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                                                                    EXHIBIT (ss)














                           INFORMATION RESOURCES, INC.

                              AMENDED AND RESTATED

                         401(k) RETIREMENT SAVINGS PLAN
                         (AMENDED AS OF AUGUST 17, 2000)

<PAGE>
                           INFORMATION RESOURCES, INC.
                              AMENDED AND RESTATED
                         401(k) RETIREMENT SAVINGS PLAN

     This amended and restated agreement (the "Amended and Restated Plan") is
made as of this 17th day of August, 2000 by Information Resources, Inc.
(hereinafter referred to as "Company").


                                   WITNESSETH:

     WHEREAS, the Company established a 401(k) Retirement Savings Plan and Trust
which became effective August 1, 1989 (the "Plan and Trust");

     WHEREAS, the Plan and Trust is for the exclusive benefit of eligible
employees (and their beneficiaries) of the Company or any affiliated employer
that participates in the Plan and Trust;

     WHEREAS, the Plan and Trust was intended to be qualified under Section 401
et. seq. of the Internal Revenue Code of 1986, as amended (the "Code") and tax
exempt under Section 501 of the Code;

     WHEREAS, the Board of Directors of the Company has, since the effective
date of the Plan and Trust, adopted various amendments to the Plan and Trust and
renamed the Plan and Trust the "Information Resources, Inc. Amended and Restated
401(k) Retirement Savings Plan and Trust"; and

     WHEREAS, the Board of Directors of the Company has determined it to be in
the best interests of the Company to now incorporate all previous amendments to
the Plan and Trust into one restated document, update the Plan and Trust in
accordance with all applicable legislative and regulatory requirements and
rename the Plan and Trust the "Information Resources, Inc. Amended and Restated
401(k) Retirement Savings Plan";

     NOW, THEREFORE, BE IT RESOLVED, that the Information Resources, Inc.
Amended and Restated 401(k) Retirement Savings Plan is hereby amended and
restated.

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE   HEADING                                    PAGE
-------   -------                                    ----
<S>       <C>                                        <C>
I.        DEFINITIONS                                  4

II.       SERVICE                                      9

III.      ELIGIBILITY FOR PARTICIPATION               11

IV.       CONTRIBUTIONS AND FORFEITURES               12

V.        MAXIMUM ANNUAL ADDITIONS                    19

VI.       MAINTENANCE OF PARTICIPANTS' ACCOUNTS       20

VII.      VESTED INTERESTS                            22

VIII.     DISTRIBUTION OF BENEFITS                    24

IX.       INVESTMENT DISCRETION                       27

X.        ADMINISTRATION                              29

XI.       AMENDMENTS AND DISCONTINUANCE               33

XII.      TOP-HEAVY PROVISIONS                        35

XIII.     TRUST PROVISIONS                            37

XIV.      ADOPTION BY SUBSIDIARIES AND AFFILIATES     37

XV.       LOANS                                       37

XVI.      MISCELLANEOUS                               39
</TABLE>

                                       3
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                           INFORMATION RESOURCES, INC.
                              AMENDED AND RESTATED
                         401(k) RETIREMENT SAVINGS PLAN

                                    ARTICLE I

                                   DEFINITIONS

As used in this Amended and Restated Plan, the following terms shall have the
meaning hereinafter set forth unless the context shall clearly indicate
otherwise.

     1.1 "ACCRUED BENEFIT" as of any date shall mean the combined balances of
Participant's 401(k) Account, Matching Contribution Account, and Rollover
Contribution Account.

     1.2 "ANNUAL ADDITIONS" to a Participant's accounts for any Plan Year shall
mean the sum of the contributions to the Participant's 401(k) Account and
Matching Contribution Account for the Plan Year under consideration, including
the Participant's share, if any, of forfeitures in accordance with Section
415(c)(2) of the Code.

     1.3 "AUTHORIZED LEAVE OF ABSENCE" shall mean, as to any Employee, an
absence authorized by an Employer for non-working time by reason of layoff,
pregnancy, jury duty, illness, temporary disability, military service or family
leave under the Family and Medical Leave Act of 1993. In granting such
Authorized Leaves of Absence, an Employer shall treat similarly situated
Employees uniformly.

     1.4 "BENEFICIARY" shall mean any person or persons designated by a
Participant in accordance with Section 8.6 to receive any death benefits that
may be payable under the Plan. Wherever the rights of Participants are stated or
limited herein, their Beneficiaries shall be deemed bound thereby.

     1.5 "CHIEF EXECUTIVE OFFICER" shall mean the Chief Executive Officer of
the Company.

     1.6 "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time-to-time.

     1.7 "COMMITTEE" shall mean the individuals designated by the Company
pursuant to Article X to administer the Plan.

     1.8 "COMPANY" shall mean Information Resources, Inc.

     1.9 "COMPENSATION" shall mean an Employee's total cash compensation as
defined in Section 415(c) of the Code, as modified by the safe harbor provisions
of Treasury Regulation

                                       4
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Section 1.414(s)-1(c)(3), and excluding any compensation in excess of $160,000
or such higher amount which may from time to time be prescribed in accordance
with regulations issued by the Secretary of the Treasury or his delegate in
accordance with Section 401(a)(17) of the Code and subject to the provisions of
Article IV below. If a Participant enters into a Salary Reduction Agreement (as
defined in Section 4.2) for a given Plan Year, his compensation for such Plan
Year for all purposes of this Plan shall be equal to his compensation without
application of any Salary Reduction Agreement. If any amounts are contributed or
deferred at the election of a Participant by reason of Section 125 of the Code,
his compensation for such Plan Year for all purposes of this Plan shall be equal
to his compensation without application of the provisions of Section 125 of the
Code.

     1.10 "DATE OF TERMINATION" shall mean the earlier of the following dates:

          (a)  the date an Employee quits, is discharged, retires for reasons
               other than disability, or dies;

          (b)  the date which is the first anniversary of the date an Employee
               is laid off or commences an Authorized Leave of Absence,
               excluding Military Leave of Absence, if such Employee has not
               returned to the active employ of an Employer by such anniversary;
               or

          (c)  the date which is the ninety-first (91st) day following the date
               an Employee separates from military service, if such Employee was
               on a Military Leave of Absence, and such Employee has not
               returned to the active employ of an Employer by such date.

     1.11 "DETERMINATION DATE" means, with respect to any Plan Year, the last
day of the preceding Plan Year.

     1.12 "DISABLED" OR "DISABILITY" shall mean a physical or mental condition
which qualifies an Employee for disability benefits under an Employer's
disability plan. Retirement due to disability shall be granted on a uniform
basis for all Participants in similar circumstances.

     1.13 "EARLY RETIREMENT DATE" shall mean, as applicable, the date an
Employee retires from the active employ of an Employer on or after attaining age
fifty-five (55) and receiving credit for at least five (5) years of Vesting
Service, or the date that an Employee who has satisfied such five (5) year
Vesting Service requirement before separating from service with an Employer
(with a nonforfeitable right to an Accrued Benefit), but who separated from
service prior to reaching such age requirement, attains age fifty-five (55).

     1.14 "EFFECTIVE DATE" shall mean August 1, 1989.

     1.15 "EMPLOYEE" shall mean any individual currently in the employ of an
Employer, including Leased Employees, but excluding any director of an Employer
who is not in the employ of such Employer.

                                       5
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     1.16 "EMPLOYER" shall mean the Company and each affiliate or subsidiary of
the Company which adopts this Plan with the consent of the Board of Directors of
the Company in accordance with the provisions of Article XIV.

     1.17 "ERISA" shall mean the Employee Retirement Income Security Act of 1974
as amended from time-to-time.

     1.18 "FORMER PARTICIPANT" shall mean a former Employee or Beneficiary who
is entitled to receive, is receiving, or has received distributions provided
herein.

     1.19 "FUND" shall mean all monies as from time-to-time held by the
Trustees.

     1.20 "401(k) ACCOUNT" shall mean an account established by the Company for
each Participant to hold the 401(k) Contributions made hereunder on behalf of
such Participant and a proportionate share of the net earnings for each Plan
Year. The maintenance of separate 401(k) Accounts shall be primarily for
accounting purposes and shall not restrict Fund investments.

     1.21 "401(k) CONTRIBUTION" shall mean contributions made by an Employer to
the Plan on behalf of a Participant under the terms of a Participant's Salary
Reduction Agreement (as defined in Section 4.2).

     1.22 "HIGHLY COMPENSATED EMPLOYEE" means any Employee or former Employee
who, at any time during the Plan Year or the preceding Plan Year, is a Highly
Compensated Employee as defined in Code Section 414(q), or any successor Code
Section(s), and the implementing regulations thereunder, as amended from time to
time.

     1.23 "HOUR OF SERVICE" shall mean and be determined on the following basis
for all Employees:

          (a)  each hour for which he is either directly or indirectly paid or
               entitled to payment by the Company or an Affiliated Company (as
               defined in Sections 414(b), 414(c), and 414(o) and the applicable
               regulations thereunder) for the performance of duties (these
               hours shall be credited to the period in which the duties are
               performed); excluding, payments on account of a period during
               which no duties are performed if such payment is made or due
               under a plan maintained solely for the purpose of complying with
               applicable worker's compensation, or unemployment compensation or
               disability insurance laws;

          (b)  each hour for which he is directly or indirectly paid, or
               entitled to payment, by the Company or an Affiliated Company for
               reasons (such as vacation, holiday, illness, incapacity
               (including disability), layoff, jury duty, military duty or leave
               of absence) other than for the performance of duties (these

                                       6
<PAGE>
               hours shall be credited to the computation period or periods as
               determined under the rules set forth in Section 2530.200b-2 of
               the Department of Labor Regulations which is incorporated herein
               by reference); and

          (c)  each hour for which back pay, irrespective of mitigation of
               damages, has been awarded to the Employee or Participant or
               agreed to by the Company or an Affiliated Company, except that
               hours under this paragraph 1.23(c) shall not duplicate hours
               under paragraph 1.23(a) and (b) (these hours shall be credited
               for the computation period or periods to which the award or
               agreement pertains rather than the computation period in which
               the award, agreement, or payment was made).

     No more than 501 hours of service shall be credited under subparagraph
1.23(b) to an Employee or Participant on account of any single continuous period
during which he performs no duties (whether or not such period occurs in a
single computation period) unless the Committee establishes uniform,
nondiscriminating rules which provide to the contrary. An Employee or
Participant who is on leave due to military duty shall be treated as required by
Federal law, provided the Participant returns to an Affiliated Company within
the time provided under Federal and State laws following eligibility for
discharge, at a rate of 8 hours a day, 40 hours a week during such period of
time.

     In case of payment which is made or due on account of a period during which
an Employee performs no duties, and which results in the crediting of Hours of
Service under paragraph 1.23(c), or in the case of an award or agreement is made
with respect to a period described in paragraph 1.23(b), the number of Hours of
Service to be credited shall be determined on the basis of the rules set forth
in Department of Labor Regulations Section 2530.200b-2(b).

     1.24 "KEY EMPLOYEE" means any Participant or Former Participant in the Plan
who, at any time during the Plan Year or any of the preceding four (4) Plan
Years, is a Key Employee as defined in Code Section 416(i)(1). Upon the death of
a Key Employee, the Key Employee's Beneficiary shall be considered a Key
Employee.

     1.25 "LEASED EMPLOYEE" shall mean any individual who is not an Employee of
an Employer and who has provided services for such Employer on a substantially
full time basis for a period of at least a year, and such services are performed
under primary direction or control of an Employer; provided, however that any
individual determined not to be a leased employee by the Internal Revenue
Service prior to August 20, 1996 shall continue to be so classified thereafter.
Contributions or benefits provided a leased employee by a leasing organization
which are attributable to services performed for the recipient company shall be
treated as provided by an Employer.

     1.26 "LIMITATION YEAR" shall mean the Plan Year.

                                       7
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     1.27 "LOAN ADMINISTRATOR" shall mean the individual designated by the
Committee to administer the Plan's loan program described in Article XV. If at
any time and for any reason there ceases to be a Loan Administrator, the term
"Loan Administrator" shall mean the Committee until such time as a new Loan
Administrator is appointed.

     1.28 "MATCHING CONTRIBUTION ACCOUNT" shall mean an account established by
the Company for each Participant to hold the Participant's share of the Matching
Contribution for each Plan Year, if any, and a proportionate share of the net
earnings for each Plan Year. The maintenance of separate Matching Contribution
Accounts shall be primarily for accounting purposes and shall not restrict Fund
investments.

     1.29 "MILITARY LEAVE OF ABSENCE" shall mean a leave of absence granted
automatically for any period of military service in which an individual's
employment rights are protected by any law of the United States governing
military service, provided such individual returns to the service of an Employer
within ninety (90) days of his or her separation from such military service.

     1.30 "NON-HIGHLY COMPENSATED EMPLOYEE" shall mean an Employee who is not a
Highly Compensated Employee.

     1.31 "NON-KEY EMPLOYEE" shall mean an Employee who is not a Key Employee.

     1.32 "NORMAL RETIREMENT DATE" shall mean the Participant's sixty-fifth
(65th) birthday.

     1.33 "PARTICIPANT" shall mean an Employee of an Employer who becomes a
Participant as provided in Article III. Once a Participant becomes eligible for
participation in the Plan, he shall continue to be a Participant under the Plan
until the date he terminates his employment with an Employer.

     1.34 "PLAN" shall mean the Information Resources, Inc. Amended and Restated
401(k) Retirement Savings Plan as set forth herein or as amended from time to
time.

     1.35 "PLAN ADMINISTRATOR" shall mean the Company.

     1.36 "PLAN YEAR" shall mean the twelve-month period commencing on a January
1 and ending on the following December 31.

     1.37 "RETIREMENT DATE" shall mean a Participant's date of retirement on or
after his Normal Retirement Date, Early Retirement Date, or retirement due to
Disability, whichever is applicable.

     1.38 "ROLLOVER CONTRIBUTION ACCOUNT" shall mean an account established by
the Company for each Participant to hold any rollover contributions made to the
Plan by or on behalf of the Participant pursuant to Section 6.3, and a
proportionate share of net earnings for each Plan Year.

                                       8
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The maintenance of separate Rollover Contribution Accounts shall primarily be
for accounting purposes and shall not restrict Fund investments.

     1.39 "TOP-HEAVY PLAN" means a defined contribution plan where, as of a
Determination Date, the aggregate of the accounts of Key Employees under the
plan is greater than sixty percent (60%) of the aggregate of the accounts of all
Employees under such plan. The calculation of the aggregate of Employees'
accounts for both Key and Non-Key Employees shall exclude amounts attributable
to (a) deductible Employee contributions (in accordance with Treasury Department
regulations Section 1.416-1 T-28 and its successor provisions), and (b) rollover
contributions from a plan of an unrelated employer accepted by the Plan.

     1.40 "TRUST" shall mean the funding instrument established and maintained
under the Trust Agreement referenced in Article XIII.

     1.41 "TRUSTEES" shall mean the individual, individuals or corporation
designated by the Company to hold and administer the Fund, and any successor
trustees appointed in accordance with the terms of the Trust.

     1.42 "VALUATION DATE" shall mean at least March 31, June 30, October 31 and
December 31 of each Plan Year and may be more frequent (including daily), at the
discretion of the Company, applied consistently.


                                   ARTICLE II

                                     SERVICE

     2.1 ONE-YEAR PERIOD OF SEVERANCE. An Employee shall suffer a One-Year
Period of Severance during any 12-consecutive-month period beginning on the
severance from service date and ending on the first anniversary of that date,
provided that within this period the Employee does not perform an Hour of
Service during such period of severance. The severance from service date is the
earlier of the date the employee quits, retires, is discharged, or dies or the
first anniversary of the first day of a period of absence from service for any
reason other than quitting, retiring, discharge or death.

     Notwithstanding anything contained in this Section 2.1 to the contrary, an
Employee shall not incur the first One-Year Period of Severance that would
otherwise be counted if said period is attributable to an Authorized Leave of
Absence for reasons of (a) the pregnancy of the Participant, (b) the birth of a
child to the Participant or the Participant's spouse, (c) the placement of a
child with the Participant, or (d) caring for a child immediately following
birth or placement in connection with adoption.

     2.2 PARTICIPATION SERVICE. Participation Service shall mean employment for
which an Employee receives credit for purposes of determining his eligibility
for participation in the Plan. One

                                       9
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year of Participation Service shall be granted if, during the initial
twelve-month period commencing with an Employee's date of employment, he or she
is credited with at least one thousand (1,000) Hours of Service. If an Employee
is not credited with at least one thousand (1,000) Hours of Service during this
initial twelve-month period, one year of Participation Service shall be granted
for the first Plan Year, commencing with the Plan Year immediately following an
Employee's date of hire, during which the Employee is credited with at least one
thousand (1,000) Hours of Service. Thirty days of Participation Service shall be
granted for the first calendar month that an employee is credited with at least
eighty-three (83) Hours of Service.

     For purposes hereunder, employment with any corporation, trade, or business
which is a member of a controlled group of corporations or under common control
(as defined in Code Sections 1563(a) and), or is a member of an affiliated
service group (as defined in Code Section 414(m)) and any other entity required
to be aggregated with the Company pursuant to regulations under Code Section
414(o) shall be recognized.

     In case of subsidiaries or affiliates which adopt this Plan in accordance
with Section 1.8, the Board of Directors of the Company, in its sole discretion,
at the time of adoption by the subsidiary or affiliate, shall determine the date
from which Participation Service is to be credited.

     2.3 VESTING SERVICE. Vesting Service shall mean employment for which an
Employee receives credit for purposes of determining his eligibility to receive
early retirement or vested benefits hereunder. Prior to July 1, 1996, an
Employee shall receive one year of Vesting Service for each calendar year in
which he is credited with 1,000 or more Hours of Service. Notwithstanding the
above, no Vesting Service shall be credited for calendar years prior to 1984.

     Effective July 1, 1996, for purposes of determining a Participant's Vesting
Service, the Plan shall apply the "elapsed time" method of crediting Vesting
Service, based upon the Participant's date of hire and as such method is
described in Department of Labor Regulations Section 2530.200b-9. In accordance
therewith, all Participants shall thereupon receive vested credit in a manner
that is consistent with Paragraph (f) of Department of Labor Regulations Section
2530.200b-9; provided that, a Participant shall be credited with no fewer years
of Vesting Service as of July 1, 1996 than he had been credited with under the
Plan as of June 30, 1996.

     In the event an Employee suffers a One-Year Period of Severance prior to
having a nonforfeitable interest in his Matching Contribution Account, as
determined in accordance with the provisions of Section 7.2, his Vesting Service
shall be forfeited if the Employee suffers the greater of (a) five (5)
consecutive One-Year Periods of Severance and (b) the number of consecutive
One-Year Periods of Severance if equal to or in excess of his Vesting Service.

     For purposes hereunder, employment with any corporation, trade, or business
which is a member of a controlled group of corporations or under common control
(as defined in Code Section 1563(a) and Section 414), or is a member of an
affiliated service group (as defined in Code Section 414(m)) shall be
recognized.

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     In the case of subsidiaries or affiliates which adopt this Plan in
accordance with Article XIV, the Board of Directors of the Company, in its sole
discretion, shall determine the date from which Vesting Service is to be
credited.

     2.4 PREDECESSOR COMPANY SERVICE. Notwithstanding anything herein to the
contrary, an Employee who was an employee of a predecessor company shall receive
credit for employment and Vesting Service hereunder for his service with the
predecessor company, provided, however, that where this Plan is not an
amendment, restatement or continuation of the plan of the predecessor company,
service credit may be limited to the extent permitted under regulations to Code
Section 414.


                                   ARTICLE III

                          ELIGIBILITY FOR PARTICIPATION

     3.1 ELIGIBILITY

          (1)  A Full-Time Employee of an Employer shall become a Participant on
               the first day of the month coincident with or following the later
               of (1) the date on which the Full-Time Employee attains age
               twenty-one (21) and (2) the date on which the Full-Time Employee
               is hired by such Employer, provided that the Full-Time Employee
               remains in the employ of an Employer as a Full-time Employee on
               the first day of such month. For purposes of this Section 3.1, a
               Full-Time Employee is an Employee that is treated by an Employer
               as working for such Employer at least 40 hours per week.

          (2)  A Part-Time Employee of an Employer shall become a Participant on
               the first day of the month coincident with or following the later
               of (1) the date on which the Part-Time Employee attains age
               twenty-one (21) and (2) the date on which the Part-Time Employee
               completes 1,000 Hours of Service with the Employer, provided that
               the Part-Time Employee remains in the employ of the Employer on
               the first day of such month. For purposes of this Section 3.1, a
               Part-Time Employee is an Employee that is treated by an Employer
               as working for such Employer less than 40 hours per week.

     3.2 PARTICIPATION UPON REEMPLOYMENT. In the event a Participant terminates
his employment and is subsequently reemployed as an Employee, he shall resume
participation on the first day of the month coincident with or following his
date of reemployment.

                                       11
<PAGE>
                                   ARTICLE IV

                          CONTRIBUTIONS AND FORFEITURES

     4.1 401(k) CONTRIBUTION. For each Plan year, the appropriate Employer shall
contribute to the Plan an amount equal to the total amount of contributions
which such Employer has agreed to make pursuant to Participants' Salary
Reduction Agreements, subject to the limitations in Article V.

     4.2 SALARY REDUCTION AGREEMENT. Subject to the provisions stated herein, a
Participant may enter into a written Salary Reduction Agreement with the
Company. The terms of such Agreement shall provide that the Participant agrees
to accept a reduction in Compensation from the Company or appropriate Employer
based on multiples of one percent (1%) of his Compensation per payroll period in
an amount which is at least two percent (2%) and does not exceed fifteen percent
(15%). This reduction in compensation shall not exceed the amount which may from
time-to-time be prescribed in accordance with regulations issued by the
Secretary of the Treasury or his delegate. In consideration of such Salary
Reduction Agreement, the Company or appropriate Employer shall make a 401(k)
Contribution to the Participant's 401(k) Account on behalf of such Participant
for such Plan Year in an amount equal to the total amount by which the
Participant's Compensation was reduced during the Plan Year. The Salary
Reduction Agreement and other such forms as may be required hereunder shall be
filed at the time and in the manner specified by the Committee.

     The Committee shall be the agent of the Company or appropriate Employer for
the purpose of executing, amending or revoking Salary Reduction Agreements, and
for giving or receiving notices as provided herein. All Salary Reduction
Agreements shall be governed by the following:

          (a)  A Salary Reduction Agreement shall apply to each payroll period
               during which it is on file with the Committee until terminated,
               amended, or revoked as provided herein. Each Salary Reduction
               Agreement shall be deemed to be renewed on each January 1 unless
               the Company, appropriate Employer or Participant shall give not
               less than thirty (30) days advance written notice of termination.

          (b)  Salary Reduction Agreements, or any changes thereto, revocations
               or reinstatements thereof, shall be effective as of the first day
               of any month, provided the Participant submits an appropriate
               authorization and notice to the Company or appropriate Employer
               prior to such month, on a form or in the manner prescribed by the
               Plan Administrator. The Plan Administrator may establish
               additional rules regarding the timing and frequency of a change
               in the amount of salary reductions, provided such policy is
               applied uniformly to all Participants.

                                       12
<PAGE>
          (c)  The Company may amend or revoke its Salary Reduction Agreement
               with any Participant at any time if the Company determines that
               such revocation or amendment is necessary to insure that a
               Participant's Annual Additions for any Plan Year will not exceed
               the limitations of Article V or to insure that the discrimination
               tests are met for such Plan Year, provided that no such amendment
               shall increase the salary reduction percentage specified in a
               Participant's Salary Reduction Agreement. Any such amendment,
               revocation or reinstatement shall be done in a manner which shall
               not discriminate in favor of officers, shareholders, directors or
               other highly compensated Participants.

          (d)  A Participant who suspends 401(k) Contributions on account of a
               hardship withdrawal pursuant to Section 4.7 shall not be eligible
               to resume 401(k) Contributions until the time specified in
               Section 4.7(b)(iii).

          (e)  The Committee may make such reasonable rules as it shall deem
               desirable to reduce undue clerical and administrative time and
               expense in connection with filing or amending Salary Reduction
               Agreements.

          (f)  The Plan is to be interpreted and applied in a manner that
               satisfies the requirements of Section 401(k) of the Code,
               including Section 401(k)(3) thereof, and the regulations
               promulgated thereunder, as amended from time to time, and all
               provisions of the Plan shall be construed and applied in
               accordance with such requirements. In the event the Plan shall
               fail in the Committee's reasonable judgment to meet the
               nondiscrimination tests for 401(k) Contributions of Section
               401(k) of the Code for any Plan Year, the Committee may, during
               the two and a half (2 1/2) month period following the close of
               the Plan Year, return all or any portion of such salary reduction
               amounts (including income allocable thereto for the Plan Year) to
               the Highly Compensated Employees, in accordance with the
               nondiscrimination test and corrective provisions of Section
               401(k) and the regulations promulgated thereunder, as amended
               from time to time, including but not limited to Treasury
               Regulations Sections 1.401(k)-1 (g)(1)(ii), 1.401(k)-1(f)(2),
               1.401(k)-1 (f)(5)(i) and 1.401(k)-1-(f)(5)(ii); provided,
               however, that to the extent not inconsistent with the foregoing,
               any such excess contributions shall be distributed first from
               401(k) Contributions in excess of 6% of the Participant's
               Compensation.

               For purposes of this subsection (f), in order to meet the
               nondiscrimination tests for 401(k) Contributions, one of the
               following tests must be satisfied:

               (i)  The average percentage of compensation contributed by the
                    Company or appropriate Employer to the Plan attributable to
                    401(k)

                                       13
<PAGE>
                    Contributions on behalf of the eligible Highly Compensated
                    Employees for the current Plan Year may not exceed one
                    hundred twenty-five percent (125%) of the average percentage
                    of compensation contributed by the Company or appropriate
                    Employer to the Plan attributable to 401(k) Contributions on
                    behalf of the eligible Non-Highly Compensated Employees for
                    the prior Plan Year; or

               (ii) The average percentage of compensation contributed by the
                    Company or appropriate Employer to the Plan attributable to
                    401(k) Contributions on behalf of the Highly Compensated
                    Employees for the current Plan Year may not exceed the
                    average percentage of compensation contributed by the
                    Company or appropriate Employer to the Plan attributable to
                    401(k) Contributions on behalf of the eligible Non-Highly
                    Compensated Employees for the prior Plan Year, plus two
                    percent (2%), up to a maximum of two hundred percent (200%)
                    of such average percentage on behalf of the eligible
                    Non-Highly Compensated Employees for the prior Plan Year.

               For purposes of the foregoing tests, and in accordance with Code
               Sections 401(k)(9) and 414(s), "compensation" shall be defined in
               accordance with Code Sections 401(k)(9) and 414(s) and the
               regulations promulgated thereunder, specifically including
               Treasury Regulations Section 1.414(s)-1, as the same may be
               amended from time to time.

          (g)  In the event the Company's or appropriate Employer's tax
               deduction shall be denied for any 401(k) Contribution, then all
               Salary Reduction Agreements shall be deemed retroactively amended
               pursuant to subsection (c) above, and upon the Company's or
               appropriate Employer's recovery of the amount disallowed (as
               provided in Section 4.8), the amount so recovered shall be
               allocated among Participants in accordance with such amended
               Salary Reduction Agreements and paid to such Participants as
               Compensation.

          (h)  In the event the 401(k) Contribution made on behalf of a
               Participant for any Plan Year shall exceed $10,000 (or such other
               amount as may be prescribed in accordance with Code Section
               402(g) and regulations promulgated thereunder), the Committee
               may, no later than April 15 after the close of the applicable
               Plan Year, return the amount of the excess. Such amounts returned
               to the affected Participants shall be deemed Compensation to the
               Participants in the year to which the deferral applied, and the
               Salary Reduction Agreements of all affected Participants shall be
               deemed retroactively amended.

                                       14
<PAGE>
     4.3 AFTER-TAX EMPLOYEE CONTRIBUTIONS. No after-tax employee contributions
are required or permitted under the terms of this Plan.

     4.4 MATCHING CONTRIBUTIONS. The Committee shall have the option, in its
sole discretion, to determine the amount, if any, of Matching Contributions to
be made to the Plan for each Plan Year. Any such Matching Contribution as the
Committee may designate shall be a percentage of the total amount the
Participant defers for a Plan Year; provided that such amount that may be
considered for the Matching Contribution shall not exceed six percent (6%) of
Participant Plan Year Compensation. Any such Matching Contribution shall be
allocated to each applicable Participant's Matching Contribution Account in
accordance with procedures established by the Committee. Such procedures are
hereby incorporated herein by reference.

     4.5 CONTRIBUTIONS. The Matching Contributions under Section 4.4 shall be
made monthly on any date or dates selected by the Company; provided, however,
that the total annual contribution for each Plan Year shall be paid on or before
the date on which the Company's or appropriate Employer's federal income tax
return is due, including any extensions of time obtained for the filing of the
return. The 401(k) Contributions shall be made as of the end of each
Participant's payroll period provided, however, that in no event shall any
401(k) contribution for a Plan Year be paid on or after the fifteenth (15th)
business day of the month immediately following the month in which the 401(k)
Contributions would otherwise have been payable to the Participant in cash.

     Notwithstanding anything herein to the contrary, the sum of the 401(k)
Contributions and Matching Contributions for any Plan year shall not exceed an
amount equal to fifteen percent (15 %) of Compensation otherwise paid or accrued
to all Participants for the Plan Year under consideration.

     The Plan is to be interpreted and applied in a manner that satisfies the
requirements of Section 401(m) of the Code, including Section 401(m)(2) thereof,
and the regulations promulgated thereunder, as amended from time to time, and
all provisions of the Plan shall be construed and applied in accordance with
such requirements. In the event the Plan shall fail in the Committee's
reasonable judgment to meet the nondiscrimination tests for Matching
Contributions or other contributions of Section 401(m) of the Code for any Plan
Year, the Committee may, before the close of the following Plan Year, cause the
amount of the excess aggregate contributions by Highly Compensated Employees
(including the income allocable thereto) for such Plan Year to be distributed
or, if forfeitable, forfeited, to such Highly Compensated Employees in
accordance with the requirements of Section 401(m) and the regulations
thereunder. The amount of such excess aggregate contributions shall be
determined in accordance with the requirements of Section 401(m)(6) of the Code
and the regulations promulgated thereunder.

     For purposes of this Section 4.5, in order to meet the nondiscrimination
tests for Matching Contributions, one of the following tests must be satisfied:

          (i)  The average contribution percentage on behalf of the eligible
               Highly Compensated Employees for the current Plan Year may not
               exceed one hundred twenty-five percent (125 %) of the average
               contribution

                                       15
<PAGE>
               percentage on behalf of the eligible Non-Highly Compensated
               Employees for the prior Plan Year.

          (ii) The average contribution percentage on behalf of the eligible
               Highly Compensated Employees for the current Plan Year may not
               exceed the average contribution percentage on behalf of the
               eligible Non-Highly Compensated Employees, plus two percent (2%),
               up to a maximum of two hundred percent (200%) of such average
               contribution percentage on behalf of the eligible Non-Highly
               Compensated Employees for the prior Plan Year.

Average contribution percentage for purposes of the above tests is the average
of the ratios (calculated separately for each Employee who is an "eligible
employee" within the meaning of Code Section 401(m)(5)) of (i) the Matching
Contributions paid under the Plan on behalf of each such Employee for the
respective Plan Year and (ii) such Employee's compensation for the respective
Plan Year, computed in accordance with Code Section 401(m) and regulations
promulgated thereunder.

     Optional Use of Matching Contributions to Comply With 401(k)
Nondiscrimination Test. The Company may, if it so elects, include Matching
Contributions, if any, as employer contributions for purposes of compliance with
the nondiscrimination test specified in Section 4.2(f) of this Plan, provided
that it does so in accordance with the requirements of Code Section 401(k)(3)(D)
and regulations promulgated thereunder, including but not limited to Treas. Reg.
Sections 1.401(k)-l(g)(13) and 1.401(k)-l(b)(5). In the event the Company makes
such an election, to the extent so used, such Matching Contributions shall not
additionally be taken into account under the nondiscrimination test of Code
Section 401(m) for such year, in accordance with Code Section 401(m)(3). As
required to prevent the occurrence of a "multiple use of limitations" prohibited
by Code Section 401(m)(9), the Company shall calculate the actual deferral
percentage of those Highly Compensated Employees eligible to make both 401(k)
and 401(m) contributions in the manner described in, and in accordance with the
requirements of, Treasury Regulations Sections 1.401(k)-l(f)(2),
1.401(m)-2(c)(1) and 1.401(m)-2(c)(3), as the same may be amended from time to
time.

     4.6 FORFEITURES. If upon termination of employment, a Participant's vested
interest in his Matching Contribution Account is less than one hundred percent
(100%), a "forfeiture" shall occur as of the end of the Plan Year in which the
Participant's termination of employment occurs or a distribution under the Plan
is received, whichever is later. The forfeiture shall equal the portion of the
Participant's Matching Contribution Account in which the Participant is not
vested as of his Date of Termination.

     Notwithstanding anything herein to the contrary, reference to a Matching
Contribution under the Plan for any Plan Year shall mean the portion of the
forfeitures so applied to reduce the total amount the Company or appropriate
Employer may otherwise contribute for that Plan Year.

                                       16
<PAGE>
     4.7 WITHDRAWALS. A Participant may elect in writing (or in such other form
as may be permitted from time to time by the Plan Administrator) to withdraw any
amount (but not less than $500) from his 401(k) Account or Rollover Contribution
Account at any time subject to the following conditions:

     (a)  The distribution from a Participant's 401(k) Account or Rollover
          Contribution Account shall not commence prior to his death,
          Disability, attainment of age fifty-nine (59 l/2) or termination of
          employment, except upon his demonstration of financial hardship. A
          distribution based upon financial hardship may be made only if the
          Participant has an immediate and heavy financial need, and cannot
          exceed the amount required to satisfy such financial need, which may
          not be satisfied from other resources reasonably available to the
          Participant. A Participant shall be deemed to have an immediate and
          heavy financial need if the distribution is on account of:

          (i)   Medical expenses described in Code Section 213(d) incurred by
                the Participant, the Participant's spouse or any of the
                Participant's dependents (as defined in Code Section 152);

          (ii)  The purchase (excluding mortgage payments) of a principal
                residence of the Participant;

          (iii) The need to prevent the eviction of the Participant from his
                principal residence or foreclosure on the mortgage of the
                Participant's principal residence; or

          (iv)  Any other emergency that the Plan Administrator, pursuant to a
                uniform and nondiscriminatory policy and in accordance with
                guidelines issued by the Internal Revenue Service, deems a bona
                fide financial emergency.

     (b)  A distribution shall be considered necessary to satisfy an immediate
          and heavy financial need if:

          (i)   The distribution is not in excess of the amount of the immediate
                and heavy financial need of the Participant;

          (ii)  The Participant has obtained all distributions, other than
                hardship distributions, and all nontaxable loans currently
                available under all plans maintained by the Company; and

          (iii) The Participant does not make elective deferrals or employee
                contributions under any plan maintained by the Company for a
                twelve (12) month period following the date of receipt of the
                hardship distribution, nor does he make elective deferrals under
                any plan maintained by the Company for the taxable

                                       17
<PAGE>
                year immediately following the taxable year of the hardship
                distribution in excess of the limitation imposed by Section
                402(g) of the Code for such next taxable year, less the amount
                of such Participant's elective deferrals for the taxable year
                of the hardship distribution.

     (c)  The Participant must request a hardship withdrawal in writing on a
          form provided by the Plan Administrator, or in such other form or
          manner as the Plan Administrator may from time to time determine. The
          Plan Administrator shall specify any supporting data required and
          shall follow a uniform, nondiscriminatory policy in determining the
          eligibility form, and timing of, hardship withdrawal.

     (d)  A Participant shall be entitled to a hardship withdrawal pursuant to
          this Section 4.7 from that portion of his 401(k) Account that
          represents his 401(k) Contributions, but not on that portion that
          represents any earnings credited on such account.

4.8 RETURN OF CONTRIBUTIONS. It shall be impossible at any time prior to the
satisfaction of all liabilities with respect to Participants or Former
Participants and their Beneficiaries under the Plan for any part of the corpus
or income to be used for, or diverted to, purposes other than (a) the exclusive
benefit of Participants and Former Participants or the Beneficiaries, or (b)
defraying reasonable expenses of administering the Plan and Fund to the extent
such expenses are not paid by the Company, provided that:

     (a)  if the Plan is denied either initial qualification or qualification
          due to an amendment under Section 401(a) of the Code, any contribution
          conditioned upon the continued qualification of the Plan shall be
          returned to the Company or appropriate Employer within one (1) year of
          the denial of qualification;

     (b)  if, and to the extent, a tax deduction for a contribution under
          Section 404 of the Code is disallowed, contributions conditioned upon
          deductibility shall be returned to the Company or appropriate Employer
          within one (1) year after the disallowance of the deduction; and

     (c)  if, and to the extent, a contribution is made through a mistake of
          fact, such Company contribution shall be returned to the Company or
          appropriate Employer within one (1) year of the payment of the
          contribution.

4.9 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994.
Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994 contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u).

                                       18
<PAGE>
                                    ARTICLE V

                            MAXIMUM ANNUAL ADDITIONS

     5.1 MAXIMUM LIMITATIONS. Notwithstanding any other provisions of this Plan,
the Annual Additions to a Participant's accounts for any Limitation Year shall
not exceed the lesser of:

          (a)  $30,000, as adjusted under Code Section 415(d) or a successor
               Code Section, and the regulations thereunder; or

          (b)  25% of such Participant's Code Section 415(c)(3) compensation
               received during the Limitation Year under consideration.

     5.2 DEFINED BENEFIT PLAN FRACTION. For any Plan Year, the numerator of the
defined benefit plan fraction is the projected annual benefit of a Participant
under any defined benefit plan maintained by the Company, determined as of the
end of the Plan Year, and the denominator of the defined benefit plan fraction
is the lesser of (a) the product of 1.25 multiplied by the dollar limitation in
effect under Code Section 415(b)(1)(A) for such year, or (b) the product of 1.4
multiplied by the amount which may be taken into account under Code Section
415(b)(1)(B) with respect to such Participant under the plan for such year. For
any Plan Year in which a defined benefit plan maintained by the Company is
Top-Heavy, the 1.25 in (a) above shall be replaced by 1.0.

     5.3 DEFINED CONTRIBUTION PLAN FRACTION. For any Plan Year, the numerator of
the defined contribution plan fraction is the sum of the Annual Additions to a
Participant's account for the Plan Year under consideration and all prior Plan
Years, and the denominator of the defined contribution plan fraction is the sum
of the lesser of the following amounts determined for the current Plan Year and
for each prior year: (a) the product of 1.25 multiplied by the dollar limitation
in effect under Code Section 415(c)(1)(A) for such year or (b) the product of
1.4 multiplied by the amount which may be taken into account under Code Section
415(c)(1)(B) (or subsection (c)(7) or (8), if applicable) with respect to such
Participant under the Plan for such year. For any Plan Year in which the Plan is
a Top-Heavy Plan, the 1.25 in (a) above shall be replaced by 1.0.

     5.4 COMBINED PLAN LIMITATION. For all applicable Limitation Years, in the
event any Participant under this Plan is also a Participant under a defined
benefit plan maintained by the Company, the Annual Additions to a Participant's
accounts for any Plan Year shall not cause the sum of the Participant's Defined
Benefit Plan Fraction for such Plan Year and his Defined Contribution Plan
Fraction for such Plan Year to exceed 1.0. If the sum of the Defined Benefit
Plan Fraction and the Defined Contribution Plan Fraction shall exceed 1.0 in any
such Plan Year, the numerator of the Defined Benefit Plan Fraction shall be
adjusted so that the sum of both fractions shall not exceed 1.0 for such year.

     5.5 EXCESS ADDITIONS. In the event it is determined that the Annual
Additions to a Participant's accounts for any Plan Year would be in excess of
the limitations described in Section

                                       19
<PAGE>
5.1 herein, such Annual Additions for the Plan Year shall be reduced to the
extent necessary to bring the Annual Additions for such Plan Year within such
limitations in the following order of precedence:

          (a)  Reduction of the Participant's allocable share of the Matching
               Contribution to his Matching Contribution Account for the Plan
               Year; and

          (b)  Reduction of such Participant's share of the 401(k) Contribution
               pursuant to his Salary Reduction Agreement for the Plan Year, and
               such reduction shall be deemed to be an amendment to the
               Participant's Salary Reduction Agreement as provided in Section
               4.2.

     5.6 AMOUNT OF REDUCTION. If, and to the extent that the Annual Additions to
a Participant's Accounts is reduced in accordance with the provisions of Section
5.5(a) above, the amount of such reduction shall, subject to the limitations in
Sections 5.1 and 5.4, be allocated among the respective Accounts respectively of
all remaining Participants in the proportion that the Compensation of a
Participant bears to the total Compensation of all Participants, excluding those
affected by the limitations in Sections 5.1 and 5.4.


                                   ARTICLE VI

                      MAINTENANCE OF PARTICIPANTS' ACCOUNTS

     6.1 ALLOCATION PROCEDURE. As of each Valuation Date, the Company shall
adjust the individual accounts of each Participant and Former Participant, as
follows, in the order indicated:

          (a)  Each Participant's and Former Participant's 401(k) Account,
               Matching Contribution Account and Rollover Contribution Account
               shall be reduced by any payments received from such account since
               the prior Valuation Date.

          (b)  Subject to the provisions of Sections 5.1 and 5.4, each
               Participant's 401(k) Account shall be increased on each Valuation
               Date by the amount of 401(k) Contributions made by the Company or
               appropriate Employer on behalf of the Participant for the period
               from the prior Valuation Date to the current Valuation Date under
               the terms of the Participant's Salary Reduction Agreement.

          (c)  Subject to the provisions of Sections 5.1 and 5.4, each
               Participant's Matching Contribution Account shall be increased on
               each Valuation Date by the amount of Matching Contributions made
               on behalf of the Participant for the period from the prior
               Valuation Date to the current Valuation Date.

                                       20
<PAGE>
          (d)  Each Valuation Date, pursuant to Section 9.1(e), the value in
               each Participant's accounts (including undistributed balances of
               Former Participant's accounts and including the adjustments in
               subsections (a), (b), and (c) above but excluding Loan Accounts
               under Section 15.2), shall be proportionately increased or
               decreased so that the total of all such accounts shall equal the
               total assets of the Fund at fair market value as of the current
               Valuation Date. In determining the assets of the Fund, one half
               (1/2) of the Matching Contributions and one half (1/2) of the
               401(k) Contributions with respect to the current Valuation Date
               shall be deducted.

     Notwithstanding anything herein to the contrary, in the event the Trustees
are able to accurately record investment gains and losses of Participant's
accounts due to segregated investments or otherwise, such records shall be used
in lieu of the allocation method set forth in subsection (d) above. In all other
circumstances, the method established in subsection (d) above shall be followed.

     6.2 LATE RETIREMENT. In the event a Participant remains in the active
employ of an Employer beyond the Plan Year in which occurs his Normal Retirement
Date, the Participant shall be entitled to continue his participation in the
Plan in all respects as if he had not yet reached his Normal Retirement Date.

     6.3 ROLLOVERS

          (a)  Requirements for Rollover Contributions. If an Employee receives,
               either before or after becoming a Participant, an eligible
               rollover distribution from a qualified trust or a qualified
               annuity plan within the meaning of Section 402(c) or Section
               403(a) of the Code, then such Employee may contribute to the Plan
               an amount which does not exceed the portion of such eligible
               rollover distribution that would be includible in the gross
               income of the Employee but for the application of Section
               402(c)(1) or Section 403(a)(4) of the Code. If an Employee
               receives, either before or after becoming a Participant, a
               distribution or distributions from an individual retirement
               account, an individual retirement annuity or a simplified
               employee pension within the meaning of Section 408 of the Code,
               then such Employee may contribute to the Plan an amount which
               does not exceed the portion of such distribution or distributions
               that would be treated as a rollover contribution within the
               meaning of Section 408(d)(3) of the Code.

          (b)  Delivery of Rollover Contributions. Any rollover contribution
               pursuant to this Section shall be delivered by the Employee to
               the Trustees on or before the 60th day after the day on which the
               Employee receives the distribution or on or before such later
               date as may be prescribed by law. Any such contributions must be
               accompanied by (i) a statement of the Employee that to the best
               of his knowledge the amount so transferred meets the conditions

                                       21
<PAGE>
               specified in this Section, (ii) a copy of such documents as may
               have been received by the Employee advising him of the amount of
               and the character of such distribution, and (iii) if the Employee
               is not a Participant, an investment election under Section 9.1.
               Notwithstanding the foregoing, the Trustees shall not accept a
               rollover contribution if in its judgment, accepting such
               contribution would cause the Plan to violate any provision of the
               Code or regulations, or if such contribution would cause the
               qualified joint and survivor annuity rules of Section 401(a)(11)
               of the Code to take effect hereunder.


                                   ARTICLE VII

                                VESTED INTERESTS


     7.1 401(k) ACCOUNT AND ROLLOVER CONTRIBUTION ACCOUNT VESTING. The amounts
credited to a Participant's 401(k) Account and Rollover Contribution Account
shall be fully vested and nonforfeitable at all times.

     7.2 VESTING OF MATCHING CONTRIBUTION ACCOUNT. A Participant's matching
Contribution Account shall become vested and nonforfeitable under the following
circumstances, and to the extent indicated:

          (a)  In the event of the Participant's retirement (i) on or after his
               Normal Retirement Date, (ii) on or after his Early Retirement
               Date, or (iii) due to Disability, his vested interest shall be
               100% of his individual Matching Contribution Account.
               Notwithstanding anything herein to the contrary, a Participant
               shall be one hundred percent (100%) vested in his individual
               Matching Contribution Account upon reaching his Normal Retirement
               Date.

          (b)  In the event of the Participant's death, his vested interest
               shall be 100% of his individual Matching Contribution Account.

          (c)  In the event a Participant terminates employment prior to
               becoming eligible for retirement as set forth in subsection (a)
               or for reasons other than death, his vested interest in his
               Matching Contribution Account shall be determined from the
               following table:

                                       22
<PAGE>
<TABLE>
<CAPTION>
               Years of
               Vesting Service           Vesting Percentage
               --------------------------------------------
<S>                                      <C>
               Less than 3                 0%
               3 but less than 4          50%
               4 but less than 5          75%
               5 or more                 100%
</TABLE>

               ; provided, however, that a Participant who has 2 but less than 3
               years of Vesting Service on March 1, 1997 shall retain a 10%
               vesting percentage in his or her Matching Contribution Account
               until such time as such Participant has 3 years of Vesting
               Service, at which time such Participant's Vesting Service shall
               be determined in accordance with the vesting schedule contained
               in this Section 7.2(c), as amended.

          (d)  Effective July 1, 1996, for purposes of determining a
               Participant's vested interest in accordance with this Paragraph
               7.2, the Plan shall apply the "elapsed time" method of crediting
               Vesting Service, based upon the Participant's date of hire and as
               such method is described in Department of Labor Regulations
               Section 2530.200b-9. In accordance therewith, all Participants
               shall thereupon receive vested credit in a manner that is
               consistent with Paragraph (f) of Department of Labor Regulations
               Section 2530.200b-9; provided that, a Participant shall be
               credited with no fewer years of Vesting Service as of July 1,
               1996 than he had been credited with under the Plan as of June 30,
               1996.

          (e)  As required under Section 2(j)(ii) of that certain Group Hire
               Agreement by and between Information Resources, Inc. (the
               "Company") and Mosaic InfoForce, L.P. as to the transfer and hire
               of certain employees of the Company by Mosaic InfoForce, L.P.,
               the benefits payable under the Plan to any Participant who
               becomes employed by Mosaic InfoForce, L.P. on the date the
               transactions contemplated by the Group Hire Agreement and the
               agreements referenced therein are consummated (a "Transferred
               Participant") shall be fully vested and nonforfeitable, effective
               as of the date such Transferred Participant commences employment
               with Mosaic InfoForce, L.P. No Transferred Participant shall
               accrue additional benefits under the Plan after the date such
               Transferred Participant commences employment with Mosaic
               InfoForce, L.P. or, if later, the date of such Transferred
               Participant's termination of employment with the Company.

     7.3 REEMPLOYMENT. In the event (a) a Participant terminates his employment
for any reason other than retirement or death, (b) the Participant has less than
a 100% vested interest in his Matching Contribution Account on his Date of
Termination, and (c) such Participant is subsequently

                                       23
<PAGE>
reemployed after having suffered the greater of (i) five (5) consecutive
One-Year Periods of Severance or (ii) the number of consecutive One-Year Periods
of Severance if equal to or in excess of his Vesting Service, the Participant's
Matching Contribution Account shall remain fixed except for any net earnings
which may be allocated to such account in accordance with the provisions of
Section 6.1 (c). Upon reemployment, the Company shall set up a new Matching
Contribution Account for the reemployed Participant, primarily for accounting
purposes, such that any additional Vesting Service that the Participant is
credited with on account of his reemployment shall cause his vested interest to
increase from his vested interest prior to reemployment, but such vested
interest shall only apply to the Participant's new Matching Contribution.

     7.4 RESTORATION OF FORFEITURES. In the event a Participant who has
terminated employment resumes employment covered under the Plan prior to
incurring five (5) consecutive One-Year Periods of Severance, any forfeiture
from his Matching Contribution Account shall be restored and shall be credited
to his Matching Contribution Account as of the end of the Plan Year in which he
resumes employment, to be held and thereafter applied to provide benefits in
accordance with the provisions of the Plan, provided if such Participant has
already received a distribution in accordance with Article VIII, the provisions
of Section 8.8 are met.

     Any forfeiture so restored shall be deducted from the forfeitures otherwise
available for the Plan Year in which such restoration is made, or to the extent
such forfeitures are insufficient, shall be paid to the Fund by the Company or
appropriate Employer. See Article VIII, Section 8.12, for rules regarding
reemployment of a Participant.


                                  ARTICLE VIII

                            DISTRIBUTION OF BENEFITS

     8.1 RETIREMENT. Subject to the provisions of Section 8.7, in the event a
Participant becomes entitled to benefits because of his retirement on or after
his Normal Retirement Date or on or after his Early Retirement Date, benefit
payments shall commence as soon as administratively possible following the
actual date of retirement; provided, that with respect to an early retirement
benefit, the Participant has made a claim for benefits to the Company in
accordance with Treasury Regulation Section l.401(a)-14(c)(1)(ii). Benefit
payments shall be based on the value of the Participant's vested amount
(determined under Article VII hereof) in his or her Matching Contribution
Account, 401(k) Account, and Rollover Contribution Account, if any, determined
as of the Valuation Date immediately preceding the benefit commencement date
hereunder.

     8.2 DEATH. In the event a Participant dies in the active employ of an
Employer prior to receiving his nonforfeitable rights hereunder, benefit
payments shall commence as soon as administratively possible following the
Participant's actual date of death. Benefit payments shall be based on the value
of the Participant's Matching Contribution Account, 401(k) Account, and Rollover
Contribution Account, if any, determined as of the Valuation Date immediately
preceding

                                       24
<PAGE>
the benefit commencement date hereunder.

     8.3 DISABILITY. Subject to provisions of Section 8.7, in the event a
Participant becomes eligible for disability benefits under an Employer-sponsored
insured long-term disability plan, benefit payments shall commence as soon as
administratively possible following the actual date of disability. However, if
such disability plan benefits would be reduced by the benefits payable from this
Plan, the payment of his accounts can be deferred until the earlier of the end
of the Plan Year during which a member attains age 65 or the date as of which
the insured disability benefits cease.

     Benefit payments shall be based on the value of the Participant's Matching
Contribution Account, 401(k) Account, and Rollover Contribution Account, if any,
determined as of the Valuation Date immediately preceding the benefit
commencement date hereunder.

     8.4 TERMINATION. In the event a Participant's employment terminates for
reasons other than retirement, Disability, or death, payments shall commence as
soon as administratively possible following the actual Date of Termination;
provided that the Participant has made a claim for immediate benefit payment to
the Company in accordance with procedures established by the Plan Administrator.
Benefit payments shall be based on the value of the Participant's 401(k)
Account, Matching Contribution Account, and Rollover Contribution Account, if
any, determined as of the Valuation Date immediately preceding the date of
distribution.

     8.5 MANNER OF DISTRIBUTION. Distribution of any Participant's share in the
Fund shall be made to the person or persons entitled to such distribution by
payment in a lump sum, unless the distribution is made to an eligible retirement
plan in accordance with Section 8.10 hereof.

     8.6 BENEFICIARY. Each Participant shall designate one or more persons to
receive any distribution payable upon the death of the Participant by filing
such designation in writing with the Committee. The Participant has the right to
change and successively change his designated Beneficiary. In no event, however,
shall such designation or change of Beneficiary be valid unless the
Participant's spouse, if any, consents in writing to the designation, or change
in designation, of a Beneficiary or Beneficiaries. If the Participant has filed
no designation, the death benefits shall be paid to the Participant's spouse, if
any. If the Participant has filed no designation and there is no spouse, or if
such person or persons so designated shall have predeceased the Participant, the
death benefits shall be paid to the Participant's duly appointed and qualified
executor or administrator, or if no executor or administrator is appointed and
qualified, within sixty (60) days following receipt by the Committee of notice
of the death of the Participant, such death benefits may be paid, as the
Committee in its sole discretion may determine, to or among any one or more of
the following: the spouse, issue of the Participant, or any person or persons
found by the Committee to be equitably entitled thereto by reason of having paid
or incurred expenses on account of the funeral or the last illness of the
Participant.

     8.7 REQUIRED DISTRIBUTION DATES. In no event shall any distributions
hereunder be made later than sixty (60) days after the close of the Plan Year in
which occurs the Participant's Normal

                                       25
<PAGE>
Retirement Date, or, if later, his actual retirement. Notwithstanding the above,
distributions hereunder shall be made no later than the later of the April 1
after the close of the Plan Year in which the Participant attains age seventy
and one half (70 1/2) or retires; provided, however, that distributions to a
five percent (5%) or greater owner must commence by the April 1 of the Plan Year
following the Plan Year in which the Participant attains age seventy and one
half (70 1/2), regardless of whether or not the Participant actually retires. A
Participant who attained age seventy and one half (70 1/2) prior to 1997, but
who did not retire before January 1, 1997 may elect to stop distributions at any
time until he or she retires.

     If any distribution is made hereunder to a Participant prior to age
fifty-nine and one half (59 1/2), the Participant may be subject to a ten
percent (10%) tax based on the amount of contributions allocated to him.

     8.8 FACILITY OF PAYMENT. If the Committee shall be of the opinion, from
information deemed by it to be reliable, that a person entitled to distributions
hereunder is unable for any reason to attend to his affairs, the Committee may
direct that benefits due shall be withheld until a guardian for such person has
been duly appointed and that such benefits be paid only to such guardian; or, in
the alternative, the Committee may direct that such benefits be paid to any
relative by blood or connection by marriage of the person appearing to the
Committee to be equitably entitled to same or best qualified to apply same to
the comfort, maintenance, and support of such person. The Committee's decision
on such matters shall be conclusive and binding on all persons and parties in
interest.

     8.9 CASH-OUT. Subject to the provisions of Section 8.7, the Plan may not
make a distribution to a Participant if the value of the Participant's account
is in excess of $3,500, for Plan Years beginning before August 6, 1997, or
$5,000, for Plan Years beginning after August 5, 1997, unless the Participant
consents to such distribution.

     8.10 DIRECT ROLLOVERS. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this Section,
a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to a eligible retirement plan specified by the distributee in a direct
rollover. The following definitions shall apply for purposes of the application
of this Section:

          (a)  Eligible Rollover Distribution. An eligible rollover distribution
               is any distribution of all or any portion of the balance to the
               credit of the distributee, except that an eligible rollover
               distribution does not include: any distribution that is one of a
               series of substantially equal periodic payments (not less
               frequently than annually) made for the life (or life expectancy)
               of the distributee or the joint lives (or joint life
               expectancies) of the distributee and the distributee's designated
               beneficiary, or for a specified period of ten years or more; any
               distribution to the extent such distribution is required under
               Section 401(a)(9) of the Code; and the portion of any
               distribution that is not

                                       26
<PAGE>
               includible in gross income (determined without regard to the
               exclusion for net unrealized appreciation with respect to
               employer securities).

          (b)  Eligible Retirement Plan. An eligible retirement plan is an
               individual retirement account described in Section 408(a) of the
               Code, an individual retirement annuity described in Section
               408(b) of the Code, an annuity plan described in Section 403(a)
               of the Code, or a qualified trust described in Section 401(a) of
               the Code, that accepts the distributee eligible rollover
               distribution. However, in the case of an eligible rollover
               distribution to the surviving spouse, an eligible retirement plan
               is an individual retirement account or individual retirement
               annuity.

          (c)  Distributee. A distributee includes an employee or former
               employee. In addition, the employee's or former employee's
               surviving spouse and the employee's or former employee's spouse
               or former spouse who is the alternate payee under a qualified
               domestic relations order, as defined in Section 414(p) of the
               Code, are distributees with regard to the interest of the spouse
               or former spouse.

          (d)  Direct Rollover. A direct rollover is a payment by the Plan to
               the eligible retirement plan specified by the distributee.

     8.11 TAX WITHHOLDING ON DISTRIBUTIONS. The Trustee or other payor of any
distribution under the Plan is authorized to withhold from any distribution the
amount of any tax required by law to be withheld from such distribution and to
pay such amount over to the appropriate taxing authorities.

     8.12 REEMPLOYMENT OF A PARTICIPANT. In the event a Participant is
reemployed by the Employer prior to incurring five (5) consecutive one-year
periods of severance and the Participant had previously received a lump sum
distribution of his Accounts representing less than a one hundred percent (100%)
interest in all such Accounts, the Participant shall have the right to pay back
the amount of his lump sum distribution, and thus be entitled to a restoration
of his forfeitures in accordance with the procedures established in Section 7.4.
Such repayment shall be made not later than the earlier of five (5) consecutive
periods of severance or five (5) years from the date the Participant is
reemployed.


                                   ARTICLE IX

                              INVESTMENT DISCRETION

     9.1 DIRECTED INVESTMENT ACCOUNTS
          (a)  The Company may establish separate investment funds (including a
               Company stock fund) in which the assets of the Trust will be
               held. Upon such

                                       27
<PAGE>
               establishment, the Trustee shall, if the Plan Administrator so
               directs, and in accordance with the Trust Agreement, permit the
               Participants to direct the Trustee as to the investment of all or
               a portion of their Accrued Benefit. If such authorization is
               given by the Plan Administrator, Participants may, subject to a
               procedure established and applied in a uniform and
               nondiscriminatory manner, direct the Trustee to invest their
               Accrued Benefit in a specific investment fund or funds. To the
               extent so directed, and as permitted by law, the Trustee and the
               Plan Administrator shall be relieved of their fiduciary
               responsibilities under Section 404 of ERISA. That portion of the
               accounts of any Participant so directed will thereupon be
               considered a "Directed Investment Account," which shall not share
               in Trust Fund earnings nor be taken into consideration for
               purposes of Section 6.1. In lieu thereof, the Trustee shall,
               following the end of each Valuation Date, value all assets of the
               Trust Fund, allocate net gains or losses, and process additions
               to and withdrawals from Participants' accounts in the following
               manner:

               (i)   The Trustee shall first compute the fair market value of
                     securities and/or the other assets comprising each
                     investment fund. Each account shall be adjusted each
                     business day by applying the closing market price of the
                     investment fund on the current business day to the
                     share/unit balance of the investment fund as of the close
                     of business on the current business day.

               (ii)  The Trustee then shall account for any requests of
                     additions or withdrawals made to or from a specific
                     designated investment fund by any Participant, including
                     allocations of contributions. In completing the valuation
                     procedure described above, such adjustments in the amounts
                     credited to such accounts shall be made on the business day
                     to which the investment activity relates. Contributions
                     received by the Trustee pursuant to the Plan shall not be
                     taken into account until the Valuation Date coinciding with
                     or next following the date such contribution was both
                     actually paid to the Trustee and allocated among the
                     accounts of the Participants.

               (iii) Notwithstanding paragraphs (i) and (ii) above, if a pooled
                     investment fund is created as a designated fund for
                     Participants, valuation of the pooled investment fund and
                     allocation of earnings of the pooled investment fund shall
                     be governed by any agreement of such pooled investment
                     fund. The provisions of any agreement shall be incorporated
                     by reference in this Section 9.1.

                                       28
<PAGE>
                    It is intended that this Section 9.1 operate to distribute
                    among each Participant all income of the Trust Fund and
                    changes in the value of the assets of the Trust Fund.

               (b)  A separate Directed Investment Account shall be established
                    for each Participant who has directed an investment.
                    Transfers between a Participant's regular account, if any,
                    and his Directed Investment Account shall be charged and
                    credited as the case may be to each account.

               (c)  All investments, including that of any common stock, shall
                    be held in the name of the Trustee or one or more of its
                    nominees as provided in the Trust Agreement.

               (d)  Each Participant shall file an investment election with, and
                    on a form or in the manner provided by, the Plan
                    Administrator at the time he becomes a Participant in the
                    Plan. A Participant may change his investment fund elections
                    regarding existing accounts and future contributions
                    pursuant to procedures established by the Plan
                    Administrator, which may include daily trading via the
                    Trustee's telephonic toll-free system. A Participant also
                    may transfer amounts attributable to prior contributions
                    among the investment funds pursuant to such procedures. All
                    investments and changes must be made in multiples of one
                    percent (1%), or, for purposes of transfers only, in
                    multiples of one dollar ($1.00) (with minimum transfers to
                    be equal to the lesser of $250 or 100% of a fund account).
                    Elections shall become effective as soon as practicable
                    after receipt by the Plan Administrator, subject to such
                    limitations and restrictions as the Plan Administrator may,
                    from time to time, establish.

               (e)  If no election form has been executed by the Participant for
                    his Directed Investment Account, his entire Accrued Benefit
                    shall be invested by the Trustee pursuant to the Trust
                    Agreement.


                                    ARTICLE X

                                 ADMINISTRATION

     10.1 APPOINTMENT OF COMMITTEE. The Company may appoint at least five (5)
individuals to serve as the Committee responsible for administering the Plan.
These individuals may, but need not be, Employees of the Company. A Committee
member shall continue to serve as such until his death, resignation or
incapability, or until he shall be removed by Company. Such removal shall become
effective upon delivery to the Committee member of written notice to that
effect. Any Committee member may resign and such resignation shall become
effective thirty (30) days after

                                       29
<PAGE>
delivery of a notice thereof to the Company, or sooner, if designated by the
Company. In the event of the death, resignation or removal of any Committee
member, the Company shall appoint a successor Committee member.

     10.2 COMMITTEE RIGHTS. The Committee shall have the following powers,
rights, and duties in addition to those given it elsewhere in the Plan:

          (a)  To select a secretary, if it believes it advisable, who may, but
               need not be, an Employee of the Company;

          (b)  To determine all questions arising under the Plan, including the
               power to determine the rights or eligibility of Employees or
               Participants and their Beneficiaries, or the amount in their
               accounts under the Plan, and to remedy ambiguities,
               inconsistencies or omissions;

          (c)  To adopt such rules and regulations as, in its opinion, may be
               necessary for the proper and efficient administration of the
               Plan, provided such rules and regulations are consistent with the
               Plan;

          (d)  To enforce the Plan and the rules and regulations, if any,
               adopted by the Committee;

          (e)  To direct the Trustees as respects payments under the Plan;

          (f)  To prepare and distribute, in such manner as the Committee
               determines to be appropriate, information explaining the Plan;
               and

          (g)  To appoint or employ individuals to assist in the administration
               of the Plan and any other agents it deems advisable, including
               legal and actuarial counsel.

     10.3 RESPONSIBILITY OF COMMITTEE. In the execution of its duties according
to Section 10.2, the Committee shall, to the best of its ability, discharge its
duties:

          (a)  For the exclusive purpose of providing benefits to Participants
               and their Beneficiaries;

          (b)  For the exclusive purpose of defraying reasonable expenses for
               the administration of this Plan;

          (c)  With the care, prudence, and diligence under the circumstances
               then prevailing that a prudent man acting in like capacity and
               familiar with such

                                       30
<PAGE>
               matters would use in the conduct of an enterprise of a like
               character with like aims; and

          (d)  Solely in the interest of Participants and their Beneficiaries in
               accordance with the provisions of Title I of the Employee
               Retirement Income Security Act of 1974.

     10.4 CLAIMS PROCEDURE. Each Employee, Participant, or Beneficiary shall
submit his claim for benefits to the Committee in writing in such a form as is
permitted by the Committee. A Participant or Beneficiary shall have no right to
seek review of a denial of benefits, or to bring any action in any court to
enforce a claim for benefits prior to his filing a claim for benefits and
exhausting his rights to review under this Article.

     When a claim for benefits has been filed properly, such claim for benefits
shall be evaluated and the claimant shall be notified of the approval or the
denial within ninety (90) days after the receipt of such claim unless special
circumstances require an extension of time for processing the claim. If such an
extension of time for processing is required, written notice of the extension
shall be furnished to the claimant prior to the termination of the initial
ninety (90) day period which shall specify the special circumstances requiring
an extension and the date by which a final decision will be reached (which date
shall not be later than one hundred eighty (180) days after the date on which
the claim was filed). A claimant shall be given a written notice on which the
claimant shall be advised as to whether the claim is granted or denied, in whole
or in part. If a claim is denied in whole or in part, the claimant shall be
given written notice which shall contain (a) the specific reasons for the
denial, (b) references to pertinent Plan provisions on which the denial is
based, (c) a description of any additional material or information necessary to
perfect the claim, and an explanation of why such material or information is
necessary, and (d) the claimant's rights to seek review of the denial.

     If a claim is denied in whole or in part, the claimant shall have the right
to request that the Committee review the denial, provided that the claimant
files a written request for review with the Committee within sixty (60) days
after the date on which the claimant received written notification of the
denial. Within sixty (60) days after a request for review is received, the
review shall be made and the claimant shall be advised in writing of the
decision on review, unless special circumstances require an extension of time
for processing the review, in which case the claimant shall be given a written
notification within such initial sixty (60) day period specifying the reasons
for the extension and when such review shall be completed (provided that such
review shall be completed within one hundred twenty (120) days after the date on
which the request for review was filed). The decision on review shall be
forwarded to the claimant in writing and shall include specific reasons for the
decision and references to Plan provisions upon which the decision is based. A
decision on review shall be final and binding on all persons for all purposes.
If a claimant shall fail to file a request for review in accordance with the
procedures herein outlined, such claimant shall have no rights to review and
shall have no right to bring action in any court and the denial of the claim
shall become final and binding on all persons for all purposes.

                                       31
<PAGE>
     10.5 RULES GOVERNING COMMITTEE ACTION. In the administration of the Plan,
the following provisions shall apply where the context permits:

          (a)  A Committee member may delegate in writing any or all of his
               rights, powers, duties, and discretions to any other member, with
               the consent of the latter.

          (b)  The Committee members may act by meeting or by written statement
               without meeting, and may sign any document on behalf of the
               Committee by signing one document or by signing concurrent
               documents.

          (c)  An action or a decision of a majority of Committee members as to
               a matter shall be effective as if taken or made by all Committee
               members.

          (d)  If a Committee member is also a Participant in the Plan, he may
               not decide or determine any matter or question concerning
               distributions of any kind to be made to him, or the amount or
               nature of his benefits with him.

          (e)  If, because of the number qualified to act, there is an even
               division of opinion among the Committee members as to a matter,
               the Company shall decide the matter.

          (f)  The certificate of the majority of the Committee members or any
               person the Committee may authorize to act on their behalf as to
               any action the Committee has taken as authorized shall be
               conclusive in favor of any person relying on the certificate.

     10.6 REIMBURSEMENT. The Committee members shall be reimbursed for expenses
reasonably incurred, but no compensation shall be paid to any Committee member
as such.

     10.7 FIDUCIARY DESIGNATION. The Company and the members of the Committee
are hereby designated as "named fiduciaries" within the meaning of Section
402(a) of the Employee Retirement Income Security Act, with respect to the
operation and administration of the Plan. The Trustees, the Company, and the
Committee are hereby designated as "named fiduciaries" of the Plan with respect
to control and management of the assets of the Plan, except as it relates to
individual investment elections under Article IX. Each named fiduciary may
establish procedures for the allocation of its fiduciary responsibilities among
its members and the designation of persons other than the named fiduciaries to
carry out its fiduciary responsibilities. In addition, the Company or the
Trustees may appoint as investment manager of all or any portion of the assets
of the Fund, one or more banks, investment advisers registered under the
Investment Advisers Act of 1940 or insurance companies qualified under the laws
of more than one state to manage assets of the Fund. Each named fiduciary shall
be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan, and to the maximum extent
allowable under ERISA, may rely upon the directions,

                                       32
<PAGE>
information or actions of any other named fiduciary as being proper under the
Plan and shall not guaranty the Trust and assets of the Trust in any manner
against investment loss or depreciation in asset value.

     10.8 MISSING PARTICIPANTS. Subject to all applicable laws relating to
unclaimed property, if the Plan Administrator mails by registered or certified
mail, postage prepaid, to the last known address of a Participant or
Beneficiary, a notification that he is entitled to a distribution hereunder, and
if the notification is returned by the United States Postal Service as being
undeliverable because the addressee cannot be located at the address indicated,
and if the Plan Administrator has no knowledge of such Participant's or
Beneficiary's whereabouts within three (3) years from the date the notification
was mailed, or if within three (3) years from the date the notification was
mailed to the Participant or Beneficiary, he does not respond thereto by
informing the Plan Administrator of his whereabouts, then, and in either of
those events, upon the Valuation Date coincident with or next succeeding the
third anniversary of the mailing of the notification, the then undistributed
Accrued Benefit shall serve to reduce the Matching Contribution, if any, on that
Valuation Date or any subsequent Valuation Date; provided, however, that such
amounts shall be reinstated to the proper Participant Accounts upon a valid
claim therefor by the proper Participant or Beneficiary.


                                   ARTICLE XI

                          AMENDMENTS AND DISCONTINUANCE

     11.1 AMENDMENT OF PLAN. The provisions of this Plan may be amended at any
time and from time-to-time by the Board of Directors of the Company, provided
that no amendment:

          (a)  shall cause or permit any part of the Fund to revert to or become
               the property of the Company or to be diverted to purposes other
               than for the exclusive benefit of Participants or their
               Beneficiaries hereunder, except as provided in Section 4.8;

          (b)  shall increase the duties or liabilities of the Committee without
               its written consent; or

          (c)  shall cause the Accrued Benefit of any Participant to be
               decreased unless authority to decrease such Accrued Benefit is
               applied for and specifically granted by the Secretary of Labor.

     11.2 RIGHT TO TERMINATE. Although the Company expects to maintain this Plan
indefinitely as a continuing program, the right to terminate the provision of
benefits hereunder is unconditionally reserved by the Board of Directors of the
Company.

                                       33
<PAGE>
     11.3 MERGER OR CONSOLIDATION. In the event of any merger or consolidation
of the Plan with any other plan, or the proposed transfer of assets or
liabilities, in whole or in part, of the Fund to any other fund, the assets of
the Fund shall be transferred to the other fund only if:

          (a)  the other fund is maintained or established for the benefit of
               some or all of the Participants of this Plan;

          (b)  each Participant of this Plan would be entitled to receive a
               benefit from the other plan immediately after the date of the
               merger, consolidation or transfer, if the other plan then
               terminated, which is not less than the benefit the Participant
               was entitled to receive under the provisions of Section 11.5 of
               this Plan, if this Plan had been terminated on the date of the
               merger, consolidation, or transfer;

          (c)  resolutions of the Board of Directors of the Company and the
               board of directors of any new or successor company under the
               other plan authorize such transfer of assets; and, in the case of
               the new or successor company, its resolution includes an
               assumption of liabilities with respect to those Participants who,
               as a result of the merger, consolidation or transfer, are
               participants under the new or successor company's plan; and

          (d)  such other plan and trust are qualified under Sections 401(a) and
               501(a) of the Code.

     11.4 DISCONTINUANCE OF PLAN UPON DISSOLUTION. In the event the Company is
legally dissolved or liquidated by any procedure other than by consolidation,
merger or sale of substantially all of its assets, this Plan shall automatically
be terminated and the Fund disposed of as hereinafter provided.

     11.5 DISTRIBUTION OF FUND ON DISCONTINUANCE OF THE PLAN. In the event this
Plan shall be completely or partially terminated for any reason, or the
contributions are permanently suspended, the Company shall, after the Fund has
been evaluated and all expenses are paid, determine or cause to be determined
the respective interests of the Participants, Former Participants and
Beneficiaries affected by the Plan termination and shall authorize and direct
the Trustees to pay out such respective interests in cash or in kind to the
Participants, Former Participants and Beneficiaries within a reasonable period
of time after the date of such termination. There shall be full vesting in the
accounts of all affected Participants at the time of the complete or partial
termination of the Plan or if contributions are permanently suspended, and such
accounts shall be nonforfeitable. No Participant herein who has not yet reached
his Normal Retirement Date shall receive a lump sum distribution in excess of
$5,000 without the written consent of the Participant.

     11.6 RIGHTS AGAINST COMPANY. Neither the establishment of the Plan, nor the
payments of any benefits hereunder shall be construed as giving to any
Participant or any person whomsoever any

                                       34
<PAGE>
legal or equitable rights against the Company, an Employer, or the officers,
directors or shareholders of the Company or an Employer as such. All benefits
payable under the Plan shall be paid or provided for solely from the Fund, and
the Company or appropriate Employer shall have no liability or responsibility
other than to make contributions to such Fund as herein provided.


                                   ARTICLE XII

                              TOP-HEAVY PROVISIONS

     12.1 TOP-HEAVY PLAN. In accordance with Section 416 of the Code, the
Top-Heavy provisions as outlined in this Article XII shall come into effect for
any Plan Year in which this Plan is a Top-Heavy Plan, notwithstanding any
contrary provisions in any other Article of this Plan. If this Plan is not
Top-Heavy, then the provisions of this Article should have no force and effect.

     12.2 MINIMUM VESTING. If this Plan is considered a Top-Heavy Plan, then the
following vesting schedule will take effect in lieu of the schedule set forth in
Section 7.2(c):

<TABLE>
<CAPTION>
          Years of Vesting Service           Vesting Percentage
          ------------------------           ------------------
<S>                                          <C>
          Less than 2                                  0%
          2 but less than 3                           20%
          3 but less than 4                           50%
          4 but less than 5                           75%
          5 or more                                  100%
</TABLE>

     The schedule set forth herein shall continue to be in effect until such
time that the Plan ceases to be a Top-Heavy Plan, in which event, the provisions
of Sections 7.2(c) and 12.5 shall apply. Such schedule shall not apply to
Participants who do not complete at least one Hour of Service after the Plan
becomes a Top-Heavy Plan.

     12.3 COMPENSATION LIMIT. For any Plan Year in which this Plan is considered
a Top-Heavy Plan, the Compensation taken into account for that Plan Year on
behalf of any Employee shall be limited to a maximum of $200,000 (as adjusted in
accordance with regulations adopted by the Secretary of the Treasury).

     12.4 MINIMUM CONTRIBUTION. For any Plan Year in which this Plan is
considered a Top Heavy Plan, notwithstanding the contribution allocation
procedures outlined in Section 6.1, any Participant who is not a Key Employee
and who is not a participant in any defined benefit plan maintained by the
Company shall have a minimum amount allocated to his Matching Contribution
Account. Such minimum shall be equal to the lesser of three percent (3%) of such
Participant's compensation, which shall include base pay or salary, overtime,
bonuses, commissions and any other form of remuneration included in Section
1.415-2 of the Income Tax Regulations, or the highest amount allocated to a Key
Employee's Matching Contribution Account, expressed as a percent of

                                       35
<PAGE>
compensation for the Plan Year as aforesaid. Any required additional
contributions hereunder shall be made by the Company. For Participants who are
not Key Employees and who also are participants in any defined benefit plan
maintained by the Company, the minimum benefit required under the defined
benefit plan shall apply in lieu of the minimum contribution hereunder.

     12.5 ANTI-CUTBACK PROVISIONS. In the event that the Top-Heavy Plan
provisions come into effect, no amendment to the vesting provisions shall
deprive a Participant of his nonforfeitable right accrued to the date such
provisions come into effect. This requirement shall also apply to any amendment
to the vesting provisions made as a result of a Top-Heavy Plan ceasing to be a
Top-Heavy Plan. Upon any amendment to the vesting provisions, each Participant
with at least two (2) years of vesting Service with an Employer may elect to
have his nonforfeitable percentage computed under the Plan without regard to
such amendment. Each Participant so entitled shall be given a period of not less
than sixty (60) days following the latest of the effective date of the amendment
or the date written notice of said amendment is furnished to the Participant in
which he may make the election outlined herein. Such election shall be made in
writing to the Committee.

     12.6 AGGREGATION RULES. Notwithstanding anything to the contrary herein,
this Plan shall not be considered a Top-Heavy Plan if it is part of either a
"required aggregation group" or a "permissive aggregation group" and such
aggregation group is not top-heavy. An aggregation group will be considered
top-heavy if the sum of the present value of accrued benefits and account
balances of Key Employees is more than sixty percent (60%) of the sum of the
present value of accrued benefits and account balances for all Employees.

     The "required aggregation group" of a company includes (a) each plan of a
company in which a Key Employee participates, (b) each other plan of the company
that enables a plan covering a Key Employee to meet the nondiscrimination
requirements of Code Sections 401(a)(4) and 410, and (c) each plan or a company
which has been terminated in the five (5) Plan Years immediately preceding the
determination date. Each plan in a required aggregation group will be top-heavy
if the group is top-heavy. No plan in a required aggregation group will be
top-heavy if the group is not top-heavy.

     A "permissive aggregation group" consists of plans that are required to be
aggregated plus one or more plans (providing comparable benefits or
contributions) that are not required to be aggregated, all of which, when taken
together, meet the requirements of Code Sections 401(a)(4) or 410. If a
permissive aggregation group is top-heavy, only those plans that are part of an
underlying top-heavy required aggregation group are top-heavy. No plan in a
permissive aggregation group will be top-heavy if the group is not top-heavy.

                                       36
<PAGE>
                                  ARTICLE XIII

                                TRUST PROVISIONS

     The Trust provisions under the Plan are governed by the Trust Agreement
entered into by and between Fidelity Management Trust Company and Information
Resources, Inc., which Trust Agreement forms an integral part of this Plan, or
any successor Trust Agreement thereto.


                                   ARTICLE XIV

                     ADOPTION BY SUBSIDIARIES AND AFFILIATES

     14.1 ADOPTION BY SUBSIDIARIES AND AFFILIATES. Any employer which is a
subsidiary or affiliate of the Company may adopt the Plan by instrument to that
effect, and thereafter, if such adoption is consented to by the Board of
Directors of the Company, such employer shall be treated as an Employer under
the Plan.

     14.2 DELEGATION OF AUTHORITY. Each such adopting employer hereby
irrevocably grants to the Committee full and exclusive authority to exercise all
of the powers conferred on the Company by the terms of the Plan and to take or
refrain from taking any and all action which such employer might otherwise take
or refrain from taking with respect to the Plan, including the exclusive power
to amend or terminate the Plan, to appoint the Committee and Trustees, and to
exercise, enforce or waive any rights whatsoever which such employer might
otherwise have with respect to the Plan, and each such employer, by adopting the
Plan, irrevocably appoints the Committee as its agent for those purposes.


                                   ARTICLE XV

                                      LOANS

     15.1 LOANS TO PARTICIPANTS. Upon application by an Employee who is a
Participant or any other party-in-interest, as defined in Section 3(14) of
ERISA, the Trustee may lend such Employee or other party-in-interest an amount
such that the aggregate of all of his outstanding loans under this Plan and all
other plans maintained by the Company does not exceed the lesser of: (1) fifty
thousand dollars ($50,000) (reduced by the excess, if any, of (A) the highest
outstanding balance of loans from the Plan and all other plans maintained by the
Company during the one (1) year period ending on the day before the date on
which such loan is made over (B) the outstanding balance of loans from the Plan
and all other plans maintained by the Company on the date on which such loan is
made); or (2) an amount which does not exceed one-half (1/2) of the vested
interest of his Accrued Benefit, if any, under the Plan as of the date on which
the loan is approved. All loans shall follow a uniform, nondiscriminatory
policy. Loans

                                       37
<PAGE>
shall not be made available to Highly Compensated Employees in an amount greater
than the amount made available to other Employees.

     In addition to such rules and regulations as the Plan Administrator may
adopt, all loans shall comply with the following terms and conditions:

          (a)  An application for a loan by an Employee or other
               party-in-interest shall be made in writing to the Plan
               Administrator, whose action thereon shall be final. The Plan
               Administrator shall specify the form of the application and any
               supporting data required.

          (b)  The period of repayment for any loan shall be five (5) years,
               unless the loan is used to acquire a dwelling unit which within a
               reasonable time shall be used as the principal residence of the
               Employee or other party-in-interest, in which case the period of
               repayment shall be determined by the Plan Administrator but shall
               not be greater than twenty (20) years. Loans shall be repayable
               in substantially equal amortized installments of both principal
               and interest payable not less frequently than quarterly. Loans to
               Employees shall be repaid through automatic payroll deduction,
               and for parties-in-interest who are not Employees, on such other
               terms and conditions as the Plan Administrator deems appropriate.
               To the extent that such loan is unpaid at the time a distribution
               of such Participant's Accrued Benefit becomes payable, such
               unpaid amount shall be deducted from the amount otherwise payable
               from his Accrued Benefit. Notwithstanding the foregoing, no
               unpaid amount shall be deducted from the amount otherwise payable
               from the Accrued Benefit of any Participant who (1) becomes a
               Transferred Participant (as defined in Section 7.2(e)); (2)
               elects pursuant to Section 8.10 of this Plan to designate a
               direct rollover of his account balance in the Plan, including the
               outstanding loan note, to a qualified retirement plan maintained
               by Mosaic InfoForce, L.P. (the "Mosaic Plan"); (3) acknowledges
               the Mosaic Plan as the new obligee of the loan note involved in
               the direct rollover; and (4) accepts that the Mosaic Plan will
               administer the outstanding loan balance of the Participant
               pursuant to and in accordance with the same terms and conditions
               to which the loan note was subject prior to the direct rollover,
               until such outstanding loan note is satisfied. Any loan described
               in this Section 15.1 shall be considered an investment of the
               account from which it was borrowed. Such account shall not share
               in the allocation of earnings under the Plan to the extent of
               such loan.

          (c)  Each loan shall bear interest at a rate which is the rate being
               charged by the area banking businesses for similar well-secured
               loans.

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<PAGE>
          (d)  Each loan shall be supported by collateral equal to no more than
               fifty percent (50%) of the Employee's or other
               party-in-interest's entire vested interest in the Trust. A loan
               also shall be supported by the Employee's or other
               party-in-interest's promissory note for the amount of the loan,
               including interest, payable to the order of the Trustee. The
               promissory note shall require that the unpaid principal and
               interest will become due and payable if a loan payment is not
               made by the last day of the calendar year quarter following the
               calendar year quarter in which the installment was due and owing.
               In the event of default, foreclosure on the note and attachment
               of security will not occur until a distributable event occurs in
               the Plan.

          (e)  Each loan shall be in an amount not less than one thousand
               dollars ($1,000.00) and shall be made in increments of not less
               than ten dollars ($10.00). No more than one (1) loan may be
               outstanding at any one time.

          (f)  Each loan shall be for a period of not less than six (6) months.

15.2 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994. Loan
repayments will be suspended under this Plan as permitted under Code Section
414(u)(4).


                                   ARTICLE XVI

                                  MISCELLANEOUS

     16.1 INFORMATION TO BE FURNISHED BY PARTICIPANTS. Participants must furnish
to the Committee such evidence, data or information as the Committee considers
necessary to carry out the Plan. The benefits of the Plan for each person are on
the condition that they furnish prompt, true and complete evidence, data and
information requested by the Committee.

     16.2 EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties. Any notice required under the Plan may be waived by the person
entitled to such notice, provided that all Participants similarly situated are
treated uniformly.

     16.3 EMPLOYMENT RIGHTS. The Plan does not constitute a contract of
employment, and participation in the Plan will not give any Employee the right
to be retained in the employ of an Employer, nor any right or claim to any
benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.

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<PAGE>
     16.4 NONALIENATION OF BENEFITS. No benefits payable under the Plan shall be
subject in any manner to attachment, anticipation, alienation, sale, transfer,
pledge, encumbrance or charge, and any attempt to so attach, anticipate,
alienate, sell transfer, pledge, encumber or charge shall not be recognized. No
benefit payable under the Plan shall be subject in any manner to the debts,
contract, liabilities, engagements, or torts of any person, except as may be
required by law; provided, however, that notwithstanding anything to the
contrary specified herein, this Plan shall comply with any order or requirement
to pay under any judgment rendered pursuant to Code Section 401(a)(13)(C) or any
such successor Code Section.

     Notwithstanding anything to the contrary specified herein, in the case of a
qualified domestic relations order as defined in Section 414(p) of the Code, the
Committee shall adopt such procedures and comply with such order in accordance
with the provisions of Section 414(p) of the Code. If a qualified domestic
relations order requires that payment be made to an alternate payee prior to the
date of the Participant's "earliest retirement age" as defined in Section
414(p)(4)(B) of the Code and Section 206(d)(3)(E)(ii) of ERISA, a distribution
may be made out of the Plan to such alternate payee in accordance with the terms
of the qualified domestic relations order.

     16.5 QUALIFICATION. The Company shall apply for a ruling by the United
States Treasury Department that the Plan is qualified under Section 401(a) and
401(k) and that the fund is exempt from Federal income taxation under Section
501(a) of the Code. Any modification or amendment of the Plan may be
retroactive, as necessary or appropriate, to maintain such qualification and
exemption.

     16.6 TERMINOLOGY. Except as otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine and the
neuter, and the definition of any term in the singular may include the plural.

     16.7 APPLICABLE LAWS. Subject to the provisions of ERISA, the Plan shall be
construed, administered and governed under and by the laws of the State of
Illinois.

     16.8 CONTEXT TO CONTROL. The headings of the sections are included solely
for convenience of reference, and if there is any conflict between headings and
the text of this Plan, the text shall control.

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<PAGE>
     IN WITNESS WHEREOF, Information Resources, Inc. has caused this Amended and
Restated Plan to be executed by its Chief Executive Officer thereunto duly
authorized as of this 17th day of August, 2000.



                                            Information Resources, Inc.



                                            By:
                                               ---------------------------------
                                            Its Chief Executive Officer

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