<PAGE>
                                                                                
                                                                      EXHIBIT 10

DEAN WITTER VIP PLUS                                    ADOPTION AGREEMENT #009
NON-STANDARDIZED 401(k) PLAN (Pages 1 to 18)        (PAIRED PROFIT SHARING PLAN)
--------------------------------------------------------------------------------

     The undersigned, House of Fabrics, Inc. ("Employer"), by executing this 
                      ----------------------
Adoption Agreement, elects to become a participating Employer in the Dean Witter
Versatile Investment Program Defined Contribution Master Plan (basic plan 
document #01) by adopting the accompanying Plan and Trust in full as if the 
Employer were a signatory to that Agreement.  The Employer makes the following 
elections granted under the provisions of the Master Plan.

                                   ARTICLE I
                                  DEFINITIONS

     1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: [Choose (a)
          ------- 
 or (b)]

[ ] (a)   A discretionary Trustee. See Section 10.03(A) of the Plan. 
[X] (b)   A nondiscretionary Trustee. See Section 10.03(B) of the Plan.
          [Note: The Employer may not elect Option (b) if a Custodian executes 
          the Adoption Agreement.]

     1.03 PLAN. The name of the Plan as adopted by the Employer is House of
          ----                                                    ---------     
Fabrics 401(k) Plan
-------------------
     1.07 EMPLOYEE. The following Employees are not eligible to participate in 
          --------
the Plan: [Choose (a) or at least one of (b) through (g)]

[ ] (a)   No exclusions.
[X] (b)   Collective bargaining employees (as defined in Section 1.07 of the
          Plan). [Note: If the Employer excludes union employees from the Plan,
          the Employer must be able to provide evidence that retirement benefits
          were the subject of good faith bargaining.]
[ ] (c)   Nonresident aliens who do not receive any earned income [as defined in
          Code (S)911(d)(2)] from the Employer which constitutes United States 
          source income [as defined in Code (S)861(a)(3)].
[ ] (d)   Commission Salesmen.
[ ] (e)   Any Employee compensated on a salaried basis.
[ ] (f)   Any Employee compensated on an hourly basis.
[ ] (g)   (Specify) 
                    -----------------------------------------------------------
                                                                              .
          -------------------------------------------------------------------- 


LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: [Choose (h) or (i)]

[X] (h)   Not eligible to participate in the Plan.
[ ] (i)   Eligible to participate in the Plan, unless excluded by reason of an 
          exclusion classification elected under this Adoption Agreement 
          Section 1.07.

RELATED EMPLOYERS. If any member of the Employer's related group (as defined in 
----------------- 
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption 
Agreement, such member's Employees are eligible to participate in this Plan, 
unless excluded by reason of an exclusion classification elected under this 
Adoption Agreement Section 1.07. In addition:
[Choose (j) or (k)]

[X] (j)   No other related group member's Employees are eligible to participate 
          in the Plan.
[ ] (k)   The following nonparticipating related group member's Employees are
          eligible to participate in the Plan unless excluded by reason of an
          exclusion classification elected under this Adoption Agreement Section
          1.07:                                                                 
                ----------------------------------------------------------------
                                                   .
          -----------------------------------------

     1.12 COMPENSATION.
          ------------
Treatment of elective contributions. [Choose (a) or (b)]

[X] (a)   "Compensation" includes elective contributions made by the Employer on
          the Employee's behalf.
[ ] (b)   "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. [Choose (c) or at least one of (d) 
through (j)]

[X] (c)   No modifications other than as elected under Options (a) or (b).
[ ] (d)   The Plan excludes Compensation in excess of $                        
                                                       ------------------------

          --------------------------------------------------------------------- 
[ ] (e)   In lieu of the definition in Section 1.12 of the Plan, Compensation
          means any earnings reportable as W-2 wages for Federal income tax
          withholding purposes, subject to any other election under this
          Adoption Agreement Section 1.12.
[ ] (f)   The Plan excludes bonuses.
[ ] (g)   The Plan excludes overtime.
[ ] (h)   The Plan excludes Commissions.
[ ] (i)   Compensation will not include Compensation from a related employer (as
          defined in Section 1.30 of the Plan) that has not executed a
          Participation Agreement in this Plan unless, pursuant to Adoption
          Agreement Section 1.07, the Employees of that related employer are
          eligible to participate in this Plan.
[ ] (j)   (Specify)                                                            
                   ------------------------------------------------------------
                                                                               .
          ---------------------------------------------------------------------
          If, for any Plan Year, the Plan uses permitted disparity in the
          contribution or allocation formula elected under Article III, any
          election of Options (f), (g), (h) or (j) is ineffective for such Plan
          Year with respect to any Non highly Compensated Employee.

SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of 
any matching contribution formula under Article III means: [Choose (k) or (l) 
only if applicable]

[X] (k)   Compensation as defined in this Adoption Agreement Section 1.12.
[ ] (l)   (Specify)
                 --------------------------------------------------------------
                                                                               .
          ---------------------------------------------------------------------

Special definition for salary reduction contributions. An Employee's salary 
reduction agreement applies to his Compensation determined

                                      -1-
<PAGE>
 
prior to the reduction authorized by that salary reduction agreement, with the 
following exceptions: [Choose (m) or at least one of (n) or (o), if applicable]

[X] (m) No exceptions.
[ ] (n) If the Employee makes elective contributions to another plan maintained
        by the Employer, the Advisory Committee will determine the amount of the
        Employee's salary reduction contribution for the withholding period:
        [Choose (1) or (2)]

  [ ] (1)  After the reduction for such period of elective contributions to the
           other plan(s).
  [ ] (2)  Prior to the reduction for such period of elective contributions to
           the other plan(s).

[ ] (o)  (Specify) 
                  --------------------------------------------------------------
                                                                 .
         --------------------------------------------------------
    1.17 PLAN YEAR/LIMITATION YEAR.
         -------------------------
PLAN YEAR. Plan Year means: [Choose (a) or (b)]

[X] (a)  The 12 consecutive month period ending every 1/31
                                                      ----
[ ] (b)  (Specify) ____________________________________________________________
                                                    .
         ___________________________________________

LIMITATION YEAR. The Limitation Year is: [Choose (c) or (d)]

[X] (c)  The Plan Year.
[ ] (d)  The 12 consecutive month period ending every
                                                     ---------------------------
         -----------------------------------------------.

    1.18 EFFECTIVE DATE.
         --------------
NEW PLAN. The "Effective Date" of the Plan is
                                              ---------------------------------.

RESTATED PLAN. The restated Effective Date is 11/1/96.  This Plan is a 
                                              -------
substitution and amendment of an existing retirement plan{s} originally 
established 9/75         [Note: See the Effective Date Addendum.]
            -------------

    1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: [Choose 
         ---------------
(a) or (b)]

[X] (a) The actual method.
[ ] (b) The                             equivalency method,
           ----------------------------
        except:

    [ ] (1)  No exceptions.
      
    [ ] (2)  The actual method applies for purposes of:
             (Choose at least one)
           
             [ ] (i)     Participation under Article II.
              
             [ ] (ii)    Vesting under Article V.
              
             [ ] (iii)   Accrual of benefits under Section 3.06.
              

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll 
periods" or "monthly."]

     1.29 SERVICE FOR PREDECESSOR EMPLOYER.  In addition to the predecessor 
          --------------------------------
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan 
credits Service with the following predecessor employer(s): N/A
                                                           ------------------
--------------------. Service with the designated predecessor employer(s) 
applies:

[Choose at least one of (a) or (b); (c) is available only in addition to (a) or 
(b)]

[ ] (a)  For purposes of participation under Article II.

[ ] (b}  For purposes of vesting under Article V.
 
[ ] (c}  Except the following Service: 
                                      ------------------------------------------
         ----------------------------------------.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

     1.31 LEASED EMPLOYEES.  If a Leased Employee is a Participant in the Plan 
          ----------------
and also participates in a plan maintained by the leasing organization: [Choose 
(a) or (b)]

[ ] (a)  The Advisory Committee will determine the Leased Employee's allocation
         of Employer contributions under Article III without taking into account
         the Leased Employee's allocation, if any, under the leasing
         organization's plan.

[X] (b)  The Advisory Committee will reduce a Leased Employee's allocation of
         Employer nonelective contributions (other than designated qualified
         nonelective contributions) under this Plan by the Leased Employee's
         allocation under the leasing organization's plan, but only to the
         extent that allocation is attributable to the Leased Employee's service
         provided to the Employer. The leasing organization's plan:

   [X] (1)  Must be a money purchase plan which would satisfy the definition
            under Section 1.31 of a safe harbor plan, irrespective of whether 
            the safe harbor exception applies.
   [ ] (2)  Must satisfy the features and, if a defined benefit plan, the-
            method of reduction described in an addendum to this Adoption
            Agreement, numbered 1.31.


                                  ARTICLE II
                             EMPLOYEE PARTICIPANTS

     2.01 ELIGIBILITY.
          -----------
Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: [Choose (a) or (b) or both: (c) is
optional as an additional election]
[X] (a) Attainment of age 21    (specify age, not exceeding 21).
                          ------
[X] (b) Service requirement. [Choose one of (1) through (3)/

   [X] (1)  One Year of Service.
    
   [ ] (2)                           months (not exceeding (12) following the 
           ------------------------
            Employee's Employment Commencement Date.
   [ ] (3)  One Hour of Service.
      

[ ] (c)  Special requirements for non-401(k) portion of plan. [Make elections
         under (1) and under (2)]


                                                    NON-STANDARDIZED 401(k) PLAN
                                      -2-
<PAGE>
 
     (1)  The requirements of this Option (c) apply to participation in: [Choose
     at least one of (i) through (iii)]

          [  ] (i)   The allocation of Employer nonelective contributions and 
                     Participant forfeitures.
          [  ] (ii)  The allocation of Employer matching contributions
                     (including forfeitures allocated as matching
                     contributions).
          [  ] (iii) The allocation of Employer qualified nonelective
                     contributions.

     (2)  For participation in the allocations described in (1), the eligibility
     conditions are: [Choose at least one of (i) through (iv)]

          [  ] (i)   _____________ (one or two) Year(s) of Service, without an 
                     intervening Break in Service (as described in Section
                     2.03(A) of the Plan) if the requirement is two Years of
                     Service.
          [  ] (ii)  __________ months (not exceeding 24) following the
                     Employee's Employment Commencement Date.
          [  ] (iii) One Hour of Service.
          [  ] (iv)  Attachment of age ______________ (Specify age, not
                     exceeding 21).

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: [Choose (d), 
(e) or (f)]

[  ] (d) Semi-annual Entry Dates.  The first day of the Plan Year and the first 
         day of the seventh month of the Plan Year.
[  ] (e) The first day of the Plan Year.
[X ] (f) (Specify entry dates):  As of the first pay period following the first
                                 ----------------------------------------------
         day of the plan year and 2/1, 5/1, 8/1 and 11/1.
         -----------------------------------------------


TIME OF PARTICIPATION. An Employee will become a Participant [and, if 
applicable, will participate in the allocations described in Option (c)(1)], 
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date 
(if employed on that date): [Choose (g), (h) or (i)]

[X ] (g) immediately following
[  ] (h) immediately preceding
[  ] (i) nearest

the date the Employee completes the eligibility conditions described in Options 
(a) and (b) [or in Option (c)(2) if applicable] of this Adoption Agreement 
Section 2.01.

[Note: The Employer must coordinate the selection of (g), (h) or (i) with the
"Plan Entry Date" selection in (d), (e) or (f). Unless otherwise excluded under
Section 1.07, the Employee must become a Participant by the earlier of: (1) the
first day of the Plan Year beginning after the date the Employee completes the
age and service requirements of Code (S)410(a); or (2) 6 months after the date
the Employee completes those requirements.]

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to: 
[Choose (j) or (k)]

[X ] (j) All Employees of the Employer, except: [Choose (1) or (2)]

     [X ] (1) No exceptions.
     [  ] (2) Employees who are Participants in the Plan as of the Effective 
              Date.

[  ] (k) Solely to an Employee employed by the Employer after 
         ____________________. If the Employee was employed by the Employer on
         or before the specified date, the Employee will become a Participant:
         [Choose (1), (2) or (3)]

     [  ] (1) On the latest of the Effective Date, his Employment Commencement
          Date or the date he attains age _____________________ (not to exceed
          21).
     [  ] (2) Under the eligibility conditions in effect under the Plan prior to
          the restated Effective Date. If the restated Plan required more than
          one Year of Service to participate, the eligibility condition under
          this Option (2) for participation in the Code (S)401(k) arrangement
          under this Plan is one Year of Service for Plan Years beginning after
          December 31, 1988. (For restated plans only.)
     [  ] (3) (Specify) ________________________________________________________
              _________________________.

     2.02 YEAR OF SERVICE - PARTICIPATION.
          -------------------------------
HOURS OF SERVICE. An Employee must complete: [Choose (a) or (b)]

[X ] (a) 1,000 Hours of Service.
[  ] (b) ________________________ Hours of Service during an eligibility 
         computation period to receive credit for a Year of Service.
         [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility 
computations period as: [Choose (c) or (d)]

[X ] (c) The 12 consecutive month period beginning with each anniversary of an 
         Employee's Employment Commencement Date.
[  ] (d) The Plan Year, beginning with the Plan Year which includes the first 
         anniversary of the Employee's Employment Commencement Date.

     2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described 
          --------------------------------
in Section 2.03(B) of the Plan: [Choose (a) or (b)]

[X ] (a) Does not apply to the Employer's Plan.
[  ] (b) Applies to the Employer's Plan.

     2.06 ELECTION NOT TO PARTICIPATE. The Plan: [Choose (a) or (b)]
          ---------------------------

[X ] (a) Does not permit an eligible Employee or a Participant to elect not to 
         participate.
[  ] (b) Does permit an eligible Employee or a Participant to elect not to
         participate in accordance with Section 2.06 and with the following
         rules: [Complete (1), (2), (3) and (4)]

<PAGE>
 
        (1) An election is effective for a Plan Year if filed no later than

            -------------------------------------------------------------------.
        (2) An election not to participate must be effective for at least
                                     Plan Year(s).
            ------------------------
        (3) Following a reelection to participate, the Employee or Participant:

            [ ](i)   May not again elect not to participate for any subsequent 
                     Plan Year.
            [ ](ii)  May again elect not to participate, but not earlier than
                                 following the Plan Year in which the reelection
                     -----------
                     first was effective.

        (4) (Specify)
                     -----------------------------------------------------------
            --------------------------------------------------------------------
            ------------------------------------------.
            (Insert "N/A" if no other rules apply.)


                                  ARTICLE III
                    EMPLOYER CONTRIBUTIONS AND FORFEITURES

   3.01 AMOUNT.
        ------
Part I. [Options (a) through (g)] Amount of Employer's contribution. The 
Employer's annual contribution to the Trust will equal the total amount of 
deferral contributions, matching contributions, qualified nonelective 
contributions and nonelective contributions, as determined under this Section 
3.01.
[Choose any combination of (a), (b), (c) and (d), or choose (e)]

[X](a)  Deferral contributions (Code (S)401(k) arrangement). [Choose (1) or (2) 
        or both]

    [X](1)  Salary reduction arrangement. The Employer must contribute the
            amount by which the Participants have reduced their Compensation for
            the Plan Year, pursuant to their salary reduction agreements on file
            with the Advisory Committee. A reference in the Plan to salary
            reduction contributions is a reference to these amounts.
    [ ](2)  Cash or deferred arrangement. The Employer will contribute on behalf
            of each Participant the portion of the Participant's proportionate
            share of the cash or deferred contribution which he has not elected
            to receive in cash. See Section 14.02 of the Plan. The Employer's
            cash or deferred contribution is the amount the Employer may from
            time to time deem advisable which the Employer designates as a cash
            or deferred contribution prior to making that contribution to the
            Trust.

[X](b)  Matching contributions. The Employer will make matching contributions in
        accordance with the formula(s) elected in Part II of this Adoption
        Agreement Section 3.01.
[X](c)  Designated qualified nonelective contributions. The Employer, in its
        sole discretion, may contribute an amount which it designates as a
        qualified nonelective contribution.
[ ](d)  Nonelective contributions.
        [Choose any combination of (1) through (4)]

    [ ](1)  Discretionary contribution. The amount (or additional amount) the 
            Employer may from time to time deem advisable.
    [ ](2)  The amount (or additional amount) the Employer may from time to time
            deem advisable, separately determined for each of the following
            classifications of Participants: [Choose (i) or (ii)]

            [ ](i)   Nonhighly Compensated Employees and Highly Compensated 
                     Employees.

            [ ](ii)  (Specify classifications)
                                              ----------------------------------
                     -----------------------------------------------------------
                     --------------------------------------.

Under this Option (2), the Advisory Committee will allocate the amount 
contributed for each Participant classification in accordance with Part II of 
Adoption Agreement Section 3.04, as if the Participants in that classification 
were the only Participants in the Plan.
   
    [ ](3)                  % of the Compensation of all Participants under the
            ----------------
            Plan, determined for the Employer's taxable year for which it makes
            the contribution.
            [Note: The percentage selected may not exceed 15%.]
    [ ](4)                  % of Net Profits but not more than $               .
            ----------------                                    ---------------
[ ](e) Frozen Plan. This Plan is a frozen Plan effective                       .
       -----------                                      -----------------------
       The Employer will not contribute to the Plan with respect to any period 
       following the stated date.

Net Profits. The Employer: [Choose (f) or (g)]

[X](f) Need not have Net Profits to make its annual contribution under this 
       Plan.
[ ](g) Must have current or accumulated Net Profits exceeding $
                                                               -----------------
       to make the following contributions:
       (Choose at least one)

    [ ](1)  Cash or deferred contributions described in Option (a)(2).
    [ ](2)  Matching contributions described in Option (b), except:
            
            --------------------------------------------------------------------
            --------------------------------------.

    [ ](3)  Qualified nonelective contributions described in Option (c).
    [ ](4)  Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any 
taxable year determined by the Employer upon the basis of its books of account 
in accordance with generally accepted accounting practices consistently applied 
without any deductions for Federal and state taxes upon income or for 
contributions made by the Employer under this Plan or under any other employee 
benefit plan the Employer maintains. The term "Net Profits" specifically 
excludes   N/A  .
        --------
[Note: Enter "N/A" if no exclusions apply.]

                                                     NON-STANDARIZED 401(k) PLAN
                                      -4-

<PAGE>
 
If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the 
matching contribution under a fixed formula on a prorata basis for all 
Participants. A Participant's share of the reduced contribution will bear the 
same ratio as the matching contribution the Participant would have received if 
Net Profits were sufficient bears to the total matching contribution all 
Participants would have received if Net Profits were sufficient. If more than 
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but 
will not apply this reduction unless, after combining the separately determined 
Net Profits, the aggregate Net Profits are insufficient to satisfy the matching 
contribution liability. "Net Profits" includes both current and accumulated Net 
Profits.

Part II. [Options (h) through (j)] Matching contribution formula. [Note: If the 
Employer elected Option (b), complete Options (h), (i) and (j).]

[X] (h)  Amount of matching contributions. For each Plan Year, the Employer's 
         matching contribution is:
         [Choose any combination of (1), (2), (3), (4) and (5)]

   [ ] (1) An amount equal to                      % of each Participant's
                             ----------------------   
           eligible contributions for the Plan Year.
   [ ] (2) An amount equal to                      % of each Participant's
                             ----------------------
           first tier of eligible contributions for the Plan Year, plus the
           following matching percentage(s) for the following subsequent tiers
           of eligible contributions for the Plan Year:
                                                       -----------------------
           ---------------------------------------------.
   [X] (3) Discretionary formula.
            
           [X] (i)   An amount (or additional amount) equal to a matching
                     percentage the Employer from time to time may deem
                     advisable of the Participant's eligible contributions for
                     the Plan Year.
           [ ] (ii)  An amount (or additional amount) equal to a matching
                     percentage the Employer from time to time may deem
                     advisable of each tier of the Participant's eligible
                     contributions for the Plan Year.

    [ ] (4) An amount equal to the following percentage of each Participant's
            eligible contributions for the Plan Year, based on the Participant's
            Years of Service:

Number of Years of Service      Matching Percentage

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

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

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

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

The Advisory Committee will apply this formula by determining Years of Service
as follows:
           -------------------------------------------------------------------

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

-----------------------------------------.

    [ ] (5)   A Participant's matching contributions may not:
              [Choose (i) or (ii)]

              [ ] (i)   Exceed 
                               -------------------------------------------------
                        --------------------------------------.  

              [ ] (ii)  Be less than 
                                    --------------------------------------------
                        --------------------------------------. 
                        
Related Employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the related employers may elect different matching
contribution formulas by attaching to the Adoption Agreement a separately
completed copy of this Part II. [Note: Separate matching contribution formulas
create separate current benefit structures that must satisfy the minimum
participation test of Code (S)401(a)(26).]

[X](i) Definition of eligible contributions. Subject to the requirements of
       Option (j), the term "eligible contributions" means:
       [Choose any combination of (1) through (3)]

       [X](1) Salary reduction contributions.
       [ ](2) Cash or deferred contributions (including any part of the
              Participant's proportionate share of the cash or deferred
              contribution which the Employer defers without the Participant's
              election).
       [ ](3) Participant mandatory contributions, as designated in Adoption 
              Agreement Section 4.01. See Section 14.04 of the Plan.

[X](j) Amount of eligible contributions taken into account. When determining a
       Participant's eligible contributions taken into account under the
       matching contributions formula(s), the following rules apply: [Choose any
       combination of (1) through (4)]

       [ ](1) The Advisory Committee will take into account all eligible
              contributions credited for the Plan Year.
       [ ](2) The Advisory Committee will disregard eligible contributions 
              exceeding 
                       ---------------------------------------------------------
              -----------------------------------------.     

       [ ](3) The Advisory Committee will treat as the first tier of eligible
              contributions, an amount not exceeding: 
                                                     -------------------------
                                              The subsequent tiers of eligible
              -------------------------------
              contributions are:
                                -----------------------------------------------
              -----------------------------------------------------------------
              ------------------.
       [X](4) (Specify) The Advisory Committee will take into account 1%
                        ------------------------------------------------
              of salary deferral for each year of service, up to a maximum of 6
              ----------------------------------------------------------------- 
              years.
              -----

Part III.  [Options (k) and (l)]. Special rules for Code (S)401(k) Arrangement.
           [Choose (k) or (l), or both, as applicable]

[X](k)     Salary Reduction Agreements. The following rules and restrictions
           apply to an Employee's salary reduction agreement: [Make a selection
           under (1), (2), (3) and (4)]

           (1) Limitation on amount. The Employee's salary reduction 
           contributions:
           [Choose (i) or at least one of (ii) or (iii]


                         NON-STANDARDIZED 401(k) PLAN

                                      -5-
<PAGE>
 
     [ ] (i)   No maximum limitation other than as provided in the Plan.
     [X] (ii)  May not exceed         16%         of Compensation for the Plan
                             ---------------------
               Year, subject to the annual additions limitation described in
               Part 2 of Article III and the 402(g) limitation described
               in Section 14.07 of the Plan.

     [ ] (iii) Based on percentages of Compensation must equal at least -------

          --------------------------------------------------------------------. 

     (2) An Employee may revoke, on a prospective basis, a salary reduction 
         agreement:
         [Choose (i), (ii), (iii) or (iv)]

     [ ] (i)   Once during any Plan Year but not later than            of the 
                                                           -----------
               Plan Year.
     [ ] (ii)  As of any Plan Entry Date.
     [ ] (iii) As of the first day of any month.
     [X] (iv)  (Specify, but must be at least once per Plan Year)
               As of any pay period with 15 days prior notice.
               ----------------------------------------------

               ----------------------.
     (3) An Employee who revokes his salary reduction agreement may file a new
         salary reduction agreement with an effective date:
         [Choose (i), (ii), (iii) or (iv)]

     [ ] (i)   No earlier than the first day of the next Plan Year.
     [X] (ii)  As of any subsequent Plan Entry Date.
     [ ] (iii) As of the first day of any month subsequent to the month in which
               he revoked an Agreement.
     [ ] (iv) (Specify, but must be at least once per Plan Year following the 
               Plan Year of revocation)
                                       --------------------------------------

               -----------------------------------------.

     (4) A Participant may increase or may decrease, on a prospective basis, his
         salary reduction percentage or dollar amount: [Choose (i), (ii) or
         (iii) or (iv)]

     [ ] (i)   As of the beginning of each payroll period.
     [ ] (ii)  As of the first day of each month.
     [ ] (iii) As of any Plan Entry Date.
     [X] (iv)  (Specify, but must permit an increase or a decrease at least
               once per Plan Year)
               Once per fiscal year quarter.
               ------------------------------------------------------------
               ------------------------------------------------------------
               ---------------------------------------.

[ ] (1) Cash or deferred contributions. For each Plan Year for which the
        Employer makes a designated cash or deferred contribution, a Participant
        may elect to receive directly in cash not more than the following
        portion [or, if less, the 402(g) limitation described in Section 14.07
        of the Plan] of his proportionate share of that cash or deferred
        contribution:
        [Choose (1) or (2)]

    [ ] (1)  All of any portion.
    [ ] (2) 
             -----------------------%.

    3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate deferral
         -----------------------
    contributions, matching contributions, qualified nonelective contributions
    and nonelective contributions in accordance with Section 14.06 and the
    elections under this Adoption Agreement Section 3.04.

    Part I. [Options (a) through (d)]. Special Accounting Elections.  (Choose 
    whichever elections are applicable to the Employer's Plan)

     [X] (a)  Matching Contributions Account. The Advisory Committee will  
              allocate matching contributions to a Participant's:
              [Choose (1) or (2); (3) is available only in addition to (1)]

     [X] (1)  Regular Matching Contributions Account.
     [ ] (2)  Qualified Matching Contributions Account.
     [ ] (3)  Except, matching contributions under Option(s)
                                                            ---------------
              ------------------------of Adoption Agreement Section 3.01 are
              allocable to the Qualified Matching Contributions Account.

     [X] (b)  Special Allocation Dates for Salary Reduction Contributions. The
              Advisory Committee will allocate salary reduction contributions as
              of the Accounting Date and as of the following additional
              allocation dates: monthly
                                 ----------------------------------------------
              -----------------------------------------------------------------.
     [X] (c)  Special Allocation Dates for Matching Contributions. The Advisory
              Committee will allocate matching contributions as of the
              Accounting Date and as of the following additional allocation
              dates:
              -----------------------------------------------------------------

              -----------------------------------------------------------------.
     [X] (d)  Designated Qualified Nonelective Contributions - Definition of 
              Participant. For purposes of allocating the designated qualified
              nonelective contribution. "Participant" means:
              [Choose (1), (2) or (3)]

      [ ] (1)  All Participants.
      [X] (2)  Participants who are Nonhighly Compensated Employees for the Plan
               Year.
      [ ] (3)  (Specify)
                        -------------------------------------------------------

               ------------------------------------------.

      Part II. Method of Allocation - Nonelective Contribution. Subject to any
      restoration allocation required under Section 5.04, the Advisory Committee
      will allocate and credit each annual nonelective contribution (and
      Participant forfeitures treated as nonelective contributions) to the
      Employer Contributions Account of each Participant who satisfies the
      conditions of Section 3.06, in accordance with the allocation method
      selected under this Section 3.04. If the Employer elects Option (e)(2),
      Option (g)(2) or Option (h), for the first 3% of Compensation allocated to
      all Participants. "Compensation" does not include any exclusions elected
      under Adoption Agreement Section 1.12 (other than the exclusion of
      elective contributions), and the Advisory Committee must take into account
      the Participant's Compensation for the entire Plan Year.
      [Choose an allocation method under (e), (f), (g) or (h); (i) is mandatory
      if the Employer elects (f), (g) or (h); (j) is optional in addition to any
      other election.]

      [ ] (e)  Non-integrated Allocation Formula. [Choose (1) or (2)]


                         NON-STANDARDIZED 401(k) PLAN

                                      -6-

<PAGE>
 
   [ ] (1)  The Advisory Committee will allocate the annual nonelective
            contributions in the same ratio that each Participant's Compensation
            for the Plan Year bears to the total Compensation of all
            Participants for the Plan Year.

   [ ] (2)  The Advisory Committee will allocate the annual nonelective
            contributions in the same ratio that each Participant's Compensation
            for the Plan Year bears to the total Compensation of all
            Participants for the Plan Year. For purposes of this Option (2),
            "Participant" means, in addition to a Participant who satisfies the
            requirements of Section 3.06 for the Plan Year, any other
            Participant entitled to a top heavy minimum allocation under Section
            3.04(B), but such Participant's allocation will not exceed 3% of his
            Compensation for the Plan Year.

[ ] (f)  TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First,
         the Advisory Committee will allocate the annual Employer nonelective
         contributions in the same ratio that each Participant's Compensation
         plus Excess Compensation for the Plan Year bears to the total
         Compensation plus Excess Compensation of all Participants for the Plan
         Year. The allocation under this paragraph, as a percentage of each
         Participant's Compensation plus Excess Compensation, must not exceed
         the applicable percentage (5.7%, 5.4%, or 4.3%) listed under the
         Maximum Disparity Table following Option (i).

         The Advisory Committee then will allocate any remaining nonelective
         contributions in the same ratio that each Participant's Compensation
         for the Plan Year bears to the total Compensation of all Participants
         for the Plan Year.

[ ] (g)  THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
         Committee will allocate the annual Employer nonelective contributions
         in the same ratio that each Participant's Compensation for the Plan
         Year bears to the total Compensation of all Participants for the Plan
         Year. The allocation under this paragraph, as a percentage of each
         Participant's Compensation may not exceed the applicable percentage
         (5.7%, 5.4%, or 4.3%) listed under the Maximum Disparity Table
         following Option (i). Solely for purposes of the allocation in this
         first paragraph, "Participant" means, in addition to a Participant who
         satisfies the requirements of Section 3.06 for the Plan Year: [Choose
         (1) or (2)]

    [ ] (1)  No other Participant.
     
    [ ] (2)  Any other Participant entitled to a top heavy minimum allocation
             under Section 3.04(B), but such Participant's allocation under this
             Option (g) will not exceed 3% of his Compensation for the Plan
             Year.

As a second tier allocation, the Advisory Committee will allocate the 
nonelective contributions in the same ratio that each Participant's Excess 
Compensation for the Plan Year bears to the total Excess Compensation of all 
Participants for the Plan Year.  The allocation under this paragraph, as a 
percentage of each Participant's Excess Compensation, may not exceed the 
allocation percentage in the first paragraph.

Finally, the Advisory Committee will allocate any remaining nonelective 
contributions in the same ratio that each Participant's Compensation for the 
Plan Year bears to the total Compensation of all Participants for the Plan Year.

[ ] (h)  FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
         Committee will allocate the annual Employer nonelective contributions
         in the same ratio that each Participant's Compensation for the Plan
         Year bears to the total Compensation of all Participants for the Plan
         Year, but not exceeding 3% of each Participant's Compensation. Solely
         for purposes for this first tier allocation, a "Participant" means, in
         addition to any Participant who satisfies the requirements of Section
         3.06 for the Plan Year, any other Participant entitled to a top heavy
         minimum allocation under Section 3.04(B) of the Plan.

As a second tier allocation, the Advisory Committee will allocate the 
nonelective contributions in the same ratio that each Participant's Excess 
Compensation for the Plan Year bears to the total Excess Compensation of all 
Participants for the Plan Year, but not exceeding 3% of each Participant's 
Excess Compensation.

As a third tier allocation, the Advisory Committee will allocate the annual 
Employer contributions in the same ratio that each Participant's Compensation 
plus Excess Compensation for the Plan Year bears to the total Compensation plus 
Excess Compensation of all Participants for the Plan Year.  The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess 
Compensation, must not exceed the applicable percentage (2.7%, 2.4% or 1.3%) 
listed under the Maximum Disparity Table following Option (i).

The Advisory Committee then will allocate any remaining nonelective 
contributions in the same ratio that each Participant's Compensation for the 
Plan Year bears to the total Compensation of all Participants for the Plan Year.

[ ] (i)  Excess Compensation. For purposes of Option (f), (g) or (h), "Excess
         Compensation" means Compensation in excess of the following Integration
         Level:
         [Choose (1) or (2)]

    [ ] (1)                         % (not exceeding 100%) of the taxable wage 
           -------------------------
           base, as determined under Section 230 of the Social Security Act, in
           effect on the first day of the Plan Year: [Choose any combination of
           (i) and (ii) or choose (iii)]

           [ ] (i)     Rounded to                   (but not exceeding the 
                                 -------------------
                       taxable wage base).
           [ ] (ii)    But not greater than $
                                             ---------------------.
           [ ] (iii)   Without any further adjustment or limitation.

   [ ] (2) $
            -----------------------------
            [Note: Not exceeding the taxable wage base for the Plan Year in 
            which this Adoption Agreement first is effective.]

                         NON-STANDARDIZED 401(k) PLAN
<PAGE>
 
MAXIMUM DISPARITY TABLE.  For purposes of Options (f), (g) and (h), the 
applicable percentage is:

Integration Level           Applicable Percentages          Applicable
(as percentage of               for Option (f)             Percentages
taxable wage base)              or Option (g)          for Option (h)
------------------             --------------          --------------

100%                                5.7%                          2.7%

More than 80%
but less than 100%                  5.4%                          2.4%

More than 20%
(but not less than
$10,001) and not
more than 80%                       4.3%                          1.3%

20% (or $10,000,
if greater)                         5.7%                          2.7%
or less

[_] (j)  Allocation offset. The Advisory Committee will reduce a Participant's
         allocation otherwise made under Part II of this Section 3.04 by the
         Participant's allocation under the following qualified plan(s)
         maintained by the Employer:

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

         ---------------------------------------------------.

         The Advisory Committee will determine this allocation reduction:
         [Choose (1) or (2)]

    [_] (1)  By treating the term "nonelective contribution" as including all
             amounts paid or accrued by the Employer during the Plan Year to the
             qualified plan(s) referenced under this Option (j). If a
             Participant under this Plan also participates in that other plan,
             the Advisory Committee will treat the amount the Employer
             contributes for or during a Plan Year on behalf of a particular
             Participant under such other plan as an amount allocated under this
             Plan to that Participant's Account for that Plan Year. The Advisory
             Committee will make the computation of allocation required under
             the immediately preceding sentence before making any allocation of
             nonelective contributions under this Section 3.04.

    [_] (2)  In accordance with the formula provided in an addendum to this 
             Adoption Agreement, numbered 3.04(j).

TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE.  If a Participant's 
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): [Choose (k) or (l)]
[X] (k)  The Employer will make any necessary additional contribution to the 
         Participant's Account, as described in Section 3.04(B)(7)(a) of the
         Plan.

[_] (l)  The Employer will satisfy the top heavy minimum allocation under the 
         following plan(s) it maintains:
  
         --------------------------------------------------------------------

         ------------------------------------.
         However, the Employer will make any necessary additional contribution
         to satisfy the top heavy minimum allocation for an employee covered
         only under this Plan and not under the other plan(s) designated in this
         Option (l). See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum 
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code (S)416.

RELATED EMPLOYERS.  If two or more related employers (as defined in Section 
1.30) contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this 
Adoption Agreement Section 3.04: [Choose (m) or (n)]

[_] (m)  Without regard to which contributing related group member employs the 
         Participant.

[X] (n)  Only to the Participants directly employed by the contributing
         Employer. If a Participant receives Compensation from more than one
         contributing Employer, the Advisory Committee will determine the
         allocations under this Adoption Agreement Section 3.04 by prorating
         among the participating Employers the Participant's Compensation and,
         if applicable, the Participant's Integration Level under Option (i).

   3.05  FORFEITURE ALLOCATION.  Subject to any restoration allocation required 
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant 
forfeiture in accordance with Section 3.04:
[Choose (a) or (b); (c) and (d) are optional in addition to (a) or (b)]

[_] (a)  As an Employer nonelective contribution for the Plan Year in which the 
         forfeiture occurs, as if the Participant forfeiture were an additional 
         nonelective contribution for that Plan Year.
[X] (b)  To reduce the Employer matching contributions and nonelective 
         contributions for the Plan Year: [Choose (1) or (2)]

    [ ] (1)  in which the forfeiture occurs.
     
    [X] (2)  immediately following the Plan Year in which the forfeiture occurs.

[X] (c)  To the extent attributable to matching contributions: [Choose (1), (2) 
         or (3)]

    [ ] (1)  In the manner elected under Options (a) or (b).
      
    [X] (2)  First to reduce Employer matching contributions for the Plan Year 
             [Choose (i) or (ii)]

             [ ] (i)   in which the forfeiture occurs.
               
             [X] (ii)  immediately following the Plan Year in which the
                       forfeiture occurs, then as elected in Options (a) or (b).

    [ ] (3)  As a discretionary matching contribution for the Plan Year in which
             the forfeiture occurs, in lieu of the manner elected under Options
             (a) or (b).

[ ] (d)  First to reduce the Plan's ordinary and necessary administrative
         expenses for the Plan Year and then will allocate any remaining
         forfeitures in the manner described in Options (a), (b) or (c),
         whichever applies.


                          NON-STANDARDIZED 401(k) PLAN
<PAGE>
 
If the Employer elects Option (c), the forfeitures used to reduce Plan expenses:
[Choose (1) or (2)]

     [ ] (1) relate proportionately to forfeitures described in Option (c) and 
             to forfeitures described in Options (a) or (b).
     [ ] (2) relate first to forfeitures described in Option __________________
             ____________________________.

Allocation of forfeited excess aggregate contributions. The Advisory Committee 
will allocate any forfeited excess aggregate contributions (as described in 
Section 14.09):
[Choose (e), (f) or (g)]

[X] (e) To reduce Employer matching contributions for the Plan Year: [Choose (1)
        or (2)]

     [ ] (1) in which the forfeiture occurs.
     [X] (2) immediately following the Plan Year in which the forfeiture occurs.

[ ] (f) As Employer discretionary matching contributions for the Plan Year in
        which forfeited, except the Advisory Committee will not allocate these
        forfeitures to the Highly Compensated Employees who incurred the
        forfeitures.
[ ] (g) In accordance with Options (a) through (d), whichever applies, except
        the Advisory Committee will not allocate these forfeitures under Option
        (a) or under Option (c)(3) to the Highly Compensated Employees who
        incurred the forfeitures.

     3.06 ACCRUAL OF BENEFIT.
          ------------------
Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account:
[Choose (a) or (b)]

[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation for the portion of the Plan Year in which 
        the Employee actually is a Participant in the Plan.

Accrual Requirements. Subject to the suspension of accrual requirements of 
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred 
contributions, matching contributions, designated qualified nonelective 
contributions, nonelective contributions and Participant forfeitures, if any, 
for the Plan Year, a Participant must satisfy the conditions described in the 
following elections:
[Choose (c) or at least one of (d) through (f)]

[X] (c) Safe harbor rule. If the Participant is employed by the Employer on the
        last day of the Plan Year, the Participant must complete at least one
        Hour of Service for that Plan Year. If the Participant is not employed
        by the Employer on the last day of the Plan Year, the Participant must
        complete at least 501 Hours of Service during the Plan Year.
[ ] (d) Hours of Service condition. The Participant must complete the following 
        minimum number of Hours of Service during the Plan Year:
        [Choose at least one of (1) through (5)]

     [ ] (1) 1,000 Hours of Service.
     [ ] (2) (Specify, but the number of Hours of Service may not exceed 1,000)
             ____________________________________.
     [ ] (3) No Hour of Service requirement if the participant terminates
             employment during the Plan Year on account of: [Choose (i), (ii) or
             (iii)]

             [ ] (i)   Death.
             [ ] (ii)  Disability.
             [ ] (iii) Attainment of Normal Retirement Age in the current Plan 
                       Year or in a prior Plan Year.

     [ ] (4) _______________________________ Hours of Service (not exceeding
             1,000) if the Participant terminates employment with the Employer
             during the Plan Year, subject to any election in Option (3).
             
     [ ] (5) No Hour of Service requirement for an allocation of the following 
             contributions: ___________________________________________________
             _______________

[ ] (e) Employment condition. The Participant must be employed by the Employer
        on the last day of the Plan Year, irrespective of whether he satisfies
        any Hours of Service condition under Option (d), with the following
        exceptions:
        [Choose (1) or at least one of (2) through (5)]

     [ ] (1) No exceptions.
     [ ] (2) Termination of employment because of death.
     [ ] (3) Termination of employment because of disability.
     [ ] (4) Termination of employment following attainment of Normal Retirement
             Age.
     [ ] (5) No employment condition for the following contributions:
             _______________________________________

[ ] (f) (Specify other conditions, if applicable): ____________________________
        _________________________

Suspension of Accrual Requirements. The suspension of accrual requirements of 
Section 3.06(E) of the Plan:
[Choose (g), (h) or (i)]

[X] (g) Applies to the Employer's Plan.
[ ] (h) Does not apply to the Employer's Plan.
[ ] (i) Applies in modified form to the Employer's Plan, as described in an 
        addendum to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching contributions. If the Plan allocates 
matching contributions on two or more allocation dates for a Plan Year, the 
Advisory Committee, unless otherwise specified in Option (1), will apply any 
Hours of Service condition by dividing the required Hours of Service on a 
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement 
Section 3.06 will receive an allocation of matching contributions (and

                                                    NON-STANDARDIZED 401(k) PLAN

                                      -9-
<PAGE>

forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s):
[Choose (j) or at least one of (k) or (l)]

[X](j)   No additional conditions.
[_](k)   The Participant is not a Highly Compensated Employee for the Plan Year.
         This Option (k) applies to:
         [Choose (1) or (2)]

   [_](1)    All matching contributions.
   [_](2)    Matching contributions described in Option(s) _____________________
             _______________ of Adoption Agreement Section 3.01.

[_](1)   (Specify)______________________________________________________________
         ____________________________________________________.

  3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15 apply,
       -----------------------------
       the Excess Amount attributed to this Plan equals: [Choose (a), (b) or
       (c)]

[_](a) The product of:

       (i)  the total Excess Amount allocated as of such date (including any
            amount which the Advisory Committee would have allocated but for the
            limitations of Code (S)415), times

       (ii) the ratio of (1) the amount allocated to the Participant as of such
            date under this Plan divided by (2) the total amount allocated as of
            such date under all qualified defined contribution plans (determined
            without regard to the limitations of Code (S)415).

[_](b) The total Excess Amount.
[X}(c) None of the Excess Amount.

  3.18 DEFINED BENEFIT PLAN LIMITATION.
       -------------------------------
Application of limitation. The limitation under Section 3.18 of the Plan:
[Choose (a) or (b)]

[X](a) Does not apply to the Employer's Plan because the Employer does not
       maintain and never has maintained a defined benefit plan covering any
       Participant in this Plan.
[_](b) Applies to the Employer's Plan. To the extent necessary to satisfy the 
       limitation under Section 3.18, the Employer will reduce: 
       [Choose (1) or (2)]
  
  [_](1)    The Participant's projected annual benefit under the defined benefit
            plan under which the Participant participates.
  [_](2)    Its contribution or allocation on behalf of the Participant to the
            defined contribution plan under which the Participant participates
            and then, if necessary, the Participant's projected annual benefit
            under the defined benefit plan under which the Participant
            participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18 
do not apply to the Employer's Plan.]

Coordination with top heavy minimum allocation. The Advisory Committee will 
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: [Choose (c) or at least one of (d) or (e)]

[_](c) No modifications.
[_](d) For Non-Key Employees participating only in this Plan, the top heavy
       minimum allocation is the minimum allocation described in Section 3.04(B)
       determined by substituting         % (not less than 4%) for "3%," except:
       [Choose (i) or (ii)]

       [_](i)  No exceptions.
       [_](ii) Plan Years in which the top heavy ratio exceeds 90%.

[_](e) For Non-Key Employees also participating in the defined benefit plan, the
       top heavy minimum is: [Choose (1) or (2)]

  [_](1) 5% of Compensation (as determined under Section 3.04(B) of the Plan)
         irrespective of the contribution rate of any Key Employee, except: 
         [Choose (i) or (ii)]

         [_](i)  No exceptions.
         [_](ii) Substituting "7 1/2%" for "5%" if the top heavy ratio does not
                 exceed 90%.

  [_](2) 0%.[Note: The Employer may not select this Option (2) unless the
         defined benefit plan satisfies the top heavy minimum benefit
         requirements of Code (S)416 for these Non-Key Employees.]

Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan: ___________
_______________________________________________________________________________
__________________________.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code (S)416,
the Employer must provide the appropriate provision in an addendum to this
Adoption Agreement.

                                  ARTICLE IV
                           PARTICIPANT CONTRIBUTIONS

    4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS.
         ---------------------------------------
The Plan:
[Choose (a) or (b): (c) is available only with (b)]

[_](a)  Does not permit Participant nondeductible contributions.
[X](b)  Permits Participant nondeductible contributions, pursuant to Section 
        14.04 of the Plan.
[_](c)  The following portion of the Participant's nondeductible contributions 
        for the Plan Year are mandatory contributions under Option (i)(3) of 
        Adoption Agreement Section 3.01: [Choose (1) or (2)]

   [_](1) The amount which is not less than:___________________________________
          ________________________________________________________________.
   [_](2) The amount which is not greater than:________________________________
          ________________________________________________________________.


 
                                                    NON-STANDARDIZED 401(k) PLAN
                                     -10-

<PAGE>
 
Allocation dates. The Advisory Committee will allocate
nondeductible contributions for each Plan Year as of the Accounting
Date and the following additional allocation dates: [Choose (d) or
(e)]

[X] (d) No other allocation dates.
[ ] (e) (Specify)__________________________________________________
        ___________________________________________________________

As of an allocation date, the Advisory Committee will credit all
nondeductible contributions made for the relevant allocation period.
Unless otherwise specified in (e), a nondeductible contribution 
relates to an allocation period only if actually made to the Trust no
later than 30 days after that allocation period ends.

    4.05 PARTICIPANT CONTRIBUTION-
         -------------------------
WITHDRAWAL/DISTRIBUTION. Subject to the restrictions of 
Article VI, the following distribution options apply to a Participant's
Mandatory Contributions Account, if any, prior to his Separation 
from Service:
[Choose (a) or at least one of (b) through (d)]

[ ] (a)  No distribution options prior to Separation from Service.
[ ] (b)  The same distribution options applicable to the Deferral
         Contributions Account prior to the Participant's Separation
         from Service, as elected in Adoption Agreement Section
         6.03.
[ ] (c)  Until he retires, the Participant has a continuing election
         to receive all or any portion of his Mandatory
         Contributions Account if:
         [Choose (1) or at least one of (2) through (4)

  [ ] (1)  No conditions.
  [ ] (2)  The mandatory contributions have accumulated for at
           least________________ Plan Years since the Plan Year
           for which contributed.
  [ ] (3)  The Participant suspends making nondeductible
           contributions for a period of________________
           months.
  [ ] (4)  (Specify) ___________________________________________
           ______________________________________.

[X] (d) (Specify) Any time for after-tax contributions.
                  -----------------------------------------------
        ______________________.

                              ARTICLE V
            TERMINATION OF SERVICE - PARTICIPANT VESTING

     5.01 NORMAL RETIREMENT. Normal Retirement Age under
          ----------------- 
the Plan is: [Choose (a) or (b)]

[X] (a) 65                  (State age, but may not exceed age 65).
        --------------------
[ ] (b) The later of the date the Participant attains_____________
        years of age or the_________anniversary of the first day of
        the Plan Year in which the Participant commenced
        participation in the Plan. (The age selected may not exceed
        age 65 and the anniversary selected may not exceed the 
        5th.)

     5.02 PARTICIPANT DEATH OR DISABILITY. The 100%
          -------------------------------
vesting rule under Section 5.02 of the Plan:

[Choose (a) or choose one or both of (b) and (c)]

[ ] (a)  Does not apply.
[X] (b)  Applies to death.
[X] (c)  Applies to disability.

     5.03 VESTING SCHEDULE
          ----------------
Deferral Contributions Account/Qualified Matching
Contributions Account/Qualified Nonelective Contributions
Account/Mandatory Contributions Account. A Participant has a
100% Nonforfeitable interest at all times in his Deferral
Contributions Account, his Qualified Matching Contributions
Account, his Qualified Nonelective Contributions Account and in
his Mandatory Contributions Account.

Regular Matching Contributions Account/Employer
Contributions Account. With respect to a Participant's Regular
Matching Contributions Account and Employer Contributions
Account, the Employer elects the following vesting schedule:
[Choose (a) or (b); (c) and (d) are available only as additional
option)]

[ ] (a)  Immediate vesting. 100% Nonforfeitable at all times.
         [Note: The Employer must elect Option (a) if the eligibility
         conditions under Adoption Agreement Section 2.01 (c)
         require 2 years of service or more than 12 months of
         employment.]
[X] (b)  Graduated Vesting Schedules.


                              Top Heavy Schedule
                                  (Mandatory)

Years of                                                  Nonforfeitable
Service                                                    Percentage
--------                                                  --------------

Less than 1                                               ______0_______
1                                                         ______0_______
2                                                         _____20_______
3                                                         _____40_______
4                                                         _____60_______
5                                                         _____80_______
6 or more                                                     100%


                            Non Top Heavy Schedule
                                  (Optional)

Years of                                                  Nonforfeitable
Service                                                    Percentage
________                                                  --------------

Less than 1                                               ______0_______
1                                                         ______0_______
2                                                         ______0_______
3                                                         _____20_______
4                                                         _____40_______
5                                                         _____60_______
6                                                         _____80_______
7 or more                                                     100%

[ ] (c)  Special vesting election for Regular Matching Contributions Account. In
         lieu of the election under Options (a) or (b), the Employer elects the
         following vesting schedule for a

                         NON-STANDARDIZED 401(k) PLAN

                                              -11-
<PAGE>
 
Participant's Regular Matching Contributions Account: [Choose (1) or (2)]
   [ ] (1) 100% Nonforfeitable at all times.
   [ ] (2) In accordance with the vesting schedule described in the addendum to
           this Adoption Agreement, numbered 5.03(c). [Note: If the Employer
           elects this Option (c)(2), the addendum must designate the
           applicable vesting schedule(s) using the same format as used in
           Option (b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy 
Schedule which satisfies Code (S)416. The Employer, at its option, may complete 
a Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code 
(S)411(a)(2). Also see Section 7.05 of the Plan.]

[X] (d) The Top Heavy Schedule under Option (b) [and, if applicable, under
        Option (c)(2)] applies:
        [Choose (1) or (2)]

   [X] (1) Only in a Plan Year for which the Plan is top heavy.
   [ ] (2) In the Plan Year for which the Plan first is top heavy and then in
           all subsequent Plan Years.
           [Note: The Employer may not elect Option (d) unless it has completed
           a Non Top Heavy Schedule.]

MINIMUM VESTING. [Choose (e) or (f)]

   [ ] (e) The Plan does not apply a minimum vesting rule.
   [X] (f) A Participant's Nonforfeitable Accrued Benefit will never be less
           than the lesser of $25 or his entire Accrued Benefit, even if the
           application of a graduated vesting schedule under Options (b) or (c)
           would result in a smaller Nonforfeitable Accrued Benefit.

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to 
insurance contracts purchased on his behalf under Article XI is: [Choose (g) or 
(h)]

   [X] (g) Subject to the vesting election under Options (a), (b) or (c).
   [ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting
           election under Options (b) or (c)(2).

     5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION
          --------------------------------------------------------------------
OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section
----------------------------  
5.04(C) of the Plan: [Choose (a) or (b)]

   [ ] (a) Does not apply.
   [X] (b) Will apply to determine the timing of forfeitures for 0% vested
           Participants. A Participant is not a 0% vested Participant if he has
           a Deferral Contributions Account.
      
     5.06 YEAR OF SERVICE - VESTING.
          -------------------------
Vesting computation period. The Plan measures a Year of Service on the basis of 
the following 12 consecutive month periods: 
[Choose (a) or (b)]

   [ ] (a) Plan Years.
   [X] (b) Employment Years. An Employment Year is the 12 consecutive month
           ----------------
           period measured from the Employee's Employment Commencement Date and
           each successive 12 consecutive month period measured from each
           anniversary of that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: [Choose (c) or (d)]

   [X] (c) 1,000 Hours of Service.
   [ ] (d)                      Hours of Service.
           ---------------------
           [Note: The Hours of Service requirement may not exceed 1,000.]

     5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
          -----------------------------------
excludes the following Years of Service: [Choose (a) or at least one of (b)
through (e)]
   [X] (a) None other than as specified in Section 5.08(a) of the Plan.
   [ ] (b) Any Year of Service before the Participant attained the age of
           ------------------------.
           [Note: The age selected may not exceed age 18.]
   [ ] (c) Any Year of Service during the period the Employer did not maintain
           this Plan or a predecessor plan.
   [ ] (d) Any Year of Service before a Break in Service if the number of
           consecutive Breaks in Service equals or exceeds the greater of 5 or
           the aggregate number of the Years of Service prior to the Break. This
           exception applies only if the Participant is 0% vested in his Accrued
           Benefit derived from Employer contributions at the time he has a
           Break in Service. Furthermore, the aggregate number of Years of
           Service before a Break in Service do not include any Years of
           Service not required to be taken into account under this exception
           by reason of any prior Break in Service.
   [ ] (e) Any Year of Service earned prior to the effective date of ERISA if
           the Plan would have disregarded that Year of Service on account of
           an Employee's Separation from Service under a Plan provision in
           effect and adopted before January 1, 1974.

                                  ARTICLE VI
                    TIME AND METHOD OF PAYMENTS OF BENEFITS

Code (S)411(d)(6) PROTECTED BENEFITS. The elections under this Article VI may
not eliminate Code (S)411(d)(6) protected benefits. To the extent the elections
would eliminate a Code (S)411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

     6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.
          ----------------------------------
Distribution Date. A distribution date under the Plan means 
                                                           -----------------
       the first day of each month of the Plan Year.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
------------------.
[Note: The Employer must specify the appropriate date(s). The specified 
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an 
administratively practicable period of time to make the actual distribution 
relating to a particular distribution date.]

                         NON-STANDARDIZED 401(k) PLAN
<PAGE>
 
Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to
the limitations of Section 6.01(A)(1), the distribution date for
distribution of a Nonforfeitable Accrued Benefit not exceeding $3,500
is: [Choose (a), (b), (c), (d) or (e)]

[ ] (a)  _______________________________of the_________________Plan
         Year beginning after the Participant's Separation from
         Service.
[ ] (b)  _______________________________following the Participant's
         Separation from Service.
[ ] (c)  _______________________________of the Plan Year after the
         Participant incurs______________________________Break(s)
         in Service (as defined in Article V).
[ ] (d)  _______________________________following the Participant's
         attainment of Normal Retirement Age, but not earlier than
         __________________days following his Separation from
         Service.
[X] (e)  (Specify) The first administratively practicable distribution
                   ---------------------------------------------------
         date after the end of the quarter in which the participant
         -------------------------------------------------------------
         separates from service.
         -------------------------------------------------------------

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections
under Section 6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is:
[Choose (f), (g) or (h)]

[ ] (f)  _____________________________after the Participant terminates
         employment because of disability.
[X] (g)  The same as if the Participant had terminated employment
         without disability.
[ ] (h)  (Specify)____________________________________________________
         _____________________________________________________________.

Hardship. [Choose (i) or (j)]

[X] (i) The Plan does not permit a hardship distribution to a
        Participant who has separated from Service.
[ ] (j) The Plan permits a hardship distribution to a Participant who
        has separated from Service in accordance with the hardship 
        distribution policy stated in:
        [Choose (1), (2) or (3)]

    [ ] (1) Section 6.01(A)(4) of the Plan.
    [ ] (2) Section 14.11 of the Plan.
    [ ] (3) The addendum to this Adoption Agreement, numbered
            Section 6.01.

Default on a Loan. If a Participant or Beneficiary defaults on a loan
made pursuant to a loan policy adopted by the Advisory Committee
pursuant to Section 9.04, the Plan:
[Choose (k), (l) or (m)]

[X] (k)  Treats the default as a distributable event. The Trustee, at
         the time of the default, will reduce the Participant's
         Nonforfeitable Accrued Benefit by the lesser of the amount
         in default (plus accrued interest) or the Plan's security
         interest in that Nonforfeitable Accrued Benefit. To the extent
         the loan is attributable to the Participant's Deferral
         Contributions Account, Qualified Matching Contributions
         Account or Qualified Nonelective Contributions Account,
         the Trustee will not reduce the Participant's Nonforfeitable
         Accrued Benefit unless the Participant has separated from
         Service or unless the Participant has attained age 59 1/2.
[ ] (1)  Does not treat the default as a distributable event. When an
         otherwise distributable event first occurs pursuant to Section
         6.01 or Section 6.03 of the Plan, the Trustee will reduce the
         Participant's Nonforfeitable Accrued Benefit by the lesser of
         the amount in default (plus accrued interest) or the Plan's
         security interest in that Nonforfeitable Accrued Benefit.
[ ] (m)  (Specify)_____________________________________________________
         ______________________________________________________________.

  6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The
       ------------------------------------
Advisory Committee will apply Section 6.02 of the Plan with the 
following modifications:
[Choose (a) or at least one of (b), (c), (d) and (e)]

[X] (a)  No modifications.
[ ] (b)  Except as required under Section 6.01 of the Plan, a lump
         sum distribution is not available:_______________________
         _________________________________________________________
         __________________________________.
[ ] (c)  An installment distribution:
         [Choose (1) or at least one of (2) or (3)]

   [ ] (1) Is not available under the Plan.
   [ ] (2) May not exceed the lesser of_______________________years
           or the maximum period permitted under Section 6.02.
   [ ] (3) (Specify)______________________________________________
           _______________________________________________________.

[ ] (d)  The Plan permits the following annuity options:___________
         ______________________________________________.

Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See
Section 6.04(E).
[Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

[ ] (e)  If the Plan invests in qualifying Employer securities, as
         described in Section 10.03(F), a Participant eligible to elect
         distribution under Section 6.03 may elect to receive that
         distribution in Employer securities only in accordance with
         the provisions of the addendum to this Adoption Agreement, 
         numbered 6.02(e).

   6.03 BENEFIT PAYMENT ELECTIONS.
        -------------------------
Participant Elections After Separation from Service. A Participant
who is eligible to make distribution elections under Section 6.03 of the
Plan may elect to commence distribution of his Nonforfeitable Accrued
Benefit:
[Choose at least one of (a) through (c)]

[ ] (a)  As of any distribution date, but not earlier that_______of
         the_________________________Plan Year beginning after the
         Participant's Separation from Service.
[X] (b)  As of the following date(s):
         [Choose at least one of Options (1) through (6)]

  [ ] (1)  Any distribution date after the close of the Plan Year in
           which the Participant attains Normal Retirement Age.

                                                    NON-STANDARDIZED 401(k) PLAN
                                     -13-
<PAGE>
 
   [ ] (2)  Any distribution date following his Separation from
            Service with the Employer.
   [ ] (3)  Any distribution date in the___________________Plan
            Year(s) beginning after his Separation from Service.
   [ ] (4)  Any distribution date in the Plan Year after the
            Participant incurs______________Break(s) in Service
            (as defined in Article V).
   [ ] (5)  Any distribution date following attainment of 
            age________and completion of at least______________
            Years of Service (as defined in Article V).
   [X] (6)  (Specify) As of any distribution date, but not earlier than
                      ------------------------------------------------- 
            the first administratively practicable distribution date
            --------------------------------------------------------
            occurring after the end of the quarter in which the
            ---------------------------------------------------
            participant separates from service.
            ----------------------------------
[ ] (c)  (Specify)_____________________________________________________
         _________________________________________________________.


The distribution events described in the election(s) made under Options
(a), (b) or (c) apply equally to all Accounts maintained for the
Participant unless otherwise specified in Option (c).

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service:
[Choose (d) or at least one of (e) through (h)]

[X] (d)  No distribution options prior to Separation from Service.
[ ] (e)  Attainment of Specified Age. Until he retires, the Participant
         has a continuing election to receive all or any portion of his
         Nonforfeitable interest in these Accounts after he attains:
         [Choose (1) or (2)]

   [ ] (1) Normal Retirement Age.
   [ ] (2) _________________years of age and is at least_____________%
           vested in these Accounts.
           [Note: If the percentage is less than 100%, see the special
           vesting formula in Section 5.03.]

[ ] (f)  After a Participant has participated in the Plan for a period
         of not less than______________________years and he is 100%
         vested in these Accounts, until he retires, the Participant has
         a continuing election to receive all or any portion of the
         Accounts.
         [Note: The number in the blank space may not be less than
         5.]
[ ] (g)  Hardship. A Participant may elect a hardship distribution
         prior to his Separation from Service in accordance with the
         hardship distribution policy:
         [Choose (1), (2) or (3); (4) is available only as an additional
         option]

    [ ] (1)  Under Section 6.01(A)(4) of the Plan.
    [ ] (2)  Under Section 14.11 of the Plan.
    [ ] (3)  Provided in the addendum to this Adoption Agreement,
             numbered Section 6.03.
    [ ] (4)  In no event may a Participant receive a hardship
             distribution before he is at least_____% vested in
             these Accounts.
             [Note:  If the percentage in the blank is less than 100%,
             see the special vesting formula in Section 5.03.]
[ ] (h)  (Specify)___________________________________________________
         ______________________________________________.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE-DEFERRAL CONTRIBUTIONS
ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE
CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: [Choose (i) or at least one of (j)
through (l)]

[ ] (i)  No distribution options prior to Separation from Service.
[X] (j)  Until he retires, the Participant has a continuing election to
         receive all or any portion of these Accounts after he attains:
         [Choose (1) or (2)]

   [ ] (1)  The later of Normal Retirement Age or age 59 1/2.
   [X] (2)  Age     59 1/2   (at least 59 1/2).
                ------------

[X] (k) HARDSHIP. A Participant, prior to this Separation from
        Service, may elect a hardship distribution from his Deferral
        Contributions Account in accordance with the hardship
        distribution policy under Section 14.11 of the Plan.
[ ] (l) (Specify)___________________________________________________
        ____________________________________________________________
        [Note: Option (l) may not permit in service distributions
        prior to age 59 1/2 (other than hardship) and may not modify
        the hardship policy described in Section 14.11.]

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all of
the assets [within the meaning of Code (S)409(d)(2)] used in a trade or business
or sells a subsidiary [within the meaning of Code (S)409(d)(3)], a Participant
who continues employment with the acquiring corporation is eligible for
distribution from his Deferral Contributions Account. Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account: [Choose
(m) or (n)]

[X] (m)  Only as described in this Adoption Agreement Section 6.03
         for distributions prior to Separation from Service.
[ ] (n)  As if he has a Separation from Service. After March 31, 1988, a
         distribution authorized solely by reason of this Option (n) must
         constitute a lump sum distribution, determined in a manner consistent
         with Code (S)401(k)(10) and the applicable Treasury regulations.

  6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
       -----------------------------------------------------------
The annuity distribution requirements of Section 6.04: [Choose (a) or (b)]

[X] (a)  Apply only to a Participant described in Section 6.04(E) of
         the Plan (relating to the profit sharing exception to the joint
         and survivor requirements).
[ ] (b)  Apply to all Participants.

                                    -14-            NON-STANDARDIZED 401(k) PLAN
<PAGE>
                                  ARTICLE IX
                  ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
                            PARTICIPANTS' ACCOUNTS

  9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than a 
       --------------------------------------
distribution from a segregated Account and other than a corrective distribution 
described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan) occurs more than
90 days after the most recent valuation date, the distribution will include 
interest at:[Choose (a), (b) or (c)]
  
[X] (a)   0 % per annum.
        ____
        [Note: The percentage may equal 0%.]
[ ] (b) The 90 day Treasury bill rate in effect at the beginning of the current 
        valuation period.
[ ] (c) (Specify) __________________________________________________________.

  9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to 
       ______________________________________________________
Section 14.12, to determine the allocation of net income, gain or loss: 
(Complete only those items, if any, which are applicable to the Employer's Plan)

[X] (a) For salary reduction contributions, the Advisory Committee will: [Choose
        (1), (2), (3), (4) or (5)]

  [X] (1) Apply Section 9.11 without modification.
  [ ] (2) Use the segregated account approach described in Section 14.12.
  [ ] (3) Use the weighted average method described in Section 14.12, based on a
          _________ weighting period.
  [ ] (4) Treat as part of the relevant Account at the beginning of the
          valuation period _____% of the salary reduction contributions: [Choose
          (i) or (ii)]
          
          [ ] (i)   made during that valuation period.
          [ ] (ii)  made by the following specified time:______________________.

  [ ] (5) Apply the allocation method described in the addendum to this Adoption
          Agreement numbered 9.11(a).

[X] (b) For matching contributions, the Advisory Committee will: [choose (1), 
        (2), (3) or (4)]

  [X] (1) Apply Section 9.11 without modification.
  [ ] (2) Use the weighted average method described in Section 14.12, based on a
          ________________ weighting period.

  [ ] (3) Treat as part of the relevant Account at the beginning of the
          valuation period ____________% of the matching contributions allocated
          during the valuation period.
  [ ] (4) Apply the allocation method described in the addendum to this Adoption
          Agreement numbered 9.11(b).

[X] (c) For Participant nondeductible contributions, the Advisory Committee 
        will: [Choose (1), (2), (3), (4) or (5)]

  [X] (1) Apply Section 9.11 without modification.
  [ ] (2) Use the segregated account approach described in Section 14.12.
  [ ] (3) Use the weighted average method described in Section 14.12, based on 
          a _________ weighting period.
  [ ] (4) Treat as part of the relevant Account at the beginning of the
          valuation period _________% of the Participant nondeductible
          contributions:
          [choose (i) or (ii)]

          [ ] (i)   made during that valuation period.
          [ ] (ii)  made by the following specified time: ____________________.

  [ ] (5) Apply the allocation method described in the addendum to this 
          Adoption Agreement numbered 9.11(c).

                                   ARTICLE X
                   TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

  10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
        __________________
aggregate investments in qualifying Employer securities and in qualifying
Employer real property:
[Choose (a) or (b)]

[X] (a) May not exceed 10% of Plan assets.
[ ] (b) May not exceed    % of Plan assets.  [Note: the percentage may not 
                       ___                
        exceed 100%.]

  10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee 
        __________________
must value the Trust Fund on the following valuation date(s): [Choose (a) or 
(b)]

[ ] (a) No other mandatory valuation dates.
[X] (b) (Specify) 4/30, 7/31, and 10/31.
                  ______________________

                         NON-STANDARDIZED 401(k) PLAN

                                     -15-
<PAGE>
 
                            EFFECTIVE DATE ADDENDUM
                             (Restated Plans Only)

    The Employer must complete this addendum only if the restated Effective 
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

[ ] (a)  Compensation definition. The Compensation definition of Section 1.12 
         (other than the $200,000 limitation) is effective for Plan Years 
         beginning after ____________________.
         [Note: May not be effective later than the first day of the first Plan 
         Year beginning after the Employer executes this Adoption Agreement to
         restate the Plan for the Tax Reform Act of 1986, if applicable.]

[ ] (b)  Eligibility conditions. The eligibility conditions specified in 
         Adoption Agreement Section 2.01 are effective for Plan Years beginning
         after _______________________.

[ ] (c)  Suspension of Years of Service. The suspension of Years of Service rule
         elected under Adoption Agreement Section 2.03 is effective for Plan
         Years beginning after ____________________.

[ ] (d)  Contribution/allocation formula. The contribution formula elected under
         Adoption Agreement Section 3.01 and the method of allocation elected
         under Adoption Agreement Section 3.04 is effective for Plan Years
         beginning after ____________________.

[ ] (e)  Accrual requirements. The accrual requirements of Section 3.06 are 
         effective for Plan Years beginning after ______________________.

[ ] (f)  Employment condition. The employment condition of Section 3.06 is 
         effective for Plan Years beginning after ________________________.

[ ] (g)  Elimination of Net Profits. The requirement for the Employer not to 
         have net profits to contribute to this Plan is effective for Plan Years
         beginning after ____________________.
         [Note: The date specified may not be earlier than December 31, 1985.]

[ ] (h)  Vesting Schedule. The vesting schedule elected under Adoption Agreement
         Section 5.03 is effective for Plan Years beginning after _____________.

[ ] (i)  Allocation of Earnings. The special allocation provisions elected under
         Adoption Agreement Section 9.11 are effective for Plan Years beginning
         after ________________________.

[ ] (j)  (Specify) ___________________________.

     For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the designated provisions. A special Effective Date may not result in the
delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.



                                     -16-           NON-STANDARDIZED 401(k) PLAN
<PAGE>
 
                                EXECUTION PAGE
                                --------------

     The Trustee (and Custodian, if applicable), by executing this Adoption 
Agreement, accepts its position and agrees to all of the obligations, 
responsibilities and duties imposed upon the Trustee (or Custodian) under the 
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized 
officers, has executed this Adoption Agreement, and the Trustee (and Custodian, 
if applicable) signified its acceptance, on this 28th day of October, 1996.
                                                 ----        -------- -----
Name and EIN of Employer: House of Fabrics, Inc.
                          ---------------------
                          EIN 95-3426136
                          --------------
Signed:/s/ Marvin S. Maltzman
       -------------------------------------------------------------------------
       Marvin S. Maltzman, Sr. Vice President
Name(s) of Trustee: DEAN WITTER TRUST COMPANY

Signed: /s/ John Van Heuvelen
        ------------------------------------------------------------------------
Name of Custodian:
                   -------------------------------------------------------------
Signed:
       -------------------------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.
                                          ---

USE OF ADOPTION AGREEMENT.  Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The 
3-digit number assigned to this Adoption Agreement is solely for the Master Plan
Sponsor's recordkeeping purposes and does not necessarily correspond to the 
plan number the Employer designated in the prior paragraph.

MASTER PLAN SPONSOR. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: Dean Witter, 5 World Trade Center, NYC, NY 10048 - (213) 392-
2222.

RELIANCE ON OPINION LETTER.  The Employer may not rely on the Master Plan 
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the 
Plan's qualification, the Employer must obtain a determination letter from the 
applicable IRS Key District office.


----------------------------------------------------
(Plan Administrator's Dean Witter VIP Account Number)


                         NON-STANDARDIZED 401(k) PLAN

                                     -17-
<PAGE>
 
                           CERTIFICATE OF SECRETARY 

                                      OF 

                            HOUSE OF FABRICS, INC.


     I, MARVIN S. MALTZMAN, do hereby certify that I am the Secretary of House
of Fabrics, Inc., a corporation duly organized and existing under and by virtue
of the laws of the State of Delaware, and that the following resolutions are
true and exact copies of the resolutions duly adopted by the Board of Directors
on October 16, 1996, and that said resolutions have not been amended or revoked:

          RESOLVED: That the Company is hereby authorized to amend the House of
          Fabrics, Inc. Profit Sharing Thrift Plan to a 401(k) Plan, and to
          terminate BNY Western Trust Company as the Trustee for the Profit
          Sharing Thrift Plan:

          FURTHER RESOLVED: That the House of Fabrics' 401(k) Plan (the "Plan")
          and related Trust be, and they hereby are, approved and adopted in the
          form presented, effective as of November 1, 1996.

          FURTHER RESOLVED:  That Dean Witter Trust Company be, and it hereby 
          is, appointed as Trustee under the Plan; and
         
          FURTHER RESOLVED: That the President, Executive Vice President - Chief
          Financial Officer, Comptroller and Secretary of the Corporation be,
          and each one hereby is authorized and directed to execute such
          documents and to perform such acts as they, in their judgment, deem,
          or as counsel advise, necessary or desirable to effectuate the intent
          of the foregoing resolutions and the implementation of the Plan and
          Trust.
<PAGE>
 
               FURTHER RESOLVED: That the Secretary is hereby
               authorized to execute and deliver to Dean Witter 
               Trust an Incumbency Certificate certifying the
               officers and employees who are necessary and
               appropriate to effectuate the on-going administration
               of the Plan and its related Trust.

    IN WITNESS WHEREOF, I have executed this Certificate this 28th day of 
October, 1996.


                                                 /s/ Marvin S. Maltzman
                                                 -----------------------------
                                                 Marvin S. Maltzman, Secretary

<PAGE>
 
                            INCUMBENCY CERTIFICATE

        The undersigned certifies that he is the Secretary of the House of 
Fabrics, Inc., a Delaware Corporation ("Company"), and that, as such, he is
authorized to execute this Certificate on behalf of the Company, and further 
certifies that the following persons now are duly elected, qualified and acting
Officers of the Company, that each holds the office or the title in the Company
set forth opposite their name, that the signature of such persons appearing
opposite their name is their true and correct signature and that each Officer is
also a Member of the House of Fabrics 401(k) Committee.

     NAME                    OFFICE                      SIGNATURE
     ----                    ------                      ---------

Gary L. Larkins       President, CEO and Member of  /s/ Gary L. Larkins
                      Committee          

John E. Labbett       Executive Vice President,     /s/ John E. Labbett
                      Chief Financial Officer and 
                      Member of Committee

Gregory E. Lewis      Controller, Member of         /s/ Gregory E. Lewis
                      Committee and Plan
                      Administrator         

Marvin S. Maltzman    Sr. Vice President,           /s/ Marvin S. Maltzman
                      Secretary, General Counsel
                      and Chair of the Committee

        That the appointment and authorization of the foregoing individuals 
shall be of a continuing nature and shall be in full force and effect until 
revoked by a new Incumbency Certificate.

        That the Plan Administrator and/or Secretary of House of Fabrics, Inc. 
shall immediately notify Dean Witter Trust Company of any additions to or 
deletions from the foregoing list of authorized individuals and provide a new 
Incumbency Certificate authorizing any such change and sample signatures of any 
individuals are added to such list.

        IN WITNESS WHEREOF, I have executed this Certificate on the 28th day of 
October, 1996.
                                        
                                                HOUSE OF FABRICS, INC.
                                                By: Marvin S. Maltzman
                                                    ------------------
                                                    Marvin S. Maltzman
                                                    Secretary