<PAGE>   1
                                                                   EXHIBIT 10.21

                                NONSTANDARDIZED
                               ADOPTION AGREEMENT
                   PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                             PLAN AND TRUST ACCOUNT

                                  SPONSORED BY

                  GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust Account Basic Plan Document #01.

1.       EMPLOYER INFORMATION

         NOTE:    If multiple Employers are adopting the Plan, complete this
                  section based on the lead Employer. Additional Employers may
                  adopt this Plan by attaching executed signature pages to the
                  back of the Employer's Adoption Agreement.

EMPLOYER'S NAME:  TELECOMMUNICATION SYSTEMS, INC.
ADDRESS:          275 WEST STREET SUITE 400
                  ANNAPOLIS, MD 21401

TELEPHONE NUMBER: (410)280-1281

TAX I.D. NUMBER:  52-1526369

FORM OF BUSINESS:

[ ] Sole Proprietor           [ ] Partnership          [X] S Corporation
[ ] Corporation               [ ] Other

NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO THE TRUSTEE:

BRUCE WHITE  DIRECTOR, CONTRACTS & ADMINISTRATION

Name of PLAN:     TELECOMMUNICATION SYSTEMS, INC. 401(k) & PROFIT
                  SHARING PLAN

THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT:   001

2.       EFFECTIVE DATE

         (a)      This is a new Plan having an effective date of

         (b)      This is an amended Plan.
                  The effective date of the original Plan was JANUARY 1, 1991
                  The effective date of the amended Plan is JANUARY 1, 1999


                                       1
<PAGE>   2
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         (c)      If different from above, the Effective Date for the Plan's
                  Elective Deferral provisions shall be ___________.

3.       DEFINITIONS

         (a)      "COLLECTIVE OR COMMINGLED FUNDS" (Applicable to institutional
                  Trustees only.) Investment in collective or commingled funds
                  as permitted at paragraph )3.3(b) of the Basic Plan

                  Document #01 shall only be made to the following specifically
                  named fund(s):

                  Funds made available after the execution of this Adoption
                  Agreement will be listed on schedules attached to the end of
                  this Adoption Agreement.

         (b)      "COMPENSATION" Compensation shall be determined on the basis
                  of the:

                  [X] (i)    Plan Year.
                  [ ] (ii)   Employer's Taxable Year.
                  [ ] (iii)  Calendar Year.

                  Compensation shall be determined on the basis of the following
                  definition:

                  [ ] (iv)   Code Section 6041 and 6051 Compensation,
                  [X] (v)    Code Section 3401(a) Compensation, or
                  [ ] (vi)   Code Section 415 Compensation.

                  Compensation [X] shall [ ] shall not include Employer
                  contributions made pursuant to a Salary Savings Agreement
                  which are not includable in the gross income of the Employee
                  for the reasons indicated in the definition of Compensation at
                  1.12 of the Basic Plan Document #01.

                  For purposes of the Plan, Compensation shall be limited to
                  $________, the maximum amount which will be considered for
                  Plan purposes. [If an amount is specified, it will limit the
                  amount of contributions allowed on behalf of higher
                  compensated Employees. Completion of this section is not
                  intended to coordinate with the Code Section 401(a)(17)
                  definition of Compensation.]

                  Exclusions From Compensation:

                  (1)      overtime.
                  (2)      bonuses.
                  (3)      commissions.

                  (4)      _____________

<TABLE>
<CAPTION>
Type of Contribution(s)                                          Exclusion(s)
-----------------------                                          ------------
<S>                                                              <C>
Effective Deferrals [Section 7(b)]                               ____________
Matching Contributions [Section 7(c)]                            ____________
</TABLE>


                                       2
<PAGE>   3
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         QUALIFIED Non-Elective Contributions [Section 7(d)]
         and Non-Elective Contributions [Section 7(e)]  ___________

(c)      "ENTRY DATE"

         [ ]      (i)      The first day of the Plan Year nearest the date on
                           which an Employee meets the eligibility requirements.

         [ ]      (ii)     The earlier of the first day of the Plan Year or the
                           first day of the seventh month of the Plan Year
                           coinciding with or following the date on which an
                           Employee meets the eligibility requirements.

         [X]      (iii)    the first day of the Plan Year following the date on
                           which the Employee meets the eligibility
                           requirements. If this election is made, the Service
                           requirement at 4(a)(ii) may not exceed 1/2 year and
                           the age requirement at 4(b)(ii) may not exceed
                           20-1/2.

         [ ]      (iv)     The first day of the month coinciding with or
                           following the date on which an Employee meets the
                           eligibility requirements.

         [ ]       (v)     The first day of the Plan Year, or the first day of
                           the fourth month, or the first day of the seventh
                           month or the first day of the tenth month, of the
                           Plan Year coinciding with or following the date on
                           which an Employee meets the eligibility requirements.

(d)      "HOURS OF SERVICE" Shall be determined on the basis of the method
         selected below. Only one method may be selected. The method selected
         shall be applied to all Employees covered under the Plan as follows:

         [X]       (i)     On the basis of actual hours for which an Employee is
                           paid or entitled to payment.

         [ ]       (ii)    On the basis of days worked.

                           An Employee shall be credited with ten (10) Hours of
                           Service if under paragraph 1.42 of the Basic Plan
                           Document #01 such Employee would be credited with at
                           least one (1) Hour of Service during the day.

         [ ]       (iii)   On the basis of weeks worked.

                           An Employee shall be credited with forty-five (45)
                           Hours of Service if under paragraph 1.42 of the Basic
                           Plan Document #01 such Employee would be credited
                           with at least one (1) Hour of Service during the
                           week.

         [ ]       (iv)    On the basis of semi-monthly payroll periods.

                           An Employee shall be credited with ninety-five (95)
                           Hours of Service if under paragraph 1.42 of the Basic
                           Plan Document #01 such Employee would be credited
                           with at least one (l) Hour of Service during the
                           semi-monthly payroll period.

         [ ]       (v)     On the basis of months worked.

                           An Employee shall be credited with one-hundred-ninety
                           (190) Hours of Service if under paragraph 1.42 of the
                           Basic Plan Document #01 such Employee would be
                           credited with at least one (1) Hour of Service during
                           the month.

(e)      "LIMITATION YEAR" The 12-consecutive month period commencing on JANUARY
         1 and ending on DECEMBER 31.


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                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         If applicable, the Limitation Year will be a short Limitation Year
         commencing on _________ and ending on ______________. Thereafter, the
         Limitation Year shall end on the date last specified above.

(f)      "Net Profit"

         [X]       (i)     Not applicable (profits will not be required for any
                           contributions to the Plan).

         [ ]       (ii)    As defined in paragraph 1.49 of the Basic Plan
                           Document #01.

         [ ]       (iii)   Shall be defined as:


(g)      "PLAN YEAR" The 12-consecutive month period commencing on JANUARY 1 and
         ending on DECEMBER 31. If applicable, the Plan Year will be a short
         Plan Year commencing on _______ and ending on ________. Thereafter, the
         Plan Year shall end on the date last specified above.

(h)      "QUALIFIED EARLY RETIREMENT AGE" For purposes of making distributions
         under the provisions of a Qualified Domestic Relations Order, the
         Plan's Qualified Early Retirement Age with regard to the Participant
         against whom the order is entered [X] shall [ ] shall not be the date
         the order is determined to be qualified. If "shall" is elected, this
         will only allow payout to the alternate payee(s).

(i)      "QUALIFIED JOINT AND SURVIVOR ANNUITY" The safe-harbor provisions of
         paragraph 8.7 of the Basic Plan Document #01 [X] are [ ] are not
         applicable. If not applicable, the survivor annuity shall be __ % (50%,
         66-2/3%, 75% or 100%) of the annuity payable during the lives of the
         Participant and Spouse. If no answer is specified, 50% will be used.

(j)      "TAXABLE WAGE BASE"

         [ ]      (i)      Not Applicable - Plan is not integrated with Social
                           Security.

         [ ]      (ii)     The maximum earnings considered wages for such Plan
                           Year under Code Section 3121(a).

         [ ]      (iii)    __% (not more than 100%) of the amount considered
                           wages for such Plan Year under Code Section 3121(a).

         [ ]      (iv)     $_____, provided that such amount is not in excess of
                           the amount determined under paragraph 3(j)(ii) above.

         [ ]      (v)      For the 1989 Plan Year $10,000. For all subsequent
                           Plan Years, 20% of the maximum earnings considered
                           wages for such Plan Year under Code Section 3121(a).

         NOTE:    Using less than the maximum at (ii) may result in a change in
                  the allocation formula in Section 7.

(k)      "VALUATION DATE(S)" Participant Accounts will be adjusted daily to
         reflect all allocations at Article V of the Basic Plan Document.

(1)      "YEAR OF SERVICE"


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                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                              SHARING, PLAN #002

                (i)     For Eligibility Purposes: The 12-consecutive month
                        period during which an Employee is credited with 1 (not
                        more than 1,000) Hours of Service.

                (ii)    For Allocation Accrual Purposes: The 12-consecutive
                        month period during which an Employee is credited with 1
                        (not more than 1,000) Hours of Service.

                (iii)   For Vesting Purposes: The 12-consecutive month period
                        during which an Employee is credited with 1000 (not more
                        than 1,000) Hours of Service.

4.      ELIGIBILITY REQUIREMENTS

        (a)     SERVICE:

                [X]     (i)     The Plan shall have no service requirement.

                [ ]     (ii)    The Plan shall cover only Employees having
                                completed at least _ [not more than three (3)]
                                Years of Service. If more than one (1) is
                                specified, for Plan Years beginning in 1989 and
                                later, the answer will be deemed to be one (1).

                NOTE:   If the eligibility period selected is less than one
                        year, an Employee will not be required to complete any
                        specified number of Hours of Service to receive credit
                        for such period.

(b)      AGE:

                [ ]     (i)      The Plan shall have no minimum age requirement.

                [ ]     (ii)     The Plan shall cover only Employees having
                                 attained age___ (not more than age 21).

(c)      CLASSIFICATION:

         The Plan shall cover all Employees who have met the age and service
         requirements with the following exceptions:

         [ ]    (i)     No exceptions.

         [X]    (ii)    The Plan shall exclude Employees included in a unit of
                        Employees covered by a collective bargaining agreement
                        between the Employer and Employee Representatives, if
                        retirement benefits were the subject of good faith
                        bargaining. For this purpose, the term "Employee
                        Representative" does not include any organization more
                        than half of whose members are Employees who are owners,
                        officers, or executives of the Employer.

         [X]    (iii)   The Plan shall exclude Employees who are nonresident
                        aliens and who receive no earned income from the
                        Employer which constitutes income from sources within
                        the United States.

         [ ]    (iv)    The Plan shall exclude from participation any
                        nondiscriminatory classification of Employees determined
                        as follows:

(d)      EMPLOYEES ON EFFECTIVE DATE:


                                       5
<PAGE>   6
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  [X]   (i)      Not Applicable. All Employees will be required
                                 to satisfy both the age and Service
                                 requirements specified above.

                  [ ]   (ii)     Employees employed on the Plan's Effective Date
                                 do not have to satisfy the Service requirements
                                 specified above.

                  [ ]   (iii)    Employees employed on the Plan's Effective Date
                                 do not have to satisfy the age requirements
                                 specified above.

5.       RETIREMENT AGES

         (a)      NORMAL RETIREMENT AGE:

                  If the Employer imposes a requirement that Employees retire
                  upon reaching a specified age, the Normal Retirement Age
                  selected below may not exceed the Employer imposed mandatory
                  retirement age.

                  [ ]   (i)      Normal Retirement Age shall be ___ (not to
                                 exceed age 65).

                  [X]   (ii)     Normal Retirement Age shall be the later of
                                 attaining age 65 (not to exceed age 65) or the
                                 5 (not to exceed the 5th) anniversary of the
                                 first day of the first Plan Year in which the
                                 Participant commenced participation in the
                                 Plan.

         (b)      EARLY RETIREMENT AGE:

                  [X]   (i)      Not Applicable.

                  [ ]   (ii)     The Plan shall have an Early Retirement Age of
                                 __ (not less than 55) and completion of Years
                                 of Service.

6.       EMPLOYEE CONTRIBUTIONS

         [X]      (a)   Participants shall be permitted to make Elective
                        Deferrals in any amount from 1% up to 15% of their
                        Compensation.

         [ ]      (b)   Participants shall be permitted to make after tax
                        Voluntary Contributions in any amount from __% up to __%
                        of their Compensation

         [ ]      (c)   Participants shall be required to make after tax
                        Voluntary Contributions as follows (Thrift Savings
                        Plan):

                        [ ]   (i)      __% of Compensation.

                        [ ]   (ii)     A percentage determined by the Employee
                                       on his or her enrollment form.

                  (d)   Participants shall be permitted to amend their deferral
                        agreements to change the contribution percentage:

                        [ ]   (i)      On the first day of the next quarter.

                        [ ]   (ii)     Upon 30 days notice to the Employer.


                                        6
<PAGE>   7
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  (e)   Participants [ ] may [X] may not have Elective Deferrals
                        recharacterized as Voluntary Contributions to satisfy
                        the Average Deferral Percentage Test.

7.       EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF-

         NOTE:    The Employer shall make contributions to the Plan in
                  accordance with the formula or formulas selected below. The
                  Employer's contribution shall be subject to the limitations
                  contained in Articles III and X. For this purpose, a
                  contribution for a Plan Year shall be limited for the
                  Limitation Year which ends with or within such Plan Year.
                  Also, the integrated allocation formulas below are for Plan
                  Years beginning in 1989 and later. The Employer's allocation
                  for earlier years shall be as specified in its Plan prior to
                  amendment for the Tax Reform Act of 1986.

         (a)      Profits Requirement:

                  (i)      Current or Accumulated Net Profits are required for:

<TABLE>
                           Yes     No
                           ---     ---
<S>                        <C>     <C>     <C>     <C>
                           [ ]     [X]     (A)     Matching Contributions.
                           [ ]     [X]     (B)     Qualified Non-Elective Contributions.
                           [ ]     [X]     (C)     discretionary contributions.
</TABLE>

         NOTE.    Elective Deferrals can always be contributed regardless of
                  profits.

[X]      (b)      SALARY SAVINGS AGREEMENT:

                  The Employer shall contribute and allocate to each
                  Participant's account an amount equal to the amount withheld
                  from the Compensation of such Participant pursuant to his or
                  her Salary Savings Agreement. If applicable, the maximum
                  percentage is specified in Section 6 above. An Employee who
                  has terminated his or her election under the Salary Savings
                  Agreement other than for hardship reasons may not make another
                  Elective Deferral:

                  [ ]    (i)    until the first day of the next Plan Year.

                  [ ]    (ii)   for a period of month(s) (not to exceed 12
                                months).

[X]      (c)      MATCHING EMPLOYER CONTRIBUTION [SEE PARAGRAPHS (h) and (i)]:

                  [ ]    (i)    PERCENTAGE MATCH: The Employer shall contribute
                                and allocate to each eligible Participant's
                                account an amount equal to     % of the amount
                                contributed and allocated in accordance with
                                paragraph 7(b) above and (if checked)    % of
                                [ ] the amount of Voluntary Contributions made
                                in accordance with paragraph 4.1 of the Basic
                                Plan Document #01. The Employer shall not match
                                Participant Elective Deferrals as provided above
                                in excess of $     or in excess of    % of the
                                Participant's Compensation or if applicable,
                                Voluntary Contributions in excess of $      or
                                in excess of     % of the Participant's
                                Compensation. In no event will the match on both
                                Elective Deferrals and Voluntary Contributions
                                exceed a combined amount of $      or      %.


                                        7
<PAGE>   8
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  [X]    (ii)   DISCRETIONARY MATCH: The Employer shall
                                contribute and allocate to each eligible
                                Participant's account a percentage of the
                                Participant's Elective Deferral contributed and
                                allocated in accordance with paragraph 7(b)
                                above. The Employer shall set such percentage
                                prior to the end of' the Plan Year. The Employer
                                shall not match Participant Elective Deferrals
                                in excess of' S or in excess of % of the
                                Participant's Compensation.

                  [ ]    (iii)  TIERED MATCH: The Employer shall contribute and
                                allocate to each Participant's account an amount
                                equal to ____% of the first ____% of the
                                Participant's Compensation, to the extent
                                deferred.

                                ____% of the next ____% of the Participant's
                                Compensation, to the extent deferred.

                                ____% of the next ____% of the Participant's
                                Compensation, to the extent deferred.

         NOTE:    Percentages specified in (iii) above may not increase as the
                  percentage of Participant's contribution increases.

                  [ ]    (iv)   FLAT DOLLAR MATCH: The Employer shall contribute
                                and allocate to each Participant's account
                                $______ if the Participant defers at least 1% of
                                Compensation.

                  [ ]    (v)    PERCENTAGE OF COMPENSATION MATCH: The Employer
                                shall contribute and allocate to each
                                Participant's account ____% of Compensation if
                                the Participant defers at least 1% of
                                Compensation.

                  [ ]    (vi)   PROPORTIONATE COMPENSATION MATCH: The Employer
                                shall contribute and allocate to each
                                Participant who defers at least 1% of
                                Compensation. an amount determined by
                                multiplying such Employer Matching Contribution
                                by a fraction the numerator of which is the
                                Participant's Compensation and the denominator
                                of which is the Compensation of all Participants
                                eligible to receive such an allocation. The
                                Employer shall set such discretionary
                                contribution prior to the end of the Plan Year.

                  [X]    (vii)  QUALIFIED MATCH: Employer Matching Contributions
                                will be treated as Qualified Matching
                                Contributions to the extent specified below:

                                    [ ] (A) All Matching Contributions.

                                    [X] (B) None.

                                    [ ] (C) __% of the Employer's Matching
                                            Contribution.

                                    [ ] (D) Up to __% of each Participant's
                                            Compensation.

                                    [ ] (E) The amount necessary to meet the [ ]
                                            Average Deferral Percentage (ADP)
                                            Test, [ ] Average Contribution
                                            Percentage (ACP) Test, [ ] Both the
                                            ADP and ACP Tests.


                                        8
<PAGE>   9
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                                           Qualified Matching Contributions are
                                           fully vested and are subject to
                                           withdrawal restrictions prior to the
                                           earlier of age 59 1/2 or separation
                                           from employment.

                           (viii)   MATCHING CONTRIBUTION COMPUTATION PERIOD:
                                    The time period upon which matching
                                    contributions will be based shall be

                                    [ ]    (A)     weekly
                                    [ ]    (B)     bi-weekly
                                    [ ]    (C)     semi-monthly
                                    [ ]    (D)     monthly
                                    [X]    (E)     quarterly
                                    [ ]    (F)     semi-annually
                                    [ ]    (G)     annually

                           (ix)     ELIGIBILITY FOR MATCH: Employer Matching
                                    Contributions, whether or not Qualified,
                                    will only be made on Employee Contributions
                                    not withdrawn prior to the end of the [X]
                                    Matching Contribution Computation Period
                                    Plan Year.

[X]      (d)      QUALIFIED NON-ELECTIVE EMPLOYER CONTRIBUTION - [See paragraphs
                  (h) and (i)] These contributions are fully vested when
                  contributed.

                  The Employer shall have the right to make an additional
                  discretionary contribution which shall I be allocated to each
                  eligible Employee in proportion to his or her Compensation as
                  a percentage of the Compensation of all eligible Employees.
                  This part of the Employer's contribution and the allocation
                  thereof shall be unrelated to any Employee contributions made
                  hereunder. Qualified non-Elective Contributions shall be taken
                  into account to the extent necessary to satisfy the ADP or ACP
                  test requirements. Qualified non-Elective Contributions will
                  be allocated to:

                  [ ]      (i)      All Employees eligible to participate.

                  [X]      (ii)     Only non-Highly Compensated Employees
                                    eligible to participate.

[X]      (E)      ADDITIONAL EMPLOYER CONTRIBUTION OTHER THAN QUALIFIED
                  NON-ELECTIVE CONTRIBUTIONS - NON-INTEGRATED [SEE PARAGRAPHS
                  (h) AND (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution which shall be allocated to each
                  eligible Employee in proportion to his or her Compensation as
                  a percentage of the Compensation of all eligible Employees.
                  'This part of the Employer's contribution and the allocation
                  thereof shall be unrelated to any Employee contributions made
                  hereunder.

[ ]      (f)      ADDITIONAL EMPLOYER CONTRIBUTION - INTEGRATED ALLOCATION
                  FORMULA [SEE PARAGRAPHS (h) AND (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution. The Employer's contribution for
                  the Plan Year plus any forfeitures shall be allocated to the
                  accounts of eligible Participants as follows:


                                        9
<PAGE>   10
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002


                  (i)      First, to the extent contributions and forfeitures
                           are sufficient, all Participants will receive an
                           allocation equal to 3% of their Compensation.

                  (ii)     Next, any remaining Employer Contributions and
                           forfeitures will be allocated to Participants who
                           have Compensation in excess of the Taxable Wage Base
                           (excess Compensation). Each such Participant will
                           receive an allocation in the ratio that his or her
                           excess compensation bears to the excess Compensation
                           of all Participants. Participants may only receive an
                           allocation of 3% of excess Compensation.

                  (iii)    Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants in
                           the ratio that their Compensation plus excess
                           Compensation bears to the total Compensation plus
                           excess Compensation of all Participants. Participants
                           may only receive an allocation of up to 2.7% of their
                           Compensation plus excess Compensation, under this
                           allocation method. If the Taxable Wage Base defined
                           at Section 3(j) is less than or equal to the greater
                           of $10,000 or 20% of the maximum, the 2.7% need not
                           be reduced. If the amount specified is greater than
                           the greater of $10,000 or 20% of the maximum Taxable
                           Wage Base, but not more than 80%, 2.7% must be
                           reduced to 1.3%. If the amount specified is greater
                           than 80% but less than 100% of the maximum Taxable
                           Wage Base, the 2.7% must be reduced to 2.4%.

                  NOTE:    If the Plan is not Top-Heavy or if the Top-Heavy
                           minimum contribution or benefit is provided under
                           another Plan [see Section 11(c)(ii)] covering the
                           same Employees, sub-paragraphs (i) and (ii) above may
                           be disregarded and 5.7%, 4.3% or 5.4% may be
                           substituted for 2.7%, 1.3% or 2.4% where it appears
                           in (iii) above.

                  (iv)     Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants
                           (whether or not they received an allocation under the
                           preceding paragraphs) in the ratio that each
                           Participant's Compensation bears to all Participants'
                           Compensation.

         [ ] (g)  ADDITIONAL EMPLOYER CONTRIBUTION-ALTERNATIVE INTEGRATED
                  ALLOCATION FORMULA. [SEE PARAGRAPH (h) AND (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution. To the extent that such
                  contributions are sufficient, they shall be allocated as
                  follows:

                  __% of each eligible Participant's Compensation plus __% of
                  Compensation in excess of the Taxable Wage Base defined at
                  Section 3(j) hereof. The percentage on excess compensation may
                  not exceed the lesser of (i) the amount first specified in
                  this paragraph or (ii) the greater of $.7% or the percentage
                  rate of tax under Code Section 3111(a) as in effect on the
                  first day of the Plan Year attributable to the Old Age (OA)
                  portion of the OASDI provisions of the Social Security Act. If
                  the Employer specifies a Taxable Wage Base in Section 3(j)
                  which is lower than the Taxable Wage Base for Social Security
                  purposes (SSTWB) in effect as of the first day of the Plan
                  Year, the percentage contributed with respect to excess
                  Compensation must be adjusted. If the Plan's Taxable Wage Base
                  is greater than the larger of $10,000 or 20% of the SSTWB but
                  not more than 80% of the SSTWB, the excess percentage is 4.3%.
                  If the Plan's Taxable Wage Base is greater than 80% of the
                  SSTWB but less than 100% of the SSTWB, the excess percentage
                  is 5.4%.

         NOTE:    Only one plan maintained by the Employer may be integrated
                  with Social Security.


                                       10
<PAGE>   11
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002


             (h)  ALLOCATION OF EXCESS AMOUNTS (ANNUAL ADDITIONS)

                  Excess Amounts shall be eliminated by first returning Employee
                  after tax contributions, then returning Employee required
                  after tax contributions, and then returning Employee Elective
                  Deferrals. In the case of a Highly Compensated Employee only
                  unmatched Elective Deferrals may be returned. If any excess
                  remains after completing the above refunds the excess will be:

                  [X] (i)   unallocated until the next Limitation Year at which
                            time it will be allocated to the affected
                            Participant.

                  [ ] (ii)  allocated to other eligible Participants in
                            proportion to Compensation.

             (i)  MINIMUM EMPLOYER CONTRIBUTION UNDER TOP-HEAVY PLANS:

                  For any Plan Year during which the Plan is Top-Heavy, the sum
                  of the contributions and forfeitures as allocated to eligible
                  Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of
                  this Adoption Agreement shall not be less than the amount
                  required under paragraph 14.2 of the Basic Plan document #01.
                  Top-Heavy minimums will be allocated to:

                  [ ] (i)   all eligible Participants.

                  [X] (ii)  only eligible non-Key Employees who are
                            Participants.

             (j)  RETURN OF EXCESS CONTRIBUTIONS AND/OR EXCESS AGGREGATE
                  CONTRIBUTIONS:

                  In the event that one or more Highly Compensated Employees is
                  subject to both the ADP and ACP tests and the sum of such
                  tests exceeds the Aggregate Limit, the limit will be satisfied
                  by reducing the:

                  [ ] (i)   the ACP of the affected Highly Compensated
                            Employees.

                  [X] (ii)  a combination of the ADP and ACP of the
                            affected Highly Compensated Employees.

                  [ ] (iii) The ADP of the affected Highly Compensated
                            Employees.

8.          ALLOCATIONS TO TERMINATED EMPLOYEES

            [ ]   (a) The Employer will not allocate Employer related
                      contributions to Employees who terminate during a Plan
                      Year, unless required to satisfy the requirements of Code
                      Section 401(a)(26) and 410(b). (These requirements are
                      effective for 1989 and subsequent Plan Years.)

            [X]   (b) The Employer will allocate Employer matching and other
                      related contributions as indicated below to Employees who
                      terminate during the Plan Year as a result of:

                      Matching     Other
                      --------     -----

                        [X]         [X]    (i)   Retirement.

                        [X]         [X]    (ii)  Disability.

                        [X]         [X]    (iii) Death.

                        [ ]         [ ]    (iv)  Other termination of
                                                 employment provided that the
                                                 Participant has completed a
                                                 Year of Service as defined for
                                                 Allocation Accrual Purposes.

                        [ ]         [ ]    (v)   Other termination of employment
                                                 even though the Participant has
                                                 not completed a Year of
                                                 Service.


                                       11
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                                                               PROTOTYPE CASH OR
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                        [ ]         [ ]    (vi)  Termination of employment (for
                                                 any reason) provided that the
                                                 Participant had completed a
                                                 Year of Service for Allocation
                                                 Accrual Purposes.

9.       ALLOCATION OF FORFEITURES

         NOTE:    Subsections (a), (b) and (c) below apply to forfeitures of
                  amounts other than Excess Aggregate Contributions.

         (a)      ALLOCATION ALTERNATIVES:

                  [ ]      (i)      Not Applicable. All contributions are always
                                    fully vested.

                  [ ]      (ii)     Forfeitures shall be allocated to
                                    Participants in the same manner as the
                                    Employer's contribution.

                                    [1]      Forfeitures attributable to
                                             Employer discretionary
                                             contributions and Top-Heavy
                                             minimums will be allocated to:

                                             [ ] all eligible Participants under
                                                 the Plan.

                                             [ ] only those Participants
                                                 eligible for an allocation of
                                                 matching contributions in the
                                                 current year.

                                    [2]      Forfeitures attributable to
                                             Employer Matching contributions
                                             will be allocated to:

                                             [ ] all eligible Participants.

                                             [ ] only those Participants
                                                 eligible for allocations of
                                                 matching contributions in the
                                                 current year.

                  [X]      (iii)    Forfeitures shall be applied to reduce the
                                    Employer's contribution for such Plan Year.

                  [ ]      (iv)     Forfeitures shall be applied to offset
                                    administrative expenses of the Plan. If
                                    forfeitures exceed these expenses, (iii)
                                    above shall apply.

         (b)      DATE FOR REALLOCATION:

                  Forfeitures shall be reallocated to eligible Employees on the
                  earlier of: (1) the end of the Plan Year during which the
                  Participant receives distribution of his or her benefit, or
                  (ii) the end of the Plan Year during which the Participant
                  incurs five consecutive one year Breaks in Service.

         (c)      RESTORATION OF FORFEITURES:

                  If amounts are forfeited prior to five consecutive 1-year
                  Breaks in Service, the Funds for restoration of account
                  balances will be obtained by means of an additional Employer
                  contribution.

         (d)      FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS SHALL BE:

                  [X]      (i)      Applied to reduce Employer contributions.

                  [ ]      (ii)     Allocated, after all other forfeitures under
                                    the Plan, to the Matching Contribution
                                    account of each non-highly compensated
                                    Participant who made Elective Deferrals or
                                    Voluntary Contributions in the ratio which
                                    each such Participant's Compensation for the
                                    Plan Year bears to the total Compensation of
                                    all Participants for such Plan Year. Such
                                    forfeitures cannot be allocated to the
                                    account of any Highly Compensated Employee.


                                       12
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                                                               PROTOTYPE CASH OR
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                  Forfeitures of Excess Aggregate Contributions will be so
                  applied at the end of the Plan Year in which they occur.

10.      CASH OPTION

         [ ]      (a)      The Employer may permit a Participant to elect to
                           defer to the Plan, an amount not to exceed __% of any
                           Employer paid cash bonus made for such Participant
                           for any year. A Participant must file an election to
                           defer such contribution at least fifteen (15) days
                           prior to the end of the Plan Year. If the Employee
                           fails to make such an election, the entire Employer
                           paid cash bonus to which the Participant would be
                           entitled shall be paid as cash and not to the Plan.
                           Amounts deferred under this section shall be treated
                           for all purposes as Elective Deferrals.
                           Notwithstanding the above, the election to defer must
                           be made before the bonus is made available to the
                           Participant.

         [X]      (b)      Not Applicable.

11.      LIMITATIONS ON ALLOCATIONS AND TOP HEAVY PROVISIONS

         [X]      This is the only Plan the Employer maintains or ever
                  maintained, therefore, this section is not applicable.

         [ ]      ANNUAL ADDITIONS - The Employer does maintain or has
                  maintained another Plan (including a Welfare Benefit Fund or
                  an individual medical account (as defined in Code Section
                  415(l)(2)), under which amounts are treated as Annual
                  Additions) and has completed the proper sections below.

                  Complete (a), (b) and (c) only if the Employer maintains or
                  ever maintained another qualified plan, including a Welfare
                  Benefit Fund or an individual medical account [as defined in
                  Code Section 415(l)(2)] in which any Participant in this Plan
                  is (or was) a participant or could possibly become a
                  participant.

         (a)      If the Participant is covered under another qualified Defined
                  Contribution Plan maintained by the Employer, other than a
                  Master or Prototype Plan:

                  [ ]      (i)      the provisions of Article X of the Basic
                                    Plan Document #01 will apply, as if the
                                    other plan were a Master or Prototype Plan.

                  [ ]      (ii)     Attach provisions stating the method under
                                    which the plans will limit total Annual
                                    Additions to the Maximum Permissible Amount,
                                    and will properly reduce any Excess Amounts,
                                    in a manner that precludes Employer
                                    discretion.

         (b)      If a Participant is or ever has been a participant in a
                  Defined Benefit Plan maintained by the Employer:

                           Attach provisions which will satisfy the 1.0
                           limitation of Code Section 415(e). Such language must
                           preclude Employer discretion. The Employer must also
                           specify the interest and mortality assumptions used
                           in determining Present Value in the Defined Benefit
                           Plan.


                                       13
<PAGE>   14
                                                               PROTOTYPE CASH OR
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         (c)      TOP HEAVY CONTRIBUTION - The minimum contribution or benefit
                  required under Code Section 416 relating to Top-Heavy Plans
                  shall be satisfied by:

                  [ ]      (i)      this Plan.

                  [ ]      (ii)     ____________________________________________
                                    (Name of other qualified plan of the
                                    Employer).

                  [ ]      (iii)    Attach provisions stating the method under
                                    which the minimum contribution and benefit
                                    provisions of Code Section 416 will be
                                    satisfied. If a Defined Benefit Plan is or
                                    was maintained, an attachment must be
                                    provided showing interest and mortality
                                    assumptions used in the Top-Heavy Ratio.

12.      VESTING

         Employees shall have a fully vested and nonforfeitable interest in any
         Employer contribution and the investment earnings thereon made in
         accordance with paragraphs (select one or more options) [ ] 7(c), [ ]
         7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under
         paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or
         more of the foregoing options are not selected, such Employer
         contributions shall be subject to the vesting table selected by the
         Employer.

         Each Participant shall acquire a vested and nonforfeitable percentage
         in his or her account balance attributable to Employer contributions
         and the earnings thereon under the procedures selected below except
         with respect to any Plan Year during which the Plan is Top-Heavy, in
         which case the Two-twenty vesting schedule [Option (b)(iv)] shall
         automatically apply unless the Employer has already elected a faster
         vesting schedule. If the Plan is switched to option (b)(iv), because of
         its Top-Heavy status, that vesting schedule will remain in effect even
         if the Plan later becomes non-Top-Heavy until the Employer executes an
         amendment of this Adoption Agreement indicating otherwise.

         (a)      COMPUTATION PERIOD:

                  The computation period for purposes of determining Years of
                  Service and Breaks in Service for purposes of computing a
                  Participant's nonforfeitable right to his or her account
                  balance derived from Employer contributions:

                  [ ]  (i)   shall not be applicable since Participants are
                             always fully vested,

                  [ ]  (ii)  shall commence on the date on which an
                             Employee first performs an Hour of Service for the
                             Employer and each subsequent 12-consecutive month
                             period shall commence on the anniversary thereof,
                             or

                  [X]  (iii) shall commence on the first day of the Plan
                             Year during which an Employee first performs an
                             Hour of Service for the Employer and each
                             subsequent 12-consecutive month period shall
                             commence on the anniversary thereof.

         A Participant shall receive credit for a Year of Service if he or she
         completes at least 1,000 Hours of Service [or if lesser, the number of
         hours specified at 3(l)(iii) of this Adoption Agreement] at any time
         during the 12-consecutive month computation period. Consequently, a
         Year of Service may be earned prior to the end of the 12-consecutive
         month computation period and the Participant need not be employed at
         the end of the 12-consecutive month computation period to receive
         credit for a Year of Service.


                                       14
<PAGE>   15
                                                               PROTOTYPE CASH OR
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         (b)      VESTING SCHEDULES:

         NOTE:    The vesting schedules below only apply to a Participant who
                  has at least one Hour of Service during or after the 1989 Plan
                  Year. If applicable, Participants who separated from Service
                  prior to the 1989 Plan Year will remain under the vesting
                  schedule as in effect in the Plan prior to amendment for the
                  Tax Reform Act of 1986.

                  (i)      Full and immediate vesting.

<TABLE>
<CAPTION>
                                            Years of Service
                                            ----------------
                         1       2        3         4       5        6        7
                        ---     ----     ----      ---     ----     ----     ----
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>
         (ii)          ___%     100%
         (iii)         ___%     ___%     100%
         (iv)            0%      20%      40%      60%      80%     100%
         (v)           ___%     ___%      20%      40%      60%      80%     100%
         (vi)           10%      20%      30%      40%      60%      80%     100%
         (vii)         ___%     ___%     ___%     ___%     100%
         (viii)        ___%     ___%     ___%     ___%     ___%     ___%     100%
</TABLE>

         NOTE:    The percentages selected for schedule (viii) may not be less
                  for any year than the percentages shown at schedule (v).

                  [X]      All contributions other than those which are fully
                           vested when contributed will vest under schedule iv
                           above.

                  [ ]      Contributions other than those which are fully vested
                           when contributed will vest as provided below:

<TABLE>
<CAPTION>
                      Vesting
                  Option Selected     Type Of Employer Contribution
                  ---------------     -----------------------------
<S>                                   <C>
                                      7(c) Employer Match on Salary Savings
                  ---------
                                      7(c) Employer Match on
                                              Employee Voluntary
                  ---------
                                      7(e) Employer Discretionary
                  ---------
                                      7(f) & (g) Employer Discretionary-Integrated
                  ---------
</TABLE>


                                       15
<PAGE>   16

                                                               PROTOTYPE CASH OR
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                                                               SHARING PLAN #002

     (c)  SERVICE DISREGARDED FOR VESTING:

          [ ]   (i) Not Applicable. All Service shall be considered.

          [ ]  (ii) Service prior to the Effective Date of this Plan or a
                    predecessor plan shall be disregarded when computing a
                    Participant's vested and nonforfeitable interest.

          [X] (iii) Service prior to a Participant having attained age 18 shall
                    be disregarded when computing a Participant's vested and
                    nonforfeitable interest.

13. SERVICE WITH PREDECESSOR ORGANIZATION

    For purposes of satisfying the Service requirements for eligibility, Hours
    of Service shall include Service with the following predecessor
    organization(s):

    (These hours will also be used for vesting purposes.)

    N/A

14. ROLLOVER/TRANSFER CONTRIBUTIONS

     (a)  Rollover Contributions, as described at paragraph 4.3 of the Basic
          Plan Document #01, [X] shall [ ] shall not be permitted. If
          permitted, Employees [X] may [ ] may not make Rollover Contributions
          prior to meeting the eligibility requirements for participation in the
          Plan.

     (b)  Transfer Contributions, as described at paragraph 4.4 of the Basic
          Plan Document #01 [ ] shall [X] shall not be permitted. If permitted,
          Employees [ ] may [ ] may not make Transfer Contributions prior to
          meeting the eligibility requirements for participation in the Plan.

     NOTE:Even if available, the Employer may refuse to accept such
          contributions if its Plan meets the safe-harbor rules of
          paragraph 8.7 of the Basic Plan Document #01.

15. HARDSHIP WITHDRAWALS

    Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
    Document #01, [X] are [ ] are not permitted.

16. PARTICIPANT LOANS

    Participant loans, as provided for in paragraph 13.5 of the Basic Plan
    Document #01, [X] are [ ] are not permitted. If permitted, repayments of
    principal and interest shall be repaid to [X] the Participant's segregated
    account or [ ] the general Fund.

17. EMPLOYER INVESTMENT DIRECTION

    The Employer investment direction provisions, as set forth in paragraph 13.7
    of the Basic Plan Document #01, [ ] shall [X] shall not be applicable.


                                       16
<PAGE>   17
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

18.  EMPLOYEE INVESTMENT DIRECTION

     Participants may direct the investment of Contributions specified below
     among funds offered by the Sponsor in accordance with paragraph 13.8 of the
     Basic Plan Document #01.

     [X]  Employee related contributions.

     [X]  Employer matching contributions.

     [X]  Employer discretionary contributions.



19.  EARLY PAYMENT OPTION

     (a)  A Participant who separates from Service prior to retirement, death or
          Disability [X] may [ ] may not make application to the Employer
          requesting an early payment of his or her vested account balance.

     (b)  A Participant who has attained age 59-1/2 and who has not separated
          from Service [X] may [ ] may not obtain a distribution of his or her
          vested Employer contributions. Distribution can only be made if the
          Participant is 100% vested.

     (c)  A Participant who has attained the Plan's Normal Retirement Age and
          who has not separated from Service [X] may [ ] may not receive a
          distribution of his or her vested account balance.

     NOTE:If the Participant has had the right to withdraw his or her account
          balance in the past, this right may not be taken away.
          Notwithstanding the above, to the contrary, required minimum
          distributions will be paid. For timing of distributions, see item
          21(a) below.


20.  DISTRIBUTION OPTIONS

     (a)  TIMING OF DISTRIBUTIONS:

          [ ] (i)   As soon as administratively feasible following the close of
                    the Plan Year during which a distribution is requested or is
                    otherwise payable.

          [X] (ii)  As soon as administratively feasible, following the date on
                    which a distribution is requested or is otherwise payable.

          [ ] (iii) As soon as administratively feasible, after the close of the
                    Plan Year during which the Participant incurs ____
                    consecutive one-year Breaks in Service.

          [ ] (iv)  Only after the Participant has achieved the Plan's Normal
                    Retirement Age, or Early Retirement Age, if applicable.


     (b)  OPTIONAL FORMS OF PAYMENT:

          [X]  (i)  Lump Sum.
          [ ] (ii)  Installment Payments.
          [ ](iii)  If applicable, other form(s) as previously offered

     (c)  RECALCULATION OF  LIFE EXPECTANCY:


                                       17
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                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002


          In determining required distributions under the Plan, Participants
          and/or their Spouse (Surviving Spouse) [X] shall [ ] shall not have
          the right to have their life expectancy recalculated annually. If life
          expectancy is recalculated, it will follow the Employer's
          administrative policy.

21.  SPONSOR CONTACT

     Employers should direct questions concerning the language contained in and
     qualification of the Prototype to:

     THE CASE MANAGER ASSIGNED TO YOUR PLAN

     1-800-338-4015

     In the event that the Sponsor amends, discontinues or abandons this
     Prototype Plan, notification will be provided to the Employer's address
     provided on the first page of this Agreement.


                                       18
<PAGE>   19
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

22.  SIGNATURES:

     THE SPONSOR RECOMMENDS THAT YOU CONTACT YOUR ATTORNEY OR TAX ADVISOR PRIOR
     TO EXECUTING THIS ADOPTION AGREEMENT.

(a)  EMPLOYER:

     Name and address of Employer if different than specified in Section I
     above.

     This agreement and the corresponding provisions of the Plan and Trust
     Account Basic Plan Document #01 were adopted by the Employer the ____ day
     of _____________, 19___.

     Signed for the Employer by:   BRUCE WHITE
     Title:                        DIRECTOR, CONTRACTS & ADMINISTRATION
     Signature:                    _________________________________________

     THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE THE ADOPTION
     AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS PLAN.

     Employer's Reliance: The adopting Employer may not rely on an opinion
     letter issued by the National Office of the Internal Revenue Service as
     evidence that the Plan is qualified under Code Section 401. In order to
     obtain reliance with respect to Plan qualification, the Employer must apply
     to the appropriate Key District Office for a determination letter.

     This Adoption Agreement can only be used in conjunction with Basic Plan
     Document #01.


                                       19
<PAGE>   20
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

[X]  (b) TRUSTEE


     Name of Trustee:

     NORWEST BANKS OF COLORADO, INC.

     The assets of the Fund shall be invested in accordance with paragraph 13.3
     of the Basic Plan Document #01 as a Trust. As such, the Employer's Plan as
     contained herein was accepted by the Trustee the______ day of_____________,
     19___.

     Signed for the Trustee by: MS. PENNY CONYERS

     Title:                     TRUST OFFICER

     Signature:                 ____________________________________________

     (c) SPONSOR:

     The Employer's Agreement and the corresponding provisions of the Plan and
     Trust Account Basic Plan Document #01 were accepted by the Sponsor the 20th
     day of October, 1999.

     Signed for the Sponsor by: MARK R. HACKL

     Title:                     VICE PRESIDENT

     Signature:                 /s/ MARK R. HACKL
                                ___________________________________________


                                       20

<PAGE>   21
                 TELECOMMUNICATION SYSTEMS, INC. 401(k) & PROFIT

                                  SHARING PLAN

                            SUMMARY PLAN DESCRIPTION



                                JANUARY 1, 1999
<PAGE>   22
                            SUMMARY PLAN DESCRIPTION

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
I        INTRODUCTION

II       PLAN DATA
         Agent For Service Of Legal Process
         Effective Date
         Employer
         Plan Administrator
         Plan Year
         Trustee
         Type Of Administration

III      DEFINITIONS
         Break In Service
         Compensation
         Disability
         Effective Date
         Elective Deferral
         Entry Date
         Family Member
         Highly Compensated Employee
         Hour Of Service
         Maternity/Paternity Leave
         Normal Retirement Age
         Spouse
         Year Of Service

IV       ELIGIBILITY REQUIREMENTS AND PARTICIPATION

V        EMPLOYEE CONTRIBUTIONS
         Elective Deferrals
         Rollover And Transfer Contributions

VI       EMPLOYER CONTRIBUTIONS
         Contribution Formula
         Eligibility For Allocation

VII      GOVERNMENT REGULATIONS


VIII     PARTICIPANT ACCOUNTS


IX       VESTING
<PAGE>   23
         Determining Vested Benefit
         Payment Of Vested Benefit
         Loss Of Benefits
         Reallocation of Forfeiture
         Reemployment

X        TOP-HEAVY RULES

XI       RETIREMENT BENEFITS AND DISTRIBUTIONS
         Retirement Benefits
         Distributions During Employment
         Hardship Withdrawals
         Beneficiary
         Death Benefits
         Form Of Payment
         Rollover of Payment
         Time Of Payment

XII      INVESTMENTS
         Trust Fund
         Investment Responsibility
         Employee Investment Direction
         Participant Loans

XIII     ADMINISTRATION
         Plan Administrator
         Trustee

XIV      AMENDMENT AND TERMINATION

XV       LEGAL PROVISIONS
         Rights Of Participants
         Fiduciary Responsibility
         Employment Rights
         Benefit Insurance
         Claims Procedure
         Assignment
<PAGE>   24
I        INTRODUCTION

         Your Employer has established a retirement plan to help supplement your
         retirement income. Under the program, the Employer makes contributions
         to a Trust Fund which will pay you a benefit at retirement. Details
         about how the Plan works are contained in this summary. While the
         summary describes the principal provisions of the Plan, it does not
         include every limitation or detail. If there is a discrepancy between
         this booklet and the official Plan document, the Plan document shall
         govern. You may obtain a copy of the Plan document from the Plan
         Administrator. The Plan Administrator may charge a reasonable fee for
         providing you with the copy.

II       PLAN DATA

         A.       AGENT FOR SERVICE OF LEGAL PROCESS: The Employer or Trustee.

         B.       EFFECTIVE DATE: The Effective Date of the original Plan was
                                  January 1, 1991; the Effective Date of the
                                  amended Plan is January 1, 1999.

         C.       EMPLOYER:       TeleCommunication Systems, Inc.
                  Address:        275 West Street Suite 400
                                  Annapolis, MD 21401
                  Telephone No.:  (410) 280-1281
                  Tax I. D. No.:  52-1526369
                  Plan No.:       001

         D.       PLAN ADMINISTRATOR: The Employer has been designated to serve
                  as Plan Administrator.

         E.       PLAN YEAR: The 12-month period beginning on January 1 and
                  ending on December 31.

         F.       TRUSTEE(S): Norwest Banks of Colorado, Inc.
                  Address: 1740 Broadway,
                  Denver, CO 80274-8697
                  Telephone No.: (303) 863-4675

         G.       TYPE OF ADMINISTRATION: Trust Fund

III      DEFINITIONS

         A.       BREAK IN SERVICE. A Plan Year during which you are not
                  credited with or are not paid for more than 500 hours. If you
                  go into the military service of the United States, you are not
                  considered terminated as long as you return to work within the
                  time required by law. If you separate from employment and
                  incur a Break in Service, all contributions to your various
                  accounts are suspended. [See special rules relating to
                  maternity and paternity leave below. Also, see Section VI(B)
                  to determine your eligibility to share in the

                                       1
<PAGE>   25
                  Employer's Contribution if you separate from employment, but
                  do not incur a Break In Service.] If a Break in Service occurs
                  and you return to full time employment with the Employer, your
                  rights are explained in the section entitled "Vesting".

         B.       COMPENSATION. Your total salary, pay, or earned income from
                  the Employer, as reflected on tax Form W-2, which is subject
                  to withholding when earned. Compensation will include amounts
                  received by you during the Plan Year and earned while a
                  Participant. Compensation shall be limited to $200,000 as
                  adjusted for inflation. For Plan Years beginning in 1994,
                  Compensation shall be limited to $150,000 as adjusted for
                  inflation.

                  Compensation shall include amounts deferred under 401(k) plans
                  and Section 125 cafeteria plans.

         C.       DISABILITY. A potentially permanent illness or Injury, as
                  certified to by a physician who is approved by the Employer,
                  which prevents you] from engaging in work for which you are
                  qualified for a period of at least 12 months.

         D.       EFFECTIVE DATE. The date on which the Plan starts or an
                  amendment is effective.

         E.       ELECTIVE DEFERRAL. Employer contributions made to the Plan at
                  your election, instead of being given to you in cash as part
                  of your salary. You can elect to defer a portion of your
                  salary, instead of receiving it in cash, and your Employer
                  will contribute it to the Plan on your behalf.

         F.       ENTRY DATE. The date on which you enter the Plan. Your Entry
                  Date WILL be immediately after you meet the eligibility
                  requirements.

         G.       FAMILY MEMBER. The Spouse or lineal ascendant or descendant
                  (or Spouse thereof) of either a more than 5% owner of the
                  Employer or one of the ten highest compensated Highly
                  Compensated Employees of the Employer.

         H.       HIGHLY COMPENSATED EMPLOYEE. Any Employee who during the
                  current or prior Plan Year (1) was a more than 5% owner, (2)
                  received more than $75,000 in Compensation as adjusted for
                  inflation (3) received more than $50,000 in Compensation as
                  adjusted for inflation and was in the top 20% of Employees
                  when ranked by Compensation, or (4) was an officer receiving
                  more than $45,000 in Compensation as adjusted for inflation.
                  Family Members of any 5% owner, or Highly Compensated Employee
                  in the group of the ten Employees with the greatest
                  Compensation, will be combined as if they were one person for
                  purposes of Compensation and contributions. If you are not
                  currently or never

                                        2
<PAGE>   26
                  were Highly Compensated, or a Family Member of a Highly
                  Compensated Employee, you are a Non-highly Compensated
                  Employee.

         I.       Hour Of Service. You will receive credit for each hour you are
                  (1) paid for being on your job, (2) paid even if you are not
                  at work (vacation, sickness. leave of absence, or disability),
                  or (3) paid for back pay if hours were not already counted. A
                  maximum of 501 hours will be credited in any year for periods
                  during which you are not at work but are paid. Hours of
                  Service will be calculated based on actual hours you are
                  entitled to payment. Your Flours of Service with N/A are
                  included for eligibility and vesting in this Plan.

         J.       MATERNITY/PATERNITY LEAVE. You may be eligible for additional
                  Hours of Service if you leave employment, even if temporarily,
                  due to childbirth or adoption. If this is the case, you will
                  be credited with enough hours (up to 501 ) of service to
                  prevent a Break in Service, either in the year you leave
                  employment or the following year. For example, if you have
                  750 Hours of Service in the year that your child is born, you
                  would not get any more hours credited for that Plan Year
                  since you do not have a Break in Service. Therefore, if you do
                  not return to employment the following year, you will get 501
                  Hours of Service so you will not have a Break in Service in
                  that year. Alternatively, if you do return the following
                  year, but work only 300 hours, you will receive an additional
                  201 hours in order to prevent a break. These Hours of Service
                  for maternity or paternity leave must all be used in one Plan
                  Year. They are used only to prevent a Break in Service and not
                  for calculating your Years of Service for eligibility, vesting
                  or benefits.

         K.       NORMAL RETIREMENT AGE. The attainment of age 65, or, if later,
                  the 5 anniversary of the first day of the Plan Year during
                  which you entered the Plan.

         L.       SPOUSE. The person to whom you are or were legally married, or
                  your common law Spouse if common law marriage is recognized by
                  the state in which you live. In order for your Spouse to
                  receive a benefit under this Plan, he or she may not
                  predecease you. A former Spouse may be treated as a "Spouse"
                  under this definition if recognized as such under a Qualified
                  Domestic Relations Order as explained at Section XV(F) of this
                  Summary Plan Description.

                                       3
<PAGE>   27
         M.       YEAR OF SERVICE.

                  ELIGIBILITY

                  For purposes of determining your eligibility to participate in
                  the Plan, a Year of Service is a 12-consecutive month period
                  beginning on your date of hire during which you are credited
                  with at least 1 Hours of Service.

                  CONTRIBUTION

                  For purposes of determining whether or not you are entitled to
                  have a contribution allocated to your account, a Year of
                  Service is a 12-consecutive month period, which is the same as
                  the Plan Year. For Employer Matching Contributions you must be
                  credited with at least 1 Hours of Service in the Plan Year.
                  For Employer Contributions other than Matching Contributions
                  you must be credited with at least 1 Hours of Service in the
                  Plan Year.

                  VESTING

                  For purposes of determining the extent to which you are vested
                  in your account balance, a Year of Service is a 12-consecutive
                  month period, which is the same as the Plan Year, during which
                  you are credited with 1000 Hours of Service.

IV       ELIGIBILITY REQUIREMENTS AND PARTICIPATION

         For Elective Deferrals there is no eligibility requirement. For all
         other contributions, you must satisfy the age and Service requirement
         for each contribution listed below.

<TABLE>
<CAPTION>
                   Type of Contribution           Service               Age
                   --------------------           -------               ---
<S>                                               <C>                   <C>
                    Profit-Sharing                 1 Year               21
</TABLE>

         The Plan will not cover Employees covered by a collective bargaining
         agreement as well as Employees who are non-resident aliens who receive
         no U.S. earned income from the Employer. Your participation in the Plan
         will begin on the Entry Date defined at Section III.

V        EMPLOYEE CONTRIBUTIONS

         A.       ELECTIVE DEFERRALS

                  You, as an eligible Employee, may authorize the Employer to
                  withhold from 1% up to 15% of your Compensation, not to exceed
                  $10,000 as adjusted for inflation, and to deposit such amount
                  in the Plan fund. If you participate in a similar plan of an
                  unrelated

                                        4
<PAGE>   28
                  employer and your Elective Deferrals under this Plan and the
                  other plan exceed the $10,000 limit, for a given year you
                  must designate one of the Plans as receiving an excess amount.
                  If you choose this Plan as the one receiving the excess, you
                  must notify the Plan Administrator by March 1 of the following
                  year so that the excess and any income thereon may be returned
                  to you by April 15. You may terminate Elective Deferrals at
                  any time. You may increase or decrease your Elective Deferral
                  percentage on the first day of the next Plan Quarter.

                  If you terminate contributions, you may not reinstate payroll
                  withholding until the next Plan Entry Date. The Employer may
                  also reduce or terminate your withholding if required to
                  maintain the Plan's qualified status.

         B.       ROLLOVER AND TRANSFER CONTRIBUTIONS

                  Rollover Contributions are permitted. Transfer contributions
                  are not permitted. In order to make a Rollover Contribution,
                  you do not have to be a Participant.

                  A rollover of your retirement benefits may originate from
                  another qualified retirement plan or special individual
                  retirement arrangement (known as a "conduit" IRA) to this
                  Plan. If you have already received a lump-sum payment from
                  another qualified retirement plan, or if you received payment
                  from another qualified plan and placed it in a separate
                  "conduit" IRA, you may be eligible to redeposit that payment
                  to this Plan. The last day you may make a Rollover
                  Contribution to this Plan is the 60th day after you receive
                  the distribution from the other plan or IRA. If you believe
                  you qualify for a rollover, see the Plan Administrator for
                  more details.

VI       EMPLOYER CONTRIBUTIONS

         A.       CONTRIBUTION FORMULA

                  Elective Deferrals:

                  The Employer will contribute all Compensation which you elect
                  to defer to the Plan within the limits outlined in Section
                  V(A).

                  Matching Contributions:

                  The Employer may make a Matching Contribution to each
                  Participant based on his or her Elective Deferrals in a
                  percentage set by the Employer prior to the end of each Plan
                  Year.

                                        5
<PAGE>   29
                  The time period which will be used for determining the amount
                  of Matching Contributions owed ("Matching Computation
                  Period") shall be quarterly.

                  The Employer has the right to designate all or a portion of
                  the Matching Contributions as "Qualified". To the extent
                  Matching Contributions are so designated, they are
                  nonforfeitable and may not be withdrawn from the Plan prior to
                  separation from Service of attainment of age 59 1/2.

                  Employer Matching Contributions will only be made on Elective
                  Deferrals made to the Plan. Although, Elective Deferrals
                  withdrawn prior to the end of the Matching Computation Period
                  will not receive Matching Contributions.

                  Qualified Non-Elective Contributions:

                  The Employer may also contribute an additional amount
                  determined in its sole judgement. This additional
                  contribution, if any, will be allocated to only Non-highly
                  Compensated Participants, in proportion to each eligible
                  Employee's Compensation as a ratio of all eligible Employees'
                  Compensation. These Contributions will be nonforfeitable and
                  subject to withdrawal restrictions.

                  Discretionary:

                  The Employer may also contribute an additional amount
                  determined in its sole judgement. Such additional
                  contribution, if any, shall be allocated to each Participant
                  in proportion to his or her Compensation for the Plan Year
                  while a Participant.

         B.       ELIGIBILITY FOR ALLOCATION

                  The Employer's Contribution will be made to all Participants
                  who are employed at the end of the Plan Year provided that the
                  Participant has completed a Year of Service during the Plan
                  Year. The Employer shall also make matching and other related
                  contributions as indicated below to Employees who terminate
                  during the Plan Year as a result of:

                  Matching              Other
                  --------              -----
                  X                     X              (i)    Retirement.
                  X                     X              (ii)   Disability.
                  X                     X              (iii)  Death.

                                        6
<PAGE>   30
         VII      GOVERNMENT REGULATIONS

                  The federal government sets certain limitations on the level
                  of contributions which may be made to a Plan such as this.
                  There is also a "percentage" limitation which means that the
                  percentage of Compensation which you may contribute (Elective
                  Deferrals) depends on the average percentage of Compensation
                  that the other Participants are contributing. Simply stated,
                  all Participants are divided into 2 categories: Highly
                  Compensated and Non highly Compensated and the average for
                  each group is calculated. The average contribution that the
                  Highly Compensated may make is based on the average
                  contribution that the Non-highly Compensated make. If a
                  Highly Compensated Participant is contributing more than he or
                  she is allowed, the excess, plus or minus any gain or loss,
                  will be returned. Keep in mind that if you are a 5% owner of
                  the business or one of the ten highest paid Highly Compensated
                  employees, your Family Member's contribution percentages and
                  Compensations will be combined with yours for purposes of
                  determining your contributions under the Plan.

         VIII     PARTICIPANT ACCOUNTS

                  The Employer will set up a record keeping account in your name
                  to show the value of your retirement benefit. The Employer
                  will make the following additions to your account:

                  A.       your allocated share of the Employer's Contribution
                           (including your Elective Deferrals),

                  B.       the amount of your personal Employee Voluntary
                           Contributions, Transfer Contributions and Rollover
                           Contributions, if any, and

                  C.       your share of investment earnings and appreciation
                           in the value of investments.

                  The Employer will make the following subtractions from your
                  account:

                  D.       any withdrawals or distributions made to you, and

                  E.       your share of investment losses and depreciation in
                           the value of investments.

                  F.       your share of administrative fees and expenses paid
                           out of the Plan, if applicable.

                  The Employer will value your account daily and provide you
                  with a statement of account activity at least once annually.

         IX       VESTING.

                  A.       DETERMINING VESTED BENEFIT

                                        7
<PAGE>   31
                  Vesting refers to your earning or acquiring a nonforfeitable
                  right to the full amount Of Your account. Any Elective
                  Deferrals, Qualified Non-Elective Contributions, Qualified
                  Matching Contributions, Rollover Contributions, plus or minus
                  any earnings or losses, are always 100% vested and cannot be
                  forfeited for any reason. Any contribution not listed in the
                  previous sentence, and the earnings or losses thereon, will
                  vest in accordance with the following table:

<TABLE>
<CAPTION>
                                        Years of Service
                   -------------------------------------------------------------
                    1         2         3         4      5         6       7
                   ---       ---       ---       ---    ---       ---     ---
<S>                          <C>       <C>       <C>    <C>       <C>     <C>
                    0%        20%      40%       60%     80%      100%
</TABLE>

                  You are considered to have completed 1 Year of Service for
                  purposes of vesting upon the completion of 1000 Hours of
                  Service at any time during a Plan Year. Service prior to age
                  18 is not counted for purposes of vesting.

                  You automatically become fully vested, regardless of the
                  vesting table, upon attainment of Normal Retirement Age, upon
                  retirement due to Disability, upon death, and upon termination
                  of the Plan.

         B.       PAYMENT OF VESTED BENEFIT

                  If you separate from Service before Your retirement, death or
                  Disability, you may request early payment of your vested
                  benefit by submitting a written request to the Plan
                  Administrator. If your vested account balance at the time of
                  termination or at the time of any prior distributions exceeds
                  or exceeded $3,500, you may defer the payment of your benefit
                  until April 1 of the calendar year following the calendar year
                  during which you attain age 70-1/2. The portion of your
                  account balance to which you are not vested is called a
                  "forfeiture" and remains in the Plan to reduce the Employer's
                  Contribution for the year.

         C.       LOSS OF BENEFITS

                  There are only two events which can cause the loss of all or a
                  portion of your account. One is termination of employment
                  before you are 100% vested according to the vesting provisions
                  described at IX(A) and the other is a decrease in the value of
                  your account from investment losses or administrative expenses
                  and other costs of maintaining the Plan.

         D.       REALLOCATION OF FORFEITURE

                  You will forfeit and the Employer will reallocate the
                  nonvested portion of your account on the earlier of: (1) the
                  end of the Plan Year during which you incur your fifth
                  consecutive 1-year Break in Service, or (2) the end of the
                  Plan Year immediately following tile date of payment of your
                  Vested Account Balance.

                                       8
<PAGE>   32
         E.       REEMPLOYMENT

                  If you terminate service with your Employer, then are later
                  reemployed, you will become a Participant as of the earlier
                  of the next Valuation Date or the next Entry Date [see
                  Section III] following your return to employment. If you are
                  not a member of a class of employees eligible to participate
                  in the Plan and later become a member of the eligible class,
                  you will participate upon reaching the next Entry Date if you
                  have satisfied the minimum age and service requirements.
                  Should you become ineligible to share in future Contributions
                  and forfeitures because you are no longer a member of an
                  eligible class, you shall again share upon your return to an
                  eligible class. All years of prior Service will be counted
                  when calculating your vested percentage in your new account
                  balance. The following rules apply in connection with
                  reemployed Participants.

                  (a)      TERMINATED PARTIALLY VESTED PARTICIPANTS. If you
                           terminate employment and receive payment of the
                           vested portion of your account, the nonvested portion
                           of your account will be forfeited at the time you
                           receive your payment. If you are reemployed prior to
                           incurring five consecutive 1-year Breaks in Service
                           you may have the Plan restore your forfeiture by
                           repaying the amount of the distribution you received
                           attributable to Employer contributions. This
                           repayment right applies only if you do not incur five
                           consecutive 1-year Breaks in Service. You must make
                           this repayment within five years of your date of
                           reemployment. If you do not repay the amount you
                           received, the forfeited portion will not be restored
                           to your account. Whether you repay or not, your prior
                           Service will count toward vesting service for future
                           Employer contributions.

                           FOR EXAMPLE, assume that you terminate your job with
                           your current Employer. At the time of termination you
                           had accrued a total benefit of $10,000 under the
                           retirement Plan. Although this amount had been
                           allocated to your account, you were only 40% vested
                           in that amount when you left. You decided to take a
                           distribution of your vested account balance (40% of
                           $10,000, or $4,000) when you quit. The nonvested
                           balance of your account ($6,000) was forfeited. Three
                           years later, you became reemployed by the same
                           Employer. Since you were reemployed within 5 years,
                           you have the right to repay the $4,000 distribution
                           you received when you quit. you would have to repay
                           the $4,000 within 5 years of being rehired. If you
                           do so, the nonvested portion of your account ($6,000)
                           will be restored to your account. After restoration,
                           you will be vested in 40% of this account, but your
                           vested percentage will increase based on your Years
                           of Service after your reemployment. Your prior
                           Service will always count towards vesting of Employer
                           Contributions which you receive after

                                       9
<PAGE>   33
                           reemployment, whether or not you decide to repay and
                           restore your prior account.

                  (b)      TERMINATED NONVESTED PARTICIPANTS. If you were not
                           vested in any portion of your Employer Contribution
                           account prior to your separation from service and are
                           reemployed before incurring five consecutive one-year
                           Breaks in Service, you will be credited for vesting
                           with all pre-break and post-break service. Your prior
                           unpaid account balance will automatically be
                           restored and you will continue to vest in that
                           account. If you are reemployed after incurring five
                           consecutive one-year Breaks in Service, you will lose
                           your prior account balance, but your pre-break Years
                           of Service will count towards vesting, in your new
                           account balance.

         X        TOP-HEAVY RULES

                  A "top-heavy" plan is one in which more than 60% of the
                  contributions or benefits are attributable to certain "key
                  employees", such as owners, officers and stockholders. The
                  Plan Administrator is responsible for determining each year if
                  the Plan is "top-heavy". If the Plan becomes top-heavy special
                  rules apply to the allocation of the Employer's contribution.
                  These special rules require that only Participants who are not
                  key employees will generally receive an allocation of the
                  Employer's contribution equal to 3% of Compensation, or
                  if less, the greatest percentage allocated to the account of
                  any key employee. All participants are entitled to receive a
                  minimum allocation upon completing at least one Hour of
                  Service in the top-heavy Plan Year provided they are employed
                  on the last day of the Plan Year. The Employer's minimum
                  contribution can be satisfied by another Employer sponsored
                  retirement plan, if so elected by the Employer.

         XI       RETIREMENT BENEFITS AND DISTRIBUTIONS

                  A.       RETIREMENT BENEFITS

                           The full value of your account balance is payable at
                           your Normal Retirement Age, even if you continue to
                           work, or you may defer payment until April 1
                           following the year you reach age 70-1/2. If you
                           work beyond your Normal Retirement Age, you will
                           continue to fully participate in the Plan.

                  B.       DISTRIBUTIONS DURING EMPLOYMENT

                           Upon attainment of age 59-1/2, benefits attributable
                           to Employer contributions, allocated to your
                           account(s) in excess of two years, are available for
                           withdrawal if you are 100% vested in those benefits.

                           If applicable, benefits attributable to your
                           Voluntary Contributions under the Plan plus any
                           rollovers are available for withdrawal upon request
                           to the Plan Administrator. Transfers Contributions
                           may be

                                       10
<PAGE>   34
                           withdrawn only if they originate from plans meeting
                           certain safe harbor provisions.

         C.       HARDSHIP WITHDRAWALS

                  You may file a written request for a hardship withdrawal of
                  the portion of your account balance attributable to Elective
                  Deferrals and certain Employer Contributions to the extent
                  vested. Earnings on Elective Deferrals up to the last day of
                  the Plan Year prior to July 1, 1989 may be included in any
                  hardship withdrawal, but earnings on Elective Deferrals after
                  that date may not be included. You must generally have your
                  Spouse's written consent for a hardship withdrawal unless you
                  are advised otherwise by the Plan Administrator. Prior to
                  receiving a hardship distribution, you must take any other
                  distribution and borrow the maximum non-taxable loan amount
                  allowed under this and other plans of the Employer. Note,
                  however, that if the effect of the loan would be to increase
                  the amount of your financial need, you are not required to
                  take the loan. For example, if you need funds to purchase a
                  principal residence, and a plan loan would disqualify you from
                  obtaining other necessary financing, you do not have to take
                  the loan. Hardship withdrawals may be authorized by the
                  Employer for the following reasons:

                  (a)      to assist you in purchasing a personal residence
                           which is your primary place of residence (not
                           including mortgage payments),

                  (b)      to assist you in paying tuition expenses for you,
                           your Spouse, or your dependents, for the next twelve
                           months of post-secondary education,

                  (c)      to assist you in paying expenses incurred or
                           necessary on behalf of you, your Spouse, or your
                           dependents for hospitalization, doctor or surgery
                           expenses which are not covered by insurance, or

                  (d)      to prevent your eviction from or foreclosure on your
                           principal residence.

                           Any hardship distribution is limited to the amount
                           needed to meet the financial need. Hardship
                           withdrawals must be approved by the Employer and will
                           be administered in a non-discriminatory manner. Such
                           withdrawals will not affect your eligibility to
                           continue to participate in Employer Contributions to
                           the Plan. Although, your right to make Voluntary
                           Contributions and Elective Deferrals will be
                           suspended for twelve months. Any withdrawals you
                           receive under these rules may not be recontributed to
                           the Plan and may be subject to taxation, as well as
                           an additional 10% penalty tax if the withdrawal is
                           received before you reach age 59-1/2. These payments
                           shall also be subject to a mandatory 20% withholding
                           for income tax purposes.

                                       11
<PAGE>   35
         D.       BENEFICIARY

                  Every Participant or former Participant with Plan benefits may
                  designate a person or persons who are to receive benefits
                  under the Plan in the event of his or her death. The
                  designation must be made on a form provided by and returned
                  to the Plan Administrator. You may change your designation at
                  any time. If you are married, your beneficiary will
                  automatically be your Spouse. If you and your Spouse wish to
                  waive this automatic designation, you must complete a
                  beneficiary designation form. The form must be signed by you
                  and, if applicable, your Spouse in front of a Plan
                  representative or a Notary Public.

         E.       DEATH BENEFITS

                  In the event of your death, the full value of your account is
                  payable to your beneficiary in a lump Sum.

         F.       FORM OF PAYMENT

                  When benefits become due, you or your representative should
                  apply to the Employer requesting payment of your account and
                  specifying the manner of payment. The normal or automatic form
                  of payment is generally a lump sum unless the Plan
                  Administrator notifies you otherwise. If you do not wish to
                  receive the normal form of payment when your payments are due
                  to start, you may request to receive your benefit in any of
                  the optional forms indicated:

                  -        lump sum.

                  In some cases, election of one of the optional forms of
                  payment will require the written consent of your Spouse. Also,
                  payments may not be made over a period which exceeds the life
                  expectancy of you and your beneficiary. The Plan Administrator
                  will advise you if any special rules apply in connection with
                  the payments of your benefits.

         G.       ROLLOVER OF PAYMENT

                  If your benefits qualify as eligible rollovers, you have the
                  option of having them paid directly to you, when they become
                  due, or having them directly rolled over to another qualified
                  plan or an IRA. If you do not choose to have the benefits
                  directly rolled over, the Plan is required to automatically
                  withhold 20% of your payment for tax purposes. If you do
                  choose to have the payment made to you, you still have the
                  option of rolling over the payment yourself to a qualified
                  plan or an IRA within sixty days (first check with a tax
                  advisor to make sure it is an eligible rollover). However, 20%
                  of your payment will still be withheld. The following example
                  illustrates how this works:

                                       12
<PAGE>   36
                  For example, if you have $100,000 in your vested account
                  balance and choose to have the payment of your benefits made
                  directly to an IRA or another qualified plan, the entire
                  $100,000 will be transferred to the trustee of the other plan
                  or the IRA, and you will treat the entire amount as a rollover
                  on your tax return so that you will not pay taxes on the
                  entire amount. If you choose NOT to have the account
                  transferred directly to an IRA or qualified plan, 20% or
                  $20,000 will automatically be withheld from your payment.
                  Thus, you will receive only $80,000 as a distribution of your
                  benefits. In order to roll the entire amount over into your
                  IRA, you would have to come up with $20,000 out of your own
                  pocket to make up the difference. If this is done, the $20,000
                  which was withheld may be returned when you file your taxes at
                  the end of the year. However, if you are unable to produce
                  the extra cash, the rollover amount will only be $80,000, and
                  the other $20,000 which was withheld will be treated as
                  taxable income to you. If you are under age 59 1/2 when you
                  receive your benefit payment, the withheld amount will also
                  be subject to the 10% early distribution penalty.

                  Certain benefit payments are not eligible for rollover and
                  therefore will also not be subject to the 20% mandatory
                  withholding. They are as follows:

                           1.       annuities paid over life;

                           2.       installments for a period of at least 10
                                    years; and

                           3.       minimum required distributions at age
                                    70 1/2.

                  There are also several operational exceptions and a "de
                  minimis" exception for payments of less than $200. Also
                  Employee Voluntary contributions are not eligible for
                  rollover.

         H.       TIME OF PAYMENT

                  If you request a distribution, payments will start as soon as
                  administratively feasible following the date on which a
                  distribution is requested by you or is otherwise payable.

XII      INVESTMENTS

         A.       TRUST FUND

                  The monies contributed to the Plan may be invested in any
                  security or form of property considered prudent for a
                  retirement plan. Such investments include, but are not limited
                  to, common and preferred stocks, exchange traded put and call
                  options, bonds, money market instruments, mutual funds,
                  savings accounts, certificates of deposit, Treasury bills, or
                  insurance contracts. An institutional Trustee may invest in
                  its own deposits or those of affiliates which bear a
                  reasonable interest rate, or in a group or collective trust
                  maintained by such Trustee.

                                       13
<PAGE>   37
         B.       INVESTMENT RESPONSIBILITY

                  The Plan's assets are held by the Trustee who is identified in
                  Section II of this Summary. The Trustee is responsible for the
                  safekeeping of Plan assets and for the investment management
                  of such assets unless the Employer elects to direct
                  investments, appoints an outside investment manager or permits
                  Participants to direct the investment of their individual
                  accounts.

         C.       EMPLOYEE INVESTMENT DIRECTION

                  Participants may direct the investments of their accounts
                  among alternative investment funds provided under the Plan.
                  The investment funds available to you and the procedures for
                  making an election are shown in a separate Investment Election
                  Form which can be obtained from the Plan Administrator. You
                  may change your investment selection and move monies from one
                  fund to another in accordance with the rules established by
                  the Plan Administrator.

         D.       PARTICIPANT LOANS

                  Participant loans are permitted under the Plan. In order to
                  get a loan from the Plan, you must make application to the
                  Plan Administrator. Loans must be approved by the Plan
                  Administrator and are subject to a strict set of rules
                  established by law. The rules are covered in a separate Loan
                  Application Form and Promissory Note Form. These Forms are
                  available from the Plan Administrator.

XIII     ADMINISTRATION

         The Plan will be administered by the following parties:

         A.       PLAN ADMINISTRATOR

                  The Employer is the party who has established the Plan and who
                  has overall control and authority over administration of the
                  Plan. The Employer's duties as Plan Administrator include:

                  (a)      appointing the Plan's professional advisors needed to
                           administer the Plan including, but not limited to, an
                           accountant, attorney, actuary, or administrator,

                  (b)      directing the Trustee with respect to payments from
                           the Fund,

                  (c)      communicating with Employees regarding their
                           participation and benefits under the Plan, including
                           the administration of all claims procedures and
                           domestic relations orders,


                                       14
<PAGE>   38
                  (d)      filing any returns and reports with the Internal
                           Revenue Service, Department of Labor, or any other
                           governmental agency,

                  (e)      reviewing and approving any financial reports,
                           investment reviews, or other reports prepared by any
                           party appointed by the Employer,

                  (f)      establishing a funding policy and investment
                           objectives consistent with the purposes of the Plan
                           and the Employee Retirement Income Security Act of
                           1974, and

                  (g)      construing and resolving any question of Plan
                           interpretation. The Plan Administrator's
                           interpretation and application thereof is final.

         B.       TRUSTEE

                  The Trustee shall be responsible for the administration of
                  investments held in the Fund. These duties shall include:

                  (a)      receiving contributions under the terms of the Plan,

                  (b)      investing Plan assets unless investment
                           responsibility is delegated to another party by the
                           Employer,

                  (c)      making distributions from the Fund in accordance
                           with written instructions received from the Plan
                           Administrator,

                  (d)      keeping accounts and records of the financial
                           transactions of the Fund, and

                  (e)      rendering an annual report of the Fund showing the
                           financial transactions for the Plan Year.

XIV      AMENDMENT AND TERMINATION

         The Employer may amend the Plan at any time, provided that no amendment
         will divert any part of the Plan's assets to any purpose other than for
         the exclusive benefit of you and the other Participants in the Plan or
         eliminate an optional form of distribution. The Employer may also
         terminate the Plan. In the event of an actual Plan termination, all
         amounts credited to your account will be fully vested and will be paid
         to you. Depending on the facts and circumstances, a partial termination
         may be found to occur where a significant number of Employees are
         terminated by the Employer or excluded from Plan participation. In case
         of a partial termination, only those affected will become 100% vested.

                                       15
<PAGE>   39
XV       LEGAL PROVISIONS

         A.       RIGHTS OF PARTICIPANTS

                  As a Plan Participant, you have certain rights and protection
                  under the Employee Retirement Income Security Act of 1974
                  (ERISA). The law says that you are entitled to:

                  (a)      Examine, without charge, all documents relating to
                           the operation of the Plan and any documents filed
                           with the U.S. Department of Labor. These documents
                           are available for review in the Employer's offices
                           during regular business hours.

                  (b)      Obtain copies of all Plan documents and other Plan
                           information upon written request to the Employer. The
                           Employer may impose a reasonable charge for producing
                           the copies.

                  (c)      Receive from the Employer at least once each year a
                           summary of the Plan's annual financial report.

                  (d)      Obtain, at least once a year, a statement of the
                           total benefits accrued for you, and your
                           nonforfeitable (vested) benefits, if any. The Plan
                           provides that you will receive this statement
                           automatically. If you are not vested, you may request
                           a statement showing the date when your account will
                           begin to become nonforfeitable.

                  (e)      File suit in a federal court, if any materials
                           requested are not received within 30 days of your
                           request, unless the materials were not sent because
                           of matters beyond the control of the Employer. If you
                           are improperly denied access to information you are
                           entitled to receive, the Employer may be required to
                           pay up to $100 for each day's delay until the
                           information is provided to you.

         B.       FIDUCIARY RESPONSIBILITY

                  ERISA imposes obligations upon the persons who are responsible
                  for the administration of the Plan. These persons are referred
                  to as "fiduciaries." Fiduciaries must act solely in your
                  interest as a Plan Participant and they must exercise prudence
                  in the performance of their duties. Fiduciaries who violate
                  ERISA may be removed and required to reimburse any losses they
                  have caused you or other Participants in the Plan.

         C.       EMPLOYMENT RIGHTS

                  Participation in the Plan is not a guarantee of employment.
                  However, the Employer may not fire you or discriminate against
                  you to prevent

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<PAGE>   40
                  you from becoming eligible for the Plan or from obtaining a
                  benefit or exercising your rights under ERISA.

         D.       BENEFIT INSURANCE

                  Your benefits under this Plan are not insured by the Pension
                  Benefit Guaranty Corporation since the law does not provide
                  plan termination insurance for this type of Plan.

         E.       CLAIMS PROCEDURE

                  If you feel you are entitled to a benefit under the Plan, mail
                  or deliver your written claim to the Plan Administrator. The
                  Plan administrator will notify you, your beneficiary, or
                  authorized representative of the action taken within 60 days
                  of receipt of the claim. If you believe that you are being
                  improperly denied a benefit in full or in part, the
                  Administrator must give you a written explanation of the
                  reason for the denial. If the Administrator denies your claim,
                  you may, within 60 days after receiving the denial, submit a
                  written request asking the Administrator to review your claim
                  for benefits. Any such request should be accompanied by
                  documents or records in support of your appeal. You, your
                  beneficiary, or your authorized representative may review
                  pertinent documents and submit issues and comments in
                  writing. If you get no satisfaction from the Administrator,
                  you have the right to request assistance from the U.S.
                  Department of Labor or you can file suit in a state or
                  federal court. Service of legal process may be made on the
                  Plan Administrator at the address of the Employer. If you are
                  successful in your lawsuit, the court may require the Employer
                  to pay your legal costs, including your attorney's fees. If
                  you lose, and the court finds that your claim is frivolous,
                  you may be required to pay the Employer's legal fees.

         F.       ASSIGNMENT

                  Your rights and benefits under this Plan cannot be assigned,
                  sold, transferred or pledged by you or reached by your
                  creditors or anyone else except under a qualified domestic
                  relations order or as provided by state law. A qualified
                  domestic relations order (QDRO) is a court order issued under
                  state domestic relations law relating to divorce, legal
                  separation, custody, or support proceedings. The QDRO
                  recognizes the right of someone other than you to receive
                  your Plan benefits. You will be notified if a QDRO relating to
                  your Plan benefits is received. Receipt of a qualified
                  domestic relations order shall allow for an earlier than
                  normal distribution to the person(s) other than the
                  Participant listed in the order.

         G.       QUESTIONS

                  If you have any questions about this statement of your rights
                  under ERISA, please contact the Employer or the nearest
                  Area Office of the

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<PAGE>   41
                  U.S. Labor-Management Service Administration, Department
                  of Labor.

         H.       CONFLICTS WITH PLAN

                  This booklet is not the Plan document, but only a Summary Plan
                  Description of its principal provisions and not every
                  limitation or detail of the Plan is included. Every attempt
                  has been made to provide concise and accurate information.
                  However, if there is a discrepancy between this booklet and
                  the official Plan document, the Plan document shall prevail.

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