NICHOLAS FAMILY OF FUNDS


Dear Investor:

   Enclosed  is the Master Retirement Plan package  for  the
   Nicholas  Master  Retirement  Profit  Sharing  and  Money
   Purchase plans.

   The  Internal Revenue Service has issued opinion  letters
   approving  the form of these plans. The Internal  Revenue
   Service  has categorized the Nicholas Profit Sharing  and
   Money  Purchase plans as "standardized," "paired"  plans.
   As  a  result, the individual employer-sponsors  are  not
   required to apply by submitting Form 5307 to the Internal
   Revenue Service for a determination letter with regard to
   the employer's participation in the plans unless:

   1.  The  employer ever maintained another qualified  plan
   for one or more employees who are covered by the Nicholas
   Plans,  other  than a specified paired  plan  within  the
   meaning  of  Section 7 of Rev. Proc. 89-9, 1989-6  I.R.B.
   14; or

   2.  After  December  31,1985, the  employer  maintains  a
   welfare  benefit  fund defined in Internal  Revenue  Code
   Section  419(e),  which provides post-retirement  medical
   benefits allocated to separate accounts for key employees
   as defined in Code Section 419(A)(d)(3).

   If  either  of  the two exceptions applies, the  employer
   should  request a determination letter as to whether  the
   Nicholas  Plan,  considered with  all  related  qualified
   plans   and,  if  appropriate,  welfare  benefit   funds,
   satisfies the requirements of the Internal Revenue Code.

   An  employer  who does not fall within  one  of  the  two
   exceptions who adopts one of the Nicholas Plans  will  be
   considered  to have a plan qualified under  Code  Section
   401  (a) provided all the terms of the plan are followed,
   and  the  eligibility requirements and contributions  are
   not   more  favorable  for  officers,  owners  or  highly
   compensated employees than for other employees.

   Employers  must  provide  notice  of  the  adoption   (or
   amendment)  of the Nicholas Plan(s), or if applicable  as
   described   above,  of  the  intent  to   apply   for   a
   determination letter; to interested parties in accordance
   with  the requirements of Sections 16, 17 and 18  of  IRS
   Revenue   Procedure  94-6  (or  of  any  subsequent   IRS
   pronouncement   which  may  modify  or  supersede   these
   sections of Rev. Proc. 94-6).

   We  have  enclosed a copy of the Internal Revenue Service
   opinion letters together with the Basic Plan Document and
   all  related  documents which have been approved  by  the
   Internal  Revenue Service. Employers should complete  and
   submit  separate Participation Agreements for the  profit
   sharing  plan  and  the  money  purchase  plan.  We  have
   enclosed both Participation Agreements for your  use.  Of
   course, if you intend to participate in only one  of  the
   two  plans,  your  should complete and  return  only  the
   Participation Agreement for that plan.

   We  would  like to remind all employers that the Nicholas
   Company  does  not provide plan administration  forms  or
   services.  Forms necessary for plan administration  (such
   as  a summary Plan Description, if necessary, Beneficiary
   Designations and Benefit Election and Distribution Forms)
   must   be   provided  by  the  employer  or  other   plan
   administrator designated by the employer, and  should  be
   prepared  in  consultation with legal counsel  to  ensure
   compliance with the requirements of the Internal  Revenue
   Code and ERISA.

   We  have enclosed for all employers an explanation of the
   Nicholas Master Retirement Plan which answers some of the
   most  frequently asked questions. Please keep  this  form
   for  your  reference. Also enclosed is a brief  checklist
   for  your use along with a list of custodian fees. If not
   separately  included, all fees will be  deducted  equally
   from each account.

   If   you  have  any  questions  after  looking  over  the
   information enclosed, you should contact me at
      (414) 272-6133.


                         NICHOLAS FAMILY OF FUNDS


Candace L. Lesak
                                    Vice-President

                                                  12/94



NICHOLAS MASTER RETIREMENT PLAN
FOR SELF-EMPLOYED INDIVIDUALS
As Amended to January 1, 1989
Basic Plan Document Number 01





                          SECTION 1
                              
                           PURPOSE

This  Master Plan has been established by Nicholas  Company,
inc.,  for use by self-employed individuals and partnerships
who  wish to establish retirement plans which qualify  under
the Self-Employed Individuals Tax Retirement Act of 1962, as
amended, and the Employee Retirement income Security Act  of
1974.


                          SECTION 2
                              
                         DEFINITIONS
                              
  The  following words and terms as used herein  shall  have
the following meanings:
     
(a)  BENEFICIARY  shall  mean the  person  designated  by  a
Participant   as   his   beneficiary  on   the   Beneficiary
Designation  Form,  or in the absence  thereof,  the  person
designated  in accordance with the procedure established  by
Section  7.5.  Any  designation of a non-spouse  Beneficiary
shall   be  automatically  revoked  upon  the  marriage   or
remarriage of a Participant, and the designation of any non-
spouse  Beneficiary  which  has not  been  consented  to  in
writing   by  the  Participant's  spouse  on  a  Beneficiary
Designation  Form  provided by the Plan Administrator  shall
also be automatically evoked.
     (b)   BENEFICIARY  DESIGNATION  Form  shall  mean   the
   instrument  by  which  the  Participant  designates   his
   beneficiary.
     (c)   BREAK  IN  SERVICE  shall  occur  in  any  twelve
   consecutive  month period (computation  period)  used  to
   compute a Year of Service under Section 2(ff) in which  a
   Participant  has not accumulated more than  five  hundred
   (500)  Hours of Service. A one (1) year Break in  Service
   will  not  be  deemed to have occurred during  the  first
   computation period that the Participant failed to earn at
   least five hundred and one (501) Hours of Service because
   of  (i)  pregnancy of the Participant, (ii)  birth  of  a
   child of the Participant, (iii) placement of a child  for
   adoption with the Participant, or (iv) caring for a child
   during  the period immediately following such a birth  or
   placement. A Participant who takes a leave of absence for
   one  of the above reasons shall certify on such forms  as
   are provided by the Plan Administrator that the leave was
   taken for one of the above reasons and shall supply  such
   supporting  documentation  as  shall  be  required  under
   uniform rules adopted by the Plan Administrator.
     (d)  CODE shall mean the Internal Revenue Code of  1986
   and amendments thereto.
     (e)  COMPENSATION, as elected by the  Employer  in  the
   Participation   Agreement,  shall  mean   all   of   each
   Participant's  (i) W-2 earnings or (ii) compensation  (as
   that  term is defined in section 415(c) (3) of the Code).
   For  any Self-Employed Individual covered under the Plan,
   Compensation will mean Earned Income. Compensation  shall
   include only that compensation which is actually paid  to
   the  Participant during the Applicable Period. Except  as
   provided  elsewhere in this Plan, the  Applicable  Period
   shall  be  the  period  elected by the  Employer  in  the
   Participation   Agreement  if  the  Employer   makes   no
   election, the Applicable Period shall be the Plan Year.
     Notwithstanding the above, if elected by  the  Employer
   in   the  Participation  Agreement,  Compensation   shall
   include  any amount which is contributed by the  Employer
   pursuant to a salary reduction agreement and which is not
   includible  in  the  gross income of the  Employee  under
   Sections 125, 402(a) (8), 402(h) or 403(b) of the Code.
     If   the  above  definition  of  Compensation  replaces
   another  definition of Compensation under the  Employer's
   Plan  and  is  being  adopted as part of  the  Employer's
   amendment  of its plan to comply with the Tax Reform  Act
   of  1986, the above definition of Compensation shall take
   effect  as of the first day of the first Plan Year  after
   the  Plan  Year  in which the amendment is  adopted.  The
   following  limitation, however, is effective  January  1,
   1989.
     The  annual Compensation of each Participant taken into
   account  under  the Plan for any year  shall  not  exceed
   $200,000,  as adjusted by the Secretary at the same  time
   and  in  the same manner as under Section 415 (d) of  the
   Code.  In  determining the Compensation of a  Participant
   for purposes of this limitation, the rules of Section 414
   (q)(6)  of the Code shall apply, except in applying  such
   rules, the term "family" shall include only the spouse of
   the   Participant  and  any  lineal  descendants  of  the
   Participant who have not attained age 19 before the close
   of  the year. If, as a result of the application of  such
   rules the adjusted $200,000 limitation is exceeded,  then
   the  limitation  shall  be prorated  among  the  affected
   individuals  in  proportion  to  each  such  individual's
   Compensation  as determined under this Section  prior  to
   the application of this limitation.
     OBRA  '93  COMPENSATION LIMIT:  In  addition  to  other
   applicable  limitations  set  forth  in  the  Plan,   and
   notwithstanding any other provision of the  Plan  to  the
   contrary for Plan Years beginning on or after January  1,
   1994, the annual Compensation of each Employee taken into
   account  under  the Plan shall not exceed  the  OBRA  '93
   Annual   Compensation   Limit.  The   OBRA   '93   Annual
   Compensation  Limit  is  $150,000,  as  adjusted  by  the
   Commissioner  for  increases in the  cost  of  living  in
   accordance  with  Section 401(a)(17)(B) of  the  Internal
   Revenue Code. The cost-of-living adjustment in effect for
   a  calendar  year applies to any period not exceeding  12
   months,    over   which   Compensation   is    determined
   (determination  period) beginning in such calendar  year.
   If  a  determination period consists  of  fewer  than  12
   months,  the OBRA '93 Annual Compensation Limit  will  be
   multiplied by a fraction, the numerator of which  is  the
   number  of  months in the determination period,  and  the
   denominator of which is 12.
     For  Plan Years beginning on or after January 1,  1994,
   any  reference  in  this  Plan to  the  limitation  under
   Section  401(a)(17) of the Code shall mean the  OBRA  '93
   Annual Compensation Limit set forth in this provision.
     If  Compensation for any prior determination period  is
   taken  into account in determining an employee's benefits
   accruing  in the current Plan Year, the Compensation  for
   that  prior determination period is subject to  the  OBRA
   '93  Annual  Compensation Limit in effect for that  prior
   determination period. For this purpose, for determination
   periods beginning before the first day of the first  Plan
   Year beginning on or after January 1, 1994, the OBRA  '93
   Annual Compensation Limit is $150,000.
     (f)  CUSTODIAL  AGREEMENT  shall  mean  the  instrument
   attached hereto, as amended from time to time subject  to
   the  conditions  of Section 13A of the  Plan,  which  the
   Employer shall be deemed to have adopted by executing the
   Participation Agreement.
     (g)  CUSTODIAN  shall  mean  the  bank  designated   as
   Custodian   under  the  Custodial  Agreement,   and   any
   successor  thereto. The Custodian shall  be  a  fiduciary
   under the Employee Retirement income Security Act of 1974
   (hereinafter referred to as "ERISA").
     (h) EARNED INCOME shall mean the net earnings from self-
   employment in the trade or business with respect to which
   the  Plan is established, for which personal services  of
   the  individual  are a material income-producing  factor.
   Net  earnings will be determined without regard to  items
   not included in gross income and the deductions allocable
   to  such items. Net earnings are reduced by contributions
   by  the  Employer  to  a qualified  plan  to  the  extent
   deductible  under Section 404 of the Code.  Net  earnings
   shall  be determined with regard to the deduction allowed
   to  the  Employer  by Section 164 (f)  of  the  Code  for
   taxable years beginning after December31, 1989.
     (i)  EMPLOYEE  shall mean any employee of the  Employer
   maintaining the Plan or f any other employer required  to
   be  aggregated with such Employer under Sections  414(b),
   (c), (m) or (o) of the Code. The term Employee shall also
   include  any Leased Employee deemed to be an employee  of
   any  employer described in the previous sentence  as  pro
   vided in Sections 414 (n) or (o) of the Code.
     
     (j)  EMPLOYER  shall mean the individual proprietor  or
   partnership that establishes or maintains the  Plan,  any
   "Affiliated   Employer"  and  any   successor   of   such
   establishing Employer.
     "Affiliated Employer" shall mean any corporation  which
   is  a  member  of a controlled group of corporations  (as
   defined in Section 414(b) of the Code) which includes the
   Employer;   any  trade  or  business  (whether   or   not
   incorporated) which is under common control  (as  defined
   in  Section  414(c) of the Code) with the  Employer;  any
   organization  (whether or not incorporated)  which  is  a
   member  of  an  affiliated service group (as  defined  in
   Section  414(m) of the Code) which includes the Employer;
   and  any other entity required to be aggregated with  the
   Employer pursuant to regulations under Section 414(o)  of
   the Code.
     (k)  FIVE PERCENT OWNER shall mean any person who  owns
   (or  is  considered to own within the meaning of  Section
   318 of the Code) five percent (5%) or more of the capital
   or profits interest in the Employer.
     (1)  HIGHLY  COMPENSATED EMPLOYEE shall include  highly
   compensated   active  Employees  and  highly  compensated
   former Employees.
     A  highly  compensated  active  Employee  includes  any
   Employee who performs service for the Employer during the
   determination  year and who, during the  look-back  year:
   (i) received compensation from the Employer in excess  of
   $75,000  (as adjusted pursuant to Section 415(d)  of  the
   Code);  (ii)  received compensation from the Employer  in
   excess of $50,000 (as adjusted pursuant to Section 415(d)
   of  the Code) and was a member of the top paid group  for
   such  year;  or (iii) was an officer of the Employer  and
   received  compensation during such year that  is  greater
   than  50 percent of the dollar limitation in effect under
   Section 415 (b) (1) (A) of the Code.
     The term Highly Compensated Employee also includes:
   (i)  Employees  who are both described in  the  preceding
   sentence  if the term "determination year" is substituted
   for the term "look-back year" and the Employee is one  of
   the 100 Employees who received the most compensation from
   the  Employer  during the determination  year;  and  (ii)
   Employees who are Five Percent Owners at any time  during
   the look- back year or determination year.
     If   no   officer   has  satisfied   the   compensation
   requirement of sub paragraph (iii) above during either  a
   determination  year or look-back year, the  highest  paid
   officer  for  such  year shall be  treated  as  a  Highly
   Compensated Employee.
     For  this purpose, the determination year shall be  the
   Plan  Year.  The look-back year shall be the twelve-month
   period immediately preceding the determination year.
     A  highly  compensated  former  Employee  includes  any
   Employee  who  separated from service (or was  deemed  to
   have separated) prior to the determination year, performs
   no  service  for  the Employer during  the  determination
   year,  and  was a highly compensated active Employee  for
   either  the  separation  year or any  determination  year
   ending on or after the Employee's 55th birthday.
     
     If an Employee is, during a determination year or look-
   back year, a family member of either a Five Percent Owner
   who   is  an  active  or  former  Employee  or  a  Highly
   Compensated  Employee who is one of the  10  most  highly
   compensated Employees ranked on the basis of compensation
   paid  by  the Employer during such year, then the  family
   member  and  the  Five Percent Owner  or  top-ten  highly
   compensated Employee shall be aggregated. In  such  case,
   the  family  member  and Five Percent  Owner  or  top-ten
   highly  compensated Employee shall be treated as a single
   Employee receiving compensation and Plan contributions or
   benefits  equal  to  the  sum of  such  compensation  and
   contributions or benefits of the family member  and  Five
   Percent Owner or top-ten highly compensated Employee. For
   purposes  of  this  section, family member  includes  the
   spouse, lineal ascendants and descendants of the Employee
   or  former  Employee  and  the  spouses  of  such  lineal
   ascendants and descendants.
     The  determination  of  who  is  a  Highly  Compensated
   Employee, including the determinations of the number  and
   identity of Employees in the top-paid group, the top  100
   Employees,  the number of Employees treated  as  officers
   and the compensation that is considered, will be made  in
   accordance  with  Section 414(q)  of  the  Code  and  the
   regulations thereunder.
       (m) HOUR OF SERVICE shall mean:
          (i)  Each  hour for which an Employee is paid,  or
       entitled  to payment, for the performance  of  duties
       for the Employer. These hours will be credited to the
       Employee  for  the computation period  in  which  the
       duties are per- formed; and
          (ii)  Each hour for which an Employee is paid,  or
       entitled to payment, by the Employer on account of  a
       period  of  time during which no duties are performed
       (irrespective of whether the employment  relationship
       has  terminated)  due to vacation, holiday,  illness,
       incapacity (including disability), layoff, jury duty,
       military  duty or leave of absence. No more than  501
       hours   of  service  will  be  credited  under   this
       paragraph  for any single continuous period  (whether
       or  not  such  period occurs in a single  computation
       period).   Hours   under  this  paragraph   will   be
       calculated and credited pursuant to Section 2530.200b-
       2  of  the  Department of Labor Regulations which  is
       incorporated herein by this reference; and
       (iii)  Each hour for which back pay, irrespective  of
       mitigation of damages, is either awarded or agreed to
       by  the Employer. The same hours of service will  not
       be   credited   both   under  subparagraph   (i)   or
       subparagraph (ii), as the case may be, and under this
       subparagraph (iii). These hours will be  credited  to
       the Employee 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 is made.
       
     Hours  of service will be credited for employment  with
other  members of an affiliated service group (under Section
414(m)  of  the  Code), a controlled group  of  corporations
(under Section 414(b) of the Code), or a group of trades  or
businesses under common control (under Section 414(c) of the
Code)  of which the adopting Employer is a member,  and  any
other  entity  required to be aggregated with  the  Employer
pursuant  to  Section 414(o) of the Code and the regulations
thereunder.
   Hours of service will also be credited for any individual
considered  an  Employee for purposes  of  this  Plan  under
Section  414(n)  or  Section 414(o)  of  the  Code  and  the
regulations thereunder.
   Solely  for  purposes of determining whether a  Break  in
Service,  as  defined in Section 2(c),  has  occurred  in  a
computation  period, an individual who is absent  from  work
for  maternity or paternity reasons shall receive credit for
the  Hours  of  Service  which  would  otherwise  have  been
credited to such individual but for such absence, or in  any
case  in  which such hours cannot be determined,  eight  (8)
Hours  of  Service per day of such absence. For purposes  of
this  paragraph,  an  absence from  work  for  maternity  or
paternity  reasons means an absence (i)  by  reason  of  the
pregnancy of the individual, (ii) by reason of a birth of  a
child of the individual, (iii) by reason of the placement of
a  child with the individual in connection with the adoption
of  such  child by such individual, or (iv) for purposes  of
caring  for  such  child for a period beginning  immediately
following  such  birth  or placement The  Hours  of  Service
credited under this paragraph shall be credited (i)  in  the
computation  period  in  which the  absence  begins  if  the
crediting is necessary to prevent a Break in Service in that
period,  or  (ii)  in  all  other cases,  in  the  following
computation period.
   (n)  INVESTMENT COMPANY shall mean an investment  company
as  defined  in  Internal Revenue Code Section  851(a),  for
which Nicholas Company, Inc. serves as an investment adviser
and  which  has agreed to offer shares for investment  under
this  Plan.  Investment Company Shares or Shares shall  mean
shares of capital stock of the Investment Company.
   (o)  KEY  EMPLOYEE  shall  mean any  Employee  or  former
Employee (and the Beneficiaries of such Employee) who at any
time  during the Determination Period was an officer of  the
Employer if such individual's Annual Compensation exceeds 50
percent  of the dollar limitation under Section 415(b)(1)(A)
of  the Code, an owner (or considered an owner under Section
318  of the Code) of one of the ten largest interests in the
Employer  if  such  individual's  compensation  exceeds  100
percent  of the dollar limitation under Section 415(c)(l)(A)
of  the Code, a Five Percent owner of the Employer, or a one
percent owner of the Employer who has an Annual Compensation
of   more   than   $150,000.   Annual   Compensation   means
compensation  as defined in Section 415(c)(3) of  the  Code,
but  including amounts contributed by the Employer  pursuant
to  a  salary reduction agreement which are excludible  from
the  Employee's  gross  income under  Section  125,  Section
402(a)  (8), Section 402(h) or Section 403(b) of  the  Code.
The  Determination  Period is the Plan Year  containing  the
Determination  Date and the four (4) preceding  Plan  Years.
The  determination of who is a Key Employee will be made  in
accordance  with  Section 416(i)(1)  of  the  Code  and  the
regulations thereunder.
   The  Determination Date for any Plan Year  subsequent  to
the  first  Plan Year is the last day of the preceding  Plan
Year. For the first Plan Year of the Plan, the Determination
Date is the last day of that year.
   (p) LEASED EMPLOYEE shall mean any person (other than  an
employee  of  the  recipient) who pursuant to  an  agreement
between   the  recipient  and  any  other  person  ("leasing
organization") has performed services for the recipient  (or
for  the  recipient  and  related persons  deter-  mined  in
accordance  with  Section  414(n)(6)  of  the  Code)  on   a
substantially full time basis for a period of at  least  one
year, and such services are of a type historically performed
by   employees  in  the  business  field  of  the  recipient
employer.  Contributions  or  benefits  provided  a   leased
employee  by the leasing organization which are attributable
to  services performed for the recipient employer  shall  be
treated as provided by the recipient employer.
   A  leased employee shall not be considered an employee of
the  recipient if: (i) such employee is covered by  a  money
purchase   pension  plan  providing:  (A)  a   nonintegrated
employer contribution rate of at least ten percent (10%)  of
compensation, as 4efined in Section 415(c)(3) of  the  Code,
but  including  amounts contributed  pursuant  to  a  salary
reduction agreement which are excludable from the employee's
gross  income under Section 125, Section 402(a)(8),  Section
402(h)   or  Section  403(b)  of  the  Code,  (B)  immediate
participation, and (C) full and immediate vesting; and  (ii)
leased  employees do not constitute more than twenty percent
(20%) of the recipient's nonhighly compensated workforce.
   (q)   MONEY  PURCHASE  ACCOUNT  shall  mean  the  account
established  and maintained by the Custodian  under  Section
5.1   of  the  Plan  consisting  of  that  portion  of   all
contributions of the Employer under the Money Purchase  Plan
Participation Agreement.
   (r)  NET INCOME OF THE EMPLOYER shall mean the net income
   determined  from the Employer's books in accordance  with
   generally  accepted  accounting  principles,  but  before
   deduction  for  state  and  federal  net  income   taxes,
   surtaxes and excess profits taxes and contributions under
   this  Plan, or under any other pension or retirement plan
   to which the Employer contributes.
   (s) NON-OWNER PARTNER shall mean a partner who is not  an
Owner or self-employed Individual.
   (t)      NORMAL RETIREMENT AGE shall be the age  selected
in  the Participation Agreement. If the Employer enforces  a
mandatory retirement age, the Normal Retirement Age  is  the
lesser  of  the  mandatory age or the age specified  in  the
Participation Agreement.
   (u)  OWNER shall mean a person who is the sole proprietor
of the Employer or a partner having an interest of more than
10% in the capital or profits of the Employer.
   (v)  PARTICIPANT shall mean an Employee who has satisfied
the  participation requirements established under Section  3
of this Plan.
   (w)  PARTICIPANT'S  ACCOUNT  AND/OR  PARTISIPANT  ACCOUNT
shall mean the individual investment accounts maintained  by
the   Custodian  pursuant  to  Section  5  containing   each
Participant's entire interest in the Plan.
   (x) PARTICIPATION AGREEMENT shall mean the instruments by
which the Employer adopts the Plan.
   (y)  PLAN shall mean the Nicholas Master Retirement  Plan
for  Self- Employed Individuals set forth herein, as it  may
be amended from time to time.
   (z)  PLAN  ADMINISTRATOR shall mean the  Employer  unless
other-  wise  indicated in Paragraph 6 of the  Participation
Agreement.  The  Plan  Administrator  shall  be  the   named
fiduciary under ERISA.
   (aa) PLAN YEAR means the calendar year.
   (bb)  PROFIT  SHARING  ACCOUNT  shall  mean  the  account
established  and maintained by the Custodian  under  Section
5.1 of the Plan consisting of that portion of the Employer's
contributions  under the Profit Sharing  Plan  Participation
Agreement.
   (cc)  ROLLOVER CONTRIBUTION ACCOUNT shall mean an account
established  and maintained by the Custodian under  Sections
4.6   and  5.1  of  the  Plan  consisting  of  any  rollover
contributions of the Participant as described in Section 4.6
of  the Plan. An ADEC Rollover Account shall mean a separate
Rollover  Contribution Account consisting solely of  amounts
which     represent    accumulated    deductible    employee
contributions  within the meaning of Section 72(o)(5)(B)  of
the Code.
   (dd)  SELF-EMPLOYED INDIVIDUAL shall mean  an  individual
who has Earned Income for the taxable year from the trade or
business  for  which  the  Plan  is  established;  also   an
individual who would have had Earned Income but for the fact
that  the  trade  or  business had no net  profits  for  the
taxable year.
   (ee)  VOLUNTARY  CONTRIBUTION  ACCOUNT  shall  mean   the
account  established and maintained by the  Custodian  under
Section   5.1  of  the  Plan  consisting  of  the  voluntary
contributions made by each Participant.
   (ff)  YEAR  OF SERVICE shall mean a l2 consecutive  month
period (computation period), computed with reference to  the
Employee's  date  of  employment or  anniversaries  thereof,
during which the Employee has completed at least 1000  Hours
of Service (or such lesser number of Hours of Service as the
Employer designates in the Participation Agreement).
   (gg) YEARS OF CREDITED SERVICE shall mean the total Years
of  Service  of an Employee; provided that Years of  Service
accumulated prior to a Break in Service shall not  be  given
credit  in  determining  Years of Credited  Service  for  an
Employee   who   has   not   satisfied   the   participation
requirements  established under Section 3 of this  Plan.  In
the  event  the Employer maintains the plan of a predecessor
Employer,  service for such predecessor shall be treated  as
service for the Employer.
                              
                          SECTION 3
                              
                        PARTICIPATION

     3.1 AN EMPLOYEE WHO HAS COMPLETED THE MINIMUM NUMBER OF
YEARS  OF  CREDITED  SERVICE AND  REACHED  THE  MINIMUM  AGE
REQUIRED UNDER SECTION 3(A)(I) AND (II) OF THE PARTICIPATION
AGREEMENT SHALL BECOME A PARTICIPANT ON THE FIRST DAY OF THE
PLAN  YEAR DURING WHICH HE OR SHE MEETS THE SERVICE AND  AGE
REQUIREMENTS. A FORMER PARTICIPANT WILL BECOME A PARTICIPANT
IMMEDIATELY UPON RETURNING TO THE EMPLOY OF THE EMPLOYER.
      3.2   If  this Plan provides contributions or benefits
for  one  or  more Owners who control both the business  for
which  this Plan is established and one or more other trades
or  businesses, this Plan and the plan established for  such
other  trades or businesses must, when looked at as a single
plan,  satisfy Sections 401(a) and (d) of the Code  for  the
Employees of this and all other trades or businesses.
     If this Plan provides contributions or benefits for one
or  more  Owners  who control one or more  other  trades  or
businesses, the Employees of the other trades or  businesses
must  be included in a plan which satisfies Section 401  (a)
and  (d)  of  the Code and which provides contributions  and
benefits  not less favorable than provided for  such  Owners
under this Plan.
   If  an  individual is covered as an Owner under the plans
of two or more trades or businesses which are controlled and
such  individual  controls a trade  or  business,  then  the
contributions or benefits of the Employees under the plan of
the  trades  or businesses which are controlled must  be  as
favorable as those provided for him under the most favorable
plan of the trade or business which is not controlled.
   For purposes of the preceding paragraphs, an Owner or two
or  more  Owners shall be considered to control a  trade  or
business if such Owner or such two or more Owners together:
     (i)  own the entire interest in an unincorporated trade
or business, or
     (ii)  in the case of a partnership, own more than fifty
percent  (50%) of either the capital interest or the profits
interest in such partnership.
     For  purposes of the preceding sentence, an  Owner,  or
two  or  more Owners shall be treated as owning any interest
in  a partnership which is owned, directly or indirectly, by
a  partnership which such Owner, or such two or more Owners,
are   considered  to  control  within  the  meaning  of  the
preceding sentence.
     3.3 In the event a Participant is no longer a member of
an  eligible  class of Employees and becomes  ineligible  to
participate  but has not incurred a Break in  Service,  such
Employee will participate immediately upon returning  to  an
eligible  class of Employees. If such Participant  incurs  a
Break  in Service, eligibility will be determined under  the
Break in Service rules of the Plan.
     In  the  event  an Employee who is not a member  of  an
eligible  class of Employees becomes a member of an eligible
class,  such Employee will participate immediately  if  such
Employee   has  satisfied  the  minimum  age   and   service
requirements  and would have otherwise previously  become  a
Participant
                              
                          SECTION 4
                        CONTRIBUTIONS
                              
     4.1  The Employer shall make contributions as set forth
in  paragraph 5 of the Participation Agreement  and  deliver
the  contributions to the Custodian not later than  the  due
date  for filing the Employer's income tax return, including
extensions thereof. All contributions shall be in cash.
In  the case of contributions to Profit Sharing Accounts, if
the   Employer  has  elected  in  paragraph  5(b)   of   the
Participation Agreement to have this provision  apply,  then
notwithstanding any other provisions of the  Plan,  Employer
contributions for Plan Years specified in paragraph 5(b)  of
the  Participation  Agreement shall  be  made  to  the  Plan
without  regard  to  current  or  accumulated  earnings  and
profits for the taxable year or years ending with or  within
such  Plan  Year. The Plan with respect to which the  Profit
Sharing  Account is maintained shall continue to be designed
to qualify as a profit sharing plan for purposes of Sections
401(a), 402, 412 and 417 of the Code. In the absence of such
an   election,  Employer  contributions  to  Profit  Sharing
Accounts  shall  be made out of current or  accumulated  Net
Income.
   4.2  Except  as  otherwise provided below,  the  Employer
contributions allocated on behalf of any Participant who  is
not  a Key Employee for any Plan Year shall not be less than
the  lesser  of  three  percent (3%) of  such  Participant's
Compensation  or  in  the case where  the  Employer  has  no
defined  benefit plan which designates this Plan to  satisfy
Section  401 of the Code, the largest percentage of Employer
contributions, as a percentage of the first $200,000 of  the
Key  Employee's Compensation, allocated on behalf of any Key
Employee for that year. The minimum allocation is determined
without  regard  to  any Social Security  contribution.  For
purposes  of  computing the minimum allocation, Compensation
shall  mean Compensation as defined in Section 2(e)  of  the
Plan. This Section shall not apply to any Participant to the
extent  the Participant is covered under any other  plan  or
plans  of  the  Employer and the Employer  has  provided  in
paragraph 13 of the Participation Agreement that the minimum
allocation or benefit requirement will be met in  the  other
plan or plans.
   4.3  During any Plan Year prior to January 1,  1988,  any
Participant may voluntarily contribute to the Plan an amount
equal to not more than ten percent (10%) of his Compensation
or  Earned  Income. This limitation applies in the aggregate
to voluntary contributions by any Participant to two or more
plans maintained by the same Employer.
   If  an  Owner  is  covered under any other  self-employed
retirement plan qualified under Section 401 of the  Internal
Revenue Code to which he makes voluntary contributions,  the
total   amount  of  voluntary  contributions  to  all   such
qualified  plans shall be taken into account in  determining
the maximum voluntary contributions for such Owner under the
preceding paragraph.
   This    Plan   will   not   accept   voluntary   Employee
contributions  for Plan Years beginning after  December  31,
1987.  Employee contributions for Plan Years beginning after
December  31,  1986,  will be limited  so  as  to  meet  the
nondiscrimination test of Section 401(m) of the Code.
   4.4 A Participant may at any time withdraw the amount  of
his  Voluntary  Contributions  Account,  provided  that  the
entire amount in such Voluntary Contributions Account (based
upon  the  published market value of the Investment  Company
shares  on  the  close  of trading on  the  day  before  the
withdrawal is accomplished) is withdrawn at such  time,  and
also provided that if the Participant is married, his or her
spouse   consents   in  writing  to  the   withdrawal.   Any
Participant  who  shall  elect  to  withdraw  his  voluntary
contributions  shall  not  be  permitted  to  make   further
voluntary contributions for a period of one year.
   4.5  Except as provided in Section 6.1 of this  Plan  and
Section  4.3  of  the Custodial Agreement, no  contributions
made  by  the Employer nor any assets held by the  Custodian
shall  ever  revert to the Employer or ever be  diverted  to
purposes  other  than  for  the  exclusive  benefit  of  the
Participants and their beneficiaries.
   4.6 An Employee may transfer to the Plan accrued benefits
attributable  to employer contributions, or  to  accumulated
deductible  employee  contributions within  the  meaning  of
Section  72(o)(5)(B) of the Code, from  another  plan  which
meets  the  requirements  of Section  401(a)  of  the  Code,
provided  that  the distribution of such benefits  qualifies
under the requirements of Section 402(a)(5) of the Code  for
treatment  as  a  tax-flee rollover. The Plan  Administrator
shall   develop  such  procedures,  and  may  require   such
information  from  an  Employee  desiring  to  make  such  a
transfer,  as  the  Plan Administrator  deems  necessary  to
determine   that  the  proposed  transfer  will   meet   the
requirements  of  the  Code.  Upon  approval  by  the   Plan
Administrator the amount transferred shall be deposited with
the   Custodian  and  shall  be  credited  to   a   Rollover
Contribution Account, or in the case of amounts representing
accumulated  deductible  employee contributions  within  the
meaning of Section 72(o)(5)(B), to an ADEC Rollover Account,
which  shall be established and maintained by the  Custodian
for  that purpose. An Employee shall at all times have a one
hundred  percent  (100%)  vested interest  in  his  Rollover
Contribution Account or ADEC Rollover Account, but shall not
share  in Employer contributions hereunder by reason of  the
Employee's  Rollover Contribution Account or  ADEC  Rollover
Account  Subject to Section 7 relating to Joint and Survivor
Annuity  requirements (if applicable), the  Participant  may
withdraw  any part of the ADEC Rollover Account by making  a
written   application   to  the  Plan  Administrator.   Upon
termination   of  employment,  the  total  amount   of   the
Employee's  Rollover Contribution Account or  ADEC  Rollover
Account shall be distributed in accordance with Section 7.
                              
                          SECTION 5
                              
                   ACCOUNTS OF PARTICIPANT
                              
     5.1 The Custodian shall cause to be maintained for each
Participant  (a)  a  separate Profit Sharing  Account  which
shall  consist of that portion of all contributions  of  the
Employer   under   the   Employer's  Profit   Sharing   Plan
Participation  Agreement allocated to a Participant;  (b)  a
separate Money Purchase Account which shall consist of  that
portion  of  all  contributions of the  Employer  under  the
Employer's  Money  Purchase  Plan  Participation   Agreement
allocated   to  a  Participant;  (c)  a  separate  Voluntary
Contribution Account for the voluntary contributions made by
each  Participant;  and  (d) in the event  of  any  rollover
contributions as described in Section 4.6, separate Rollover
Contribution and/or ADEC Rollover Accounts for such rollover
contributions.
     5.2  Contributions by or on behalf of all  Participants
under the Plan shall be transferred to the Custodian by  the
Employer and shall be invested by the Custodian in whole  or
fractional  Investment  Company  Shares.  All  contributions
transferred to the Custodian shall be allocated, pursuant to
the  written  instructions  of  the  Plan  Administrator  as
provided  under  the  Custodial Agreement,  to  accounts  of
Employees eligible to participate in the Plan as defined  in
paragraph  3(a)  of  the Participation Agreement  (including
eligible Employees who have died or retired during such Plan
Year), provided that for the Plan Year beginning January  1,
1989, no such allocation shall be made to the account of any
Employee  (a  "1989 Terminee") who is otherwise eligible  to
participate  under  Paragraph  3(a)(i)  and  (ii)   of   the
Participation Agreement and who terminates employment during
such Plan Year (other than by reason of death or retirement)
and is not an Employee as of the last day of such Plan Year.
All   1989  Terminees  shall  nevertheless  be  treated   as
benefiting  under  the  Plan pursuant to  Proposed  Treasury
Regulations  Sections  1.401(a)(26)-8(b)(6)  and   1.410(b)-
10(b)(2). Employer contributions under Paragraph  5  of  the
Profit Sharing Plan Participation Agreement (Paired Plan 01-
001)  shall  be allocated to each Participant in  the  ratio
that   such   Participant's  Compensation   bears   to   the
Compensation  of  all  Participants. Employer  contributions
under   the  Money  Purchase  Plan  Participation  Agreement
(Paired  Plan 01-002) shall be allocated to each Participant
in  an  amount equal to the amount contributed on behalf  of
such  Participant under Paragraph 5(a) of the Money Purchase
Plan  Participation Agreement Each Participant shall  direct
the Plan Administrator as to the specific Investment Company
Shares to be purchased for the Participant's Account(s). The
Plan  Administrator shall then provide written  instructions
to  the  Custodian,  in form acceptable  to  the  Custodian,
designating  the specific Investment Company  Shares  to  be
purchased for each Participant's Account(s), as directed  by
the  Participant  All  income, dividends  and  capital  gain
distributions received on the Investment Company Shares held
in  each  Participant Account shall be  reinvested  in  such
Shares,  which  shall  be  credited  to  such  Account.  All
contributions  made by or on behalf of each Participant  and
all  investments  made  with  such  contributions,  and  the
earnings thereon, shall immediately become and at all  times
remain fully vested and nonforteitable.
   5.3  Investment Company Shares acquired by the  Custodian
   shall  be registered in the name of the Custodian or  its
   nominee.  The  Participant  for  whom  such  shares   are
   acquired shall be the beneficial owner of all such shares
   held in the Custodial Account and shall have the right to
   diect the manner of voting such stock.
   5.4  At  the  close of each calendar year  the  Custodian
   shall, taking into account the contributions during  said
   calendar  year, determine as of the end of such  calendar
   year the fair market value of each Participant account.
   5.5  In the event the Employer's plan fails to attain  or
   retain  its  status  as a qualified plan,  the  Custodian
   shall  segregate  the assets affected  thereby  from  the
   assets  of  the  master  custodial  account  as  soon  as
   administratively feasible.

                          SECTION 6
                              
                 LIMITATIONS ON ALLOCATIONS

   6.1 PARTICIPANTS NOT COVERED BY OTHER PLANS.
   
     (a) If the Participant does not participate in, and has
   never  participated in another qualified plan  maintained
   by  the Employer or a welfare benefit fund, as defined in
   Section 419(e) of the Cede maintained by the Employer, or
   an  individual  medical account, as  defined  in  Section
   415(1)(2) of the Code, maintained by the Employer,  which
   provides  an  Annual  Addition as defined  in  Subsection
   6.5(a) of this Plan, the amount of Annual Additions which
   may  be  credited  to the Participant's account  for  any
   Limitation Year will not exceed the lesser of the Maximum
   Permissible  Amount or any other limitation contained  in
   this  Plan.  If  the  Employer  contribution  that  would
   otherwise   be   contributed   or   allocated   to    the
   Participant's  account would cause the  Annual  Additions
   for the Limitation Year to exceed the Maximum Permissible
   Amount,  the  amount  contributed or  allocated  will  be
   reduced  so  that the Annual Additions for the limitation
   Year will equal the Maximum Permissible Amount
     (b)  Prior  to  determining  the  Participant's  actual
   Compensation  for the Limitation Year, the  Employer  may
   determine   the   Maximum  Permissible   Amount   for   a
   Participant  on the basis of a reasonable  estimation  of
   the  Participant's Compensation for the Limitation  Year,
   uniformly   determined  for  all  Participants  similarly
   situated.
     (c)  As soon as is administratively feasible after  the
   end  of  the  Limitation  Year, the  Maximum  Permissible
   Amount for the Limitation Year will be determined on  the
   basis  of the Participant's actual Compensation  for  the
   Limitation Year.
     (d) If pursuant to Subsection 6.1(c) there is an excess
   amount, the excess will be disposed of as follows:
       (i)     Any    nondeductible    voluntary    Employee
       contributions,  to the extent they would  reduce  the
       excess amount, will be returned to the Participant;
       (ii) If after the application of subparagraph (i)  an
       excess  amount  still exists, and the Participant  is
       covered  by  the  Plan at the end of  the  Limitation
       Year,  the excess amount in the Participant's account
       will  be  used  to reduce Employer contributions  for
       such  Participant  in the next Limitation  Year,  and
       each succeeding Limitation Year if necessary.
       (iii)  If after the application of paragraph  (i)  an
       excess  amount  still exists, and the Participant  is
       not  covered  by the Plan at the end of a  Limitation
       Year, the excess amount will be held unallocated in a
       suspense account The suspense account will be applied
       to  reduce  future  Employer  contributions  for  all
       remaining  Participants in the next Limitation  Year,
       and each succeeding Limitation Year if necessary.
       (iv)  If  a suspense account is in existence  at  any
       time  during  a  Limitation  Year  pursuant  to  this
       section,  the suspense account shall be  invested  by
       the  Custodian  in  whole  or  fractional  Investment
       Company Shares. If a suspense account is in existence
       at  any time during a particular Limitation Year, all
       amounts in the suspense account must be allocated and
       reallocated  to  Participants'  accounts  before  any
       Employer or any Employee contributions may be made to
       the Plan for that Limitation Year. Excess amounts may
       not   be   distributed  to  Participants  or   former
       Participants. In the event of termination of the Plan
       the suspense account shall revert to the Employer  to
       the  extent  it  may  not then be  allocated  to  any
       Participant's account.
       
       6.2 PARTICIPANTS COVERED BY OTHER MASTER OR  PROTOTYPE
           DEFINED CONTRIBUTION PLANS.
       
     (a) This subsection applies if, in addition to this
   Plan, the Participant is covered under another qualified
   master or prototype defined contribution plan maintained
   by the Employer, a welfare benefit fund, as defined in
   Section 419(e) of the Code maintained by the Employer, or
   an individual medical account, as defined in Section
   415(1)(2) of the Code, maintained by the Employer, which
   provides an Annual Addition as defined in Subsection
   6.5(a), during any Limitation Year. The Annual Additions
   which maybe credited to a Participant's Account under
   this Plan for any such Limitation Year will not exceed
   the Maximum Permissible Amount reduced by the Annual
   Additions credited to a Participant's account under the
   other plans and welfare benefit funds for the same
   Limitation Year. If the Annual Additions with respect to
   the Participant under other defined contribution plans
   and welfare benefit funds maintained by the Employer are
   less than the Maximum Permissible Amount and the Employer
   contribution that would otherwise be contributed or
   allocated to the Participant's account under this Plan
   would cause the Annual Additions for the Limitation Year
   to exceed this limitation, the amount contributed or
   allocated will be reduced so that the Annual Additions
   under all such plans and funds for the Limitation Year
   will equal the Maximum Permissible Amount If the Annual
   Additions with respect to the Participant under such
   other defined contribution plans and welfare benefit
   funds in the aggregate are equal to or greater than the
   Maximum Permissible Amount, no amount will be contributed
   or allocated to the Participant's account under this Plan
   for the Limitation Year.
     (b) Prior to determining the Participant's actual
   Compensation for the Limitation Year, the Employer may
   determine the Maximum Permissible Amount for a
   Participant in the manner described in Subsection 6.1(b).
     (c)  As soon as is administratively feasible after  the
   end  of  the  Limitation  Year, the  Maximum  Permissible
   Amount for the Limitation Year will be determined on  the
   basis  of the Participant's actual Compensation  for  the
   Limitation Year.
     (d) If, pursuant to Subsection 6.2(c) or as a result of
   the  allocation  of  forfeitures, a Participant's  Annual
   Additions  under  this Plan and such  other  plans  would
   result  in  an excess amount for a Limitation  Year,  the
   excess  amount  will be deemed to consist of  the  Annual
   Additions  last  allocated, except that Annual  Additions
   attributable  to  a  welfare benefit fund  or  individual
   medical  account  will be deemed to have  been  allocated
   first regardless of the actual allocation date.
     (e)  If an excess amount was allocated to a Participant
   on  an allocation date of this Plan which coincides  with
   an  allocation  date of another plan, the  excess  amount
   attributed to this Plan will be the product of:
       (i)   the  total excess amount allocated as  of  such
       date, times
       (ii)  the ratio of (A) the Annual Additions allocated
       to the Participant for the Limitation Year as of such
       date   under  this  Plan  to  (B)  the  total  Annual
       Additions  allocated  to  the  Participant  for   the
       Limitation  Year as of such date under this  and  all
       the  other  qualified  master  or  prototype  defined
       contribution plans.
   (f)  Any  excess amount attributed to this plan  will  be
   disposed in the manner described in Subsection 6.1(d).
   
      6.3 PARTICIPANTS COVERED BY OTHER NON-MASTER  OR  NON-
          PROTOTYPE DEFINED CONTRIBUTION PLANS.

     If  the  Participant is covered under another qualified
defined  contribution plan maintained by the Employer  which
is  not  a master or prototype plan, Annual Additions  which
may be credited to the Participant's
account  under  this Plan for any Limitation  Year  will  be
limited in accordance with Subsections 6.2(a) through  62(f)
as  though  the  other plan were a master or prototype  plan
unless  the Employer provides other limitations in paragraph
10(a) of the Participation Agreement.

      6.4 EMPLOYERS WITH DEFINED BENEFIT PLAN.
   
   If the Employer maintains, or at any time maintained, a
qualified defined benefit plan covering any Participant in
this Plan, the sum of the Participant's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not
exceed 1.0 in any Limitation Year. The Annual Additions
which may be credited to the Participant's account under
this Plan for any Limitation Year will be limited in
accordance with paragraph 10(0) of the Participation
Agreement
   
   6.5 DEFINITIONS.
   (A)  ANNUAL  ADDITIONS: The sum of the following  amounts
   credited  to  a Participant's account for the  Limitation
   Year:
       (i)  Employer contributions,
       (ii) Employee contributions,
       (iii) forfeitures, and
       (iv)  amounts allocated, after March 31, 1984, to  an
       individual medical account, as defined in Section 415
       (1)  (2)  of the Code, which is part of a pension  or
       annuity  plan maintained by the Employer are  treated
       as  Annual Additions to a defined contribution  plan.
       Also,  amounts  derived  from contributions  paid  or
       accrued  after  December 31, 1985, in  taxable  years
       ending  after  such date, which are  attributable  to
       post-retirement  medical benefits, allocated  to  the
       separate  account of a Key Employee,  as  defined  in
       Section  419A(d)  (3) of the Code,  under  a  welfare
       benefit  fund,  as defined in Section 419(e)  of  the
       Code,  maintained  by  the Employer  are  treated  as
       Annual Additions to a defined contribution plan.
     For  this  purpose,  any excess  amount  applied  under
   Subsections  6.1(d)  or 62(f) in the Limitation  Year  to
   reduce  Employer contributions will be considered  Annual
   Additions for such Limitation Year.
     (b) COMPENSATION: A Participant's Earned Income, wages,
   salaries,  and fees for professional services  and  other
   amounts  received for personal services actually rendered
   in the course of employment with the Employer maintaining
   the Plan (including, but not limited to, commissions paid
   salesmen,  compensation for services on the  basis  of  a
   percentage of profits, commissions on insurance premiums,
   tips and bonuses), and excluding the following:
       (i)   Employer  contributions to a plan  of  deferred
       compensation   which  are  not  includible   in   the
       Employee's gross income for the taxable year in which
       contributed,  or  Employer  contributions   under   a
       simplified  employee pension plan to the extent  such
       contributions are deductible by the Employee, or  any
       distributions from a plan of deferred compensation;
       (ii)   Amounts  realized  from  the  exercise  of   a
       nonqualified  stock option, or when restricted  stock
       (or  property)  held by the Employee  either  becomes
       freely  transferable  or is no longer  subject  to  a
       substantial risk of forfeiture;
       (iii)  Amounts  realized from the sale,  exchange  or
       other disposition of stock acquired under a qualified
       stock option; and
       (iv)   other  amounts  which  received  special   tax
       benefits,  or  contributions  made  by  the  Employer
       (whether  or not under a salary reduction  agreement)
       towards  the  purchase  of an  annuity  described  in
       Section  403(0) of the Internal Revenue Code (whether
       or  not the amounts are actually excludible from  the
       gross income of the Employee).
   For purposes of applying the limitations of this section,
   Compensation  for  a Limitation Year is the  Compensation
   actually  paid or includible in gross income during  such
   Limitation Year.
     (c) DEFINED BENEFIT FRACTION: A fraction, the numerator
of  which  is the sum of the Participant's projected  annual
benefits under all the defined benefit plans (whether or not
terminated)  maintained by the Employer, and the denominator
of  which  is  the  lesser  of 125  percent  of  the  dollar
limitation determined for the Limitation Year under Sections
415(0)  and  (d) of the Code or 140 percent of  the  Highest
Average   Compensation,  including  any  adjustments   under
Section 415(0) of the Code.
     Notwithstanding  the above, if the  Participant  was  a
   Participant  as of the first day of the first  Limitation
   Year  beginning after December31, 1986, in  one  or  more
   defined  benefit plans maintained by the  Employer  which
   were in existence on May 6, 1986, the denominator of this
   fraction will not be less than 125 percent of the sum  of
   the   annual   benefits  under  such  plans   which   the
   Participant  had  accrued as of the  close  of  the  last
   Limitation  Year  beginning  before  January   1,   1987,
   disregarding  any changes in the terms and conditions  of
   the  plan  after  May  5,  1986. The  preceding  sentence
   applies  only  if the defined benefit plans  individually
   and  in  the  aggregate  satisfied  the  requirements  of
   Section  415  of  the  Code  for  all  Limitation   Years
   beginning before January 1, 1987.
     (d) DEFINED CONTRIBUTION DOLLAR LIMITATION: $30,000  or
if   greater,  one-fourth  of  the  defined  benefit  dollar
limitation set forth in Section 415(0)(1) of the Code as  in
effect for the Limitation Year.
     (e)  DEFINED  CONTRIBUTION FRACTION:  A  fraction,  the
numerator of which is the sum of the Annual Additions to the
Participant's  account  under all the  defined  contribution
plans (whether or not terminated) maintained by the Employer
for  the  current and all prior Limitation Years  (including
the  Annual  Additions  attributable  to  the  Participant's
nondeductible employee contributions to all defined  benefit
plans,   whether  or  not  terminated,  maintained  by   the
Employer,  and  the  Annual Additions  attributable  to  all
welfare benefit funds, as defined in Section 419(e)  of  the
Code, and individual medical accounts, as defined in Section
415(1)(2) of the Code, maintained by the Employer), and  the
denominator  of  which is the sum of the  maximum  aggregate
amounts  for the current and all prior Limitation  Years  of
service  with the Employer (regardless of whether a  defined
contribution  plan  was  maintained by  the  Employer).  The
maximum  aggregate  amount in any  Limitation  Year  is  the
lesser  of  125 percent of the dollar limitation  determined
under  Sections 415(0) and (d) of the Code in  effect  under
Section  415(c)(1)(A)  of the Code  or  35  percent  of  the
Participant's Compensation for such year.
     If  the Employee was a Participant as of the end of the
first  day  of  the  first Limitation Year  beginning  after
December 31, 1986, in one or more defined contribution plans
maintained by the Employer which were m existence on May  6,
1986, the numerator of this fraction will be adjusted if the
sum  of this fraction and the Defined Benefit Fraction would
otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment, an amount equal to the product of (1) the excess
of  the  sum  of  the  fractions  over  1.0  times  (2)  the
denominator of this fraction, will be permanently subtracted
from  the  numerator  of this fraction.  The  adjustment  is
calculated using the fractions as they would be computed  as
of  the  end  of  the last Limitation Year beginning  before
January  1, 1987, and disregarding any changes in the  terms
and conditions of the Plan made after May 5, 1986, but using
the   Section  415  limitation  applicable  to   the   first
Limitation Year beginning on or after January 1, 1987.
     The  Annual Addition for any Limitation Year  beginning
before January 1, 1987, shall not be recomputed to treat all
Employee contributions as Annual Additions.
     (f)  EMPLOYER: For purposes of this Section 6, Employer
shall  mean  the  Employer that adopts this  Plan,  and  all
members of a controlled group of corporations (as defined in
Section  414(0) of the Code as modified by Section  415(0)),
all commonly controlled trades or businesses (as defined  in
Section  414(c) as modified by Section 415(0)) or affiliated
service  groups (as defined in Section 414(m)) of which  the
adopting  Employer is a part, and any other entity  required
to  be  aggregated with the Employer pursuant to regulations
under Section 414(0) of the Code.
     (g)  EXCESS  AMOUNT:  The excess of  the  Participant's
Annual  Additions for the Limitation Year over  the  Maximum
Permissible Amount
     (h)   HIGHEST   AVERAGE   COMPENSATION:   The   average
Compensation for the three consecutive Years of Service with
the  Employer that produces the highest average. A  Year  of
Service  with  the  Employer is the  12-  consecutive  month
period defined in Section 2(gg) of this Plan.
     (i)   LIMITATION  YEAR:  A  calendar   year,   or   the
12~onsecutive  month  period  elected  by  the  Employer  in
paragraph  12 of the Participation Agreement. All  qualified
plans   maintained  by  the  Employer  must  use  the   same
Limitation  Year. If the Limitation Year  is  amended  to  a
different  12~onaecutive month period,  the  new  Limitation
Year  must  begin  on a date within the Limitation  Year  in
which the amendment is made.
     (j)  Master or Prototype Plan: A plan the form of which
is  the  subject  of  a favorable opinion  letter  from  the
Internal Revenue Service.
     (k)   Maximum  Permissible Amount: The  maximum  Annual
Addition  that  may  be  contributed  or  allocated   to   a
Participant's account under the Plan for any Limitation Year
shall not exceed the lesser of:
     (i)  the Defined Contribution Dollar Limitation, or
    (ii)  25 percent of the Participant's Compensation for
the Limitation Year.
   The  Compensation limitation referred to in  Subparagraph
(ii)  shall  not  apply  to  any  contribution  for  medical
benefits  (within the meaning of Section 401(h)  or  Section
419A(f)(2)  of  the Code which is otherwise  treated  as  an
Annual Addition under Section 415(l)(l) or 419A(d)(2) of the
Code.
If  a  short  Limitation  Year  is  created  because  of  an
amendment  changing  the  Limitation  Year  to  a  different
l2consecutive  month period, the Maximum Permissible  Amount
will  not  exceed the Defined Contribution Dollar Limitation
multiplied by the following fraction:

        NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
                             12

     (1)  PROJECTED  ANNUAL BENEFIT: The  annual  retirement
benefit (adjusted to an actuarially equivalent straight life
annuity if such benefit is expressed in a form other than  a
straight  life  annuity  or  qualified  joint  and  survivor
annuity)  to  which the Participant would be entitled  under
the terms of the Plan assuming:
       (i)   the Participant will continue employment  until
       Normal Retirement Age under the Plan (or current age,
       if later), and
       (ii)  the Participant's Compensation for the  current
       Limitation  Year and all other relevant factors  used
       to  determine  benefits under the  Plan  will  remain
       constant for all future Limitation Years.

                          SECTION 7
                              
                     PAYMENT OF BENEFFIS

     7.1   For   purposes   of  this   Section,   the   term
"Participant"  shall mean an Employee  who  has  received  a
contribution  to his Participant account and who  retains  a
balance  in  such account A Participant who  dies,  retires,
terminates service with the Employer or who is a Participant
on the date the Plan terminates shall have the right to have
the  balance  of his account(s) applied for his benefit  For
purposes  of  making lump sum distributions,  or  purchasing
annuity   contracts,   the  value  of   such   Participant's
account(s) shall be based upon the published market value of
the Investment Company Shares on the close of trading on the
day before the distribution is made.
     7.2   (a)  Upon  retirement  or  termination   of   the
Participant's services with the Employer if the value of the
Participant's Account Balance(s) derived from  Employer  and
Participant  contributions is not greater than  $3,500,  the
Participant will receive a distribution of the value of  his
Account  Balance(s). However, no distribution shall be  made
pursuant  to the preceding sentence after the first  day  of
the  first  period  for which an amount is  received  as  an
annuity  unless the Participant and his or tier  Spouse  (or
the  Participant's Surviving Spouse) consent in  writing  to
such distribution.
     (b)  If the value of a Participant's Account Balance(s)
derived  from Employer and Participant contributions exceeds
(or  at the time of any prior distribution exceeded) $3,000,
and  the  Account Balance(s) are Immediately  Distributable,
the  Participant  and  the Participant's  Spouse  (or  where
either the Participant or the Spouse has died, the survivor)
must consent to any distribution of such Account Balance(s).
The  consent of the Participant and the Participant's Spouse
shall be obtained in writing within the 90-day period ending
on  the Annuity Starting Date. The Annuity Starting Date  is
the  first  day of the first period for which an  amount  is
paid as an annuity or any other form. The Plan Administrator
shall notify the Participant and the Participant's Spouse of
the  right to defer any distribution until the Participant's
Account  Balance(s) are no longer Immediately Distributable.
Such notification shall include a general description of the
material features, and an explanation of the relative values
of,  the optional forms of benefit available under the  Plan
in  a  manner that would satisfy the notice requirements  of
Section 417(a)(3) of the Code, and shall be provided no less
than  30  days and no more than 90 days prior to the Annuity
Starting  Date.  If a distribution is one to which  Sections
401(a)(11)  and  417  of the Internal Revenue  Code  do  not
apply,  such  distribution may commence less  thin  30  days
after  the  notice required under Section 1.411(a)-11(c)  of
the Income Tax Regulations is given, provided that:
       (i)   the  Plan  Administrator  clearly  informs  the
       Participant  that the Participant has a  right  to  a
       period of at least 30 days after receiving the notice
       to consider the decision of whether or not to elect a
       distribution   (and,  if  applicable,  a   particular
       distribution option), and
       (ii)  the  Participant, after receiving  the  notice,
       affirmatively elects a distribution.
     Notwithstanding  the  foregoing, only  the  Participant
need  consent to the commencement of a distribution  in  the
form  of  a  Qualified Joint and Survivor Annuity while  the
Account    Balance(s)    are   Immediately    Distributable.
(Furthermore,  with  respect  to  any  Profit  Sharing  Plan
Account Balance(s), only the Participant need consent to the
distribution  of  Account Balance(s)  that  are  Immediately
Distributable.)  Neither the consent of the Participant  nor
the  Participant's Spouse shall be required  to  the  extent
that a distribution is required to satisfy Section 401(a)(9)
or Section 415 of the Code. In addition, upon termination of
this  Plan  if  the  Plan does not offer an  annuity  option
(purchased  from  a commercial provider), the  Participant's
Account  Balance(s) may, without the Participant's  consent,
be  distributed to the Participant or transferred to another
defined  contribution  plan (other thin  an  employee  stock
ownership plan as defined in Section 4975(e)(7) of the Code)
within the same controlled group.
     An  account balance is Immediately Distributable if any
part  of  the  account balance could be distributed  to  the
Participant  (or  Surviving Spouse) before  the  Participant
attains  (or would have attained if not deceased) the  later
of Normal Retirement Age or age 62.
     For  purposes of determining the applicability  of  the
foregoing consent requirements to distributions made  before
January 1, 1989, the Participant's Account Balance(s)  shall
not  include amounts attributable to accumulated  deductible
employee   contributions  within  the  meaning  of   Section
72(o)(5)(B) of the Code.
     7.3  (a) TIME OF PAYMENT Unless the Participant  elects
otherwise, distribution of benefits will begin no later than
the  60th day after the latest of the close of the Plan Year
in which:
       (i)   the  Participant  attains  age  65  (or  Normal
       Retirement Age, if earlier);
       (ii) occurs the 10th anniversary of the year in which
       the  Participant commenced participation in the Plan;
       or,
       (iii)  the  Participant terminates service  with  the
       Employer.
     (b)  ELECTION. A Participant may elect to have  benefit
   payments  commence at a date later thin that  allowed  by
   Subparagraph  (a), pr~ vided that benefit payments  shall
   commence  not  later  thin  the Required  Beginning  Date
   specified  in Section 7.9. The Participant may make  such
   an  election by submitting to the Plan Administrator  for
   transmittal to the Custodian, a signed written  statement
   describing the benefit and the date on which the  payment
   of such benefit shall commence.
     Notwithstanding  the  foregoing,  the  failure   of   a
   Participant and Spouse to consent to a distribution while
   a   benefit  is  Immediately  Distributable,  within  the
   meaning of Section 7.2(b) of the Plan, shall be deemed to
   be  an  election to defer commencement of payment of  any
   benefit sufficient to satisfy this Section 7.3(b).
     7.4 RETIREMENT BENEFITS. The provisions of Sections 7.4
   and  7.5  shall apply to any Participant who is  credited
   with at least one Hour of Service with the Employer on or
   after  August  23, 1984, and such other  Participants  as
   provided in Section 7.8.
     (a) MONEY PURCHASE PLAN RETIREMENT BENEFITS. Unless  an
   optional  form  of  benefit is  selected  pursuant  to  a
   Qualified  Election with-in the ninety  (90)  day  period
   ending   on   the  Annuity  Starting  Date,   a   married
   Participant's  Money  Purchase  Plan  Account  Balance(s)
   shall  be  paid  in  the form of a  Qualified  Joint  and
   Survivor  Annuity  and an unmarried  Participant's  Money
   Purchase  Plan Account Balance(s) shall be  paid  in  the
   form of a life annuity. The Participant may elect to have
   such  annuity distributed upon attainment of the Earliest
   Retirement Age under the Plan.
     A Participant in the Money Purchase Plan who has made a
   Qualified Election, will receive his Money Purchase  Plan
   Account Balance(s) in one of the following optional forms
   of distribution as selected by the Participant
       (i)  By a single payment in cash; or
       (ii)   By   equal  or  substantially   equal   annual
       installments over a period certain not to exceed  the
       life  expectancy of the Participant or the joint life
       or   life  expectancy  of  the  Participant  and  his
       Beneficiary.
     (b) PROFIT SHARING PLAN RETIREMENT BENEFITS. The Profit
   Sharing Plan Account Balance(s) of each Participant shall
   be  distributed upon direction of the Participant by  one
   or a combination of the following methods:
       (i)  By a single payment in cash; or
       (ii)   By   equal  or  substantially   equal   annual
       installments over a period certain not to exceed  the
       life  expectancy of the Participant or the joint life
       or   life  expectancy  of  the  Participant  and  his
       Beneficiary.
A  Participant may not elect payments in the form of a  life
annuity  with  respect  to any Profit Sharing  Plan  Account
Balance(s).
   7.5  DEATH BENEFITS.
     (a) Qualified Preretirement Survivor Annuity. Unless an
optional  form  of benefit identified in Section  7.4(a)  is
selected  within the Election Period pursuant to a Qualified
Election, if a Participant dies before the Annuity  Starting
Date  then  the  Participant's Money Purchase  Plan  Account
Balance(s)  shall  be  applied toward  the  purchase  of  an
annuity  for the life of the Surviving Spouse. The Surviving
Spouse  may elect to have such annuity distributed within  a
reasonable period after the Participant's death.
     (b)  BENEFITS  TO PROFIT SHARING PLAN PARTICIPANTS  AND
UNMARRIED MONEY PURCHASE PLAN PARTICIPANTS. In the event  of
the death of a Participant, the Participant's Profit Sharing
Plan  Account  Balance(s)  (and/or the  Participant's  Money
Purchase  Plan  Account Balance(s), if  the  Participant  is
unmarried)   shall  be  distributed  to  the   Participant's
Surviving Spouse, but if there is no Surviving Spouse, or if
the Surviving Spouse has consented in a manner conforming to
a  Qualified Election, then to the Beneficiaries  designated
in  the  Beneficiary  Designation Form.  In  the  event  the
Participant has not designated any Beneficiaries, or all  of
the  designated Beneficiaries are deceased, then the  Profit
Sharing Plan Account Balance(s) (and/or Money Purchase  Plan
Account  Balance(s)) shall be distributed to  the  following
persons, to take in the order named:
(i)  Spouse  of  the Participant; (ii) if the  Spouse  shall
predecease  the  Participant, then in equal  shares  to  any
children  surviving the Participant and to  the  descendants
then living of a deceased child, by right of representation;
(iii)  if  the  Participant shall leave neither  Spouse  nor
descendants surviving then to the personal representative of
the Participant's estate.
     The  Surviving  Spouse  (if  any)  may  elect  to  have
distribution  of any Profit Slating Plan Account  Balance(s)
commence within the ninety (9O-day period following the date
of the Participant's death. The Profit Sharing Plan or Money
Purchase Plan Account Balance(s) (as the case may be)  shall
be   adjusted  for  gains  or  losses  occurring  after  the
Participant's  death in accordance with  the  provisions  of
this  Plan governing the adjustment of Account Balances  for
other types of distributions.
     The  Participant  may waive the spousal  death  benefit
described in this Section at any time provided that no  such
waiver shall be effective unless it satisfies the conditions
of  Section  7.6(c) (other than the notification requirement
referred  to  therein) that would apply to the Participant's
waiver of the Qualified Preretirement Survivor Annuity
     (c)  DEATH  CERTIFICATE. Before making any distribution
upon  the  death  of  a Participant, the Plan  Administrator
shall  furnish the Custodian with a certified  copy  of  the
death certificate of the Participant.
     7.6  DEFINITIONS. For purposes of this Section  7,  the
following  terms  shall have their respective  meanings  set
forth  below, unless a different meaning is clearly required
by the context:
     (a)  ELECTION PERIOD means the period which  begins  on
the  first  day  of the Plan Year in which  the  Participant
attains  age  thirty-five (35) and ends on the date  of  the
Participant's death. If a Participant separates from service
prior to the first day of the Plan Year in which age thirty-
five  (35)  is  attained, with respect to the  Participant's
Account  balance(s)  as  of  the  date  of  separation,  the
Election Period shall begin on the date of separation.
     Pre-age  35  waiver: A Participant  who  will  not  yet
attain  age  35 as of the end of any current Plan  Year  may
make  a  special Qualified Election to waive  the  Qualified
Preretirement Survivor Annuity for the period  beginning  on
the date of such election and ending on the first day of the
Plan  Year in which the Participant will attain age 35. Such
election  shall not be valid unless the Participant receives
a   written   explanation  of  the  Qualified  Preretirement
Survivor  Annuity  in such terms as are  comparable  to  the
explanation   required  under  Section   7.7(a).   Qualified
Preretirement    Survivor   Annuity   coverage    will    be
automatically  reinstated as of the first day  of  the  Plan
Year in which the Participant attains age 35. Any new waiver
on  or  after  such  date  shall  be  subject  to  the  hall
requirements of this Section 7.
     (b) EARLIEST RETIREMENT AGE means the earliest date  on
which,  under  the  Plan,  the Participant  could  elect  to
receive retirement benefits.
(c)  QUALIFIED ELECTION means a waiver of a Qualified  Joint
and
Survivor  Annuity  or  a  Qualified  Preretirement  Survivor
Annuity.  Any  waiver  of  a Qualified  Joint  and  Survivor
Annuity or a Qualified Preretirement Survivor Annuity  shall
not be effective unless:
       (i)  the Participant's Spouse consents in writing  to
       the election;
       (ii)  the election designates a specific Beneficiary,
       including   any   class  of  Beneficiaries   or   any
       contingent  Beneficiaries, which may not  be  changed
       without  Spousal  consent (or  the  Spouse  expressly
       permits  designations by the Participant without  any
       further Spousal consent);
       (iii) the Spouse's consent acknowledges the effect of
       the election; and
       (iv)  the  Spouse's consent is witnessed  by  a  Plan
       representative  or  notary  public.  Additionally,  a
       Participant's  waiver  of  the  Qualified  Joint  and
       Survivor  Annuity shall not be effective  unless  the
       election  designates a form of benefit payment  which
       may  not  be changed without Spousal consent (or  the
       Spouse   expressly   permits  designations   by   the
       Participant without any further Spousal consent).
  If  it  is  established  to the  satisfaction  of  a  Plan
representative  that there is no Spouse or that  the  Spouse
cannot  be  located,  a waiver will be  deemed  a  Qualified
Election.
  Any  consent by a Spouse obtained under this provision (or
establishment  that  the consent of  a  Spouse  may  not  be
obtained)  shall  be  effective only with  respect  to  such
Spouse.   A  consent  that  permits  designations   by   the
Participant  without any requirement of further  consent  by
such  Spouse must acknowledge that the Spouse has the  right
to  limit  consent to a specific Beneficiary, and a specific
form  of  benefit  where applicable,  and  that  the  Spouse
voluntarily  elects to relinquish either  or  both  of  such
rights.  A  revocation of a prior waiver  maybe  made  by  a
Participant  without the consent of the Spouse at  any  time
before   the  commencement  of  benefits.  The   number   of
revocations shall not be limited. No consent obtained  under
this  provision  shall be valid unless the  Participant  has
received notice as provided in Section 7.7 below.
     (d)  QUALIFIED  JOINT  AND SURVIVOR  ANNUITY  means  an
immediate  annuity  for the life of the Participant  with  a
survivor  annuity for the life of the Spouse which is  fifty
percent  (50%) of the amount of the annuity which is payable
during the joint lives of the Participant and the Spouse and
which  is the amount of benefit which can be purchased  with
the Participant's Account Balance(s).
     (e)  SPOUSE  OR  SURVIVING SPOUSE means the  Spouse  or
Surviving Spouse of the Participant, provided that a  former
Spouse will be treated as the Spouse or Surviving Spouse and
a  current  Spouse  will not be treated  as  the  Spouse  or
Surviving  Spouse  only  to  the  extent  provided  under  a
qualified  domestic relations order as described in  Section
414(p) of the Code.
  (f) ANNUITY STARTING DATE means the first day of the first
period  for  which an amount is paid as an  annuity  or  any
other form.
  (g)  ACCOUNT BALANCE(S) means the aggregate value  of  the
Participant's  Account balances derived  from  Employer  and
Participant contributions (including rollovers).
  7.7  NOTICE REQUIREMENTS.
     (a)  In  the  case  of a Qualified Joint  and  Survivor
Annuity,  the Plan Administrator shall no less  than  thirty
(30)  days  and no more than ninety (90) days prior  to  the
Annuity  Starting  Date provide each Participant  a  written
explanation of: (i) the terms and conditions of a  Qualified
Joint and Survivor Annuity; (ii) the Participant's right  to
make  and  the effect of an election to waive the  Qualified
Joint and Survivor Annuity form of benefit; (iii) the rights
of  a  Participant's Spouse; and (iv) the right to make  and
the  effect of a revocation of a previous election to  waive
the Qualified Joint and Survivor Annuity.
     (b)  In  the case of a Qualified Preretirement Survivor
Annuity   as   described  in  Section   7.5(a),   the   Plan
Administrator  shall  provide each  Participant  within  the
Applicable Period for such Participant a written explanation
of  the  Qualified Preretirement Survivor  Annuity  in  such
terms  and  in  such  manner as would be comparable  to  the
explanation provided for meeting the requirements of Section
7.7(a) applicable to a Qualified Joint and Survivor Annuity.
     The Applicable Period for a Participant is whichever of
the  following  periods ends last: (i) the period  beginning
with the first day of the Plan Year in which the Participant
attains  age 32 and ending with the close of the  Plan  Year
preceding the Plan Year in which the Participant attains age
35;  (ii)  a  reasonable period ending after the  individual
becomes  a  Participant;  (iii) a reasonable  period  ending
after  Section  7.7(c) ceases to apply to  the  Participant;
(iv)  a reasonable period ending after this Section 7  first
applies  to  the Participant Notwithstanding the  foregoing,
notice  must  be provided within a reasonable period  ending
after  separation from service in the case of a  Participant
who separates from service before attaining age 35.
     For  purposes  of applying the preceding  paragraph,  a
reasonable   period  ending  after  the  enumerated   events
described in subparagraphs (ii), (iii) and (iv) is  the  end
of  the two-year period beginning one year prior to the date
the  applicable event occurs, and ending one year after that
date.  In  the  case  of a Participant  who  separates  from
service  before the Plan Year in which age 35  is  attained,
notice   shall  be  provided  within  the  two-year   period
beginninng one year prior to separation and ending one  year
after  separation. If such a Participant thereafter  returns
to  employment with the Employer, the Applicable Period  for
such Participant shall be redetermined.
     (c)  Notwithstanding  the other  requirements  of  this
Section  7.7,  the  respective notices  prescribed  by  this
Section need not be given to a Participant if: (i) the  Plan
"fully  subsidizes"  the  costs of  a  Qualified  Joint  and
Survivor   Annuity   or  Qualified  Preretirement   Survivor
Annuity; and (ii) the Plan does not allow the Participant to
waive  the Qualified Joint and Survivor Annuity or Qualified
Preretirement Survivor Annuity and does not allow a  married
Participant  to  designate  a  nonspouse  Beneficiary.   For
purposes of this Section 7.7(c), a Plan fully subsidizes the
costs  of  a benefit if no increase in cost, or decrease  in
benefits   to   the   Participant  may   result   from   the
Participant's failure to elect another benefit.
     7.8 TRANSITIONAL RULES.
     (a)  Any  living Participant not receiving benefits  on
August  23,  1984,  who  would  otherwise  not  receive  the
benefits prescribed by the previous sections of this Section
7  must be given the opportunity to elect to have the  prior
sections  of  this  Section 7 apply if such  Participant  is
credited  with at least one Hour of Service under this  Plan
or  a  predecessor Plan in a Plan Year beginning on or after
January 1, 1976, and such Participant had at least ten  (10)
years  of  vesting  service when he or  she  separated  from
service.
     (b)  Any  living Participant not receiving benefits  on
August 23, 1984, who was credited with at least one Hour  of
Service  under this Plan or a predecessor plan on  or  after
September  2,  1974, and who is not otherwise credited  with
any service in a Plan Year beginning on or after January  1,
1976,  must  be  given the opportunity to have  his  or  her
benefits paid in accordance with Section 7.8(d).
     (c) The respective opportunities to elect (as described
   in  Sections 7.8(a) and 7.8(b) above) must be afforded to
   the appropriate Participants during the period commencing
   on August 23, 1984, and ending on the date benefits would
   otherwise commence to said Participant
     (d) Any Participant who has elected pursuant to Section
   7.8(b)  and  any  Participant who does  not  elect  under
   Section  7.8(a) or who meets the requirements of  Section
   7.8(a)  except  that such Participant does  not  have  at
   least  ten (10) years of vesting service when he  or  she
   separates  from service, shall have his or  her  benefits
   distributed  in  accordance with  all  of  the  following
   requirements if benefits would have been payable  in  the
   form of a life annuity:
       (i)   AUTOMATIC  JOINT  AND  SURVIVOR  ANNUITY.    If
     benefits  in the form of a life annuity become  payable
     to a married Participant who:
          (A)  begins to receive payments under the Plan  on
          or after Normal Retirement Age; or
          (B)   dies on or after Normal Retirement Age while
          still working for the Employer; or
          (C)   begins to receive payments on or  after  the
          Qualified Early Retirement Age; or
          (D)   separates from service on or after attaining
          Normal  Retirement  Age (or  the  Qualified  Early
          Retirement   Age)   and   after   satisfying   the
          eligibility  requirements  for  the   payment   of
          benefits under the Plan and thereafter dies before
          beginning to receive such benefits;
   then  such benefits will be received under this  Plan  in
   the  form  of  a  Qualified Joint and  Survivor  Annuity,
   unless  the Participant his elected otherwise during  the
   Election Period. The Election Period must begin at  least
   six  (6)  months before the Participant attains Qualified
   Early  Retirement Age and end not more than  ninety  (90)
   days  before  the commencement of benefits. Any  election
   hereunder  will  be in writing and maybe changed  by  the
   Participant at any time.
     (ii)  ELECTION OF EARLY SURVIVOR ANNUITY. A Participant
   who  is  employed  after attaining  the  Qualified  Early
   Retirement  Age will be given the opportunity  to  elect,
   during  the  Election Period, to have a survivor  annuity
   payable  on death. Ii the Participant elects the survivor
   annuity,  payments under such annuity must  not  be  less
   than  the  payments which would have  been  made  to  the
   Spouse under the Qualified Joint and Survivor Annuity  if
   the  Participant had retired on the day before his or her
   death.  Any  election  under this provision  will  be  in
   writing and maybe changed by the Participant at any time.
   The  Election Period begins on the later of (1) the  9Oth
   day  before  the Participant attains the Qualified  Early
   Retirement  Age,  or (2) the date on which  participation
   begins,  and ends on the date the Participant  terminates
   employment.
       (iii) For purposes of this Section 7.8(d):
          (A)   QUALIFIED EARLY RETIREMENT AGE is the latest
          of:
               (1)  the  earliest date, under the  Plan,  on
          which   the  Participant  may  elect  to   receive
          retirement benefits;
               (2)   the  first  day  of  the  12Oth   month
          beginning  before the Participant  reaches  Normal
          Retirement Age, or
               (3)   the   date   the   Participant   begins
          participation.
          (B)   Qualified Joint and Survivor Annuity  is  an
          annuity  for  the life of the Participant  with  a
          survivor  annuity for the life of  the  Spouse  as
          described in Section 7.6(d).
   7.9  DISTRIBUTION REQUIREMENTS.
   (a)  GENERAL RULES.
       (i)   Subject  to Sections 7.4 through  7.8  of  this
       Plan,  the  requirements of this  Section  7.9  shall
       apply to any distribution of a Participant's interest
       and   will  take  precedence  over  any  inconsistent
       provisions  of this Plan. Unless otherwise specified,
       the  provisions of this Section 7.9 apply to calendar
       years beginning after December 31, 1984.
       (ii)  All  distributions required under this  Section
       7.9  shall be determined and made in accordance  with
       the  Proposed Regulations under Section 401(a)(9)  of
       the   Code,   including   the  minimum   distribution
       incidental benefit requirement of Section 1.401(a)(9)-
       2 of the Proposed Regulations.
     (b)  Required Beginning Date. The entire interest of  a
Participant  must be distributed or begin to be  distributed
no later than the Participant's Required Beginning Date.
     (c)  Limits  on Distribution Periods. As of  the  first
Distribution Calendar Year, distributions, if not made in  a
single  sum,  may  only be made over one  of  the  following
periods (or a combination thereof):
       (i)  the life of the Participant,
       (ii)  the  life of the Participant and  a  Designated
       Beneficiary;
       (iii) a period certain not extending beyond the  Life
       Expectancy of the Participant, or
       (iv)  a period certain not extending beyond the Joint
       and Last Survivor Expectancy of the Participant and a
       Designated Beneficiary.
     (d)  DETERMINATION  OF AMOUNT TO  BE  DISTRIBUTED  EACH
YEAR. if the Participant's interest is to be distributed  in
other  than a single sum, the following minimum distribution
rules shall apply on or after the Required Beginning Date:
       (i)  INDIVIDUAL ACCOUNT
          (A)    If  a  Participant's  Benefit  is   to   be
          distributed over (1) a period not extending beyond
          the  Life  Expectancy of the  Participant  or  the
          Joint  Life  and Last Survivor Expectancy  of  the
          Participant   and  the  Participant's   designated
          Beneficiary  or (2) a period not extending  beyond
          the Life Expectancy of the Designated Beneficiary;
          the  amount  required to be distributed  for  each
          calendar  year,  beginning with distributions  for
          the  first  Distribution Calendar  Year,  must  at
          least equal the quotient obtained by dividing  the
          Participant's  Benefit  by  the  Applicable   Life
          Expectancy.
          (B)   For  calendar years beginning before January
          1,  1989, if the Participant's Spouse is  not  the
          Designated Beneficiary; the method of distribution
          selected  must  assure that at least  50%  of  the
          present   value   of  the  amount  available   for
          distribution is paid within the Life Expectancy of
          the Participant
          (C)   For  calendar years beginning after December
          31,  1988, the amount to be distributed each year;
          beginning   with  distributions  for   the   first
          Distribution Calendar Year shall not be less  than
          the    quotient    obtained   by   dividing    the
          Participant's  Benefit by the lesser  of  (1)  the
          Applicable   Life  Expectancy  or   (2)   if   the
          Participant's   Spouse  is  not   the   Designated
          Beneficiary,  the  applicable  divisor  determined
          from  the  table  set forth in  Q&A-4  of  Section
          1.401(a)(9)-2   of   the   Proposed   Regulations.
          Distributions  after the death of the  Participant
          shall  be  distributed using the  applicable  life
          expectancy  in Section 7.9(d)(i)(A) above  as  the
          relevant   divisor  without  regard  to   Proposed
          Regulations Section 1.401(a)(9)-2.
          (D)   The  minimum  distribution required for  the
          Participant's  first  Distribution  Calendar  Year
          must  be  made  on  or  before  the  Participant's
          Required  Beginning Date. The minimum distribution
          for  other  calendar years, including the  minimum
          distribution for the Distribution Calendar Year in
          which  the  Participant's Required Beginning  Date
          occurs, must be made on or before December  31  of
          that Distribution Calendar Year.
     (ii)         OTHER FORMS.
          (A)   If  the Participant's Benefit is distributed
          in  the  form  of  an  annuity purchased  from  an
          insurance company, distributions thereunder  shall
          be  made  in  accordance with the requirements  of
          Section  401(a)(9) of the Code  and  the  Proposed
          Regulations thereunder.
(e)    DEATH DISTRIBUTION PROVISIONS.
             (i) DISTRIBUTION BEGINNING BEFORE DEATH. If the
   Participant  dies  after  distribution  of  his  or   her
   interest  has  begun,  the  remaining  portion  of   such
   interest  will  continue to be distributed  at  least  as
   rapidly  as  under the method of distribution being  used
   prior to the Participant's death.
             (ii) DISTRIBUTION BEGINNING AFTER DEATH. If the
   Participant  dies  before  distribution  of  his  or  her
   interest begins, distribution of the Participant's entire
   interest  shall  be  completed  by  December  31  of  the
   calendar  year  containing the fifth anniversary  of  the
   Participant's death except to the extent that an election
   is  made to receive distributions in accordance with  (A)
   or (B) below:
              (A)   if  any  portion  of  the  Participant's
       interest  is  payable  to  a  Designated  Beneficiary
       distributions  may be made over the life  or  over  a
       period  certain not greater than the Life  Expectancy
       of the Designated Beneficiary commencing on or before
       December   31   of  the  calendar  year   immediately
       following  the calendar year in which the Participant
       died;
             (B)   if  the  Designated  Beneficiary  is  the
       Participant's    Surviving    Spouse,    the     date
       distributions  are  required to begin  in  accordance
       with (A) above shall not be earlier than the later of
       (1)  December  31  of the calendar  year  immediately
       following  the calendar year in which the Participant
       died  and  (2)  December 31 of the calendar  year  in
       which the Participant would have attained age 70-1/2.
              If  the  Participant has not made an  election
   pursuant to this subparagraph (ii) by the time of his  or
   her  death, the Participant's Designated Beneficiary must
   elect  the  method  of distribution  no  later  than  the
   earlier of (1) December 31 of the calendar year in  which
   distributions  would  be required  to  begin  under  this
   subparagraph  (ii), or (2) December 31  of  the  calendar
   year which contains the fifth anniversary of the date  of
   death  of  the  Participant If  the  Participant  has  no
   Designated  Beneficiary or if the Designated  Beneficiary
   does not elect a method of distribution, distribution  of
   the  Participant's entire interest must be  completed  by
   December  31  of the calendar year containing  the  fifth
   anniversary of the Participant's death.
              (iii) For purposes of subparagraph (ii) above,
   if  the Surviving Spouse dies after the Participant,  but
   before  payments to such Spouse begin, the provisions  of
   subparagraph  (ii),  with  the exception  of  clause  (B)
   therein, shall be applied as if the Surviving Spouse were
   the Participant.
              (iv)  For purposes of this paragraph (e),  any
   amount paid to a child of the Participant will be treated
   as  if  it had been paid to the Surviving Spouse  if  the
   amount  becomes payable to the Surviving Spouse when  the
   child reaches the age of majority.
              (v)  For  the purposes of this paragraph  (e),
   distribution of a Participant's interest is considered to
   begin  on the Participant's Required Beginning Date  (or,
   if  subparagraph  (iii)  above is  applicable,  the  date
   distribution is required to begin to the Surviving Spouse
   pursuant to su~ paragraph (li) above). If distribution in
   the  form  of  an  annuity irrevocably commences  to  the
   Participant before the Required Beginning Date, the  date
   distribution  is  considered  to  begin   is   the   date
   distribution actually commences.
   (f)   DEFINITIONS.
              (i)  APPLICABLE LIFE EXPECTANCY means the Life
   Expectancy   (or  Joint  and  Last  Survivor  Expectancy)
   calculated using the attained age of the Participant  (or
   Designated  Beneficiary)  as  of  the  Participant's  (or
   Designated  Beneficiary's)  birthday  in  the  Applicable
   Calendar Year reduced by one for each calendar year which
   has  elapsed  since  the date Life Expectancy  was  first
   calculated. If Life Expectancy is being recalculated, the
   Applicable  Life Expectancy shall be the Life  Expectancy
   as so recalculated. The Applicable Calendar Year shall be
   the   first  Distribution  Calendar  Year  and  if   Life
   Expectancy is being recalculated such succeeding calendar
   year.
               (ii)   DESIGNATED   BENEFICIARY   means   the
   individual who is designated as the Beneficiary under the
   Plan in accordance with Section 401(a)(9) of the Code and
   the Proposed Regulations thereunder.
               (iii)  DISTRIBUTION  CALENDAR  YEAR  means  a
   calendar  year  for  which  a  minimum  distribution   is
   required.   For   distributions  beginning   before   the
   Participant's death, the first Distribution Calendar Year
   is  the  calendar year immediately preceding the calendar
   year  which contains the Participant's Required Beginning
   Date. For distributions beginning after the Participant's
   death,  the  first  Distribution  Calendar  Year  is  the
   calendar  year  in which distributions  are  required  to
   begin pursuant to paragraph (e).
             (iv) LIFE EXPECTANCY. Life Expectancy and Joint
   and  Last Survivor Expectancy are computed by use of  the
   expected  return multiples in Tables V and VI of  Section
   1.72-9 of the Income Tax Regulations.
             Unless otherwise elected by the Participant (or
   Spouse,  in  the  case  of  distributions  described   in
   paragraph (e)(ii)(B) above) by the time distributions are
   required   to   begin,   Life   Expectancies   shall   be
   recalculated annually. Such election shall be irrevocable
   as  to the Participant (or Spouse) and shall apply to all
   subsequent  years. The Life Expectancy  of  a  non-Spouse
   Beneficiary may not be recalculated.
             (v) PARTICIPANT'S BENEFIT.
          (A)  The account balance as of the last valuation date in
            the calendar year immediately preceding the Distribution
            Calendar Year (Valuation Calendar Year) increased by the
            amount of any contributions allocated to the account balance
            as of dates in the Valuation Calendar Year after the
            valuation date and decreased by distributions made in the
            Valuation Calendar Year after the valuation date.
          (B)  Exception for second Distribution Calendar Year. For
            purposes of clause (A) above, if any portion of the minimum
            distribution for the first Distribution Calendar Year is
            made in the second Distribution Calendar Year on or before
            the Required Beginning Date, the amount of the minimum
            distribution made in the second Distribution Calendar Year
            shall be treated as if it had been made in the immediately
            preceding Distribution Calendar Year.
             (vi) REQUIRED BEGINNING DATE.
          (A) GENERAL RULE. The Required Beginning Date of a
     Participant  is the first day of April of the  calendar
     year   following  the  calendar  year  in   which   the
     Participant attains age 70-1/2.
           (B)  TRANSITIONAL  RULES. The Required  Beginning
     Date  of  a  Participant who attains age 70-1/2  before
     January  1,  1988, shall be deter- mined in  accordance
     with (1) or (2) below:
                (1)  Non-Five Percent Owners.  The  Required
          Begin-  ding Date of a Participant who  is  not  a
          Five  Percent Owner is the first day of  April  of
          the  calendar year following the calendar year  in
          which the later of retirement or attainment of age
          70-1/2 occurs.
                 (2)   Five  Percent  Owners.  The  Required
          Beginning  Date of a Participant  who  is  a  Five
          Percent  Owner  during  any year  beginning  after
          December  31,  1979,  is the first  day  of  April
          following the later of: (I) the calendar  year  in
          which the Participant attains age 70-1/2, or  (II)
          the  earlier of the calendar year with  or  within
          which  ends the Plan Year in which the Participant
          becomes a Five Percent Owner, or the calendar year
          in which the Participant retires.
            The Required Beginning Date of a Participant who
       is  not  a Five Percent Owner who attains age  70-1/2
       during 1988 and who has not retired as of January  1,
       1989, is April 1,1990.
            (C) Five Percent Owner. A Participant is treated
       as   a  Five  Percent  Owner  for  purposes  of  this
       paragraph  (f) if such Participant is a Five  Percent
       Owner  as  defined  in Section  416(i)  of  the  Code
       (determined  in  accordance  with  Section  416   but
       without  regard to whether the Plan is top heavy)  at
       any  time during the Plan Year ending with or  within
       the calendar year in which such Owner attains age 66-
       1/2 or any subsequent Plan Year.
             (D)  Once  distributions have begun to  a  Five
       Percent  Owner  under this paragraph (f),  they  must
       continue  to  be distributed, even if the Participant
       ceases  to  be  a Five Percent Owner in a  subsequent
       year.
(g)    TRANSITIONAL RULE.
    (i)  Notwithstanding  the  other  requirements  of  this
Section 7.9 and subject to the requirements of Sections  7.4
through  7.8,  distribution on behalf  of  any  Participant,
including  a  Five Percent Owner, may be made in  accordance
with  all of the following requirements (regardless of  when
such distribution commences):
            (A) The distribution is one which would not have
       disqualified the Plan under Section 401(a)(9) of  the
       Internal Revenue Code as in effect prior to amendment
       by the Deficit Reduction Act of 1984.
             (B)  The distribution is in accordance  with  a
       method  of distribution designated by the Participant
       whose  interest  is  being  distributed  or,  if  the
       Participant  is  deceased, by a Beneficiary  of  such
       Participant.
             (C) Such designation was in writing, was signed
       by  the Participant or the Beneficiary; and was  made
       before January 1, 1984.
             (D) The Participant had accrued a benefit under
       the Plan as of December 31, 1983.
            (E) The method of distribution designated by the
       Participant or the Beneficiary specifies the time  at
       which  distribution will commence,  the  period  over
       which distributions will be made, and in the case  of
       any  distribution upon the Participant's  death,  the
       Beneficiaries of the Participant listed in  order  of
       priority.
          (ii) A distribution upon death will not be covered
     by this transitional rule unless the information in the
     designation contains the required information described
     above with respect to the distributions to be made upon
     the death of the Participant.
           (iii) For any distribution which commences before
     January  1,1984, but continues after December31,  1983,
     the  Participant,  or  the Beneficiary,  to  whom  such
     distribution  is being made, will be presumed  to  have
     designated the method of distribution under  which  the
     distribution   is   being  made  if   the   method   of
     distribution   was  specified  in   writing   and   the
     distribution    satisfies    the    requirements     in
     subparagraphs (g)(i)(A) and (E).
           (iv)  If  a designation is revoked any subsequent
     distribution must satisfy the requirements  of  Section
     401(a)(9)  of  the  Code and the  Proposed  Regulations
     thereunder.  if a designation is revoked subsequent  to
     the  date  distributions  are required  to  begin,  the
     Custodian  must distribute by the end of  the  calendar
     year   following  the  calendar  year  in   which   the
     revocation  occurs the total amount not yet distributed
     which would have been required to have been distributed
     to  satisfy  Section  401(a)(9) of  the  Code  and  the
     Proposed  Regulations thereunder, but for  the  Section
     242(b)(2) election. For calendar years beginning  after
     December  31,  1988, such distributions must  meet  the
     minimum distribution incidental benefit requirements in
     Section 1.401(a)(9)-2 of the Proposed Regulations.  Any
     changes in the designation will be considered to  be  a
     revocation  of  the  designation.  However,  the   mere
     substitution  or  addition of another Beneficiary  (one
     not  named  in  the designation) under the  designation
     will  not  be  considered to be  a  revocation  of  the
     designation, so long as such substitution  or  addition
     does not after the period over which distributions  are
     to   be   made  under  the  designation,  directly   or
     indirectly  (for  example,  by  altering  the  relevant
     measuring  life).  In the case in which  an  amount  is
     transferred  or  rolled over from one plan  to  another
     plan, the rules in Q&A J-2 and Q&A J-3 shall apply.
           7.10  ANNUITY  CONTRACTS.  Any  annuity  contract
     distributed  under  this Plan must be  nontransferable.
     The   terms  of  any  annuity  contract  purchased  and
     distributed  by  the  Plan to a Participant  or  Spouse
     shall  comply with the requirements of this  Plan.  The
     Custodian  will not issue annuity contracts.  The  Plan
     Administrator shall be responsible for the purchase  of
     any  annuity contracts required to be distributed under
     the  terms of this Plan. The Custodian shall  pay  over
     the  amount required to purchase such annuity  contract
     to  the  Plan Administrator or directly to the  annuity
     issuer   designated  by  the  Plan  Administrator,   as
     directed   by   the  Plan  Administrator   in   written
     instructions to the Custodian.
           7.11(a)  DIRECT ROLLOVER ELECTION.  This  Section
     applies  to  distributions made on or after January  1,
     1993. 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  an  eligible
     retirement  plan  specified by  the  distributes  in  a
     direct rollover.
                  (b) DEFINITIONS.
                 (i)  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
          distributes   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 includible in gross income (determined
          without regard to the exclusion for net unrealized
          appreciation with respect to employer securities).
                (ii)  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's  eligible
          rollover distribution However, in the case  of  an
          eligible  rollover distribution to  the  surviving
          spouse,   an  eligible  retirement  plan   is   an
          individual   retir~  ment  account  or  individual
          retirement annuity.
                (iii) 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.
                (iv) DIRECT ROLLOVER: A direct rollover is a
          payment  by  the  Plan to the eligible  retirement
          plan specified by the distributee.

                          SECTION B
                              
                     PLAN ADMINISTRATOR

                   (a)  The Plan Administrator shall be  the
   Employer  unless  the  Employer  has  designated  another
   person or business entity as the Plan Administrator under
   paragraph  6 of the Participation Agreement. A designated
   Plan  Administrator may resign at any time  by  filing  a
   written  notice of resignation with the Employer and  may
   be removed at any time by the Employer. In the event of a
   vacancy in the office of Plan Administrator, the Employer
   may  appoint  a successor, in which event,  the  Employer
   shall notify the Custodian of the change in the office of
   Plan  Administrator by delivering a signed and  completed
   copy  of  an  amended  Participation  Agreement  to   the
   Custodian  prior to the end of the Plan  Year  for  which
   such   change  is  effective.  The  Custodian  shall   be
   protected  in  acting  upon the directions  of  the  Plan
   Administrator designated in the most recent Participation
   Agreement of the Employer filed with the Custodian  until
   receipt  of  the  amended Participation Agreement  giving
   notice of the change in Plan Administrator.
                    (b)   The   Plan   Administrator   shall
   administer  the  Plan in accordance with  its  terms  and
   shall  have  all  powers  necessary  to  effectuate   the
   provisions  of  the  Plan. The Plan  Administrator  shall
   interpret the Plan and determine all questions arising in
   the administration, interpretation and application of the
   Plan,  and shall, from time to time, formulate and  issue
   such  rules and regulations as may be necessary  for  the
   purpose  of  administering the Plan.  Any  determination,
   rule or regulation issued by the Plan Administrator shall
   be  conclusive and binding on all persons, except as  may
   otherwise be provided herein.
                   (c)  Except as may otherwise be provided,
   whenever  under the provisions of the Plan  the  Employer
   shall  have authority right or power to act, such  action
   shall  be evidenced by a written document signed  by  the
   Plan Administrator. The Plan Administrator shall have the
   authority to give to the Custodian, in writing, any other
   notice  or direction permitted by the terms of the  Plan,
   and  the  Custodian shall be entitled to rely  upon  such
   writing  until such time as the Plan Administrator  shall
   file a written revocation of the notice or direction with
   the Custodian.
                   (d)  The Plan Administrator shall keep  a
   record  of all his actions, and shall keep such books  of
   account,  records and other data as may be necessary  for
   the   proper  administration  of  the  Plan.   The   Plan
   Administrator shall notify the Custodian and the Employer
   of  any action taken and, when required, shall notify any
   other interested person or persons.
                   (e)  The Plan Administrator shall  timely
   file,  or  cause to be timely filed, all annual  reports,
   financial and other statements as may be required of  the
   Plan  Administrator  by  any federal  or  state  statute,
   agency  or authority. The Plan Administrator shall timely
   furnish,  or  cause  to be furnished, all  such  reports,
   statements and other documents as may be required by  any
   federal  or  state  statute, agency or  authority  to  be
   furnished  by  the Plan Administrator to any Participant,
   Beneficiary or interested party.
                   (f) The Plan Administrator shall have the
   authority to accept service of process on behalf  of  the
   Plan.
                   (g)  If  the  Plan  Administrator  is  an
   Employee, he shall not be compensated.
                   (h)  In the event of the death of a  sole
   proprietor   Employer   who   was   serving    as    Plan
   Administrator, the estate of the sole proprietor shall be
   deemed  the  Plan  Administrator. In  the  event  of  the
   dissolution of a partnership Employer that was serving as
   Plan   Administrator,  the  remaining  ex-partners  shall
   collectively be deemed the Plan Administrator.

                          SECTION 9
                              
            FIDUCIARY DUTIES AND RESPONSIBILITIES

           9.1  All fiduciaries shall discharge their duties
with respect to the Plan and/or Trust solely in the interest
of  the  Participants and Beneficiaries; for  the  exclusive
purpose of providing benefits to participating Employees and
their  Beneficiaries, and defraying reasonable  expenses  of
administering the Plan and/or Trust; with the  care,  skill,
prudence   and   diligence  under  the  circumstances   then
prevailing  that a prudent person acting in a like  capacity
and  familiar with such matters would use; and in accordance
with  the  Plan  documents and instruments insofar  as  such
documents and instruments are consistent with the provisions
of the Self-Employed Individuals Retirement Act of 1962, and
the Employee Retirement Income Security Act of 1974, and any
acts amendatory thereof.
          9.2 To the extent that a fiduciary may be relieved
of liability under Section 410(a) of ERISA for breach of any
responsibility, obligation or duty provided for by Title  I,
Part 4 of ERISA, no fiduciary shall be liable for any action
or  failure to act hereunder, except for bad faith,  willful
misconduct  or  gross  negligence.  To  the  extent  that  a
fiduciary may be relieved of liability under Section  410(a)
of   ERISA  for  a  breach  by  another  fiduciary  of   any
responsibility, obligation or duty provided for by Title  I,
Part  4  of ERISA, no fiduciary shall be liable for a breach
committed by any other fiduciary unless the fiduciary:
                  (a) Knowingly participated in or knowingly
   concealed a breach by such other fiduciary;
                   (b)  By  its failure to comply  with  the
   fiduciary  duties set out in Section 9.1, it has  enabled
   such other fiduciary to commit a breach; or,
                   (c)  It  has  failed to  make  reasonable
   efforts  under the circumstances to remedy the breach  of
   another fiduciary of which it has knowledge.
                   To the same extent, no fiduciary shall be
   personally  liable  for  the acts  or  omissions  of  any
   attorney  or agency employed by the fiduciary  hereunder,
   if  such attorney or agent shall have been selected  with
   reasonable care.

                         SECTION 10
                              
                      CLAIMS PROCEDURE
                   10.1  If  an Employee, or his Beneficiary
   shall make a claim for Benefits under the Plan, the clain
   shall   be   referred  to  the  Plan  Administrator   for
   resolution.  Within thirty (30) days after receipt  of  a
   claim  the  Plan  Administrator shall  render  a  written
   decision  concerning the merits of  the  request  If  the
   claim is denied, the written decision shall set forth:
                  (a) The specific reason or reasons for the
   denial;
                   (b)  Specific reference to pertinent Plan
   provisions on which the denial is based;
                    (c)  A  description  of  any  additional
   material or information; and
                   (d)  An  explanation of the Plan's  claim
   review procedure.
   If  a  claimant  is  not  furnished  a  written  decision
   containing such information within thirty (30) days,  the
   claim shall be deemed denied and automatically proceed to
   the review stage.
                   10.2  The  claimant may  file  a  written
   request with the Plan Administrator for a review  of  the
   decision rendered under paragraph 10.1 within sixty  (60)
   days  after  receiving  a written  decision  denying  the
   claim,  or,  if  no written decision is rendered,  within
   ninety (90) days after filing the claim. The claimant may
   review  pertinent Plan documents prior to  such  request,
   and   submit  written  issues  and  comments.  The   Plan
   Administrator  shall  render a  written  decision  within
   thirty (30) days after receipt of the request for review,
   setting  forth the specific reasons for the  decision  in
   language  calculated to be understood  by  the  claimant,
   with  specific reference to the pertinent Plan provisions
   on which the decision is based.

                         SECTION 11
                              
                  AMENDMENT AND TERMINATION

     11.1 The Plan may be amended at anytime by the Board of
Directors of Nicholas Company, Inc., provided that  no  such
amendment shall be effective which shall cause or permit:
           (a)  Any  portion  of  the  assets  held  by  the
Custodian  to  be diverted to purposes other  than  for  the
exclusive   benefit   of   the   Participants    or    their
Beneficiaries; or
           (b) Any portion of such assets to revert to or to
become the property of the Employer.
          No such amendment shall take effect until at least
ten (10) days after the mailing of notice by regular mall to
the last known address of each Employer affected thereby.
      11.2 The Employer may (a) change the choice of options
in   the  Participation  Agreement  for  any  Plan  Year  by
delivering  a  signed  and completed copy  of  such  amended
Participation Agreement to the Custodian prior to the end of
such   Plan  Year,  (b)  add  overriding  language  in   the
Participation Agreement when such language is  necessary  to
satisfy  Section 415 or Section 416 of the Code  because  of
the  required  aggregation of multiple plans,  and  (c)  add
certain  model amendments published by the Internal  Revenue
Service which specifically provide that their adoption  will
not  cause  the Plan to be treated as individually designed.
An  Employer  that  amends the Plan for  any  other  reason,
including a waiver of the minimum funding requirement  under
Section  412(d)  of the Code, will no longer participate  in
this  Master  Plan  and  will  be  considered  to  have   an
individually designed plan.
      11.3  No  amendment to the Plan or  the  Participation
Agreement shall be effective to the extent that it  has  the
effect   of  decreasing  a  Participant's  accrued  benefit.
Notwithstanding  the  preceding  sentence,  a  Participant's
account balance may be reduced to the extent permitted under
Section  412(c)(8)  of  the  Code.  For  purposes  of   this
paragraph,  a  Plan  amendment  which  has  the  effect   of
decreasing a Participant's account balance or eliminating an
optional   form  of  benefit,  with  respect   to   benefits
attributable  to  service  before  the  amendment  shall  be
treated as reducing an accrued benefit. Furthermore, if  the
vesting schedule of the Plan is amended, in the case  of  an
Employee  who is a Participant as of the later of  the  date
such  amendment is adopted or the date it becomes effective,
the  nonforfeitable percentage (determined as of such  date)
of  such  Employee's  right to his Employer-derived  accrued
benefit will not be less than his percentage computed  under
the Plan without regard to such amendment.
      11.4 If the Plan's vesting schedule is amended, or the
Plan  is  amended  in  any way that directly  or  indirectly
affects  the computation of the Participant's nonforfeitable
percentage,  each  Participant with  at  least  3  Years  of
Service  with  the Employer may elect, within  a  reasonable
period  after  the adoption of the amendment or  change,  to
have  the non-forfeitable percentage computed under the Plan
without regard to such amendment or change. For Participants
who  do not have at least 1 Hour of Service in any Plan Year
beginning  after  December 31, 1988, the preceding  sentence
shall be applied by substituting "5 Years of Service" for "3
Years of Service" where such language appears.
      The period during which the election may be made shall
commence with the date the amendment is adopted or deemed to
be made and shall end on the latest of:
   (1) 60 days after the amendment is adopted;
   (2) 60 days after the amendment becomes effective; or
   (3)  60  days  after  the Participant is  issued  written
     notice  of  the  amendment  by  the  Employer  or  Plan
     Administrator.
     11.5 The Employer shall have the right to terminate the
Plan  upon  sixty  (60)  days  notice  in  writing  to   the
Custodian.  The  Plan shall automatically terminate  on  the
death of the Employer, if the Employer is a sole proprietor,
or  upon the termination of the partnership, if the Employer
is a partnership, unless provision is made by a successor to
the  business  of the Employer for the continuation  of  the
Plan.
      11.6 Upon termination of the Plan, all assets held  by
the   Custodian  shall  be  distributed  as   soon   as   is
administratively  feasible to the Participants  pursuant  to
the provisions of Section 7 hereof.

                         SECTION 12
                              
         TRANSFERS TO AND FROM OTHER QUALIFIED PLANS

      12.1 The Employer may cause to be transferred in  cash
to  the  Custodian the assets held (whether  by  a  trustee,
Custodian,  or  otherwise) in respect  of  any  other  self-
employed  retirement  plan  which satisfies  the  applicable
requirements  of  the Internal Revenue  Code  and  which  is
maintained  by the Employer for the benefit of  any  of  the
Participants.  Any cash so transferred shall be  accompanied
by  written instructions from the Plan Administrator  naming
the persons for whose benefit such cash has been transferred
and  showing separately the respective contributions by  the
Employer  and  by the Participants and the  amount  of  cash
attributable thereto.
      12.2  Upon  receipt  of  any cash  transferred  to  it
pursuant  to  Section 12.1, the Custodian shall  immediately
invest   such  moneys  in  designated  whole  or  fractional
Investment  Company  Shares  and,  in  accordance  with  the
instructions  of  the Plan Administrator,  make  appropriate
credits  to  the accounts of the persons for  whose  benefit
such  cash  has  been  transferred. Provided,  however,  the
Employer  may not cause to be transferred to this  Plan  and
credited  to  the Profit Sharing Plan Account Balance(s)  of
Participants  any assets held in respect of  any  retirement
plan  which  is a defined benefit plan, money purchase  plan
(including  a target benefit plan), stock bonus,  or  profit
sharing  plan  which  is  subject to  the  survivor  annuity
requirements  of Sections 401(a)(11) and 417  of  the  Code.
Provided  further  that  the Plan  Administrator  shall  not
permit  any  transfer  to  this  Plan,  and  no  transaction
amending or having the effect of amending a plan or plans to
transfer benefits to this Plan shall be permitted,  if  such
transfer  or similar transaction would result in elimination
or   reduction  of:  any  benefits  described   in   Section
411(d)(6)(A) of the Code; any early retirement  benefits  or
retirement-type    subsidies    described     in     Section
411(d)(6)(B)(i)  of  the  Code; or  any  optional  forms  of
benefit  described in Section 411(d)(6)(B)(ii) of the  Code.
The  preceding sentence shall not apply to the  extent  that
any  such  benefits have not accrued or that elimination  or
reduction  of such benefits would be permitted by applicable
regulations  under  the  Code. Any amounts  so  credited  as
contributions  previously made by the Employer  or  by  such
persons  under  such other Plan, as specified  by  the  Plan
Administrator, shall be treated as contributions  previously
made  under the Plan by the Employer or by such persons,  as
the   case   may   be.   Transferred  amounts   representing
accumulated  deductible  employee contributions  within  the
meaning of Section 72(o)(5)(B) of the Code shall be credited
to  a separate ADEC Rollover Account as described in Section
4.6.
     12.3 The Employer may request the Custodian to transfer
Plan  assets held by the Custodian to itself or any bank  as
Custodian  or  trustee of any other plan maintained  by  the
Employer  which satisfies the requirements of  the  Internal
Revenue  Code, provided that such transfer is  permitted  by
such  other  plan and the Custodian is provided with  (a)  a
letter  of  direction signed by the Owner  or  all  partners
directing  the transfer of Plan assets, which  letter  shall
indicate the name of the successor trustee or Custodian  and
verify  that a new qualified plan has been established  with
such  successor;  (b) a signed acceptance by  the  successor
Custodian or trustee of the new plan verifying that the plan
is  a qualified retirement trust and indicating the date  of
qualification  and  Internal Revenue  Service  qualification
number; and (c) such other information as the Custodian  may
require.
     12.4 In the event of a merger or consolidation with, or
transfer  of assets or liabilities to, any other plan,  each
Participant  shall, if the plan then terminates,  receive  a
benefit  immediately  after  the  merger,  consolidation  or
transfer, which is equal to or greater than the benefit  the
Participant  would have been entitled to receive immediately
before the merger, consolidation or transfer, assuming  that
the plan had then terminated.

                         SECTION 13
                              
                        MISCELLANEOUS

      13.1  Neither the establishment of the Plan, including
the   execution   of   the  Custodial  Agreement   and   the
Participation Agreement, nor any modification  or  amendment
thereof,  nor the creation of any fund or account,  nor  the
payment of any benefit, shall be construed as giving to  any
Participant  or  other person any legal or  equitable  right
against  the  Employer  or the Custodian  except  as  herein
provided;  and in no event shall the terms of employment  of
any  Participant  be  modified or enlarged  or  in  any  way
affected hereby.
      13.2  The  benefits provided hereunder  shall  not  be
subject   to   any  voluntary  or  involuntary   alienation,
assignment, garnishment, attachment, execution  or  levy  of
any  kind, and any attempt to cause such benefits to  be  so
subjected  shall  not be recognized. The preceding  sentence
shall also apply to the creation, assignment, or recognition
of  a  right  to  any  benefit payable  with  respect  to  a
Participant  pursuant to a domestic relations order,  unless
such  order is determined by the Plan Administrator to be  a
"qualified domestic relations order," as defined in  Section
4l4(p)  of the Code or is a domestic relations order entered
before January 1985.
      13.3  The masculine gender wherever used in this  Plan
shall  include  the  feminine as well;  the  singular  shall
include  the  plural, and the plural the  singular  wherever
appropriate for the proper interpretation of this Plan.
      13.4  This  Plan shall be construed, administered  and
enforced  according  to the laws of the State  of  Wisconsin
where  not  superseded by federal law. In  the  event  of  a
conflict  between the terms of this Plan and  those  of  the
Custodial Agreement, the former shall prevail.

                         SECTION 14
                              
                       EFFECTIVE DATE

     This Plan, as amended, is declared effective commencing
with  the  Plan Year commencing January 1, 1989, subject  to
the  Employer  obtaining a determination from  the  Internal
Revenue  Service  ("IRS") that the Plan and  its  supporting
documents  meet the requirements for qualification contained
in  the Code (unless the Employer is permitted by applicable
IRS  rulings or procedures to rely on the IRS opinion letter
approving  the form of this master Plan without obtaining  a
determination with respect to the Employer's plan).  If  the
Employer's  plan  fails  to attain or retain  qualification,
such plan will no longer participate in this master plan and
will be considered an individually designed plan.

               NICHOLAS MASTER RETIREMENT PLAN
                FOR SELF-EMPLOYED INDIVIDUALS
                     CUSTODIAL AGREEMENT
                              
SECTION 1. PURPOSE AND APPLICATION OF AGREEMENT
   The purpose of this Custodial Agreement is to provide for
   the  receipt  of  contributions made under  the  Nicholas
   Master  Retirement  Plan  for  Self-Employed  Individuals
   hereinafter   "Plan")   and   the   investment   of   the
   contributions  and  the  earnings thereon  in  Investment
   Company   Shares  for  the  exclusive  benefit   of   the
   Participants in said Plan.

SECTION 2. DEFINITIONS.
   All terms defined in the Plan shall have the same meaning
   when  used in the Custodial Agreement unless the contrary
   is   specifically   expressed  or  the  context   clearly
   indicates otherwise.

SECTION 3. PARTICIPANTS' ACCOUNTS.
   The  Custodian  shall  open and  maintain  the  following
   accounts  for  each individual as the Plan  Administrator
   shall  from  time to time certify to the Custodian  as  a
   Participant in the Plan:
       (a)  a Profit Sharing Account which shall consist  of
       that  portion  of all contributions of  the  Employer
       under    the    Employer's   Profit   Sharing    Plan
       Participation Agreement allocated to the Participant,
       and earnings thereon;
       (b)   a  Money  Purchase  Plan  Account  which  shall
       consist of that portion of all contributions  of  the
       Employer  under  the Employer's Money  Purchase  Plan
       Participation Agreement allocated to the Participant,
       and earnings thereon;
       (c)    a  Voluntary  Contribution  Account  for   the
       voluntary  contributions made by the Participant  and
       earnings thereon; and
       (d)  a Rollover Contribution Account or ADEC Rollover
       Account   for   any  rollover  contributions   of   a
       Participant as described in Section 4.6 of the  Plan,
       and earnings thereon.

SECTION 4. RECEIPT AND INVESTMENT OF CONTRIBUTIONS.
              4.1 All contributions shall be made only by or
   through   the  Employer.  Notwithstanding  the  preceding
   sentence, rollover contributions as described in  Section
   4.6  of  the  Plan  may be transferred  directly  to  the
   Custodian  from the distributing plan. All  contributions
   shall be in cash. Each Participant shall direct the  Plan
   Administrator  as  to  the  specific  Investment  Company
   Shares to be purchased with such contributions.
              4.2  All  contributions shall be in accordance
   with  the  terms of the Plan and shall be accompanied  by
   signed  written instructions from the Plan  Administrator
   to  the Custodian indicating the amount thereof which  is
   to  be  allocated to each Participant's Account  and  any
   portion  thereof  which  is the  Participant's  voluntary
   contribution. In addition, each set of such  instructions
   shall  designate  for  each  Participant  the  Investment
   Company(ies)  in which the Participant has  directed  the
   Plan  Administrator to cause the contribution made by  or
   on behalf of the Participant to be invested.
             4.3 In the event that the Custodian in its sole
   discretion  shall determine that the Plan Administrator's
   instructions are inadequate, the Custodian may return the
   contribution  to  the  Plan  Administrator  without   any
   liability Immediately upon receipt of contributions by or
   on  behalf  of a Participant, the Custodian shall  invest
   such  contributions in whole or fractional Shares of  the
   Investment  Company designated by the Plan Administrator,
   pursuant  to  the  direction of the Participant,  at  the
   price  and  in the manner in which such Shares  are  then
   being  publicly offered by the Investment Company,  which
   shares  shall  then  be  appropriately  credited  to  the
   Participant's  Account.  All  distributions  received  on
   Investment Company Shares held in a Participant's Account
   shall  be reinvested in such Shares and credited to  such
   Participant's Account. If any distribution of  Investment
   Company  Shares  may be received at the election  of  the
   shareholder  in  additional shares or in  cash  or  other
   property  the  Custodian  shall  elect  to  receive  such
   distribution in additional Investment Company Shares.
              4.4 The minimum initial contribution which the
   Custodian  shall  be required to accept with  respect  to
   either the Profit Sharing Plan or the Money Purchase Plan
   shall be $500 per Participant if either the Nicholas Fund
   or  Nicholas Income Fund is designated as the  Investment
   Company,  $1,000  per  Participant  if  Nicholas  II   is
   designated  as  the Investment Company,  and  $2,000  per
   Participant   if  Nicholas  Limited  Edition,   Inc.   is
   designated   as  the  Investment  Company.  The   minimum
   contribution  which  the Custodian  shall  thereafter  be
   required to accept shall be $100 per Participant.

SECTION 5. DISTRIBUTIONS.
             Distributions and repayments shall be made only
   as  authorized  or  required by the Plan.  The  Custodian
   shall make such distributions on the basis of information
   supplied  in writing by the Plan Administrator and  shall
   be fully protected in so doing.

SECTION 6. BENEFICIARY DESIGNATION.
              If  a  Participant, as permitted by the  Plan,
   designates  a  beneficiary to receive  any  undistributed
   balance   of   the   Participant's  Account(s)   on   the
   Participant's  death, the Plan Administrator  shall  file
   such designation with the Custodian. In the absence of an
   effective  designation so filed, any  such  undistributed
   balance  shall,  on  the  Participant's  death,  be  paid
   pursuant to Section 7.5 of the Plan.

SECTION 7. RELIANCE UPON RECORDS, CERTIFICATES, ETC.
              7.1  Notices and communications from the  Plan
   Administrator  or  Employer to  the  Custodian  shall  be
   considered  to have been made only upon delivery  to  the
   main office of the Custodian in Milwaukee, Wisconsin. All
   notices  and  other communications from the Custodian  to
   the  Employer, the Plan Administrator or any  Participant
   shall be considered sufficient if mailed by regular first
   class  mail (unless other- wise required herein)  to  the
   Employer's  last  address as listed  on  the  Custodian's
   records.
              7.2 The Custodian may rely upon any affidavit,
   certificate, letter, notice, telegram or other  paper  or
   document  believed  by  it to be genuine,  and  upon  any
   evidence  believed by it to be sufficient, and  it  shall
   not  be liable for any payment made hereunder if made  in
   good faith and without actual notice or knowledge of  any
   fact   which  would  make  such  payment  improper.   The
   Custodian  may  rely upon any instructions received  from
   the  Plan  Administrator  and may  conclusively  presume,
   without any duty to inquire, that all instructions of the
   Plan  Administrator regarding specific Investment Company
   Shares  to  be  purchased for a Participant's  Account(s)
   reflect  the directions of such Participant in accordance
   with the Plan.
              7.3  The Custodian shall be under no  duty  to
   examine  the  records of the Employer  to  determine  the
   accuracy thereof or whether any certification has been or
   should have been made, or the accuracy of any information
   which   shall   have   been  received   from   the   Plan
   Administrator  or  Employer, or whether any  contribution
   under  the  Plan  has  been properly  determined  by  the
   Employer,  nor  shall  the Custodian  have  any  duty  or
   responsibility to enforce contributions.
              7.4 The Custodian shall not be liable for  any
   action  taken upon any certification or direction of  the
   Plan  Administrator or Employer, or for acting  upon  any
   written  notice,  certification  or  other  document   or
   writing  believed by it to be genuine and  to  have  been
   signed  and  delivered by proper person or  persons.  The
   Custodian   shall   be  under  no  duty   to   make   any
   investigation  or inquiry as to statements  contained  in
   any  such  notice,  certification or  other  document  in
   writing,  and may accept the same as conclusive  evidence
   of  the  truth  and  accuracy of the  statements  therein
   contained  but, in its sole and absolute discretion,  the
   Custodian may require such further or additional evidence
   as to it may seem reasonable.
              7.5 The approval by the Employer of any report
   or accounting by the Custodian, including but not limited
   to an account by any resigned or removed Custodian, shall
   be  a complete release and discharge of the Custodian  or
   of  such  resigned or removed Custodian (as the case  may
   be),  if  not prohibited by section 410(a) of ERISA,  and
   shall  be  binding upon all Participants and all  persons
   claiming under them. No successor Custodian shall  be  in
   any  way  liable  or  responsible for  anything  done  or
   omitted   in  the  administration  of  the  Participant's
   Accounts  prior  to  the  date it  becomes  a  Custodian.
   Anything  herein  to  the contrary  notwithstanding,  the
   Employer  shall  be without power to approve  any  action
   taken  by the Custodian which is in contravention of  any
   of  the  terms  or  provisions of the Plan  or  Custodial
   Agreements.

SECTION 8. ACCOUNTING, RECORDS AND RETURNS.
   
             8.1 Within 90 days after the close of each Plan
   Year  or  the  date  of its removal or  resignation,  the
   Custodian shall file with the Employer an account of  its
   administration of all transactions hereunder  during  the
   preceding year or from the close of the last Plan Year to
   the  date  of removal or resignation. If the Employer  or
   the Plan Administrator has not objected to any accounting
   by  the Custodian within 90 days of receipt thereof, such
   accounting shall be deemed to have been approved  by  the
   Employer  and  the  Plan Administrator. All  transactions
   hereunder  shall be recorded by the Custodian in  records
   open  to inspection by the Employer or persons designated
   by the Employer.
              8.2 The Custodian shall file with the Internal
   Revenue   Service  such  returns  and  other  information
   required of it pursuant to the Internal Revenue Code.
              8.3  The  Custodian shall mail to the Employer
   all  notices, prospectuses, financial statements, proxies
   and  proxy  soliciting  material relating  to  Investment
   Company Shares held hereunder, which notices, etc.  shall
   be   distributed  by  the  Plan  Administrator   to   the
   appropriate Participants.

SECTION 9. COMPENSATION OF THE CUSTODIAN.
              The  Custodian shall receive compensation  for
   its  services  hereunder in accordance with  the  current
   schedule  of rates as agreed to between Nicholas Company,
   Inc. and the Custodian.

SECTION 10. RESIGNATION AND REMOVAL OF THE CUSTODIAN.
             10.1 The Custodian may resign by giving written
   notice   to  Nicholas  Company,  Inc.  by  certified   or
   registered mail, which resignation shall be effective  no
   less  than  sixty  (60) days after  receipt  by  Nicholas
   Company, Inc. of such notice, unless otherwise agreed  by
   the Custodian and Nicholas Company, Inc. In the event  of
   resignation  by  the  Custodian, Nicholas  Company,  Inc.
   shall  amend the Plan in accordance with Section 11.1  of
   the  Plan and create a new trust or other funding vehicle
   within  sixty  (60) days after receipt of the  notice  of
   resignation.  Should Nicholas Company, Inc.  fail  so  to
   act,  the  Plan  shall  terminate and  the  Participant's
   Accounts shall be distributed in accordance with  Section
   11.5 of the Plan.
               10.2  The  Board  of  Directors  of  Nicholas
   Company, Inc. may remove the Custodian by giving  written
   notice  by  certified or registered mail,  which  removal
   shall  be  effective no less than sixty (60)  days  after
   receipt by the Custodian of such notice, unless otherwise
   agreed by the Custodian and Nicholas Company, Inc. In the
   event of removal of the Custodian, Nicholas Company, Inc.
   shall  amend the Plan in accordance with Section 11.1  of
   the  Plan and create a new trust or other funding vehicle
   within  sixty (60) days after the Custodian's receipt  of
   the notice of removal. Should Nicholas Company, Inc. fall
   so to act, the Plan shall terminate and the Participant's
   Accounts shall be distributed in accordance with  Section
   11.5 of the Plan.

SECTION 11. CONCERNING THE CUSTODIAN.
               11.1   The  Custodian  need  not  engage   in
   litigation  unless first indemnified against  expense  by
   the  Employer  or unless the litigation is occasioned  by
   the  fault of the Custodian or involves a question of its
   fault.
          11.2   Nothing  contained  in  the  Plan,   either
   expressly  or by implication, shall be deemed  to  impose
   any  powers, duties or responsibilities on the  Custodian
   other  than  those  set  forth  in  this  Agreement   The
   Custodian  shall  be  under no duty  to  take  any  other
   action  unless  the Employer or Plan Administrator  shall
   furnish  the  Custodian with instructions in proper  form
   and   such  instructions  shall  have  been  specifically
   agreed to by the Custodian in writing.
             11.3 The Employer shall have the sole authority
   to  enforce  this  Agreement on behalf  of  any  and  all
   persons   having   or  claiming  any  interest   in   the
   Participant's  Account(s)  by  virtue  of  the  Custodial
   Agreement   or   Plan.  To  protect   the   Participant's
   Account(s)   from  expenses  which  might  otherwise   be
   incurred, it is imposed as a condition to the acquisition
   of  any interest in the Participant's Account(s), and  it
   is  hereby agreed, that no person other than the Employer
   may  institute  or  maintain  any  action  or  proceeding
   against the Custodian in the absence of written authority
   from  the  Employer  or a determination  of  a  court  of
   competent  jurisdiction that in refusing  such  authority
   the Employer has acted fraudulently or in bad faith
              11.4  The  Custodian shall have the  following
   specific powers:
       (a)  To hold securities in its name or the name of  a
       nominee;
       (b)  To employ suitable agents or counsel;
       (c)   To  continue to have the powers  granted  under
       this  Agreement  until final distribution  of  assets
       regardless  of termination of the Plan  or  Custodial
       Agreements; and
       (d)   To  act in any jurisdiction without bond unless
       otherwise required by law.

SECTION 12. RULES AND REGUMTIONS.
   The  Custodian  shall, from time to time,  formulate  and
   issue such rules and regulations as it may deem necessary
   for the purpose of its administration of the Plan, but no
   such  rule  or regulation shall be effective which  shall
   attempt  to  divest any Participant from  any  beneficial
   interest or right accruing to him under the terms hereof,
   or  which  shall attempt to vest in the Employer  at  any
   time  any property rights in or to funds or property held
   by the Custodian.

SECTION 13. AMENDMENT
   The  Custodian may with the approval of Nicholas Company,
   Inc.  amend  the provisions of this Custodial Account  at
   any  time.  Amendments  may be retroactive,  and  may  be
   applicable  to  existing  as  well  as  future  Custodial
   Agreements of which this Custodial Agreement is  a  part,
   but  no amendment, whether or not retroactive, shall take
   effect  until ten (10) days subsequent to the mailing  of
   notice thereof by the Custodian to each Employer, if any,
   whose Custodial Agreement will be affected thereby.
   
   
   EXHIBIT B


               NICHOLAS MASTER RETIREMENT PLAN
                              
                     GENERAL INFORMATION

             In 1962, the Federal Government established the
   Self-Employed  Individual  Tax  Retirement  Act.  It   is
   commonly  called the Keogh Act in honor of  the  sponsor.
   The   purpose   of  the  Act  is  to  help  self-employed
   individuals   provide  for  their   own   retirement   by
   establishing  retirement plans. Your yearly contributions
   to  a  Keogh plan are a tax deductible expense,  and  the
   earnings   of   the   fund  accumulate   tax-free   until
   retirement.
              The  Nicholas Master Retirement Plan for Self-
   Employed  Individuals includes two types  of  plans  -  a
   profit   sharing  plan  allowing  a  flexible   rate   of
   contributions  from year to year, and  a  money  purchase
   plan  requiring the same fixed rate of contributions each
   year.  You  can adopt either or both plans. If you  adopt
   both, you will be considered as having two Keogh plans.
              The  Nicholas Company, Inc. provides you  with
   IRS  approved  master plan documents (consisting  of  the
   Basic  Plan  Document  Number 01  and  the  Participation
   Agreement or Agreements you complete and sign), and  also
   provides  professional investment management through  the
   Nicholas Family of Mutual Funds.
              You are responsible for administering the plan
   or  plans you adopt in accordance with the terms  of  the
   plan  documents and applicable laws and regulations,  and
   for   preparing  any  notices,  descriptions,  elections,
   consents,  beneficiary designations, reports  or  similar
   materials   that  may  be  required  in  the  course   of
   administering  your  plan(s).  Failure  to  operate  your
   plan(s) in accordance with the master plan documents  may
   result  in disqualification of your plan(s) by  the  IRS,
   even   though  the  IRS  has  approved  the  master  plan
   documents.  You  should work in close  consultation  with
   your   own   professional  advisors   in   adopting   and
   administering a plan or plans.
              The  following  questions and answers  address
   questions that are frequently asked about Keogh plans.
              Many  facets of life have their own "language"
   and   Keogh   plans   are   no  exception.   A   complete
   understanding of the terms and definitions of Keogh plans
   is   necessary  Defined  terms  used  in  the   following
   "question  and  answer  section"  and  the  other   Keogh
   documents  are  explained in Section 2  of  the  Nicholas
   Master  Retirement  Plan  for Self-Employed  Individuals.
   Please refer to these definitions frequently as you  read
   this.

I. GENERAL
   (1)  WHO MAY ESTABLISH A KEOGH PLAN?
              Incorporated  businesses  cannot  establish  a
   Nicholas Plan. Generally, anyone who receives income  for
   personal  services in an unincorporated business  may  do
   so. Examples include persons running small commercial  or
   industrial  unincorporated  businesses  and  professional
   people   in   private  practice.  Eligibility   in   some
   situations  can  be  more difficult  to  determine.  Many
   individuals   who   work  with   a   company,   such   as
   manufacturers' representatives, may still  be  considered
   self-employed and eligible for a Keogh plan on their own.
   Another example would be that some real estate agents are
   deemed independent contractors even though they work  for
   a  realtor organization. Where there is a question,  your
   tax  adviser or the IRS can usually clarify the situation
   quickly.
             Many people who work for corporations engage in
   part-time work for themselves and may set up a Keogh plan
   for that portion of their income.
   (2)  DO ALL YOUR EMPLOYEES HAVE TO BE COVERED?
               All   regular   "employees"  and   "non-owner
   partners" must be covered subject to the conditions noted
   below  These  people  may  not  exclude  themselves  from
   coverage.
     (a)  You may establish a waiting period of up to two years
       of service before entering the plan. You may establish a
       minimum age requirement for participation, but the minimum
       age may not be later than age 21. All owners must satisfy
       the same waiting period as their employees.
     (b)  Part-time employees do not have to be covered. For
       example, a person who never works over 1,000 hours in a year
       may be considered a part-time employee. If 1,000 hours is
       established as the cutoff point, owners will not get credit
       for a "year of service" if they do not accumulate 1,000
       hours of service. The cutoff point for a year of service can
       be set lower than 1,000 hours, but not higher. Refer to
       paragraph 3(b) of the Participation Agreement.
   (3)  MUST ALL "OWNERS" BE COVERED?
              All employees, including owner-employees, must
   be covered by the same rules governing participation.
   (4)    HOW   MUCH  MAY  BE  CONTRIBUTED  ON   BEHALF   OF
   PARTICIPANTS UNDER A KEOGH PLAN?
              An owner who maintains one or more Keogh plans
   for  his business or who maintains a defined contribution
   plan   may  contribute  up  to  the  lesser  of  25%   of
   compensation or $30,000 for each participant. The maximum
   deductible  contribution  to  any  profit  sharing  plan,
   however,   is   15%   of   compensation,   not   counting
   compensation  in  excess of $150,000.  (The  $30,000  and
   $150,000  limits are subject to cost of living  increases
   announced  by  the IRS from time to time.  See  your  tax
   adviser   for  further  information  on  the   applicable
   limits.)
               You  should  be  aware  that  the  percentage
   limitation  on  the  deductible  contribution   must   be
   computed  for owners by reducing the owner's compensation
   by the amount of the contribution made by the employer on
   behalf  of  the owner to the Plan (or any other qualified
   plan)  and also by the amount of any self-employment  tax
   deduction. The formula to determine the dollar amount  of
   your  contribution  is  to  multiply  the  percentage  of
   compensation  you  want to contribute  within  the  above
   limits  by the following amount: [Your Net Profits  minus
   1/2  Self-Employment Tax] divided by [1  +  Your  Desired
   Contribution Percentage]. Please consult your tax adviser
   to  determine the exact amount of the maximum  deductible
   contribution you may make each year.
   Only  the first $150,000 of earned income or compensation
   is  considered  under  the Nicholas Plan  in  determining
   contributions. The $150,000 limit applies, in many cases,
   to  the combined compensation of the owner and any spouse
   or children who are also employed by the business.
               Part-time,  self-employed  persons  can  also
   contribute  to a Keogh plan subject to the above  limits.
   It  is  recommended  that  the  part-time,  self-employed
   consult   their   tax   advisers   before   making    any
   contributions.
              The  percentage contributed for your employees
   is  determined  by  the formula of your  plan.  You  must
   contribute to each employee no less of a percentage  than
   you contribute for yourself.
   (5)  WHAT IS A PARTICIPANT'S "COMPENSATION"?
              For  owners, "compensation" means the  owner's
   earned  income  (see  Section  2(h)  of  the  Plan).   In
   determining  earned income, any deductible  contributions
   made  by the employer on behalf of the owner to this Plan
   or any other qualified plan, and any deduction allowed to
   the   employer   for  self-employment  taxes,   must   be
   subtracted from the total earnings of the owner.
              For  other  participants, "compensation"  will
   mean either W-2 earnings or "compensation" as defined  in
   Section 415(c)(3) of the Internal Revenue Code. You  must
   select  the  applicable definition in  the  Participation
   Agreement.
              IRS  regulations identify W-2 compensation  as
   compensation  received by the employee from the  employer
   that  is  required  to  be  reported  as  wages  on   the
   employee's  Form  W-2  for income tax  purposes.  Section
   415(c)(3)(A)   of  the  Internal  Revenue  Code   defines
   "compensation" for any year to mean "the compensation  of
   the  participant  from the employer for  the  year."  IRS
   regulations    specify    that    Section    415(c)(3)(A)
   compensation  does  not  include:  contributions   to   a
   deferred  compensation plan that are not taxable  to  the
   employee  in  the year of contribution; amounts  realized
   upon  the  exercise  of  a  non-qualified  stock  option;
   amounts realized upon the sale of stock acquired under  a
   qualified  stock  option;  other  amounts  that   receive
   special  tax benefits (such as group term life  insurance
   premiums or amounts realized when restricted property  is
   no   longer   subject  to  a  risk  of  forfeiture);   or
   distributions from a deferred compensation plan  (whether
   or not includable in the employee's gross income).
              You  must  also  elect  in  the  Participation
   Agreement whether "compensation" will include or  exclude
   contributions   made  pursuant  to  a  salary   reduction
   agreement  and which are not includable in the employee's
   gross  income  because  of Code Sections  125  [cafeteria
   plans],   402(a)(8)  [now  402(e)(3),  cash  or  deferred
   arrangements],  402(h)  [SEPs]  or  403(b)  [tax-deferred
   annuities].
              Employers  should consult their  tax  advisers
   regarding  which  definition of  "compensation"  is  most
   suitable to them.
   (6)   AM I LOCKED INTO THE SAME ANNUAL CONTRIBUTION  EACH
   YEAR?
              The  annual  contribution percentages  to  the
   profit  sharing  plan may be changed by the  employer  to
   allow for changes in business conditions. If you wish  to
   change  your annual contribution percentage to the profit
   sharing  plan,  you must submit an amended  Participation
   Agreement  to  the  custodian.  Fluctuations  in   annual
   contributions must not discriminate in favor of owners or
   be used as an income averaging device by owners.
   The  annual contribution percentage to the money purchase
   plan may not be varied from year to year because that may
   adversely affect the plan's tax status.
   (7)  WHAT ABOUT EMPLOYERS WITH OTHER KEOGH PLANS OR OTHER
   EMPLOYEE BENIFT PLANS?
             Generally, limits on contributions apply to the
   sum  of all plans maintained by a single employer. Please
   refer to Sections 6.2, 6.3 and 6.4 of the Nicholas Master
   Retirement Plan for Self-Employed lndividuals.  Employers
   in  the situation described in Sections 6.3 or 6.4 of the
   Plan  should consult their tax advisers regarding  proper
   allocation to more than one Keogh plan.
   (8)   HOW LONG MAY CONTRIBUTIONS BE MADE ON BEHALF OF  AN
   OWNER?
             The owner may continue to make contributions to
   the plan as long as he continues to work.
   (9)  WHAT BENEFITS IS AN EMPLOYEE ENTITLED TO RECEIVE  IF
   HE LEAVES THE EMPLOYER?
              The Nicholas Plan provides that the account of
   a  participant  is  100% "vested"  at  all  times  (i.e.,
   nonforfeitable, whether or not he continues to  work  for
   the employer). Consequently, a participant who leaves the
   employer would be entitled to receive 100% of his or  her
   account.
   (10) WHEN CAN THE PAYMENT OF BENEFITS BEGIN?
              Payment of benefits generally may begin when a
   participant's employment terminates (including retirement
   or  death). However, the participant and, in some  cases,
   the participant's spouse, must sign a written consent  to
   any  payment  of benefits before the participant  reaches
   age  62  or,  if  later, the normal  retirement  age  you
   specify in the participation agreement
              A  10%  additional tax (in addition to regular
   income taxes) is imposed on distributions before a  self-
   employed  participant  reaches  age  59-1/2,  unless  the
   participant  makes a tax-free rollover or  in  situations
   where   certain  other  limited  exceptions  apply.   See
   question (12) for more information on rollovers.
               Generally,  benefit  distribution   for   all
   participants  must  begin by the April  1  following  the
   calendar  year in which the participant reaches  age  70-
   1/2.  For  participants who attained  age  70-1/2  before
   January  1,  1989, special rules apply.   Please  consult
   your  tax adviser and Section 1.401(a)(9) of the Proposed
   Income  Tax Regulations concerning the timing and  amount
   of any required minimum distributions.
   (11) HOW MAY DISTRIBUTIONS BE MADE?
              In  the  case of married participants  in  the
   money purchase plan who die prior to the commencement  of
   benefits, distributions from the money purchase plan must
   be made to the participant's surviving spouse in the form
   of  a  pre-retirement survivor annuity unless the married
   participant  makes a qualified election to have  benefits
   distributed in an optional form.
              In  addition, retirement benefits to a married
   participant in the money purchase plan must  be  paid  in
   the form of a qualified joint and survivor annuity and in
   the  form  of a life annuity to an unmarried participant,
   unless the participant makes a qualified election to have
   benefits distributed in an optional form.
             Distributions from the profit sharing plan to a
   participant  or his beneficiary may be made in  a  single
   payment or in installments.
               If  a  participant  dies  before  his  entire
   interest  in  the profit sharing plan is  distributed  to
   him,  his  remaining interest may have to be  distributed
   within five (5) years. The five-year rule may also  apply
   to post-death distributions from the money purchase plan,
   if  the  participant  was  single  or  made  a  qualified
   election  not  to have benefits paid as a  pre-retirement
   survivor annuity. Please refer to Section 7.9(e)  of  the
   Plan for additional details.
              The plan administrator (see question (24))  is
   responsible  for  making sure that  distributions  comply
   with  the  consent procedures and other requirements  and
   restrictions described in Section 7 of the Plan.
   (12) HOW IS THE DISTRIBUTION TAXED?
              Unless  part of your distribution has resulted
   from assets transferred to the Nicholas Master Retirement
   Plan  for  Self-Employed Individuals from an older  plan,
   all distributions are taxed as ordinary income.
              If the entire amount is paid in one year it is
   considered  ordinary income. Participants who  turned  50
   before  January  1,  1986 may elect a  form  of  ten-year
   averaging. Other participants may be eligible to elect  a
   special   five-year  forward  averaging  for   lump   sum
   distributions however, a distribution before  age  59-1/2
   to  a  self-employed individual on account of  separation
   from  service does not qualify). Distributions  taken  in
   installments are taxed as ordinary income as received.
               Distributions   generally  are   subject   to
   mandatory  20%  withholding  for  federal  income  taxes.
   Participants can avoid this withholding and  defer  taxes
   by electing to have the distribution paid directly to the
   trustee  or  custodian of an IRA or of another retirement
   plan that accepts rollovers. This type of transaction  is
   sometimes   called   a   "Direct  Rollover."   The   plan
   administrator (see question (24)) is required to  provide
   a  written  explanation of the mandatory withholding  and
   direct rollover rules before the distribution is made.
              Please  consult  your  tax  adviser  before  a
   distribution is made to review the alternatives  and  the
   tax.   Be   particularly  careful   if   you   made   any
   contributions to a Keogh plan before December  31,  1973.
   Your  tax adviser can determine, in such a situation,  if
   part  of  any  distribution is eligible for capital  gain
   treatment.
   (13) MAY VOLUNTARY CONTRIBUTIONS BE MADE?
             No.
   (14)   ARE   THERE   PENALTIES  IMPOSED   UNDER   CERTAIN
   SITUATIONS?
              There  may  be  a 10% penalty on distributions
   before age 59-1/2, as described in the answer to question
   (10)  above.  An individual receiving distributions  from
   qualified  retirement plans, tax sheltered annuities  and
   IRAs in excess of $150,000 may be subject to a 15% excise
   tax. There are exceptions, however, for payments: (a)  to
   a  beneficiary after a participant's death; (b)  directed
   by a qualified domestic relations order; (c) of after-tax
   employee contributions; or (d) rolled over to an  IRA  or
   another qualified plan.
   (15)  WHAT  GOVERNMENT  FORMS  MUST  BE  FILED  AND  WHAT
   INFORMATION MUST BE DISTRIBUTED TO PARTICIPANTS?
               Most  adopting  employers  may  rely  on  the
   favorable opinion letters issued by the Internal  Revenue
   Service  to the Nicholas Company on the qualification  of
   the Master Plan. The following employers may not rely  on
   the  opinion  letters issued by the IRS on  the  Nicholas
   Plan,   and  must  apply  to  the  IRS  for  a   separate
   determination  that their participation in  the  Nicholas
   Plan qualifies for favorable tax treatment:
              (a)  An  employer who maintains  or  ever  has
   maintained  another  qualified  plan  for  one  or   more
   employees who are covered by the Nicholas Plan(s),  other
   than  a  specified  paired plan  within  the  meaning  of
   Section 7 of Rev. Proc. 89-9, 1989-6 I.R.B. 14; or
             (b) An employer who maintains a welfare benefit
   fund  defined  in  Internal Revenue Code Section  419(e),
   which provides post retirement medical benefits allocated
   to separate accounts for key employees as defined in Code
   Section 419A(d)(3).
              If  either  of the two exceptions  apply,  the
   employer  should  request a determination  letter  as  to
   whether the Nicholas Plan(s), considered with all related
   qualified  plans  and,  if appropriate,  welfare  benefit
   funds,   satisfies  the  requirements  of  Code   Section
   401(a)(16)   as   to   limitations   on   benefits    and
   contributions in Code Section 415.
             An adopting employer must provide notice of the
   adoption  (or amendment) of the Nicholas Plan(s)  or,  if
   applicable,  of  the intent to apply for a  determination
   letter,  to  interested parties in  accordance  with  the
   requirements of Sections 16, 17 and 18 of IRS Rev.  Proc.
   94-6,  I.R.B.  1994-1, 142 (or any successor instructions
   from the IRS).
              The Internal Revenue Service and Department of
   Labor  require certain forms to be filed each  year.  The
   plan  administrator (which is normally the  employer)  is
   responsible  for  filing these forms on a  timely  basis.
   These forms may be obtained directly from either of these
   agencies. Nicholas Company and the custodian will provide
   certain  data  each year that the employer  or  his  plan
   administrator, can insert on the applicable forms. In the
   initial plan year and every third year, the employer must
   file  a  form number 5500C. In the intervening two  years
   the  employer must file a shorter, less complicated  Form
   5500R.  One-participant  plans  may  generally  use  Form
   5500EZ,  and  may not need to file at all if  total  plan
   assets are $100,OOO or less.
              A  summary plan description, which is a "plain
   language"  description of the Plan must also be  prepared
   and  submitted to the Department of Labor and to each new
   participant.  A summary description of any amendments  to
   the  Plan  must  also  be prepared, distributed  to  Plan
   participants, and filed with the Department of Labor each
   time the Plan is amended. In addition, each year the plan
   administrator must also distribute to each participant  a
   summary  of the annual report filed on the IRS Form  5500
   series.
              Certain notices, elections and consents may be
   required in connection with beneficiary designations  and
   benefit distributions. These requirements are detailed in
   specific Plan Document sections, especially Section 7.
              The IRS and Department of Labor may change the
   filing  and  notice  requirements  from  time  to   time.
   Employers,  or  their administrators, should  check  with
   their  legal tax advisers before the end of each calendar
   year. These functions are the responsibility of the  plan
   administrator and neither Nicholas nor the custodian will
   monitor the employer's compliance.
   (16)  HOW MANY INVESTMENT COMPANIES CURRENTLY ADVISED  BY
   NICHOLAS COMPANY ARE AVAILABLE FOR CONTRIBUTIONS?
              Currently  Nicholas offers  a  choice  of  six
   mutual funds:
       -     Nicholas Fund
       -     Nicholas II
       -     Nicholas Limited Edition
       -     Nicholas Equity Income Fund
       -     Nicholas Income Fund
       -     Nicholas Money Market Fund
             See question (19) for information regarding the
   investment objectives of these funds. If you do not  have
   the   applicable  fund  prospectus,  please  contact  the
   Nicholas  Family of Funds. The prospectus  contains  more
   complete information regarding charges and expenses. Read
   it carefully before you invest.
   (17)  MUST  ALL  MY CONTRIBUTIONS BE MADE  TO  INVESTMENT
   COMPANIES ADVISED BY NICHOLAS COMPANY?
              All  contributions to this self-employed  plan
   must  be  invested  in  investment companies  advised  by
   Nicholas  Company. However, employers may also contribute
   to other qualified retirement plans. Contributions to all
   plans  are  added together in regards to  maximum  limits
   allowed per year.
   (18)  WHY  SHOULD I CONSIDER A MUTUAL FUND FOR  MY  KEOGH
   ACCOUNT?
              A  mutual fund, through its adviser,  provides
   its investors with professional investment management. It
   also  provides  the  investor  with  diversification   of
   portfolio investments.
   (19)  WHAT  ARE THE INVESTMENT OBJECTIVES OF THE  VARIOUS
   MUTUAL FUNDS OFFERED BY NICHOLAS COMPANY?
              The  primary investment objective of  Nicholas
   Fund is capital appreciation, and securities are selected
   for  its portfolio on this basis. Current income will  be
   only  a secondary factor in considering the selection  of
   investments  and incidental to the primary  objective  of
   appreciation. Nicholas II has an investment objective  of
   long-term   growth  in  which  income  is   a   secondary
   consideration. Nicholas Limited Edition,  a  growth  fund
   with  a  similar objective of long-term growth  in  which
   income  is a secondary consideration, is limited  in  the
   amount  and scope of its offering. The primary investment
   objective  of Nicholas Equity Income Fund is  to  produce
   reasonable  income, with moderate long-term growth  as  a
   secondary consideration. Nicholas Income Fund seeks  high
   current  income  consistent  with  the  conservation   of
   capital  values. There are market risks inherent  in  any
   equity  investment and there can be no assurance  against
   possible  loss  in  the  value of the  Fund's  portfolio.
   Nicholas Money Market Fund has an investment objective of
   achieving  as  high  a  level of  current  income  as  is
   consistent   with   preserving  capital   and   providing
   liquidity.
   (20) WHEN MUST THE PLAN BE STARTED?
                The    Nicholas   Master   Retirement   Plan
   Participation  Agreement  must  be  signed  by  both  the
   employer  and  the  custodian  before  the  end  of   the
   employer's tax year (generally December 31). The  minimum
   contribution  is  $500  for the  Nicholas  Fund  and  the
   Nicholas Income Fund, $1,000 for Nicholas II, and  $2,000
   for  Nicolas Limited Edition, Nicholas Equity Income Fund
   and Nicholas Money Market Fund. This contribution must be
   received  by  the  custodian at  the  time  the  plan  is
   started.
             The balance of the employer's contribution must
   be received by the custodian prior to the due date of the
   employer's  tax  return  (generally  April  15)  or   any
   extension thereof.
   (21) WHAT FEES MUST BE PAID?
   Please refer to the enclosed fee schedule for a list  and
   explanation of the current custodian fees.

II. PROCEDURES
   (22)  HOW DO I ESTABLISH MY SELF EMPLOYED RETIREMENT PLAN
   AND MAKE MY INITIAL CONTRIBUTION?
              The  employer  must complete and  execute  two
   copies  of  the Participation Agreement and forward  them
   directly to the custodian at the following address:
   Nicholas Master HR-10 Plan
   c/o Firstar Trust Company
   P0. Box 2944
   Milwaukee, Wisconsin 53201-2944
Along  with the Participation Agreements, the employer  must
also  forward  to  the  custodian a completed  and  executed
Application   for   Participation  for   each   participant,
including  each owner or partner. Each application  must  be
approved  by  the plan administrator. The plan administrator
must also obtain directions from each participant as to  the
investment  fund(s) the participant desires the contribution
on  his or her behalf to be invested in. A completed initial
Contribution  Summary  Form must be sent  to  the  custodian
indicating  the  amount  contributed  on  behalf   of   each
participant  and  the  investment  fund(s)  in   which   the
participant  has directed the contribution  on  his  or  her
behalf  to  be  invested. To establish a valid self-employed
retirement plan, the above documents must be received by the
custodian  prior to the end of the employer's  taxable  year
(generally December 31).
   (23)  WHAT IF A PARTICIPANT MAKES AN IMPRUDENT INVESTMENT
   DECISION?
      Department  of Labor regulations under a  federal  law
referred  to  as  "ERISA 404(c)" describe  conditions  under
which  you (or any other administrator of your plan) may  be
relieved of responsibility or potential legal liability that
might   otherwise  apply  in  connection  with   participant
investment decisions.
     To   qualify  for  this  special  protection,  the  new
regulations   will   require   that   you   follow   certain
administrative procedures. Generally speaking,  participants
must  be  allowed to change investments at least  quarterly,
and  they  must  be given certain disclosures regarding  the
investment options, how to give investment instructions, and
whether  the  plan is intended to qualify for  ERISA  404(c)
protection.
              Please  consult an attorney with expertise  in
   this  area  for specific guidance on how to  qualify  for
   this protection.
   (24) WHAT IS A "PLAN ADMINISTRATOR"?
    Section  2(z)  of  the  Plan  and  Paragraph  6  of  the
Participation   Agreement  name  the   employer   as   "plan
administrator."  An employer is permitted to  delegate  that
duty to someone else (but not to the Nicholas Company or  to
the  custodian)  if  he  chooses. A  plan  administrator  is
generally   responsible   for  transmitting   contributions,
payments  and information between the employer, participants
and   the  custodian.  The  specific  duties  of  the   plan
administrator are found in Section 8 of the Plan. There  are
additional  duties and responsibilities placed on  the  plan
administrator by regulations issued by the Internal  Revenue
Service and the U.S. Department of Labor, some of which  are
described  in the answer to question (15) above. You  should
consult  with  your attorney or other counsel  to  determine
those additional responsibilities.
   (25) HOW DO I MAKE ADDITIONAL CONTRIBUTIONS?
    You  should  forward  to  the custodian  a  Contribution
Summary  Form  with  each  contribution  submitted  to   the
custodian. The Contribution Summary Form should indicate the
name  of  each participant for whom a contribution is  being
made,  the amounts contributed and whether they are employer
or  rollover contributions, and the account number to  which
the additional contributions are being made. The form should
also   designate  the  investment  fund(s)  in   which   the
participant has directed the contribution for him or her  to
be   invested.  The  form  must  be  signed  by   the   plan
administrator. The minimum additional contribution is  $100.
Please  notify  Nicholas Company if you  require  additional
Contribution Summary Forms.
(26)  HOW  WILL  I  KNOW  WHAT HAS  BEEN  INVESTED  FOR  THE
PARTICIPANTS' ACCOUNTS?
      Upon  receipt of your Contribution Summary  Form,  the
custodian   will  invest  contributions  in  the   specified
investment  funds and will forward to the plan administrator
a  confirmation for each amount invested showing the  dollar
amount  invested and the number of shares purchased  by  the
contribution.  At  the end of the year, the  custodian  will
forward  to the plan administrator annual statements showing
the contributions and dividend reinvestments for the account
for the entire year.
(27)  WHAT  HAPPENS WHEN A NEW PARTICIPANT BECOMES  ELIGIBLE
FOR THE PLAN?
     When a new participant first becomes eligible he should
execute  an  Application for Participation. At  the  time  a
contribution  is first made for that participant,  the  plan
administrator should approve his application and forward  it
to  the  custodian along with the Contribution Summary  Form
indicating  his initial contribution. The plan administrator
should   also   have  the  participant   direct   the   plan
administrator   as   to   which   investment   fund(s)   the
contribution for that participant is to be invested in,  and
the  plan  administrator  must designate  the  participant's
investment choice on the Contribution Summary Form.
(28) WHAT HAPPENS WHEN A PARTICIPANT TERMINATES EMPLOYMENT?
      As  soon  as  possible after a participant  terminates
employment with the employer, the plan administrator  should
complete the Benefit Payment Authorization Form, a sample of
which  is  enclosed.  The  plan  administrator  should  make
additional  copies of this form as necessary. If the  reason
for  payment  of  benefit is death  of  the  participant,  a
participant's   certified  death  certificate,   beneficiary
designation  (and/or  survivor annuity  benefit  waiver  and
spousal consent) must be forwarded to the custodian with the
Payment Authorization Form. If termination of employment  is
due   to   disability,  a  doctor's  certification  of   the
disability  must also be forwarded to the custodian.  Please
note  that  both the participant's signature  and  the  plan
administrator's signature must appear on the Benefit Payment
Authorization Form.
       Your  plan  administrator  is  also  responsible  for
complying  with  any  notice,  election,  consent  or  other
requirements specified in the plan documents (especially  in
Section 7) relating to distributions.
(29) WHAT HAPPENS IF THE EMPLOYER INCORPORATES?
     If the employer incorporates, contributions to his self-
employed  plan must cease. You should consult your legal  or
tax  advisers regarding the disposition of your  Keogh  plan
before incorporating your business.
(30)  MAY  I  TRANSFER MY CONTRIBUTIONS  FROM  ONE  FUND  TO
ANOTHER AFTER THEY HAVE BEEN INVESTED?
      Yes,  if  you  are interested in this, please  contact
Nicholas Company for details.
(31)  MAY  I ROLLOVER A DISTRIBUTION I RECEIVE FROM  ANOTHER
QUALIFIED RETIREMENT PLAN INTO EITHER OF THE NICHOLAS PLANS?
      Yes.  The  Internal Revenue Code was amended effective
beginning in 1987 to remove certain restrictions on rollover
contributions  by  key  employees. Therefore,  beginning  in
1987,  the  Nicholas Plan will accept rollover contributions
which  qualify as tax-free rollovers under the  requirements
of  the  Internal Revenue Code. You should consult your  tax
adviser  for  more information and guidance about  making  a
rollover   contribution.  Please  note  that,  among   other
requirements, a rollover must be accomplished  within  sixty
(60)  days  of  receipt of the distribution to  qualify.  In
order  to  avoid mandatory tax withholding on a distribution
from a qualified plan, a rollover should be made by means of
a   direct  payment  from  the  distributing  plan  to   the
custodian.
(32)  WHERE  CAN I GET MORE INFORMATION ABOUT  THE  NICHOLAS
MASTER RETIREMENT PLAN FOR SELF-EMPLOYED INDIVIDUALS?
      If  your  question deals with general,  legal  or  tax
aspects  of a self-employed retirement plan, you may  obtain
additional  information  from your  local  Internal  Revenue
Service  office. Your attorney or other professional adviser
should   be   consulted  regarding   the   legal   and   tax
considerations of your using the Nicholas Master  Retirement
Plan.


NICHOLAS MASTER RETIREMENT PLAN

                      CHECKLIST OF ENCLOSURES

A. TO  BE FILLED OUT AND FILED WITH THE CUSTODIAN - FIRSTAR TRUST COMPANY


   1.  Participation  Agreements (Profit Sharing, Money  Purchase
       Plan or both) DUPLICATE - FORMS 1 and 2
   2.  Contribution Summary Form - FORM 3
   3.  Application for Participation (ONE FOR EACH PARTICIPANT) - FORM 4



B. TO  BE  FILED  WITH THE PLAN ADMINISTRATOR FOR FUTURE  USE  OR REFERENCE


   1.  Nicholas Company Master Retirement Plan - EXHIBIT A
   2.  Custodial Agreement - EXHIBIT A
   3.  General Information - EXHIBIT B
   4.  Benefit Payment Authorization - FORM 5


                                        CUSTODIAN FEES*
   
Annual Maintenance Fee per Participant**

   Account  Maintained                                     $12.50
   Transfer to Successor Trustee                            15.00
   Lump Sum or Partial Distribution to a Participant        15.00
   Systematic Withdrawal Plan Distributions                 No Fee
   Refund of Excess Contribution                            15.00
   Any Outgoing Wire                                         7.50

*THESE FEES MAY BE SUBJECT TO CHANGE
**DUE BY SETTEMBER 15th EACH YEAR OR DEDUCTED AUTOMATICALLY


700  North Water Street . Milwaukee Wisconsin . 53202-4276 . 414-272-6133
                                
                             [logo]                                12/94


<PAGE>

                                                              Form 1
NICHOLAS MASTER RETIREMENT PLAN
                                                                 

                                                        [ ] New
                                                        [ ] Amended

                        PARTICIPATION AGREEMENT
                         (PROFIT-SHARING PLAN)
                         (PAIRED PLAN 01-001)

   The _________________________________________ Retirement Plan
   The  Sole  Proprietor or Partnership named below  (hereinafter
called  "Employer") hereby agrees to participate in the  Nicholas
Master  Retirement Plan for Self-Employed Individuals (consisting
of  this  Participation Agreement and Basic Plan Document  Number
01)  and  the  Nicholas  Custodial Agreement  effective  for  the
calendar  year ending December 31, 1 9__. (NOTE TO EMPLOYERS:  If
you are adopting this Plan as an amendment to an existing Profit-
Sharing Plan in order to comply with the Tax Reform Act of  1986,
insert "89" in this blank, or if later, the first year for  which
the  existing  plan was effective. The terms of this  replacement
Plan will be effective retroactively for all Plan Years beginning
after  1988,  except as otherwise specified in this Participation
Agreement  or  in  the Basic Plan Document.)  The  Employer  also
hereby  agrees to be bound by said Plan and Custodial  Agreement,
as  from  time  to  time  amended, and all  terms  and  provision
thereof.  All  words or terms defined in the Basic Plan  Document
shall  have  the same definition in this Participation Agreement.
Participation  by  the  Employer  in  said  Plan  and   Custodial
Agreement  shall  be  upon  the following  additional  terms  and
conditions:

   1.__________________________________________________________
                        Name of Employer
   
     __________________________________________________________
                        Street Address
   
     __________________________________________________________
     City                            State             Zip Code
   
     ___________________________________________________________
                 Nature of Business or Profession


      _________________________________________________________
           Employer's  Federal  Tax Identification Number

          (Enter  your  9-digit  employer  identification  number
          (EIN)  assigned by IRS. If you do not have  one,  enter
          "applied for" and apply for one on Form SS-4, available
          from  your local IRS office. This number will be needed
          for  your  Form 5500 CIR annual reports and  other  IRS
          filings.  Notify  us of your EIN  as  soon  as  one  is
          assigned to you.)

Employer's Taxable Year for Federal Income Tax Purposes:

(    ) Calendar Year

(    ) Fiscal Year Ending

Serial  Number  of  the  Plan ___________________________________
(You should  assign  a  three-digit number, beginning  with "001"
and  continuing  in   numerical sequence,  to  each tax-qualified
retirement plan you adopt. This numbering will differentiate your
plans on reports or returns you file with IRS and other agencies.
For instance, if this Plan  is the only plan you maintain,  enter
"001", or if this Plan is the second plan you have adopted, enter
"002".)

   2.   EMPLOYER  APPOINTS  FIRST  WISCONSIN  TRUST  COMPANY   AS
   CUSTODIAN.  Custodian shall invest all contributions  received
   under the Plan in Investment Company Shares designated by  the
   Plan  Administrator  and  in  accordance  with  the  Custodial
   Agreement.

   3.   ELIGIBILITY.
   (a) Each Employee will be eligible to participate in this Plan
in  accordance with Section 3 of the Basic Plan Document,  except
the following:
         (i)   Employees  who  have  not  attained  the  age   of
         __________ (cannot exceed 21).

         (ii)  Employees who have not completed ___________ Years
         of  Credited  Service  (as defined  in  the  Basic  Plan
         Document).  This requirement shall not be  greater  than
         two  (2)  years and shall be deemed to be two (2)  years
         unless  otherwise  indicated.  Employers  may  not   use
         fractional Years of Credited Service.

         (iii) Employees who terminate employment (other than  by
         reason of death or retirement) during the Plan Year with
         not  more  than  500 Hours of Service and  who  are  not
         Employees as of the last day of the Plan Year. (NOTE  TO
         EMPLOYERS: Under a special transition rule reflected  in
         Section  5.2  of  the Basic Plan Document,  Participants
         whose employment terminates during 1989 and who are  not
         Employees as of December 31, 1989 other than because  of
         death   or   retirement  do  not   share   in   employer
         contributions  to the Plan for 1989, even  if  they  had
         more  than  500  Hours of Service  for  1989.  All  such
         Participants must nevertheless be treated as  benefiting
         under  the  Plan  in 1989 for purposes  of  the  minimum
         participation and coverage rules under IRC Sections  401
         (a)(26)  and  410(b). See Proposed Treasury  Regulations
         Sections 1.401 (a) (26)-8(b) (6) and 1.410(b)-10(b)(2).)
For  purposes of this Section, the term "Employee" shall  include
all  employees  of this Employer or any employee aggregated  with
this  Employer  under IRC Sections 414(b), (c), (m)  or  (o)  and
leased employees required to be considered employees of any  such
Employer under IRC Section 414(n) or (0).

   (b) The number of Hours of Service, as that term is defined in
the Basic Plan Document, which shall constitute a Year of Service
shall be ___________ hours. This amount shall be no greater  than
1,000  hours  and shall be deemed to read 1,000  hours  unless  a
smaller  number is filled in. (NOTE TO EMPLOYERS: The number  you
fill  in  is  the  number of Hours of Service  an  Employee  must
complete  within the 12 month period after he or she is hired  or
after  an anniversary of that date in order to receive a Year  of
Credited  Service towards eligibility to participate in the  Plan
under paragraph 3(a) (ii) above. A former Participant will become
a  Participant  immediately upon returning to the employ  of  the
Employer.)

   4.  COMPENSATION.  (NOTE  TO EMPLOYERS:  The  Nicholas  Master
Retirement  Plan  for Self-Employed Individuals formerly  defined
"Compensation" to mean a Participant's total W-2 earnings for the
Plan  Year. If you are adopting this Plan as an amendment  to  an
existing  Profit-Sharing Plan in order to  comply  with  the  Tax
Reform  Act  of 1986, and the definition of Compensation  elected
below  replaces  another  definition of  Compensation  under  the
existing plan, the definition elected below will be effective  as
of January 1 of the year after the year in which this Participant
Agreement is executed. Employers also note: For any Self-Employed
Individual  covered  under  the Plan, Compensation  means  Earned
Income, regardless of the definition selected below.)

Compensation will mean all of each Participant's (check one):

[ ] W-2 earnings
[ ] compensation (as that term is defined in Section 415(c)(3) of
   the Code - see Question 5 of your General Information form)

which is actually paid to the Participant during (check one):

[ ] the Plan Year
[ ] the taxable year ending with or within the Plan Year
[ ] the Limitation Year ending with or within the Plan Year.

Compensation (check one):

[ ] shall include
[ ] shall not include

Employer  contributions  made  pursuant  to  a  salary  reduction
agreement  which are not includible in the gross  income  of  the
Employee  under Section 125, 402(a)(8), 402(h) or 403(b)  of  the
Code.

   5. CONTRIBUTIONS
   (a) Subject to the limitations contained in Section 6 (and the
minimum  contribution requirements of Section 4.2) of  the  Basic
Plan  Document, the Employer shall contribute on behalf  of  each
Participant  an  amount  equal  to ___________  percent  of  such
individual's Compensation (limited to Earned Income for an  Owner
or  Self-Employed  Individual). Unless otherwise  indicated,  the
percent  of Compensation (or Earned Income for an Owner or  Self-
Employed Individual) shall be deemed to be 15%. The Employer  may
change  the percentage of Compensation (or Earned Income  for  an
Owner  or Self-Employed Individual) to be contributed for a  Plan
Year  by  delivering a signed and completed copy  of  an  amended
Participation Agreement to the Custodian prior to the end of such
Plan Year.
   (b)     If  checked  here [ ] by the adopting  Employer;  then
effective  beginning with the first calendar year for which  this
Participation Agreement is effective (as specified in  the  first
paragraph of this Participation Agreement), or effective  instead
beginning  with the Plan Year ending December 31, 19__ (insert  a
year  only  if you want to delay the effective date  to  a  later
year),  and notwithstanding any other provision of the Plan,  the
Employer contributions under subparagraph (a) above shall be made
without regard to current or accumulated earnings and profits for
the taxable year or years ending with or within the Plan Year for
which  the  contribution is made. If the preceding sentence  does
not  apply  for  a  Plan Year; then Employer contributions  under
subparagraph  (a)  above  shall  be  made  out  of   current   or
accumulated Net Income and shall be ratably reduced in the  event
the   Net  Income  of  the  Employer  is  less  than  the   total
contributions  required  to be made  for  such  Plan  Year  under
subparagraph (a) above. (Note to Employers: If you choose to have
this  subparagraph (b) apply, then you will be required  to  make
the  full  contribution specified in subparagraph (a)  each  year
whether  or not you have any current or accumulated profits,  and
this Plan will still be considered a Profit-Sharing Plan.)
   (c)     The Annual Addition for each Participant, as described
in  Section  6.5(a) of the Basic Plan Document, shall not  exceed
for  any  Limitation Year the lesser of the Defined  Contribution
Dollar  Limitation ($30,000 or one4ourth of the  defined  benefit
dollar limitation in effect for the Limitation Year under Section
415(b)(1)  of  the  Code, whichever is greater)  or  25%  of  the
Participant's  Compensation (limited  to  Earned  Income  for  an
Owner) for such Limitation Year.

   6. PLAN ADMINISTRATOR. The Plan Administrator is_____________.
The  Plan  Administrator  must  not  be   the  Custodian  or  the
sponsoring    organization   identified     in          paragraph
15,  and  shall  be  deemed to be the Employer  unless  otherwise
indicated. The Employer shall notify the Custodian of any  change
in  the  Plan Administrator by delivering a signed and  completed
copy of an Amended Participation Agreement to the Custodian prior
to  the  end of the Plan Year for which such change is effective.
(Note  to Employers: The Plan Administrator is the party who  has
the  legal responsibility for administering and interpreting  the
Plan,  as  detailed  more fully in Section 8 of  the  Basic  Plan
Document.  The Plan Administrator must, among other things,  keep
all necessary books and records relating to the Plan, file annual
reports  and  other  forms required by government  agencies,  and
provide   to   or   obtain  from  Participants  or  beneficiaries
appropriate summaries, notices and elections regarding  the  Plan
and  benefits to be distributed under the Plan. The Custodian and
Nicholas   Company,  Inc.  do  not  provide  plan  administration
services.  Such  services are available for a fee  through  other
professional consultants and advisers.)

   7.      CUSTODIAN'S FEES. The Custodian shall receive fees for
its  services  in  respect  to  each  Participant's  account   in
accordance  with the attached fee schedule, which may be  changed
by  the  Custodian with advance notice from time to time. lf  not
separately  included, any acceptance fee listed in  the  attached
schedule  will be deducted from the initial contribution received
from  the  Employer.  Any  acceptance  or  other  Custodian  fees
excluding  annual  maintenance or activity  fees  not  separately
included  will be deducted equally from each Owner's contribution
or  account.  Annual  maintenance  fees  for  each  Participant's
account  and  any  fees  directly related  to  activity  in  that
Participant's account shall be deducted from his account.  Annual
maintenance  fees will be deducted on the last  business  day  in
September of each year and activity fees will be deducted at  the
time  incurred.  Sufficient Investment  Company  Shares  will  be
redeemed to cover this fee.
   Extraordinary  services resulting from unusual  administrative
responsibilities  not  contemplated  by  this  schedule  will  be
subject  to such additional charges as will reasonably compensate
the Custodian for the services performed.

   8.      EMPLOYER'S DUTIES. The Employer hereby agrees that  it
will   distribute  copies  of  the  current  prospectus  of   the
appropriate  Investment  Company or  Companies,  the  Basic  Plan
Document,   the   Custodial   Agreement,   and   this   completed
Participation Agreement, to each and every Participant  on  whose
behalf a contribution is made. The Employer or Plan Administrator
also  agrees  to distribute to Participants, and  file  with  the
appropriate  government  agency,  such  forms  (including  annual
reports, summary plan descriptions and any other forms) as may be
required by the Internal Revenue Service, Department of Labor  or
any other government agency.

  9.  AUTOMATIC TERMINATION OF PLAN. If the Employer's plan fails
to  attain  or  retain qualification, such plan  will  no  longer
participate  in  this  Master Plan  and  will  be  considered  an
individually designed plan.

  10.      LIMITATIONS  ON ALLOCATIONS. If you maintain  or  ever
maintained another qualified plan (other than paired plan 01-002)
in  which  any Participant in this Plan is (or was) a participant
or  could  possibly become a participant, you must complete  this
paragraph. You must also complete this paragraph if you  maintain
a welfare benefit fund, as defined in Section 419(e) of the Code,
or an individual medical account, as defined in Section 415(1)(2)
of  the Code, under which amounts are treated as Annual Additions
with respect to any Participant in this Plan. (NOTE TO EMPLOYERS:
You do not need to complete this paragraph unless either: (a) you
are  currently maintaining another qualified defined contribution
plan  which  is not a master or prototype plan; or  (b)  you  are
currently  maintaining  or  have  ever  previously  maintained  a
qualified defined benefit plan.)
  (a)      If you maintain a qualified defined contribution plan,
other  than a master or prototype plan, the provisions of Section
6.2  of  the Basic Plan Document will apply as if the other  plan
were  a  master  or  prototype plan, unless you  provide  another
method  below  under  which the plans will properly  limit  total
Annual  Additions  to the Maximum Permissible  Amount,  and  will
properly  reduce any excess amounts, in a manner  that  precludes
Employer discretion (see your legal or tax counsel for guidance):

_________________________________________________________________

_________________________________________________________________

  (b)     If the Participant is or ever has been a participant in
a  defined benefit plan maintained by you, provide language  that
will  satisfy the 1.0 limitation of Section 415(e) of  the  Code.
Such  language  must  preclude employer discretion.  See  Section
1.415)1 of the Treasury Regulations and consult your legal or tax
counsel for guidance:

_________________________________________________________________

_________________________________________________________________

  11.   NORMAL  RETIREMENT  AGE.  For  each  Participant   Normal
Retirement Age is age ___ (not to exceed 65). (NOTE TO EMPLOYERS:
If no age is specified, Normal Retirement Age shall be age 65. If
the  Employer  enforces a mandatory retirement  age,  the  Normal
Retirement Age is the lesser of that mandatory retirement age  or
the age specified in this paragraph).
  12.      LIMITATION YEAR. The Limitation Year for  purposes  of
the Plan shall be the 12-consecutive month period ending on _____
(Note to Employers: The Limitation  Year  is  the period used for
purposes of applying the annual limits on Plan contributions  and
allocations under paragraphs 5(c) and 10 above and Section  6  of
the  Basic Plan Document. If no Limitation Year is specified, the
Limitation  Year shall be the calendar year. All qualified  plans
maintained by the Employer must use the same limitation year.)

  13.      MINIMUM  ALLOCATION.  Complete  (a)  or  (b)  of  this
paragraph (as appropriate) only if you maintain another qualified
plan  or  plans  (including Paired Plan 01-002) and  any  non-Key
Employee  is or could possibly become a Participant in this  Plan
and  any of the other plans at the same time. Otherwise go on  to
paragraph 14. See Section 2(o) of the Basic Plan Document  for  a
definition of who are Key Employees.
  (a)      ALL  OTHER PLANS ARE ALSO DEFINED CONTRIBUTION  PLANS.
(NOTE  TO EMPLOYERS: Paired Plan 01-002, the Money Purchase Plan,
is  a  defined contribution plan). This Profit-Sharing Plan is  a
"deemed  top-heavy' plan" designed to operate as though  it  were
always  "top-heavy"  under IRC Section 416,  whether  or  not  it
actually  would  be  "top-heavy" under  the  provisions  of  that
Section.  Section 4.2 of the Basic Plan Document and IRC  Section
416(c)(2) require certain non-Key Employees to receive a  minimum
allocation  of  contributions (generally 3% of Compensation)  for
each  year  they  are  Participants in the  Plan  and  would  not
otherwise  be  entitled  to  receive  a  greater  allocation   of
contributions  under  the Plan. lf you  maintain  more  than  one
qualified  defined contribution plan covering  the  same  non-Key
Employee, only one of the plans must provide the required minimum
allocation. In such a case (check one):

   [  ]  the required minimum allocation specified in Section 4.2
     of the Basic Plan Document will be provided by this Plan.

   [ ]     the  required minimum allocation specified in  Section
     4.2  of  the Basic Plan Document will be provided by  Paired
     Plan  01-002, the Nicholas Money Purchase Plan (this  option
     is  available only if the Employer has adopted that plan and
     the non-Key Employee is a Participant in that plan).

   [ ]     the  method  under which the plans  will  provide  the
     required  minimum allocation in a manner that will  preclude
     Employer discretion and avoid inappropriate omissions is  as
     follows  (see IRC Section 416(c)(2) and Treasury Regulations
     Section  1.416-1,  Part M, and consult  your  legal  or  tax
     counsel before completing the blanks below):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


     (b)  EMPLOYER  ALSO  MAINTAINS ONE OR MORE  DEFINED  BENEFIT
PLANS. If you maintain a defined benefit plan in addition to this
Plan  (which is a defined contribution plan), specify the  method
by  which  the  plans will satisfy the minimum allocation  and/or
benefit  requirements of IRC Section 416(c), as modified  by  IRC
Section  416(h), including any required adjustments in  computing
the  denominators of the Defined Benefit and Defined Contribution
Fractions, in a manner that will preclude Employer discretion and
avoid inappropriate omissions (see IRC Sections 416(c) and 416(h)
and  Treasury Regulations Section 1 .416-1, Part M,  and  consult
your legal or tax counsel before completing the blanks below):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


     (c)    The Employer may change the method specified in (a)  or
(b) above only by executing a new Participation Agreement setting
forth the new method that is to apply.

   14.    CAUTION TO ADOPTING EMPLOYERS: Failure to properly fill
out  this  Participation Agreement may result in disqualification
of the Plan.

   15.     SPONSORING  ORGANIZATION. The sponsoring  organization
for   the  Nicholas  Master  Retirement  Plan  for  Self-Employed
Individuals  is  the  Nicholas Company,  Inc.,  700  North  Water
Street,  Milwaukee, Wisconsin 53202, telephone number (414)  272-
6133.  The  sponsoring  organization  will  inform  you  of   any
amendments  made  to  the  Plan  or  of  the  discontinuance   or
abandonment of the Plan.
   
AN  EMPLOYER WHO HAS EVER MAINTAINED OR WHO LATER ADOPTS ANY PLAN
(INCLUDING  A  WELFARE BENEFIT FUND, AS DEFINED  IN  IRC  SECTION
419(e), WHICH PROVIDES POST RETIREMENT MEDICAL BENEFITS ALLOCATED
TO SEPARATE ACCOUNTS FOR KEY EMPLOYEES, AS DEFINED IN IRC SECTION
419(d)(3)  OR  AN  INDIVIDUAL MEDICAL  ACCOUNTS  DEFINED  IN  IRC
SECTION 415(1)(2)) IN ADDITION  TO  THIS PLAN (OTHER  THAN PAIRED
PLAN NO.01-002) MAY  NOT  RELY  ON THE OPINION  LETTER  ISSUED BY
THE NATIONAL OFFICE  OF  THE INTERNAL REVENUE SERVICE AS EVIDENCE
THAT  THIS  PLAN  IS  QUALIFIED  UNDER IRC SECTION  401.  IF  THE
EMPLOYER WHO ADOPTS OR MAINTAINS MULTIPLE PLANS WISHES TO  OBTAIN
RELIANCE THAT HIS OR  HER  PLAN(S) ARE QUALIFIED, APPLICATION FOR
A DETERMINATION LETTER SHOULD BE  MADE  TO  THE  APPROPRIATE  KEY
DISTRICT DIRECTOR OF  INTERNAL   REVENUE  SERVICE.  THIS ADOPTION
AGREEMENT MAY BE USED ONLY IN CONNECTION WITH BASIC PLAN DOCUMENT
NUMBER 01.


   The  Participation Agreement has been signed by  the  Employer
   this _______ day of  19__.


                            _____________________________________
                                   (Print Name of Employer -
                                    Specify if a Partnership)

                        By: _____________________________________
                              (Signature of Employer. If Employer
                               is a Partnership, must be   signed
                               by authorized general partner.)

Appointment as Plan Administrator accepted:

___________________________________________
(Signature of Plan Administrator)

___________________________________________
Address (If different from Employer's)

Date: ____________________

Appointment as Custodian accepted:

By:________________________________________

Date: ____________________




                                                        Form 2
NICHOLAS MASTER RETIREMENT PLAN
                                                                  
                                                                             
                                             [ ] New
                                             [ ] Amended

                     PARTICIPATION AGREEMENT
                      (Money Purchase Plan)
                      (Paired Plan 01-002)
                                
The ____________________________________________   Retirement Plan
The Sole  Proprietor  or  Partnership named   below   (hereinafter
called  "Employer") hereby agrees to participate  in the  Nicholas
Master  Retirement Plan for Self-Employed  Individuals (consisting
of  this  Participation Agreement and Basic  Plan Document  Number
01)  and  the  Nicholas  Custodial Agreement   effective  for  the
calendar year ending December 31, 19__. (NOTE TO EMPLOYERS: If you
are  adopting  this  Plan as an amendment to   an  existing  Money
Purchase Plan in order to comply with the Tax  Reform Act of 1985,
insert "89" in this blank, or if later; the first  year for  which
the  existing  plan was effective. The terms of  this  replacement
Plan will be effective retroactively for all Plan  Years beginning
after  1988,  except as otherwise specified in this  Participation
Agreement  or  in  the Basic Plan Document.)  The   Employer  also
hereby  agrees to be bound by said Plan and Custodial   Agreement,
as  from  time  to  time  amended, and all  terms  and   provision
thereof.  All  words or terms defined in the Basic Plan   Document
shall  have  the same definition in this Participation  Agreement.
Participation  by  the  Employer  in  said  Plan  and    Custodial
Agreement  shall  be  upon  the following  additional   terms  and
conditions:

   1.__________________________________________________________
                        Name of Employer
   
     __________________________________________________________
                        Street Address
   
     __________________________________________________________
     City                            State             Zip Code
   
     ___________________________________________________________
                 Nature of Business or Profession


      _________________________________________________________
           Employer's  Federal  Tax Identification Number

          Employer's  Federal  Tax Identification  Number  (Enter
          your   9-digit  employer  identification  number  (EIN)
          assigned by IRS. If you do not have one, enter "applied
          for"  and  apply  for one on Form SS-4, available  from
          your  local IRS office. This number will be needed  for
          your  Form  5500  C/R  annual  reports  and  other  IRS
          filings.  Notify  us of your EIN  as  soon  as  one  is
          assigned to you.)

Employer's Taxable Year for Federal Income Tax Purposes:
[ ] Calendar Year
[ ] Fiscal Year Ending

Serial  Number  of  the  Plan ______________________________ (you
should  assign  a three-digit number; beginning  with  "001"  and
continuing   in   numerical  sequence,  to   each   tax-qualified
retirement plan you adopt This numbering will differentiate  your
plans on reports or returns you file with IRS and other agencies.
For  instance, if this Plan is the only plan you maintain,  enter
"001", or if this Plan is the second plan you have adopted, enter
"002".)

     2.  Employer  appoints  First  Wisconsin  Trust  Company  as
Custodian.  Custodian  shall  invest all  contributions  received
under  the  Plan in Investment Company Shares designated  by  the
Plan   Administrator  and  in  accordance  with   the   Custodial
Agreement.

     3.   ELIGIBILITY.
(a)   Each Employee will be eligible to participate in this  Plan
in  accordance with Section 3 of the Basic Plan Document,  except
the following:
     (i)   Employees who have not attained the age of  __________
     (cannot exceed 21).

     (ii)  Employees who have not completed ___________ Years  of
     Credited  Service (as defined in the Basic  Plan  Document).
     This requirement shall not be greater than two (2) years and
     shall  be  deemed  to  be  two (2)  years  unless  otherwise
     indicated.  Employers  may  not  use  fractional  Years   of
     Credited Service.

     (iii)  Employees  who terminate employment  (other  than  by
     reason of death or retirement) during the Plan Year with not
     more than 500 Hours of Service and who are not Employees  as
     of  the last day of the Plan Year. (NOTE TO EMPLOYERS: Under
     a  special transition rule reflected in Section 5.2  of  the
     Basic   Plan   Document,   Participants   whose   employment
     terminates  during  1989 and who are  not  Employees  as  of
     December  31, 1989 other than because of death or retirement
     do not share in employer contributions to the Plan for 1989,
     even  lf  they had more than 500 Hours of Service for  1989.
     All  such  Participants  must  nevertheless  be  treated  as
     benefiting  under  the  Plan in 1989  for  purposes  of  the
     minimum  participation and coverage rules under IRC Sections
     401(a)  (26)  and 410(b). See Proposed Treasury  Regulations
     Sections 1.401 (a)(26)-8(b)(6) and 1.410(b)-10(b)(2).)

For  purposes of this Section, the term "Employee" shall  include
all  employees  of this Employer or any employee aggregated  with
this  Employer  under IRC Sections 414(b), (c), (m)  or  (o)  and
leased employees required to be considered employees of any  such
Employer under IRC Section 414(n) or (o).

     (b)  The number of Hours of Service, as that term is defined
in  the  Basic Plan Document, which shall constitute  a  Year  of
Service shall be _________ hours. This amount shall be no greater
than  1,000 hours and shall be deemed to read 1 ,000 hours unless
a smaller number is filled in. (Note to Employers: The number you
fill  in  is  the  number of Hours of Service  an  Employee  must
complete  within the 12 month period after he or she is hired  or
after  an anniversary of that date in order to receive a Year  of
Credited  Service towards eligibility to participate in the  Plan
under  paragraph 3(a)(ii) above. A former Participant will become
a  Participant  immediately upon returning to the employ  of  the
Employer.)

     4.  COMPENSATION.  (NOTE TO EMPLOYERS: The  Nicholas  Master
Retirement  Plan  for Self-Employed Individuals formerly  defined
"Compensation" to mean a Participant's total W-2 earnings for the
Plan  Year. If you are adopting this Plan as an amendment  to  an
existing  Money  Purchase Plan in order to comply  with  the  Tax
Reform  Act  of 1986, and the definition of Compensation  elected
below  replaces  another  definition of  Compensation  under  the
existing plan, the definition elected below will be effective  as
of January 1 of the year after the year in which this Participant
Agreement is executed. Employers also note: For any Self-Employed
Individual  covered  under  the Plan, Compensation  means  Earned
Income, regardless of the definition selected below.)

Compensation will mean all of each Participant's (check one):

[ ] W-2 earnings
[ ] compensation (as that term is defined in Section 415(c)(3) of
   the Code - see Question 5 of your General Information form)

which is actually paid to the Participant during (check one):
[ ] the Plan Year
[ ] the taxable year ending with or within the Plan Year
[ ] the Limitation Year ending with or within the Plan Year.

Compensation (check one):
[ ] shall include
[ ] shall not include
Employer  contributions  made  pursuant  to  a  salary  reduction
agreement  which are not includible in the gross  income  of  the
Employee  under Section 125, 402(a)(8), 402(h) or 403(b)  of  the
Code.

   5.   CONTRIBUTIONS
   (a)     Subject to the limitations contained in Section 6 (and
the  minimum  contribution requirements of Section  4.2)  of  the
Basic Plan Document, the Employer shall contribute for each  Plan
Year on behalf of each Participant an amount equal  to __________
(not  to  exceed  25)  percent of such individual's  Compensation
(limited   to   Earned  Income  for  an  Owner  or  Self-Employed
Individual). In the event the Net Income of the Employer is  less
than the total contributions required to be made during such Plan
Year  on behalf of all Plan Participants, the Employer will  make
contributions regardless of the amount of Net Income.
   (b)    The Annual Addition for each Participant, as defined in
Section  6.5(a) of the Basic Plan Document, shall not exceed  for
any Limitation Year the lesser of the Defined Contribution Dollar
Limitation  ($30,000 or one4ourth of the defined  benefit  dollar
limitation in effect for the Limitation Year under Section 415(b)
(1)   of   the  Code,  whichever  is  greater)  or  25%  of   the
Participant's Compensation (limited to Earned Income for an Owner
or Self-Employed Individual) for such Limitation Year.

   6. PLAN ADMINISTRATOR. The Plan Administrator is_____________.
The  Plan  Administrator  must  not  be   the  Custodian  or  the
sponsoring    organization   identified     in          paragraph
15,  and  shall  be  deemed to be the Employer  unless  otherwise
indicated. The Employer shall notify the Custodian of any  change
in  the  Plan Administrator by delivering a signed and  completed
copy of an Amended Participation Agreement to the Custodian prior
to  the  end of the Plan Year for which such change is effective.
(Note  to Employers: The Plan Administrator is the party who  has
the  legal responsibility for administering and interpreting  the
Plan,  as  detailed  more fully in Section 8 of  the  Basic  Plan
Document.  The Plan Administrator must, among other things,  keep
all necessary books and records relating to the Plan, file annual
reports  and  other  forms required by government  agencies,  and
provide   to   or   obtain  from  Participants  or  beneficiaries
appropriate summaries, notices and elections regarding  the  Plan
and  benefits to be distributed under the Plan. The Custodian and
Nicholas   Company,  Inc.  do  not  provide  plan  administration
services.  Such  services are available for a fee  through  other
professional consultants and advisers.)

   7.      CUSTODIAN'S FEES. The Custodian shall receive fees for
its  services  in  respect  to  each  Participant's  account   in
accordance  with the attached fee schedule, which may be  changed
by  the  Custodian with advance notice from time to time. If  not
separately  included, any acceptance fee listed in  the  attached
schedule  will be deducted from the initial contribution received
from  the  Employer.  Any  acceptance  or  other  Custodian  fees
excluding  annual  maintenance or activity  fees  not  separately
included  will be deducted equally from each Owner's contribution
or  account.  Annual  maintenance  fees  for  each  Participant's
account  and  any  fees  directly related  to  activity  in  that
Participant's account shall be deducted from his account.  Annual
maintenance  fees will be deducted on the last  business  day  in
September of each year and activity fees will be deducted at  the
time  incurred.  Sufficient Investment  Company  Shares  will  be
redeemed to cover this fee.
   Extraordinary  services resulting from unusual  administrative
responsibilities  not  contemplated  by  this  schedule  will  be
subject  to such additional charges as will reasonably compensate
the Custodian for the services performed.

   8.  EMPLOYER'S DUTIES. The Employer hereby agrees that it will
distribute  copies of the current prospectus of  the  appropriate
Investment  Company  or Companies, the Basic Plan  Document,  the
Custodial  Agreement, and this completed Participation Agreement,
to  each and every Participant on whose behalf a contribution  is
made.   The  Employer  or  Plan  Administrator  also  agrees   to
distribute   to  Participants,  and  file  with  the  appropriate
government agency, such forms (including annual reports,  summary
plan descriptions and any other forms) as may be required by  the
Internal  Revenue  Service, Department  of  Labor  or  any  other
government agency.

   9.      AUTOMATIC TERMINATION OF PLAN. If the Employer's  plan
fails to attain or retain qualification, such plan will no longer
participate  in  this  Master Plan  and  will  be  considered  an
individually designed plan.

   10.     LIMITATIONS  ON ALLOCATIONS. If you maintain  or  ever
maintained another qualified plan (other than paired plan 01-001)
in  which  any Participant in this Plan is (Or was) a participant
or  could  possibly become a participant, you must complete  this
paragraph. You must also complete this paragraph if you  maintain
a welfare benefit fund, as defined in Section 419(e) of the Code,
or an individual medical account, as defined in Section 415(1)(2)
of  the Code, under which amounts are treated as Annual Additions
with respect to any Participant in this Plan. (Note to Employers:
You do not need to complete this paragraph unless either: (a) you
are  currently maintaining another qualified defined contribution
plan  which  is not a master or prototype plan; or  (b)  you  are
currently  maintaining  or  have  ever  previously  maintained  a
qualified defined benefit plan.)
   (a)     If you maintain a qualified defined contribution plan,
other  than a master or prototype plan, the provisions of Section
6.2  of  the Basic Plan Document will apply as if the other  plan
were  a  master  or  prototype plan, unless you  provide  another
method  below  under  which the plans will properly  limit  total
Annual  Additions  to the Maximum Permissible  Amount,  and  will
properly  reduce any excess amounts, in a manner  that  precludes
Employer discretion (see your legal or tax counsel for guidance):

_________________________________________________________________

_________________________________________________________________

   (b)    If the Participant is or ever has been a participant in
a  defined benefit plan maintained by you, provide language  that
will  satisfy the 1.0 limitation of Section 415(e) of  the  Code.
Such  language  must  preclude employer discretion.  See  Section
1.415-1 of the Treasury Regulations and consult your legal or tax
counsel for guidance:

_________________________________________________________________

_________________________________________________________________

   11.   NORMAL  RETIREMENT  AGE.  For  each  Participant  Normal
Retirement Age is age ___ (not to exceed 65). (NOTE TO EMPLOYERS:
If no age is specified, Normal Retirement Age shall be age 65. If
the  Employer  enforces a mandatory retirement  age,  the  Normal
Retirement Age is the lesser of that mandatory retirement age  or
the age specified in this paragraph).

   12.     LIMITATION YEAR. The Limitation Year for  purposes  of
the Plan shall be the 12-consecutive month period ending on _____
(Note to  Employers:  The  Limitation Year is the period used for
purposes of appyling the annual limits on Plan contributions  and
allocations under paragraphs 5(c) and 10 above and Section  6  of
the  Basic Plan Document. If no Limitation Year is specified, the
Limitation  Year shall be the calendar year. All qualified  plans
maintained by the Employer must use the same limitation year.)
   13.     MINIMIUM ALLOCATION.  Complete  (a)  or  (b)  of  this
paragraph (as appropriate) only lf you maintain another qualified
plan  or  plans  (including Paired Plan 01-001) and  any  non-Key
Employee  is or could possibly become a Participant in this  Plan
and any of the other plans at the same time. Otherwise, go on  to
paragraph 14. See Section 2(0) of the Basic Plan Document  for  a
definition of who are Key Employees.
   (a)     ALL  OTHER PLANS ARE ALSO DEFINED CONTRIBUTION  PLANS.
(Note  to Employers: Paired Plan 01-001, the Profit-Sharing Plan,
is  a  defined contribution plan). This Money Purchase Plan is  a
"deemed  top-heavy plan" designed to operate as  though  it  were
always  "top-heavy"  under IRC Section 416,  whether  or  not  it
actually  would  be  "top-heavy" under  the  provisions  of  that
Section.  Section 4.2 of the Basic Plan Document and IRC  Section
416(c)(2) require certain non-Key Employees to receive a  minimum
allocation  of  contributions (generally 3% of Compensation)  for
each  year  they  are  Participants in the  Plan  and  would  not
otherwise  be  entitled  to  receive  a  greater  allocation   of
contributions  under  the Plan. If you  maintain  more  than  one
qualified  defined contribution plan covering  the  same  non-Key
Employee, only one of the plans must provide the required minimum
allocation. In such a case (check one):

[  ] the required minimum allocation specified in Section 4.2  of
the Basic Plan Document will be provided by this Plan.

[  ] the required minimum allocation specified in Section 4.2  of
the  Basic Plan Document will be provided by Paired Plan  01-001,
the  Nicholas Profit-Sharing Plan (this option is available  only
if the Employer has adopted that plan and the non-Key Employee is
a Participant in that plan).

[  ]  the  method under which the plans will provide the required
minimum  allocation  in  a  manner that  will  preclude  Employer
discretion  and avoid inappropriate omissions is as follows  (see
IRC  Section 41 6(c)(2) and Treasury Regulations Section 1.416-1,
Part  M,  and consult your legal or tax counsel before completing
the blanks below):
_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


     (b)  EMPLOYER  ALSO  MAINTAINS ONE OR MORE  DEFINED  BENEFIT
PLANS. If you maintain a defined benefit plan in addition to this
Plan  (which is a defined contribution plan), specify the  method
by  which  the  plans will satisfy the minimum allocation  and/or
benefit  requirements of IRC Section 416(c), as modified  by  IRC
Section  416(h), including any required adjustments in  computing
the  denominators of the Defined Benefit and Defined Contribution
Fractions, in a manner that will preclude Employer discretion and
avoid inappropriate omissions (see IRC Sections 416(c) and 416(h)
and  Treasury Regulations Section 1 .416-1, Part M,  and  consult
your legal or tax counsel before completing the blanks below):

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________


   (c)    The Employer may change the method specified in (a)  or
(b) above only by executing a new Participation Agreement setting
forth the new method that is to apply.

   14.    CAUTION TO ADOPTING EMPLOYERS: Failure to properly fill
out  this  Participation Agreement may result in disqualification
of the Plan.

   15.     SPONSORING  ORGANIZATION. The sponsoring  organization
for   the  Nicholas  Master  Retirement  Plan  for  Self-Employed
Individuals  is  the  Nicholas Company,  Inc.,  700  North  Water
Street,  Milwaukee, Wisconsin 53202, telephone number (414)  272-
6133.  The  sponsoring  organization  will  inform  you  of   any
amendments  made  to  the  Plan  or  of  the  discontinuance   or
abandonment of the Plan.

AN  EMPLOYER WHO HAS EVER MAINTAINED OR WHO LATER ADOPTS ANY PLAN
(INCLUDING  A  WELFARE BENEFIT FUND, AS DEFINED  IN  IRC  SECTION
419(e), WHICH PROVIDES POST RETIREMENT MEDICAL BENEFITS ALLOCATED
TO SEPARATE ACCOUNTS FOR KEY EMPLOYEES, AS DEFINED IN IRC SECTION
419(d)(3)  OR  AN INDIVIDUAL MEDICAL ACCOUNT AS  DEFINED  IN  IRC
SECTION  415(1)(2)) IN ADDITION TO THIS PLAN (OTHER  THAN  PAIRED
PLAN NO.01-001) MAY NOT RELY ON THE OPINION LETTER ISSUED BY  THE
NATIONAL OFFICE OF THE INTERNAL REVENUE SERVICE AS EVIDENCE  THAT
THIS PLAN IS QUALIFIED UNDER IRC SECTION 401. IF THE EMPLOYER WHO
ADOPTS OR MAINTAINS MULTIPLE PLANS WISHES TO OBTAIN RELIANCE THAT
HIS OR HER PLAN(S) ARE QUALIFIED, APPLICATION FOR A DETERMINATION
LETTER SHOULD BE MADE TO THE APPROPRIATE KEY DISTRICT DIRECTOR OF
INTERNAL  REVENUE SERVICE. THIS ADOPTION AGREEMENT  MAY  BE  USED
ONLY IN CONNECTION WITH BASIC PLAN DOCUMENT NUMBER 01.


   The  Participation Agreement has been signed by  the  Employer
   this _______ day of  19__.


                            _____________________________________
                                   (Print Name of Employer -
                                    Specify if a Partnership)

                        By: _____________________________________
                              (Signature of Employer. If Employer
                               is a Partnership, must be   signed
                               by authorized general partner.)

Appointment as Plan Administrator accepted:

___________________________________________
(Signature of Plan Administrator)

___________________________________________
Address (If different from Employer's)

Date: ____________________

Appointment as Custodian accepted:

By:________________________________________

Date: ____________________

<PAGE>

NICHOLAS MASTER RETIREMENT PLAN                         Form 3

                 CONTRIBUTION SUMMARY FORM

The following contribution enclosed herewith is to be credited to the
respective accounts of the following Participants in the amounts  set
forth opposite their names, and each Participant has chosen  to  have
such amount(s) invested in the fund(s) indicated.

<TABLE>
                                         Social                          Nicholas    Nicholas        Nicholas    Nicholas
                                        Security   Nicholas    Nicholas   Limited   Equity Income    Income       Money 
                 Name of Participant     Number     Fund         II      Edition*     Fund            Fund        Market

<S>              <C>                    <C>        <C>         <C>       <C>        <C>             <C>          <C>
Employer Profit  ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Sharing          
Contributions    ___________________    ________   $_______    $_______  $_______   $________       $________    $_______

===================================

Employer Money   ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Purchase         
Contributions    ___________________    ________   $_______    $_______  $_______   $________       $________    $_______

===================================

Qualified        ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Non-ADEC**       
Rollover         ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Contributions
(Designate "PS"  ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
by name ifto
Profit Sharing
Plan, "MP" if
to Money
Purchase Plan)
===================================
Qualified        ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
ADEC**
Rollover         ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
Contributions
(Designate "PS"  ___________________    ________   $_______    $_______  $_______   $________       $________    $_______
by name ifto
Profit Sharing   Subtotals......................   $_______    $_______  $_______   $________       $________    $_______
Plan, "MP" if
to Money         Total custodian Charges.....................................................................    $_______
Purchase Plan)
                 Total Contribution (Employer, Rollover and Custodian Charges)
                 NOTE: MINIMUM - $500 for Nicholas Fund and Niholas Income Fund, $1,000 for Nicholas II, Inc.,$2000 for Nicholas
                 Equity Income Fund, Nicholas Limited Edition and Nicholas Money Market Fund. If you do not have the  applicable
                 Fund propsectus, please contact the Nicholas Family of Funds. The prospectus contains more complete information
                 regarding charges and expenses. Read it carefully before you invest.                            $_______  

The Custodian will not bill any employer for its fees; therefore, any Custodian charges not seperately included with this
participation agreement will be deducted in equal amounts from the contributions made on behalf of each Owner. Owners must be
identified as such on this form. If additional space is required to report contributions, please attach a seperate sheet hereto.

A completely-executed and approved "Application for Participation" form for each Participant (including Owners/Pertners) must
be attached to this summary contribution Form or the Custodian cannot accept this form. This form and all application forms must
be signed and dated by the Plan Administrator.

                                            _________________________________
                                               (Print name of Employer)
                Date _____________________
                                            by:______________________________
                                               Plan Administrator Signature
                                               Approved: FIRSTAR TRUST CO.
               Date ______________________
                                           by:_______________________________

*See Share Limitation in the current edition of this Fund's prospectus. Investments received after the Fund is closed will be
 returned.  If you are up against a tax deadline, please call our offices to check on the status of Nicholas Limted Edtion

**ADEC refers to amounts attributable to accumulated deductable employee contributions within the meaning of
  IRC Section 72(0)(5)(B), See Section 2.cc and 4.6 of Plan Document.
</TABLE>
<PAGE>
                                                         Form 4
NICHOLAS MASTER RETIREMENT PLAN

                Application  For  Participation
                (This form to be  filed  with
                 Custodian after  approval by
                 Plan Administrator.)


(Please Print)

Name of Employer ____________________________________________________

Name of Participant _________________________________________________

Current Address _____________________________________________________

Social Security Number ______________________________________________

Date of Birth _______________________________________________________

Date of Employment __________________________________________________

Date of Participation January 1, 19__.


Owner (as defined in Plan) (check one): ____Yes ____No


I  have  completed the eligibility requirements for participation
in the above-named self-employed retirement plan and hereby apply
to become a participant in that plan. I agree to furnish the Plan
Administrator  (the  employer or its  delegate)  all  information
necessary to implement my initial and continuing participation in
the  plan.  I agree to be bound by all terms of the plan  and  to
keep the Plan Administrator advised of my current address at  all
times when there is an account balance being held in my name.  If
I  am  not  an  Owner  or Partner, I agree  to  notify  the  Plan
Administrator and Custodian if I should at any later date  become
an Owner or Partner.

I  acknowledge  that I have received a copy of the  summary  plan
description for the above-named self-employed retirement plan and
that  the Plan Administrator has explained to my satisfaction  my
rights and duties under the plan.

_____________  ______________________________________________________
     (Date)    (Signature of Participant)

_____________  ______________________________________________________
     (Date)    Approval by Plan Administrator


               
                                                                 5/90

<PAGE>
NICHOLAS MASTER RETIREMENT PLAN                       Form 5
BENEFIT PAYMENT AUTHORIZATION




                                          
Name of Employer:_______________________________________________

1. Participant's Name __________________________________________

2. Current Mailing Address______________________________________
                                    Street Address

                          ______________________________________
                          City                State     Zip Code

3.    Social Security No.________________    4.   Date of Birth______________


5. Date of Employment ___________________    6. Date of Termination__________

7. Date of Initial Participation in Plan ____________________

8. Reason for Payment (check appropriate line)

[ ] Employment Terminated  [ ] Death
[ ] Retirement             [ ] Other (Explain) ___________________________
                                               
(If  "Death,"  include a certified copy of the death certificate,
beneficiary's  full  name, address, social  security  number  and
copies  of Beneficiary Designation and/or required Benefit Waiver
and Spousal Consent, if any)

9. Method of distribution of benefits (check appropriate line):

(A  Participant's benefits under the Money Purchase Plan  can  be
paid  in  a  f6rm  other than Survivor Annuity only  if  a  valid
Benefit  Waiver  and  Spousal Consent  is  filed  with  the  Plan
Administrator.)

[ ] Single lump-sum cash payment (See Item 10 Below)
[ ] Equal annual installment over a period of ____ years (See Item 10 Below)
[ ] Qualified Joint and Survivor Annuity
[ ] Pre-retirement Survivor Annuity
[ ] Other (Explain)

 10. Direct Rollover: Is all or part of the distribution to be
paid  directly  to  an eligible retirement plan  in  a  Direct
Rollover?  (CAUTION: a Direct Rollover normally  is  available
only   for   a  lump  sum  distribution  or  distribution   in
installments  over less than 10 years. Certain  distributions,
such  as  distributions of after-tax contributions or  minimum
required distributions under Code Section 401(a) (9),  do  not
qualify  for  a  Direct  Rollover. See  your  legal  or  other
professional  advisor  to make sure  the  distribution  is  an
"eligible  rollover  distribution"  and  that  all  applicable
requirements for such distributions, including the requirement
of a written explanation to the distributee, have been met.)

____ Yes        ____ No

If Yes, complete (a) and (b):

(a)  Provide  the  following  information  about  the  plan
     receiving the Rollover:

     Name of Plan: ______________________________________________

     Name and Address of Trustee or Custodian      

     ____________________________________________________________

     ____________________________________________________________

     ____________________________________________________________

(over please)
                                                                   
     Type of Plan (check one - if none applies, a Direct Rollover
     cannot be made):

     [ ] Qualified  IRA, described in Section 408(a)  of  the
         Internal Revenue Code.

     [ ] Qualified Individual Retirement Annuity (other  than
         endowment  contract),  described in  Code  Section  408~),
         issued by an insurance company
     
    *[ ] Qualified  Annuity  Plan  of  employer  for employees, described
         in Code Section 408(a).

    *[ ] Qualified employer pension, profit sharing or stock
         bonus  plan and trust described in Code Sections 401(a)  and
         501(a),  that  is  a defined contribution plan  and  accepts
         rollover contributions.

   _____________________

     *Surviving  spouse cannot elect a Direct Rollover  to  these
     types of plans.

   (b)   Amount of Direct Rollover (if less than entire
         distribution): $_______________________________

11.   Does Participant participate in another pension or profit
      sharing plan maintained by the Employer?     ___Yes     ____No

12.   Participant  invested  in these investment  funds  (give
      names and account numbers):

   (a)

   (b)

   (c)

   (d)
   
13.  BY SIGNING BELOW, THE PLAN ADMINISTRATOR CERTIFIES that any
     and all explanations, notices and election forms required by the
     plan and by applicable Internal Revenue Code provisions and
     Treasury Regulations to be given to the Participant in connection
     with the benefit distribution requested have been or will be
     provided within the required time periods.


Payment approved by ______________________________________  (Date) _________
                      (Plan Administrator's Signature)



BY  SIGNING  BELOW, THE DISTRIBUTEE CERTIFIES that  if  a  Direct
Rollover  is  selected at Item 10, the name, type  of  plan,  and
other information shown about the plan to receive the Rollover is
correct.

Payment requested by _____________________________________  (Date) _________
                        (Distributee's Signature)

                        [LOGO]                             12/94


<PAGE>
                                   Department of the Treasury
Internal Revenue Service           Washington DC 20224

Plan Description: Master Standardized Profit Sharing Plan & Trust
FFN:    50271590001-00l  Case 9000951  EIN: 39-1091673
BPD:  0l  Plan: 001  Letter Serial No: D245323a





                              
                                         Person to Contact:   Mr. Westry
Nicholas  Co  Inc                        Telephone  Number (2O2) 535-4972
700  North  Water  Street                Refer  Reply  to E:EP:Q:4
Suite 1010
Milwaukee        WI       53202                    Date: 04/04/90

               



   Dear Applicant:

   In  our  opinion.  the  form of the plan identified  above  is
   acceptable under section 401 of the Internal Revenue Code  for
   use  by  employers  for  the benefit of their employees.  This
   opinion relates only to the acceptability of the form  of  the
   plan under the Internal Revenue Code. It is not an opinion  of
   the effect of other Federal or local statutes.

   We have determined that the related trust or custodial account
   under  this Master plan is exempt from income tax under   Code
   section 501(a).

   You  must  furnish a copy of this letter to each employer  who
   adopts  this plan.  You are also required to send a  copy   of
   the  approved  form of the plan, any approved  amendments  and
   related  documents to each  Key District Director of  Internal
   Revenue  Service  in  whose jurisdiction  there  are  adopting
   employers.

   Our  opinion on the acceptability of the form of the  plan  is
   not  a  ruling  or determination as to whether  an  employer's
   plan  qualifies  under Code  section 401(a).  an employer  who
   adopts  this plan will be considered to have a plan  qualified
   under  Code section 401(a) provided all the terms of the  plan
   are   followed)   and   the   eligibility   requirements   and
   contribution   or benefit  provisions  are not More  favorable
   for officers, owners, or highly compensated employees than for
   other  employees.  Except as stated below)  the  Key  District
   Director will not issue a determination letter with regard  to
   this plan.

   Our  opinion  does  not  apply to the form  of  the  plan  for
   purposes of Code section 401(a)(16) if: (1) an employer   ever
   maintained  another qualified  plan for one or more  employees
   who  are covered by this plan, other than a  specified  paired
   plan within the Meaning of section 7 of Rev. Proc. 89-9,  1989-
   6  I.R.B.  14;  or (2) after December 3I, 1985,  the  employer
   Maintains   a   welfare  benefit fund defined in Code  section
   419(e),   which   provides  postretirement  medical   benefits
   allocated to separate accounts for key employees as defined in
   Code  section  419A(d)(3).  In such situations,  the  employer
   should  request  a  determination as to  whether   the   plan,
   considered   with  all  related  qualified   plans   and,   if
   appropriate1    welfare   benefit   funds,    satisfies    the
   requirements  of  Code section  401(a)(16) as  to  limitations
   on benefits  and contributions  in  Code section 415.

   If  you,  the pan sponsor,  have any questions concerning  the
   IRS  processing of this case,  please call the above telephone
   number.   This  number is only for use of  the  plan  sponsor.
   Individual   participants  and/or  adopting   employers   with
   questions concerning the plan should contact the plan sponsor.
   The  plan's  adoption  agreement Must  include  the  sponsor's
   address   and  telephone  number  for  inquiries  by  adopting
   employers.

   If you write to the  IRS  regarding this plan,  please provide
   your  telephone number and the Most convenient time for us  to
   call  in  case we need more information.  Whether you call  or
   write,  please  refer  to the Letter Serial  Number  and  File
   Folder number shown in the heading of this letter.

   You  should  keep  this letter as a permanent  record.  Please
   notify  us  if you modify or discontinue sponsorship  of  this
   plan.




                              Sincerely yours,
                              
                              
                              
                              Chief, Employee Plan Qualifications Branch
                              
<PAGE>

Internal Revenue Service
Plan Description: Master Standardized Money Purchase Pension Plan
& Trust
FFN:    50271590001-001  Case: 9000954  EIN: 39-1091673
BPD:    0l  Plan: 002  Letter Serial No: D245324a





                              
                                         Person to Contact:   Mr. Westry
Nicholas  Co  Inc                        Telephone  Number (2O2) 535-4972
700  North  Water  Street                Refer  Reply  to E:EP:Q:4
Suite 1010
Milwaukee        WI       53202                    Date: 04/04/90




   Dear Applicant:

   In  our  opinion  the  form of the plan  identified  above  is
   acceptable under section 401 of the Internal Revenue Code  for
   use  by  employers  for  the benefit of their employees   This
   opinion relates only to the acceptability of the form  of  the
   plan under the Internal Revenue Code. It is not an opinion  of
   the effect of other Federal or local  statutes.

   We have determined that the related trust or custodial account
   under  this master plan is exempt from income tax under   Code
   section 501(a).

   You  Must  furnish a copy of this letter to each employer  who
   adopts  this plan.  You are also required to send a  copy   of
   the  approved  form of the plan, any approved  amendments  and
   related  documents to each  Key District Director of  Internal
   Revenue  Service  in  whose jurisdiction  there  are  adopting
   employers.

   Our  opinion on the acceptability of the form of the  plan  is
   not  a  ruling  or determination as to whether  an  employer's
   plan  qualifies  under Code  section 401(a).  an employer  who
   adopts  this plan will be considered to have a plan  qualified
   under  Code section 401(a) provided all the terms of the  plan
   are   followed,   and   the   eligibility   requirements   and
   contribution   or benefit  provisions  are not more  favorable
   for officers, owners, or highly compensated employees than for
   other  employees.  Except as stated below,  the  Key  District
   Director will not issue a determination letter with regard  to
   this plan.

   Our  opinion  does  not  apply to the form  of  the  plan  for
   purposes of Code section 401(a)(16) if: (I) an employer   ever
   maintained  another qualified  plan for one or More  employees
   who  are  covered by this plan, other than a specified  paired
   plan within the meaning of section 7 of Rev. Proc. 89-9,  1989-
   6  I.R.B.  14;  or (2) after December 31, 1985  the   employer
   maintains   a   welfare  benefit fund defined in Code  section
   419(e),   which   provides  postretirement  medical   benefits
   allocated to separate accounts for key employees as defined in
   Code  section  419A(d)(3).  In such situations,  the  employer
   should  request  a  determination as to  whether   the   plan,
   considered   with  all  related  qualified   plans   and,   if
   appropriate,    welfare   benefit   funds,    satisfies    the
   requirements  of  Code section  401(a)(16) as  to  limitations
   on benefits  and contributions  in  Code section 415.

   If  you,  the plan sponsor,  have any questions concerning the
   IRS   processing  of  this   case,   please  call   the  above
   telephone  number.  This number  is only for use of  the  plan
   sponsor.   Individual participants and/or  adopting  employers
   with  questions  concerning the plan should contact  the  plan
   sponsor.    The  plan's adoption agreement  must  include  the
   sponsor's  address  and  telephone  number  for  inquiries  by
   adopting employers.

   If you write to the  IRS  regarding this plan,  please provide
   your  telephone number and the most convenient time to  us  to
   call  in  case we need more information.  Whether you call  or
   write,   please  refer to the Letter  Serial Number  and  File
   Folder Number shown in the heading of this letter.

   You  should  keep  this letter as a permanent  record.  Please
   notify  us  if you modify or discontinue sponsorship  of  this
   plan.

                              Sincerely yours,




                              Chief, Employee Plans Qualifications Branch
<PAGE>