>

9.2  Maximum annual addition. Except to the extent permitted under Article VI of
     this amendment and Section 414(v) of the Code, if applicable, the annual
     addition that may be contributed or allocated to a participant's account
     under the plan for any limitation year shall not exceed the lesser of:

     a. $40,000, as adjusted for increases in the cost-of-living under Section
     415(d) of the Code, or

     b. 100 percent of the participant's compensation, within the meaning of
     Section 415(c)(3) of the Code, for the limitation year.

     The compensation limit referred to in b. shall not apply to any
     contribution for medical benefits after separation from service (within the
     meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is
     otherwise treated as an annual addition.

                                    ARTICLE X
                         MODIFICATION OF TOP-HEAVY RULES

10.1 Effective date. This Article shall apply for purposes of determining
     whether the plan is a top-heavy plan under Section 416(g) of the Code for
     plan years beginning after December 31, 2001, and whether the plan
     satisfies the minimum benefits requirements of Section 416(c) of the Code
     for such years. This Article amends the top-heavy provisions of the plan.

10.2 Determination of top-heavy status.

10.2.1 Key employee. Key employee means any employee or former employee
     (including any deceased employee) who at any time during the plan year that
     includes the determination date was an officer of the employer having
     annual compensation greater than $130,000 (as adjusted under Section
     416(i)(1) of the Code for plan years beginning after December 31, 2002), a
     5-percent owner of the employer, or a 1-percent owner of the employer
     having annual compensation of more than $150,000. For this purpose, annual
     compensation means compensation within the meaning of Section 415(c)(3) of
     the Code. The determination of who is a key employee will be made in
     accordance with Section 416(i)(1) of the Code and the applicable
     regulations and other guidance of general applicability issued thereunder.

10.2.2 Determination of present values and amounts. This Section 10.2.2 shall
     apply for purposes of determining the present values of accrued benefits
     and the amounts of account balances of employees as of the determination
     date.

     a.   Distributions during year ending on the determination date. The
          present values of accrued benefits and the amounts of account balances
          of an employee as of the determination date shall be increased by the
          distributions made with respect to the employee under the plan and any
          plan aggregated with the plan under Section 416(g)(2) of the Code
          during the 1-year period ending on the determination date. The
          preceding sentence shall also apply to distributions under a
          terminated plan which, had it not been terminated, would have been
          aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In
          the case of a distribution made for a reason other than separation
          from service, death, or disability, this provision shall be applied by
          substituting "5-year period" for "1-year period."

     b.   Employees not performing services during year ending on the
          determination date. The accrued benefits and accounts of any
          individual who has not performed services for the employer during the
          1-year period ending on the determination date shall not be taken into
          account.

10.3 Minimum benefits.

10.3.1 Matching contributions. Employer matching contributions shall be taken
     into account for purposes of satisfying the minimum contribution
     requirements of Section 416(c)(2) of the Code and the plan. The preceding
     sentence shall apply with respect to matching contributions under the plan
     or, if the plan provides that the minimum contribution requirement shall be
     met in another plan, such other plan. Employer matching contributions that
     are used to satisfy the minimum contribution requirements shall be treated
     as matching contributions for purposes of the actual contribution
     percentage test and other requirements of Section 401(m) of the Code.

10.3.2 Contributions under other plans. The employer may provide, in an addendum
     to this amendment, that the minimum benefit requirement shall be met in
     another plan (including another plan that consists solely of a cash or
     deferred arrangement which meets the requirements of Section 401(k)(12) of
     the Code and matching contributions with respect to which the requirements
     of Section 401(m)(11) of the Code are met). The addendum should include the
     name of the other plan, the minimum benefit that will be provided under
     such other plan, and the employees who will receive the minimum benefit
     under such other plan.


                                        4

<PAGE>

                                   ARTICLE XI
                                DIRECT ROLLOVERS

11.1 Effective date. This Article shall apply to distributions made after
     December 31, 2001.

11.2 Modification of definition of eligible retirement plan. For purposes of the
     direct rollover provisions of the plan, an eligible retirement plan shall
     also mean an annuity contract described in Section 403(b) of the Code and
     an eligible plan under Section 457(b) of the Code which is maintained by a
     state, political subdivision of a state, or any agency or instrumentality
     of a state or political subdivision of a state and which agrees to
     separately account for amounts transferred into such plan from this plan.
     The definition of eligible retirement plan shall also apply in the case of
     a distribution to a surviving spouse, or to a spouse or former spouse who
     is the alternate payee under a qualified domestic relation order, as
     defined in Section 414(p) of the Code.

11.3 Modification of definition of eligible rollover distribution to exclude
     hardship distributions. For purposes of the direct rollover provisions of
     the plan, any amount that is distributed on account of hardship shall not
     be an eligible rollover distribution and the distributee may not elect to
     have any portion of such a distribution paid directly to an eligible
     retirement plan.

11.4 Modification of definition of eligible rollover distribution to include
     after-tax employee contributions. For purposes of the direct rollover
     provisions in the plan, a portion of a distribution shall not fail to be an
     eligible rollover distribution merely because the portion consists of
     after-tax employee contributions which are not includible in gross income.
     However, such portion may be transferred only to an individual retirement
     account or annuity described in Section 408(a) or (b) of the Code, or to a
     qualified defined contribution plan described in Section 401(a) or 403(a)
     of the Code that agrees to separately account for amounts so transferred,
     including separately accounting for the portion of such distribution which
     is includible in gross income and the portion of such distribution which is
     not so includible.

                                   ARTICLE XII
                           ROLLOVERS FROM OTHER PLANS

Rollovers from other plans. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that may
be accepted by this plan.

                                  ARTICLE XIII
                           REPEAL OF MULTIPLE USE TEST

Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.

                                   ARTICLE XIV
                               ELECTIVE DEFERRALS

14.1 Elective Deferrals - Contribution Limitation. No participant shall be
     permitted to have elective deferrals made under this plan, or any other
     qualified plan maintained by the employer during any taxable year, in
     excess of the dollar limitation contained in Section 402(g) of the Code in
     effect for such taxable year, except to the extent permitted under Article
     VI of this amendment and Section 414(v) of the Code, if applicable.

14.2 Maximum Salary Reduction Contributions for SIMPLE plans. If this is a
     SIMPLE 401(k) plan, then except to the extent permitted under Article VI of
     this amendment and Section 414(v) of the Code, if applicable, the maximum
     salary reduction contribution that can be made to this plan is the amount
     determined under Section 408(p)(2)(A)(ii) of the Code for the calendar
     year.

                                   ARTICLE XV
                           SAFE HARBOR PLAN PROVISIONS

Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement which
meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.

                                   ARTICLE XVI
                    DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

16.1 Effective date. This Article shall apply for distributions and transactions
     made after December 31, 2001, regardless of when the severance of
     employment occurred.


                                        5

<PAGE>

16.2 New distributable event. A participant's elective deferrals, qualified
     nonelective contributions, qualified matching contributions, and earnings
     attributable to these contributions shall be distributed on account of the
     participant's severance from employment. However, such a distribution shall
     be subject to the other provisions of the plan regarding distributions,
     other than provisions that require a separation from service before such
     amounts may be distributed.

Addendum to EGTRRA Amendment to the Prudential Retirement Services Defined
Contribution Plan and Trust

The following should be added to item 2.4 of the EGTRRA Amendment to the
Prudential Retirement Services Defined Contribution Plan and Trust:

Employer Matching Contributions. The plan permits Employer Matching
Contributions for catch-up contributions (Article VI of EGTRRA Amendment) unless
the option below is elected.

          [ ]  The plan does not permit Employer Matching Contributions for
               catch-up contributions to be made.

Except with respect to any election made to the above, this amendment is hereby
adopted by the prototype sponsor on behalf of all adopting employers on January
1, 2002.

Sponsor Name: Prudential Retirement Services


By: /s/ Kathryn A. Maloney,
    ---------------------------------
    Assistant Secretary

NOTE: THE EMPLOYER ONLY NEEDS TO EXECUTE THIS AMENDMENT IF AN ELECTION HAS BEEN
MADE IN ARTICLE II OF THIS AMENDMENT, OR IF THE EMPLOYER ADOPTS THE ABOVE
ADDENDUM TO NOT PERMIT EMPLOYER MATCHING CONTRIBUTIONS FOR CATCH-UP
CONTRIBUTIONS.

This amendment has been executed this ______1st________ day of
_________December_____________, __2005__.

Name of Employer: AMICAS, Inc.


By: /s/ Joseph D. Hill
    ---------------------------------
    EMPLOYER

Name of Plan: AMICAS, Inc. 401(k) Retirement Savings Plan


                                        6
<PAGE>

                                 401(A)(9) MODEL
                                AMENDMENT TO THE

                   AMICAS, INC. 401(K) RETIREMENT SAVINGS PLAN

<PAGE>

401(A)(9) - SPONSOR

                 MODEL AMENDMENT 2 - DEFINED CONTRIBUTION PLANS
                        MINIMUM DISTRIBUTION REQUIREMENTS

                                  ARTICLE 10.7
                            SECTION 1. GENERAL RULES

1.1  Effective Date. Unless an earlier effective date is specified in the
     adoption agreement, the provisions of this article will apply for purposes
     of determining required minimum distributions for calendar years beginning
     with the 2003 calendar year.

1.2  Coordination with Minimum Distribution Requirements Previously in Effect.
     If the adoption agreement specifies an effective date of this article that
     is earlier than calendar years beginning with the 2003 calendar year,
     required minimum distributions for 2002 under this article will be
     determined as follows. If the total amount of 2002 required minimum
     distributions under the Plan made to the distributee prior to the effective
     date of this article equals or exceeds the required minimum distributions
     determined under this article, then no additional distributions will be
     required to be made for 2002 on or after such date to the distributee. If
     the total amount of 2002 required minimum distributions under the Plan made
     to the distributee prior to the effective date of this article is less than
     the amount determined under this article, then required minimum
     distributions for 2002 on and after such date will be determined so that
     the total amount of required minimum distributions for 2002 made to the
     distributee will be the amount determined under this article.

1.3  Precedence. The requirements of this article will take precedence over any
     inconsistent provisions of the Plan.

1.4  Requirements of Treasury Regulations Incorporated. All distributions
     required under this article will be determined and made in accordance with
     the Treasury regulations under Section 401(a)(9) of the Internal Revenue
     Code.

1.5  TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
     this article, distributions may be made under a designation made before
     January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
     Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that
     relate to Section 242(b)(2) of TEFRA.

                                    SECTION 2
                         TIME AND MANNER OF DISTRIBUTION

2.1  Required Beginning Date. The Participant's entire interest will be
     distributed, or begin to be distributed, to the Participant no later than
     the Participant's required beginning date.

2.2  Death of Participant Before Distributions Begin. If the Participant dies
     before distributions begin, the Participant's entire interest will be
     distributed, or begin to be distributed, no later than as follows:

     (a) If the Participant's surviving spouse is the Participant's sole
     designated beneficiary, then, except as provided in the adoption agreement,
     distributions to the surviving spouse will begin by December 31 of the
     calendar year immediately following the calendar year in which the
     Participant died, or by December 31 of the calendar year in which the
     Participant would have attained age 70 1/2, if later.

     (b) If the Participant's surviving spouse is not the Participant's sole
     designated beneficiary, then, except as provided in the adoption agreement,
     distributions to the designated beneficiary will begin by December 31 of
     the calendar year immediately following the calendar year in which the
     Participant died.

     (c) If there is no designated beneficiary as of September 30 of the year
     following the year of the Participant's death, the Participant's entire
     interest will be distributed by December 31 of the calendar year containing
     the fifth anniversary of the Participant's death.

     (d) If the Participant's surviving spouse is the Participant's sole
     designated beneficiary and the surviving spouse dies after the Participant
     but before distributions to the surviving spouse begin, this Section 2.2,
     other than Section 2.2(a), will apply as if the surviving spouse were the
     Participant.

     For purposes of this Section 2.2 and Section 4, unless Section 2.2(d)
     applies, distributions are considered to begin on the Participant's
     required beginning date. If Section 2.2(d) applies, distributions are
     considered to begin on the date distributions are required to begin to the
     surviving spouse under Section 2.2(a). If distributions under an annuity
     purchased from an insurance company irrevocably commence to the Participant
     before the Participant's required beginning date (or to the Participant's
     surviving spouse before the date distributions are required to begin to the
     surviving spouse under Section 2.2(a)), the date distributions are
     considered to begin is the date distributions actually commence.

2.3  Forms of Distribution. Unless the Participant's interest is distributed in
     the form of an annuity purchased from an insurance company or in a single
     sum on or before the required beginning date, as of the first distribution
     calendar year


                                       1

<PAGE>

     distributions will be made in accordance with Section 3 and 4 of this
     article. If the Participant's interest is distributed in the form of an
     annuity purchased from an insurance company, distributions thereunder will
     be made in accordance with the requirements of Section 401(a)(9) of the
     Code and the Treasury regulations.

                                    SECTION 3
          REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

3.1  Amount of Required Minimum Distribution For Each Distribution Calendar
     Year. During the Participant's lifetime, the minimum amount that will be
     distributed for each distribution calendar year is the lesser of:

     (a) the quotient obtained by dividing the Participant's account balance by
     the distribution period in the Uniform Lifetime Table set forth in Section
     1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as
     of the Participant's birthday in the distribution calendar year; or

     (b) if the Participant's sole designated beneficiary for the distribution
     calendar year is the Participant's spouse, the quotient obtained by
     dividing the Participant's account balance by the number in the Joint and
     Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
     regulations, using the Participant's and spouse's attained ages as of the
     Participant's and spouse's birthdays in the distribution calendar year.

3.2  Lifetime Required Minimum Distributions Continue Through Year of
     Participant's Death. Required minimum distributions will be determined
     under this Section 3 beginning with the first distribution calendar year
     and up to and including the distribution calendar year that includes the
     Participant's date of death.

                                    SECTION 4
            REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1  Death On or After Date Distributions Begin.

     (a) Participant Survived by Designated Beneficiary. If the Participant dies
     on or after the date distributions begin and there is a designated
     beneficiary, the minimum amount that will be distributed for each
     distribution calendar year after the year of the Participant's death is the
     quotient obtained by dividing the Participant's account balance by the
     longer of the remaining life expectancy of the Participant or the remaining
     life expectancy of the Participant's designated beneficiary, determined as
     follows:

          (1) The Participant's remaining life expectancy is calculated using
          the age of the Participant in the year of death, reduced by one for
          each subsequent year.

          (2) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary, the remaining life expectancy of the surviving
          spouse is calculated for each distribution calendar year after the
          year of the Participant's death using the surviving spouse's age as of
          the spouse's birthday in that year. For distribution calendar years
          after the year of the surviving spouse's death, the remaining life
          expectancy of the surviving spouse is calculated using the age of the
          surviving spouse as of the spouse's birthday in the calendar year of
          the spouse's death, reduced by one for each subsequent calendar year.

          (3) If the Participant's surviving spouse is not the Participant's
          sole designated beneficiary, the designated beneficiary's remaining
          life expectancy is calculated using the age of the beneficiary in the
          year following the year of the Participant's death, reduced by one for
          each subsequent year.

     (b) No Designated Beneficiary. If the Participant dies on or after the date
     distributions begin and there is no designated beneficiary as of September
     30 of the year after the year of the Participant's death, the minimum
     amount that will be distributed for each distribution calendar year after
     the year of the Participant's death is the quotient obtained by dividing
     the Participant's account balance by the Participant's remaining life
     expectancy calculated using the age of the Participant in the year of
     death, reduced by one for each subsequent year.

4.2  Death Before Date Distributions Begin.

     (a) Participant Survived by Designated Beneficiary. Except as provided in
     the adoption agreement, if the Participant dies before the date
     distributions begin and there is a designated beneficiary, the minimum
     amount that will be distributed for each distribution calendar year after
     the year of the Participant's death is the quotient obtained by dividing
     the Participant's account balance by the remaining life expectancy of the
     Participant's designated beneficiary, determined as provided in Section
     4.1.

     (b) No Designated Beneficiary. If the Participant dies before the date
     distributions begin and there is no designated beneficiary as of September
     30 of the year following the year of the Participant's death, distribution
     of the Participant's entire interest will be completed by December 31 of
     the calendar year containing the fifth anniversary of the Participant's
     death.


                                       2

<PAGE>

     (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
     Required to Begin. If the Participant dies before the date distributions
     begin, the Participant's surviving spouse is the Participant's sole
     designated beneficiary, and the surviving spouse dies before distributions
     are required to begin to the surviving spouse under Section 2.2(a), this
     Section 4.2 will apply as if the surviving spouse were the Participant.

                                    SECTION 5
                                   DEFINITIONS

5.1  Designated beneficiary. The individual who is designated as the Beneficiary
     under Section 22.46 of the Plan and is the designated beneficiary under
     Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1,
     Q&A-4, of the Treasury regulations.

5.2  Distribution calendar year. A calendar year for which a minimum
     distribution is required. For distributions beginning before the
     Participant's death, the first distribution calendar year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's required beginning date. For distributions beginning after
     the Participant's death, the first distribution calendar year is the
     calendar year in which distributions are required to begin under Section
     2.2. The required minimum distribution for the Participant's first
     distribution calendar year will be made on or before the Participant's
     required beginning date. The required minimum distribution for other
     distribution calendar years, including the required minimum distribution
     for the distribution calendar year in which the Participant's required
     beginning date occurs, will be made on or before December 31 of that
     distribution calendar year.

5.3  Life expectancy. Life expectancy as computed by use of the Single Life
     Table in Section 1.401(a)(9)-9 of the Treasury regulations.

5.4  Participant's account balance. The account balance as of the last valuation
     date in the calendar year immediately preceding the distribution calendar
     year (valuation calendar year) increased by the amount of any contributions
     made and allocated or forfeitures allocated to the account balance as of
     dates in the valuation calendar year after the valuation date and decreased
     by distributions made in the valuation calendar year after the valuation
     date. The account balance for the valuation calendar year includes any
     amounts rolled over or transferred to the Plan either in the valuation
     calendar year or in the distribution calendar year if distributed or
     transferred in the valuation calendar year.

5.5  Required beginning date. The date specified in Section 22.166 of the Plan.

                               ADOPTION AGREEMENT

(Check and complete section 1 below if any required minimum distributions for
the 2002 distribution calendar year were made in accordance with the Section
401(a)(9) Final and Temporary Regulations.)

Section 1. Effective Date of Plan Amendment for Section 401(a)(9) Final and
     Temporary Treasury Regulations.

     N/A. ARTICLE N/A, Minimum Distribution Requirements, applies for purposes
     of determining required minimum distributions for distribution calendar
     years beginning with the 2003 calendar year, as well as required minimum
     distributions for the 2002 distribution calendar year that are made on or
     after N/A.

(Check and complete any of the remaining sections if you wish to modify the
rules in sections 2.2 and 4.2 of Article 10.7 of the plan.)

Section 2. Election to Apply 5-Year Rule to Distributions to Designated
     Beneficiaries.

     N/A. If the Participant dies before distributions begin and there is a
     designated beneficiary, distribution to the designated beneficiary is not
     required to begin by the date specified in section 2.2 of Article N/A of
     the Plan, but the Participant's entire interest will be distributed to the
     designated beneficiary by December 31 of the calendar year containing the
     fifth anniversary of the Participant's death. If the Participant's
     surviving spouse is the Participant's sole designated beneficiary and the
     surviving spouse dies after the Participant but before distributions to
     either the Participant or the surviving spouse begin, this election will
     apply as if the surviving spouse were the Participant.

          This election will apply to:

          [N/A] All distributions.

          [N/A] The following distributions: N/A.


                                        3

<PAGE>

Section 3. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.

     X Participants or beneficiaries may elect on an individual basis whether
     the 5-year rule or the life expectancy rule in sections 2.2 and 4.2 of
     Article 10.7 of the plan applies to distributions after the death of a
     participant who has a designated beneficiary. The election must be made no
     later than the earlier of September 30 of the calendar year in which
     distribution would be required to begin under section 2.2 of Article 10.7
     of the plan, or by September 30 of the calendar year which contains the
     fifth anniversary of the participant's (or, if applicable, surviving
     spouse's) death. If neither the participant nor beneficiary makes an
     election under this paragraph, distributions will be made in accordance
     with sections 2.2 and 4.2 of Article 10.7 of the plan and, if applicable,
     the elections in section 2 above.

Section 4. Election to Allow Designated Beneficiary Receiving Distributions
     Under 5-Year Rule to Elect Life Expectancy Distributions.

     X A designated beneficiary who is receiving payments under the 5-year rule
     may make a new election to receive payments under the life expectancy rule
     until December 31, 2003, provided that all amounts that would have been
     required to be distributed under the life expectancy rule for all
     distribution calendar years before 2004 are distributed by the earlier of
     December 31, 2003 or the end of the 5-year period.

Except with respect to any amendments made by the Employer to this adoption
agreement, this amendment is hereby adopted by the prototype sponsoring
organization on behalf of all adopting employers on

[SPONSOR'S SIGNATURE AND ADOPTION DATE ARE ON FILE WITH SPONSOR]


                                       4

<PAGE>

               MODEL PLAN AMENDMENT 3--DEFINED CONTRIBUTION PLANS
                  CAFETERIA PLAN (SECTION 125) MODEL AMENDMENT

Article 22.197(d). TOTAL COMPENSATION

The following is a model amendment that a sponsor of a qualified plan may choose
to adopt if the sponsor maintains a health program in conjunction with a Section
125 arrangement but permits an employee to elect cash in lieu of group health
coverage only if the employee is able to certify that he or she has other health
coverage. The use of this amendment will generally also apply to the definition
of compensation for purposes of Code Section 414(s) unless the plan otherwise
specifically excludes-all amounts described in Section 414(s)(2).

A pre-approved plan (that is, a master or prototype or volume submitter plan)
may be amended by the document's sponsor to use the alternative definition of
compensation to the extent authorized. Alternatively, adopting employers may
adopt a plan amendment as an addendum to the plan or adoption agreement. The
inclusion of the model plan amendment below in an addendum to a plan adopted to
comply with EGTRRA will not cause a pre-approved plan to be treated as an
individually designed plan. A plan sponsor that adopts the model amendment
verbatim (or with only minor changes) will have reliance that the form of its
plan satisfies the requirements of this revenue ruling, and the adoption of such
an amendment will not adversely affect the plan sponsor's or the adopting
employer's reliance on a favorable determination, opinion or advisory letter.

1.   Effective date. This section 22.197(d) shall apply to plan years and
     limitation years beginning on and after January 1, 2002.

2.   For purposes of the definition of compensation under sections 22.102 and
     22.197 amounts under Section 125 include any amounts not available to a
     participant in cash in lieu of group health coverage because the
     participant is unable to certify that he or she has other health coverage.
     An amount will be treated as an amount under Section 125 only if the
     Employer does not request or collect information regarding the
     participant's other health coverage as part of the enrollment process for
     the health plan.

Except with respect to any amendments made by the Employer to this adoption
agreement, this amendment is hereby adopted by the prototype sponsoring
organization on behalf of all adopting employers on

[SPONSOR'S SIGNATURE AND ADOPTION DATE ARE ON FILE WITH SPONSOR]


                                       1
<PAGE>

                                 TRUST AGREEMENT

                                  Establishing

                                       the

               AMICAS, INC. 401 (k) RETIREMENT SAVINGS PLAN TRUST

                                 by and between

                                  AMICAS, INC.

                                       and

                          PRUDENTIAL BANK & TRUST, FSB

                          PRUDENTIAL BANK & TRUST, FSB

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Section 1  Establishment of Trust                                             1
Section 2  General Duties of the Employer; Indemnification                    1
Section 3  General Duties of Trustee                                          2
Section 4  Power and Duties of Trustee with Respect to Trust Fund             2
Section 5  Payment of Taxes                                                   3
Section 6  Disbursement of Trust Funds                                        3
Section 7  Expenses and Compensation of Trustee                               3
Section 8  Expenses of the Plan and Trust Fund                                4
Section 9  Accounts of Trustee                                                4
Section 10 Resignation, Removal and Substitution of Trustee                   4
Section 11 Amendment and Termination of Trust                                 4
Section 12 Miscellaneous Provisions                                           5
Exhibit A  Schedule of Trust Assets                                           7
</TABLE>

                          PRUDENTIAL BANK & TRUST, FSB

<PAGE>

          THIS TRUST AGREEMENT is made by and between AMICAS, Inc.,
(hereinafter called the "Employer"), and Prudential Bank & Trust, FSB, a federal
savings bank with its principal office and place of business in the City of
Hartford, Connecticut (hereinafter called the "Trustee").

                                   WITNESSETH:

          WHEREAS, the Employer has established or adopted for its eligible
employees the AMICAS, Inc. 401 (k) Retirement Savings Plan, (hereinafter called
the "Plan") and serves as the Plan administrator and named fiduciary; and

          WHEREAS, the Employer desires the Trustee to hold Plan funds and the
Trustee is willing to hold such funds pursuant to the terms of this Trust
Agreement;

          NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto do hereby mutually declare and agree as
follows:

          Section 1: Establishment of Trust.

          (a) In order to carry out the purposes of the Plan, the Employer
hereby creates and establishes a trust to be known as the AMICAS, Inc. 401(k)
Retirement Savings Plan Trust (hereinafter called the "Trust" or "Trust Fund").
The Trustee accepts this Trust and agrees to act as Trustee hereunder, but only
on the terms and conditions set forth in this Trust Agreement. Subject to the
terms and conditions of this Trust Agreement, all right, title and interest in
and to the estate of the Trust Fund shall be vested exclusively in the Trustee.
This Trust shall be effective on December 1, 2005 or, if later, the date
executed on behalf of the Trustee.

          (b) The Trust Fund shall include only those assets which the Trustee
accepts and which are identified on Exhibit A. Only assets actually received by
the Trustee will become part of the Trust Fund. The Employer acknowledges and
agrees that it is responsible for effectuating the transfer of any assets held
by a prior trustee or custodian to the Trustee. All assets so received, together
with the income therefrom and any other increment thereon, shall be held by the
Trustee pursuant to the terms of this Trust Agreement without distinction
between principal and income and without liability for the payment of interest
thereon.

          Section 2: General Duties of the Employer: Indemnification.

          (a) The Employer shall control and manage the operation of the Plan.
The Employer shall be responsible for determining benefit rights under the Plan,
instructing the Trustee in the disbursement of benefits, investment management,
soliciting stock voting instructions from participants, directing the Trustee in
voting proxies and performing those plan administration functions specified in
the Plan.

          (b) The Employer shall act as custodian with respect to promissory
notes, mortgages and related documents given in connection with Plan loans, if
any, and the Employer or its delegate shall hold in safekeeping all such
promissory notes, mortgages and related documents.

          (c) The Trustee shall be fully protected and shall incur no liability
in acting in reliance upon the instructions or directions of the Employer, or
any delegate of the Employer. In addition, the Trustee shall be entitled to rely
on directions given by a Plan participant, where the Plan provisions permit such
direction. Any reference herein to directions or instructions from the Employer
shall include directions or instructions from any delegate of the Employer or
from a Plan participant, where the Plan provisions permit such direction.


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                          PRUDENTIAL BANK & TRUST, FSB
<PAGE>

          (d) The Employer shall indemnify and hold harmless the Trustee from
and against any and all claims, losses, damages, expenses (including reasonable
counsel fees) and liabiiity to which the Trustee may be subject by reason of any
act done or omitted to be done, except where the same is finally adjudicated to
be due to the negligence or willful misconduct of the Trustee.

          (e) In addition to and in no way in limitation of the indemnification
of paragraph (d), the Employer hereby agrees to indemnify and hold harmless the
Trustee from and against any claims, losses, damages, expenses (including
reasonable counsel fees) and liability to which the Trustee may be subject by
reason of any act or omission of any prior, subsequent or existing trustee of
the Plan.

          Section 3: General Duties of Trustee.

          (a) The Trustee shall receive, hold, manage, invest and reinvest the
Trust Fund pursuant to the provisions of this Section and Section 4 in
accordance with the directions of the Employer. The Trustee shall take no action
except pursuant to directions received by it from the Employer, and shall have
no duty to determine any facts or the propriety of any action taken or omitted
by it in good faith pursuant to instructions from such persons.

          (b) The Trustee shall be responsible only for such assets as are
actually received by it as Trustee hereunder. The Trustee shall have no duty or
authority to ascertain whether any contributions should be made to it pursuant
to the Plan or to bring any action to enforce any obligation to make any such
contribution, nor shall it have any responsibility concerning the amount of any
contribution or the application of the Plan's contribution formula.

          (c) The duties and obligations of the Trustee hereunder shall be
limited to those expressly imposed upon it by this Trust Agreement
notwithstanding any reference herein to the Plan, and no further duties or
obligations of the Trustee, such as a duty to value Plan investments, determine
the prudence of any Plan investment, or diversify Plan investments, shall be
implied. The Trustee shall not be liable in discharging its duties hereunder if
it acts in good faith and in accordance with the terms of this Trust Agreement
and in accordance with applicable Federal or state laws, rules and regulations.

          To the extent provided by ERISA, the Trustee shall have no
responsibilities, duties and obligations with respect to any assets not held
under this Trust and not identified in Exhibit A, even if those assets are held
as assets of the Plan under a separate trust agreement. Any duties and
obligations arising from such assets shall be solely those of the trustees named
in such separate trust agreement, or, in the event no such separate trust
exists, the plan sponsor.

          Section 4: Power and Duties of Trustee with Respect to Trust Fund. The
Trustee shall have the following powers and duties regarding the Trust Fund:

          (a) To hold title to the assets of the Trust Fund, which may include
entering into depository arrangements for the safekeeping of records relevant to
the ownership of such assets with any bank or banks as the Trustee may choose.
Without limiting the generality of the foregoing, the Employer specifically
directs the Trustee to appoint, and the Trustee hereby appoints the Employer or
its delegate to act as custodian with respect to promissory notes, mortgages and
related documents given in connection with Plan loans, if any.

          (b) To invest the assets of the Trust Fund in such investment vehicles
as directed by the Employer, including Plan loans made to participants, and
annuity or insurance contracts issued by affiliates of the Trustee, in
accordance with directions received from the Employer, and to agree to
amendments to such annuity or insurance contracts, as directed by the Employer.
The Trustee shall have no duty or responsibility to determine the
appropriateness of any plan


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                          PRUDENTIAL BANK & TRUST, FSB

<PAGE>

investment, or to cause such investments to be changed. Notwithstanding any
other provision of this Agreement, all notices, proposed contract amendments,
rate or fee changes or other communications regarding all group annuity
contracts that are assets of the Plan, including any group annuity contract
issued by an affiliate of the Trustee, will be sent directly by the issuer of
the contract to the Employer or forwarded by the Trustee to the Employer, and
the Trustee shall act on behalf of the Plan with respect to any such notice,
proposed amendment, change or other communication only in accordance with the
written direction of the Employer. Any rights of a contractholder under any such
group annuity contract to discontinue, amend or otherwise modify the contract
shall be exercised only upon the specific written direction of the Employer to
the issuer of the contract or by the Trustee at the Employer's specific written
direction.

          (c) To make transfers among investment vehicles or disbursements from
the Trust Fund as directed by the Employer. The Trustee shall be entitled to
rely on such direction, and shall have no responsibility to ascertain whether
the Plan permits such a transfer or disbursement.

          (d) To delegate to third parties, including affiliates of the Trustee,
any or all of its duties hereunder, including recordkeeping, reporting, and
proxy voting. Also, the Trustee may utilize the services of outside custodians
to hold on the Trustee's behalf any Plan assets invested in securities.

          (e) To vote securities proxies as directed by the Employer, or by
another named fiduciary or investment manager designated by the Employer. The
Trustee shall not be responsible, however, for providing securities proxy
tabulation services. With respect to Employer Stock, the Trustee acknowledges
that proxies will be voted in accordance with the direction of Plan
participants, as communicated to the Trustee by the proxy tabulation service.
The trustee shall vote any unvoted shares in the same proportion as the shares
voted by Plan participants, but will confirm this methodology with the Employer
before recording the final vote. If the terms of the Plan change, and
"pass-through" voting of proxies for Employer Stock is no longer operative, the
Employer shall direct the Trustee regarding the voting of such proxies.

          Section 5: Payment of Taxes. The Trustee shall pay out of the Trust
Fund income taxes and other taxes of any and all kinds levied or assessed under
existing or future laws against the Trust Fund, or against any person with an
interest in the Trust Fund.

          Section 6: Disbursement of Trust Funds.

          (a) Upon receipt of written direction of the Employer, the Trustee
shall make payments from the Trust Fund to such persons or direct its affiliate
that is providing recordkeeping services to make such payments from an annuity
contract listed on Exhibit A, in such manner and in such amounts as the Employer
shall direct in writing, and amounts paid pursuant to such direction shall no
longer constitute a part of the Trust Fund. Notwithstanding the foregoing, the
Employer expressly reserves the right to provide direction directly to the
affiliate of the Trustee providing recordkeeping services regarding payments of
Plan benefits or other disbursements.

          (b) At no time prior to the satisfaction of all liabilities with
respect to participants and beneficiaries under this Trust shall any part of the
corpus or income of the Trust Fund be used for, or diverted to, purposes other
than for the exclusive benefit of plan participants or beneficiaries. Except as
provided in the Plan, the assets of the Trust Fund shall never inure to the
benefit of the Employer and shall be held for the exclusive purpose of providing
benefits to


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                          PRUDENTIAL BANK & TRUST, FSB

<PAGE>

participants in the Plan and their beneficiaries, and defraying reasonable
expenses of administering the Plan.

          Section 7: Expenses and Compensation of Trustee. The Trustee shall be
compensated in accordance with the fee schedule provided to the Employer. In
addition the Trustee shall be paid its reasonable expenses, including reasonable
expenses of counsel and other agents employed by the Trustee, incurred in
conjunction with the administration of the Trust Fund. If the Trustee proposes
an amended fee schedule and the Employer fails to object thereto within ninety
(90) days of its receipt, the amended fee schedule shall be deemed accepted by
the Employer.

          Section 8: Expenses of the Plan and Trust Fund. If permitted by the
Plan, the reasonable expenses relating to the Plan and Trust Fund shall be paid
by the Trust, except to the extent paid by the Employer. Such expenses shall
include, without limitation, actuarial, investment management, accounting, legal
and Trust expenses.

          Section 9: Accounts of the Trustee. The Trustee has accepted this
Trust on the condition that the Employer has entered or is entering into a
service agreement with an affiliate of the Trustee whereby an affiliate of the
Trustee will provide recordkeeping services for all Plan assets held pursuant to
this Trust Agreement. The Trustee shall be required to forward to the Employer,
or require an affiliate of the Trustee to forward to the Employer, the
recordkeeping reports and related financial information provided by an affiliate
of the Trustee, but the Trustee shall not otherwise be required to provide Trust
accounts.

          Section 10: Resignation. Removal and Substitution of Trustee.

          (a) The Trustee may resign at any time by giving at least 30 days'
written notice to the Employer (unless the Employer deems notice of a shorter
duration to be adequate). The Employer may remove the Trustee at any time by
giving at least 30 days' written notice to the Trustee (unless the Trustee deems
notice of a shorter duration to be adequate).

          (b) The Trustee's service pursuant to this Agreement is conditioned
upon the existence of one or more contracts between the Employer or the Plan (or
the Trustee on behalf of the Employer or the Plan) and a subsidiary or affiliate
of Prudential Financial, Inc. providing a funding medium for the Plan or
providing for full Plan recordkeeping services. In the event the contract
providing a funding medium or providing for recordkeeping services is
discontinued or terminated, this Agreement shall be terminated as well with no
further notice from either party to the other as of the date of discontinuance
or termination of the contract providing a funding medium or providing for
recordkeeping services.

          (c) Any successor trustee hereunder may be either a corporation
authorized and empowered to exercise trust powers or may be one or more
individuals.

          (d) Upon the appointment of a successor trustee, the resigning or
removed Trustee shall execute, acknowledge and deliver all documents and written
instruments necessary to transfer and deliver the Trust Fund and all rights and
privileges therein to the successor trustee. Upon the appointment of a successor
trustee, the resigning and removed Trustee shall be discharged from further
accountability for the Trust Fund, and shall be under no further duty,
obligation or responsibility for the disposition by such successor trustee of
the Trust Fund or any part thereof.


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                          PRUDENTIAL BANK & TRUST, FSB
<PAGE>

          Section 11: Amendment and Termination of Trust.

          (a) The Employer and the Trustee may mutually agree at any time to
amend this Trust Agreement and the Trust created hereby to any extent deemed
advisable. No amendment to this Trust Agreement shall be effective unless
mutually agreed to in writing by the Employer and the Trustee; provided,
however, that Trustee's fee schedule may be amended as provided in Section 7.

          (b) The Employer may at any time revoke this Trust Agreement and
terminate the Trust hereby created. Such revocation and termination shall become
effective upon receipt by the Trustee or its delegate of a written instrument of
such revocation and termination executed by the Employer. Upon such termination,
disposition of the assets of the Trust Fund shall be governed by the terms of
the Plan; provided, however, that the Trustee shall not distribute any portion
of the Trust Fund after such termination unless the Employer first obtains a
determination from the Internal Revenue Service that such termination will not
affect adversely the qualified status of the Plan. In lieu of an Internal
Revenue Service determination, assets of the Trust Fund may be distributed if
the Employer agrees in writing with the Trustee to indemnify the Trust Fund for
any taxes or other penalties which may be assessed against it as a result of
such termination or agrees to provide a bond to secure payment of any such taxes
or penalties.

          Section 12: Miscellaneous Provisions.

          (a) This Trust Agreement and the Trust hereby created shall be
governed, construed, administered and regulated in all respects under the law of
the United States and the State of Connecticut.

          (b) The titles of the Sections in this Trust Agreement are for
convenience of reference only and in case of any conflict, the text of this
instrument, rather than such titles, shall control.

          (c) In case any provisions of this Trust Agreement shall be held
illegal or invalid for any reason, their illegality or invalidity shall not
affect the remaining parts of this Trust Agreement, and this Trust Agreement
shall be construed and enforced as if the illegal and invalid provisions had
never been a part of the Trust Agreement.

          (d) This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. The counterparts shall
constitute one and the same instrument and may be sufficiently evidenced by any
one counterpart.

          (e) This Trust Agreement shall be binding upon the respective
successors and assigns of the Employer and the Trustee.

          (f) Neither the gender nor the number (singular or plural) of any word
shall be construed to exclude another gender or number when a different gender
or number would be appropriate.

          (g) In the event of any conflict between provisions of the Plan and
those of this Trust Agreement, this Trust Agreement shall prevail. Provisions in
other documents, including but not limited to plan documents, group annuity
contracts, and/or service agreements, that might otherwise reflect the powers,
duties, and responsibilities of the Trustee, shall in no way supersede or
replace any of the provisions contained in this Trust Agreement. This Trust
Agreement shall constitute the entire agreement between the Employer/Plan
Administrator and the Trustee.

          (h) Communications to the Trustee shall be sent to the Trustee's
principal offices or such address as the Trustee may specify in writing. No
communication shall be binding upon the Trustee until it is received by the
Trustee or its delegate. Communications to the Employer shall


                                       -5-

                          PRUDENTIAL BANK & TRUST, FSB

<PAGE>

be sent to the Employer's principal offices or such address as the Employer may
specify in writing.


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<PAGE>

     IN WITNESS WHEREOF, this Trust Agreement has been executed on the dates
indicated below. The persons executing this Trust Agreement represent that they
are duly authorized to do so.

Witness:                                AMICAS, INC.


/s/ Adam Schauer                        By /s/ Joseph D. Hill
-------------------------------------      -------------------------------------
                                        Title Chief Financial Officer
                                        Date December 1, 2005


Witness:                                PRUDENTIAL BANK & TRUST, FSB


                                        By /s/ Michael G. Williamson
                                           -------------------------------------
                                        Title Chief Trust Officer
                                        Date December 5, 2005


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                          PRUDENTIAL BANK & TRUST, FSB

<PAGE>

                                   EXHIBIT A

                            SCHEDULE OF TRUST ASSETS

1.   Group Annuity contract GA-39533, issued by an affiliate of the Trustee.

2.   Plan assets invested in investment options offered through an affiliate of
     the Trustee as designated in the Investment Selection Questionnaire, and
     any subsequent amendment thereto, executed by an authorized representative
     of the Employer.

3.   Promissory notes given in connection with loans to Plan participants and
     beneficiaries.

4.   The Trustee agrees to accept Employer Stock as a Trust asset with the
     Employer's understanding and approval that the Employer Stock will be held
     by Prudential Investment Management Services LLC (PIMS) (the "Custodian"),
     pursuant to and subject to the terms and conditions of a Master Custody
     Agreement between the Trustee and the Custodian. The Employer also
     understands and approves that it shall be charged the custodial fee then in
     effect under this Trust Agreement for each custodial account that is
     required to be opened on its behalf with PIMS.


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                          PRUDENTIAL BANK & TRUST, FSB