Exhibit 10.1


                             ASA INTERNATIONAL LTD.

                          EMPLOYEE STOCK OWNERSHIP PLAN





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                        ASA INTERNATIONAL LTD. RETIREMENT

                          EMPLOYEE STOCK OWNERSHIP PLAN

                                Table of Contents

                                                                            Page
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Article 1 GENERAL 1-1

     1.1    Purpose..........................................................1-1
     1.2    Effective Date...................................................1-1
     1.3    Construction and Applicable Law..................................1-1

Article 2 DEFINITIONS........................................................2-1

     2.1    Acquisition Loan.................................................2-1
     2.2    Affiliated Company...............................................2-1
     2.3    Beneficiary......................................................2-1
     2.4    Board of Directors...............................................2-1
     2.5    Break in Service.................................................2-1
     2.6    Code.............................................................2-2
     2.7    Committee........................................................2-2
     2.8    Company..........................................................2-2
     2.9    Company Stock....................................................2-2
     2.10   Controlled Group of Corporations.................................2-2
     2.11   Disqualified Person..............................................2-2
     2.12   Eligible Compensation............................................2-2
     2.13   Eligible Employee................................................2-3
     2.14   Employee.........................................................2-4
     2.15   Employer.........................................................2-4
     2.16   Employer Contribution Account....................................2-4
     2.17   Entry Date.......................................................2-4
     2.18   ERISA............................................................2-4
     2.19   Five Percent (5%) Owner..........................................2-4
     2.20   Highly Compensated Employee......................................2-4
     2.21   Hour of Service..................................................2-5
     2.22   Leased Employee..................................................2-6
     2.23   Leave of Absence.................................................2-6
     2.24   Normal Retirement................................................2-7
     2.25   Normal Retirement Age............................................2-7
     2.26   Participant......................................................2-7
     2.27   Plan.............................................................2-7
     2.28   Plan Year........................................................2-7
     2.29   Qualified Domestic Relations Order...............................2-7
     2.30   Termination of Employment........................................2-8
     2.31   Trust Agreement..................................................2-8
     2.32   Trust Fund.......................................................2-8

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     2.33   Trustee..........................................................2-8
     2.34   Valuation Date...................................................2-8
     2.35   Vested Balance; Nonvested Balance................................2-8
     2.36   Year of Service..................................................2-8

Article 3 PLAN PARTICIPATION.................................................3-1

     3.1    Commencement of Participation....................................3-1
     3.2    Transfers to/from Eligible Employee Status.......................3-1
     3.3    Rehire After Termination of Employment...........................3-1
     3.4    No Guaranty of Employment........................................3-1

Article 4 employer CONTRIBUTIONS AND FORFEITURES.............................4-1

     4.1    Amount of Contributions..........................................4-1
     4.2    Timing of Contributions..........................................4-1
     4.3    Release of Shares................................................4-1
     4.4    Participants Eligible for Allocation.............................4-2
     4.5    Allocation Formula...............................................4-2
     4.6    Limitation Allocation to Certain Accounts........................4-3
     4.7    Employer Contribution Accounts...................................4-4
     4.8    Dividends........................................................4-4
     4.9    Forfeitures......................................................4-5
     4.10   Contributions for Omitted Participants...........................4-5
     4.11   No Liability for Future Contributions............................4-5
     4.12   No Employee Contributions or Rollover Contributions..............4-5
     4.13   Qualified Military Service.......................................4-5

Article 5 VALUATION OF ACCOUNTS and diversification..........................5-1

     5.1    Account Adjustments..............................................5-1
     5.2    Stock Splits and Other Capital Reorganization....................5-1
     5.3    Net Gain or Loss in Liquidation Value............................5-2
     5.4    Certain Segregated Accounts......................................5-2
     5.5    Responsibility to Maintain Account Balances......................5-2
     5.6    Responsibility to Maintain Basis of Company Stock................5-2
     5.7    Valuations of Company Stock......................................5-3
     5.8    Diversification of Investments...................................5-3

Article 6 DISTRIBUTION OF ACCOUNTS AND VESTING...............................6-1

     6.1    Retirement Benefits..............................................6-1
     6.2    Vested Benefits..................................................6-1
     6.3    Forfeitures......................................................6-1
     6.4    When Distribution of Accounts Shall Commence.....................6-2
     6.5    How Accounts Are To Be Distributed...............................6-4
     6.6    Death Benefits; Beneficiary Designation; Distribution of
               Death Benefits................................................6-4
     6.7    In-Service Distribution..........................................6-5
     6.8    Option...........................................................6-5
     6.9    Right of First Refusal...........................................6-5
     6.10   Location of Participant or Beneficiary Unknown...................6-6

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     6.11   Direct Rollover..................................................6-6
     6.12   Incompetent or Minor Payee.......................................6-7
     6.13   Effect of Rehire on Benefits.....................................6-7

Article 7 MINIMUM DISTRIBUTION REQUIREMENTS..................................7-1

     7.1    General Rules....................................................7-1
     7.2    Time and Manner of Distribution..................................7-1
     7.3    Required Minimum Distributions During Participant's Lifetime.....7-2
     7.4    Required Minimum Distributions After Participant's Death.........7-2
     7.5    Definitions......................................................7-4

Article 8 PLAN ADMINISTRATION................................................8-1

     8.1    The Committee....................................................8-1
     8.2    Agent For Legal Process..........................................8-3
     8.3    Claim and Appeal Procedure.......................................8-3
     8.4    Records..........................................................8-7
     8.5    Correction of Errors.............................................8-7
     8.6    Evidence.........................................................8-8
     8.7    Bonding..........................................................8-8
     8.8    Voting; Tender Offers; Change of Control.........................8-8

Article 9 MAXIMUM ADDITIONS TO PARTICIPANT ACCOUNTS..........................9-1

     9.1    Maximum Limitations on Annual Additions..........................9-1
     9.2    Limitation Year..................................................9-2
     9.3    Aggregation of Plans.............................................9-3

Article 10 SPECIAL RULES FOR TOP-HEAVY PLANS................................10-1

     10.1    Definition of Key Employee:....................................10-1
     10.2    Aggregation Rules..............................................10-1
     10.3    Determination Date.............................................10-2
     10.4    Present Value of Accrued Benefits in a Defined Contribution
                Plan........................................................10-2
     10.5    Adjustments to Present Value of Accrued Benefits...............10-3
     10.6    Top-Heavy Plan Definition and Ratio............................10-3
     10.7    Adjustments to Plan Provisions if Plan is Top-Heavy............10-3

Article 11 ADOPTION, AMENDMENT, TERMINATION AND MERGER......................11-1

     11.1    Adoption of Plan by Additional Company.........................11-1
     11.2    Amendment......................................................11-1
     11.3    Termination....................................................11-2
     11.4    Discontinuance of Contributions................................11-2
     11.5    Rights Upon Termination, Partial Termination and
                Discontinuance of Contributions.............................11-2
     11.6    Deferral of Distributions......................................11-2
     11.7    Merger, Consolidation or Transfer of Plan Assets...............11-2

Article 12 MISCELLANEOUS....................................................12-1

     12.1       Limitation of Fiduciary Responsibility and Liability........12-1

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     12.2    Operation of Plan..............................................12-1
     12.3    Nonalienation of Benefits......................................12-1
     12.4    Procedures on Receipt of a Domestic Relations Order............12-1
     12.5    Numbers and Genders............................................12-2
     12.6    Headings.......................................................12-2
     12.7    Severability...................................................12-2
APPENDIX  PARTICIPATING EMPLOYERS...........................................12-A

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                                   Article 1

                                     GENERAL
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     1.1 Purpose. The ASA International Ltd. Employee Stock Ownership Plan (the
"Plan") has been established to provide eligible employees of ASA International
Ltd. (the "Company") and related employers with an interest in the ownership of
the Company and a source of retirement income in addition to other sources of
retirement income available to them. The Plan is designed to invest primarily in
Company stock and, as such, is intended to be an employee stock ownership plan
within the meaning of Section 4975(e)(7) of the Internal Revenue Code (the
"Code") and to be treated as a defined contribution stock bonus plan.

     1.2 Effective Date. The effective date of the Plan is January 1, 2003.

     1.3 Construction and Applicable Law. The Plan is intended to meet the
requirements for tax qualification under the Code. The Plan is also intended to
be in full compliance with applicable requirements of the Employee Retirement
Income Security Act of 1974 ("ERISA"). The Plan shall be administered and
construed consistent with the above intent. It shall also be construed and
administered according to the laws of the State of Massachusetts to the extent
that such laws are not preempted by ERISA.

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                                   Article 2

                                   DEFINITIONS
                                   -----------

     2.1 Acquisition Loan. `Acquisition Loan' means indebtedness arising from a
loan or any extension of credit used by the Trustee to acquire Company Stock or
to repay a prior Acquisition Loan and involving, as a lender or guarantor, the
Company, a Disqualified Person or a party in interest as defined in Section
3(14) of ERISA. Except as provided in Section 409(1) of the Code or Treas. Reg.
Section 54.4975-7(b)(9) and (10), or as otherwise provided by applicable law, no
shares of Company Stock acquired by the Trustee with the proceeds of an
Acquisition Loan may be subject to a put, call or other option or buy-sell or
similar arrangement while held by and distributed from the Trust Fund.

     2.2 Affiliated Company. `Affiliated Company' means any company which is a
member of a Controlled Group of Corporations which also includes an Employer as
a member, or any trade or business under common control (as defined in Section
414(c) of the Code) with an Employer or a member of an affiliated service group
(as defined in Section 414(m) of the Code) which includes an Employer and any
other entity required to be aggregated with an Employer under Section 414(o) of
the Code, and regulations promulgated thereunder; except that with respect to
Article 9, "more than 50 percent" shall be substituted for "at least 80 percent"
where it appears in Section 1563(a)(l) of the Code.

     2.3 Beneficiary. `Beneficiary' means such person or entity designated by a
Participant, or by the Plan in the absence of designation by a Participant, as
the beneficiary of the Participant's Employer Contribution Account Vested
Balance in the Plan as described in Section 6.6.

2.4 Board of Directors. `Board of Directors' means the board of directors of the
Company, or the appropriate committee of members of such board of directors
delegated to act with respect to the Plan.

     2.5 Break in Service.

     (a)  `Break in Service' is any "Computation Period" (as such term is
          defined in the definition of "Year of Service") in which an Employee
          fails to complete more than 500 Hours of Service. For purposes of
          determining whether a one year Break in Service for eligibility and
          vesting purposes has occurred, an Employee who is absent from work for
          a "maternity or paternity leave of absence" or a Leave of Absence
          shall receive credit for the Hours of Service which would otherwise
          have been credited to such Employee but for such absence, or in any
          case in which such hours cannot be determined, eight Hours of Service
          per day of such absence, but in no event shall the number of such
          credited hours exceed 501. The Hours of Service credited under this
          Section shall be credited in the Plan Year in which the absence begins
          if the crediting is necessary to prevent a one (1) year Break in
          Service, or in all other cases, in the immediately following Plan
          Year.

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     (b)  For purposes of this Section, a maternity or paternity leave of
          absence means an absence (1) by reason of the pregnancy of the
          individual, (2) by reason of the birth of a child of the individual,
          (3) by reason of the placement of a child with the individual in
          connection with the adoption of such child by such individual, or (4)
          for purposes of caring for such child for a period beginning
          immediately following such birth or placement.

     2.6 Code. `Code' means the Internal Revenue Code of 1986, as amended from
time to time, together with any regulations, interpretations or decisions
thereunder.

     2.7 Committee. `Committee' means the person or persons designated and
acting under the provisions of Section 8.1 which is the Plan administrator.

     2.8 Company. Company means `ASA International, Ltd.' and any successor
thereto.

     2.9 Company Stock. `Company Stock' shall mean the shares of any class of
stock, preferred or common, voting or non-voting, which are issued by the
Company meeting the requirements of Section 409(1) of the Code.

     2.10 Controlled Group of Corporations. `Controlled Group of Corporations'
has the meaning given to such term by Section 1563(a) of the Code determined
without regard to Sections 1563(a)(4) and 1563(e)(3)(C) of the Code.

     2.11 Disqualified Person. `Disqualified Person' shall mean any person
designated as a "disqualified person" under Section 4975(e)(2) of the Code.

     2.12 Eligible Compensation. The `Eligible Compensation' of an Employee for
any period has the meaning set forth below:

     (a)  Eligible Compensation shall include wages (within the meaning of Code
          Section 3401(a)) and all other amounts received by the Employee from
          the Employer for which the Employer is required to furnish the
          Employee with a written statement under Code Sections 6041(d) and
          6051(a)(3). Eligible Compensation shall be determined without regard
          to any rules under Code Section 3401(a) that limit the remuneration
          included in wages based on the nature or location of the employment or
          services performed.

     (b)  Eligible Compensation shall exclude (even if includible in gross
          income) reimbursements and other expense allowances, cash and non-cash
          fringe benefits, moving expenses, deferred compensation and welfare
          benefits.

     (c)  Eligible 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 Code Sections
          125, 132(f)(4), 402(e)(3), 402(h) and 403(b). Amounts under Code
          Section 125 include any amounts not available to an Employee in cash
          in lieu of group health coverage because the Employee is unable to
          certify that he or she has other health coverage. An amount will be

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          treated as an amount under Code Section 125 only if the Employer does
          not request or collect information regarding the Employee's other
          heath coverage as part of the enrollment process for the health plan.

     (d)  Eligible Compensation shall not exceed the maximum limitation on
          compensation under Section 401(a)(17) of the Code, which limit is
          $200,000, as adjusted for cost-of-living increases in accordance with
          Section 401(a)(17)(B) of the Code.

     2.13 Eligible Employee. `Eligible Employee' means an Employee of an
Employer, subject to the following paragraphs:

     (a)  An Employee who is less than 21 years of age shall not be considered
          an Eligible Employee.

     (b)  Eligibility of Employees in a collective bargaining unit or other
          labor organization representing a group of Employees of an Employer
          shall be subject to negotiations with the representative of that unit.
          During any period that an Employee is covered by the provisions of a
          collective bargaining agreement between an Employer and such
          representative, the Employee shall not be considered an Eligible
          Employee for purposes of this Plan unless such agreement expressly so
          provides. For purposes of this Plan only, such an agreement shall be
          deemed to continue after its formal expiration during collective
          bargaining negotiations pending the execution of a new agreement.

     (c)  An Employee who is a non-resident alien and who received no earned
          income (within the meaning of Section 911(d) of the Code) from an
          Employer that constitutes income from services within the United
          States (within the meaning of Code Section 861(a)(3)) shall not be
          considered an Eligible Employee.

     (d)  An Employee who is classified by an Employer as a leased employee
          shall not be considered an Eligible Employee.

     2.14 Employee. `Employee' means any person who is employed by an Employer
or any other Affiliated Company, but excludes any person who is employed as an
independent contractor. "Employee" shall include Leased Employees of the Company
unless such Leased Employees are covered by a plan described in Section
414(n)(5) of the Code and such Leased Employees do not constitute more than
twenty percent (20%) of the Employer's or Affiliated Company's non-highly
compensated workforce. Notwithstanding the foregoing, if the Employer does not
characterize a person as an Employee and the Employer is later required by a
court, federal, state or local regulatory or administrative authority to
recharacterize such person's status with the Employer as an Employee, such
person shall not be treated as an Eligible Employee.

     2.15 Employer. `Employer' means the Company, and any other company
participating in the Plan pursuant to Section 11.1. The participating Employers,
and any special terms and conditions of participation applicable to a
participating Employer, are contained in the Appendices to the Plan.

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     2.16 Employer Contribution Account. `Employer Contribution Account' means
the account maintained for each Participant, consisting of Company contributions
and the net investment earnings on such amounts described in Section 4.7.

     2.17 Entry Date. `Entry Date' means the first day of the first or seventh
month of the Plan Year coinciding with or next following the date on which an
Eligible Employee satisfies the eligibility requirements of Section 3.1.

     2.18 ERISA. `ERISA' means the Employee Retirement Income Security Act of
1974, as amended from time to time, together with any regulations,
interpretations or decisions thereunder.

     2.19 Five Percent (5%) Owner. `Five Percent (5%) Owner' means any person
who owns more than five percent (5%) of the outstanding stock or voting stock of
the Company, or if applicable, an Employer or an Affiliated Company.

     2.20 Highly Compensated Employee.

     (a)  A `Highly Compensated Employee' is, for purposes of a Plan Year, any
          Employee who performs service for the Employer or an Affiliated
          Company during the `determination year' and who is a `highly
          compensated employee' within the meaning of Section 414(q) of the Code
          for such Plan Year. A `Highly Compensated Employee' shall include any
          Employee who (1) is a Five Percent (5%) Owner of the Employer or an
          Affiliated Company at any time during either the `look-back year' or
          the `determination year', (2) received compensation (as defined in
          Code Section 415(c)(3)) in excess of $80,000 (or such greater amount
          as adjusted by the Secretary of the Treasury) during the `look-back
          year' and, if elected by the Committee, was in the top-paid group of
          employees for such `look-back year' (consisting of the top twenty
          percent (20%) of Employees when ranked on the basis of compensation
          paid during the year), or (3) is a former Employee who was a Highly
          Compensated Employee when such Employee separated from service with
          the Employer or an Affiliated Company or was a Highly Compensated
          Employee at any time after attaining age 55.

     (b)  For purpose of this Section, the following definitions shall apply:

          (1)  `determination year' means the Plan Year with respect to which
               the determination of an individual's status as a `highly
               compensated employee' (or as a `nonhighly compensated employee')
               is being made.

          (2)  `look-back year' means the period of twelve (12) consecutive
               months immediately preceding the `determination year' except that
               for the purposes of determining `look-back year' data, data for
               the calendar year beginning with or within the `look-back year'
               shall be deemed to be the data for the `look-back year.'

     2.21 Hour of Service. `Hour of Service' means each hour (a) for which an
Employee is directly or indirectly compensated or entitled to be paid by the
Employer, whether or not for services rendered, including, without limitation,

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periods of paid vacation, regular holidays, temporary illness or disability,
layoff, jury duty, military duty and leaves of absence for which compensation is
paid by the Employer (irrespective of whether the employment relationship has
terminated); and (b) for which back-pay, irrespective of mitigation of damages
is either awarded or agreed to by the Employer. The Hours of Service defined in
(a) shall be credited to the Employee for the year or years of service in which
the performance of duties occur. The Hours of Service defined in (b) shall be
credited to the Employee for the year or years of service to which the award,
agreement or payment pertains. Notwithstanding the foregoing, an Employee shall
not be credited with an Hour of Service if:

          (1)  such Hour of Service relates to any single continuous period of
               time during which the Employee performs no duties for the
               Employer and the Hours of Service already credited on account of
               such period exceed 501 Hours of Service;

          (2)  such Hour of Service is a result of payment made or due under a
               plan maintained solely for the purpose of complying with the
               applicable worker's compensation insurance, unemployment
               compensation, or disability insurance laws;

          (3)  such Hour of Service is a result of reimbursement for medical or
               medically related expenses incurred by the Employee; or

          (4)  an Hour of Service has already been credited for such 60-minute
               period of time.

     All Hours of Service shall be determined from the personnel records of the
Employer and credited in accordance with Section 2530.200b-2(b) and (c) of the
Department of Labor regulations.

     2.22 Leased Employee. `Leased Employee' means any person (other than an
Employee of the recipient Employer) who pursuant to an agreement between the
recipient Employer and any other person ("leasing organization") has performed
services for the recipient Employer (or for the recipient Employer and related
persons determined in accordance with Code Section 414(n)(6)) on a substantially
full time basis for a period of at least one year, and such services are
performed under the primary direction or control 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.

     2.23 Leave of Absence. `Leave of Absence' means an absence from the
performance of duties for the Employer which is incurred either by an Employee
who is on an absence recognized by the Committee, under rules and policies
uniformly applied to all Employees similarly situated, as being a period of
service for purposes of the Plan, or incurred by an Employee who leaves his or
her employment by reason of a leave under the Family Medical Leave Act of 1993,
or to enter the Armed Forces of the United States and who returns to service
with the Employer within the period during which the Employee has reemployment

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rights under federal law. The preceding sentence shall not apply, however, and
each of the periods described above shall be deemed a Leave of Absence even
though the Employee does not so return to service if the period expires after
the Employee's death, or the first day upon which the Employee would otherwise
be eligible for Normal Retirement.

     Notwithstanding anything contained herein to the contrary, the following
special rules shall apply in the case of qualified military service as defined
in and as subject to the provisions of the Uniformed Services Employment and
Reemployment Rights Act of 1994 ("USERRA"). Where an Employee serves qualified
military service, as defined in USERRA, while employed by an Employer or by an
Affiliated Company, then, provided that the Employee returns to the service of
an Employer or an Affiliated Company within the time period set forth in USERRA,
the Employee shall not be deemed to have incurred a Break in Service for either
eligibility or vesting purposes merely by virtue of such absence. If the
Employee does not return to his or her employment within the period required by
USERRA, he or she shall be deemed to have terminated his or her employment when
the Leave of Absence became effective, or if later, at the time allowed in
accordance with the provisions of USERRA. If in fact the Employee does return to
the employment of an Employer or an Affiliated Company within the time allowed
under USERRA, provided the Employee was otherwise eligible to do so, absent such
leave, the Employer shall make up any missed allocations on behalf of the
Employee, but not any forfeitures allocated during such period, based upon the
Employee's "compensation," as defined for purposes of USERRA. In no event shall
an Employee who has satisfied the requirements for participation hereunder who
subsequently undergoes a military leave covered by USERRA be required to
requalify to participate hereunder. Such individual shall recommence
participation either on the date of reemployment, if the Employee was a
Participant prior to the military leave, or at such time as provided in Section
3.3 if the Employee had satisfied the requirements of Section 3.1 prior to his
or her leave but had begun such leave prior to the applicable Entry Date.

     2.24 Normal Retirement. `Normal Retirement' means a Termination of
Employment of a Participant (except termination by death) occurring on or after
the date upon which the Participant attains Normal Retirement Age.

     2.25 Normal Retirement Age. `Normal Retirement Age' means the later of age
sixty-five (65) or the fifth (5th) anniversary of the date upon which the
Participant commenced employment with an Employer or an Affiliated Company.

     2.26 Participant. `Participant' means a person who has been or who is an
Employee admitted to participation in the Plan pursuant to Article 3, and who
continues to be entitled to benefits under the Plan.

     2.27 Plan. `Plan' means the ASA International Ltd. Employee Stock Ownership
Plan as set forth herein and all subsequent amendments thereto.

     2.28 Plan Year. `Plan Year' means the period on which records of the Plan
are kept. The `Plan Year' is the twelve (12) consecutive month period beginning
on January 1 of each year and ending the following December 31. Provided,

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however, in the event of a Plan Year consisting of less than twelve (12) months,
the Plan Year shall mean the short plan year period.

     2.29 Qualified Domestic Relations Order.`Qualified Domestic Relations
Order' means a domestic relations order: (a) which creates or recognizes the
existence of an alternate payee's right to, or assigns to an alternate payee the
right to, receive all or a portion of the benefits payable with respect to a
Participant under the Plan; and (b) that meets the requirements of Code Section
414(p). A Qualified Domestic Relations Order will remain qualified with respect
to a successor plan of the same employer or a plan of a successor employer.

     2.30 Termination of Employment. The `Termination of Employment' of an
Employee for purposes of the Plan shall be deemed to occur upon the Employee's
resignation, discharge, retirement, death, failure to return to the performance
of duties at the end of a Leave of Absence, failure to return to work when duly
called following a temporary layoff, or upon the happening of any other event or
circumstance which, under the policy of the Employer as in effect from time to
time, results in the termination of the employer-employee relationship.

     2.31 Trust Agreement. `Trust Agreement' means the trust agreement entered
into between the Company and the Trustee.

     2.32 Trust Fund. `Trust Fund' means the assets of the Plan.

     2.33 Trustee. `Trustee' means the person(s) or corporation owning the
assets of the Trust Fund, pursuant to the terms and conditions set forth in the
Trust Agreement.

     2.34 Valuation Date. `Valuation Date' means the last business day of the
Plan Year and such other business day(s) during the Plan Year as determined by
the Trustee.

     2.35 Vested Balance; Nonvested Balance. The `Vested Balance' of a
Participant's Employer Contribution Account means that percentage of such
account that is nonforfeitable pursuant to the provisions of Section 6.2. The
"Nonvested Balance" of such account shall mean that percentage which is
forfeitable pursuant to the provisions of Section 6.3.

     2.36 Year of Service. `Year of Service' means a `Computation Period' (as
defined below), during which an Employer is credited with not less than 1,000
Hours of Service with an Employer or an Affiliated Company.

     (a)  For purposes of determining eligibility under the Plan, the initial
          Computation Period shall be the 12 consecutive month period commencing
          with the date on which the Employee first performs an Hour of Service.
          Subsequent Computation Periods will be the Plan Year, commencing with
          the Plan Year which includes the first anniversary of the date the
          Employee first performs an Hour of Service. An Employee who is
          credited with 1,000 Hours of Service in both the initial Computation
          Period and the Plan Year which includes the first anniversary of the
          date the Employee first performs an Hour of Service shall be credited
          with two Years of Service for eligibility purposes. A Computation

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          Period beginning after a one (1) year Break in Service shall be
          measured from the date on which an Employee again performs an Hour of
          Service.

     (b)  For purposes of determining vesting under the Plan, a Computation
          Period shall be the Plan Year.

     (c)  Notwithstanding anything above to the contrary, but subject to the
          provisions of Section 11.1, Years of Service with an Employer shall
          only be recognized for such period such Employer was an Affiliated
          Company of the Company.

     (d)  Notwithstanding any provision of this Plan to the contrary, service
          credit with respect to qualified military service will be provided in
          accordance with Section 414(u) of the Code, with respect to
          re-employments initiated on or after the later of December 12, 1994,
          or the Effective Date.

                                      2-8
<PAGE>
                                   Article 3

                               PLAN PARTICIPATION
                               ------------------

     3.1 Commencement of Participation. An Employee of an Employer shall become
a Participant on the Entry Date coinciding with or next following the later of
the date on which (a) the Employee is an Eligible Employee, and (b) the Employee
completes one (1) Year of Service. Each Participant shall furnish to the
Committee such information as is necessary to enable the Committee to administer
the Plan.

     3.2 Transfers to/from Eligible Employee Status. If an Employee is
transferred to a position in which the Employee becomes an Eligible Employee,
the Employee shall become a Participant on the date of such transfer or, if
later, upon the Entry Date in which the Employee satisfies the conditions of
Section 3.1.

     3.3 Rehire After Termination of Employment. If a terminated Employee is
rehired by an Employer before incurring a one (1) year Break in Service, the
Employee's prior service shall be recognized immediately for all purposes of the
Plan. If a terminated Employee who has incurred a one (1) year Break in Service
is rehired by an Employer, the following paragraphs shall apply:

     (a)  The Employee's service prior to the Break in Service shall be
          disregarded for all purposes of the Plan if:

          (1)  the Employee was not fully vested immediately before his or her
               Break in Service; and

          (2)  such Employee has incurred a five (5) year Break in Service.

     (b)  If the Employee's service is not disregarded in accordance with the
          above, upon the Employee's rehire, such Employee's prior service shall
          be recognized immediately for all purposes of the Plan. If the
          Employee was formerly a Participant, and the Employee's prior service
          is not disregarded, the Employee shall immediately commence
          participation upon rehire if such Employee is an Eligible Employee.

     3.4 No Guaranty of Employment. Participation in the Plan does not
constitute a guaranty or contract of employment with an Employer. Such
participation shall in no way interfere with any rights an Employer would have
in the absence of such participation to determine the duration of the Employee's
employment with an Employer.

                                      3-1
<PAGE>
                                   Article 4

                     EMPLOYER CONTRIBUTIONS AND FORFEITURES
                     --------------------------------------

     4.1 Amount of Contributions.

     (a)  Subject to the following, the Employer's board of directors shall
          determine as of the last day of the Employer's fiscal year whether or
          not the Employer shall make a contribution to the Trust Fund pursuant
          to this Section for such fiscal year. If it is determined that a
          contribution shall be made, the Employer's board of directors shall
          determine the amount of the contribution. In the absence of the
          Employer's board of directors establishing a greater contribution
          amount, the Employer contribution for a Plan Year during which an
          Acquisition Loan is outstanding shall be the amount required to pay
          currently maturing obligations under the Acquisition Loan.

     (b)  Contributions may be made in cash, in Company Stock or any combination
          thereof, as the Employer's board of directors may determine.
          Notwithstanding the preceding sentence, sufficient contributions shall
          be made in cash to pay currently maturing obligations on any
          Acquisition Loan outstanding.

     (c)  In no event shall the contribution of an Employer for a fiscal year
          exceed the maximum amount deductible by the Employer for such fiscal
          year for federal income tax purposes, unless otherwise specifically
          authorized by the Employer's board of directors.

     4.2 Timing of Contributions. An Employer shall make its contributions for a
Plan Year to the Trustee not later than the time (including extensions thereof)
prescribed by law for filing the federal income tax return of the Employer for
its fiscal year ending within or on the last day of the Plan Year. For purposes
of the Plan, however, contributions shall be deemed to have been made as of the
last day of the fiscal year of the Employer that ends within or on the last day
of the Plan Year.

     4.3 Release of Shares. All shares of Company Stock acquired by the Trust
Fund and pledged as collateral on an Acquisition Loan shall be added to and
maintained in a suspense account. Said shares shall be released from such
encumbrances as follows:

     (a)  For each Plan Year during the duration of the Acquisition Loan, the
          number of shares of Company Stock released shall equal the original
          number of encumbered shares multiplied by a fraction in which the
          numerator is the amount of principal paid to the lender by the Trust
          Fund for the year, and the denominator is the original principal
          amount outstanding at the commencement of the Acquisition Loan. The
          foregoing allocation method shall apply only if the Acquisition Loan
          provides for annual payments of such amounts for ten (10) years.
          Further shares released from encumbrance shall be determined solely
          with reference to principal payments and interest included in any
          payments shall be disregarded only to the extent that the interest
          would be determined to be interest under standard loan amortization

                                      4-1
<PAGE>
          tables. If at any time, by reason of a renewal, extension, or
          refinancing, the sum of the expired duration of the exempt loan, the
          renewal period, the extension period, and the duration of a new exempt
          loan exceeds ten (10) years, or if, at any time, the other terms and
          conditions of this paragraph (a) are not met, then from such time
          shares of Company Stock shall be released pursuant to paragraph (b)
          below.

     (b)  If the allocation method set forth in paragraph (a) is not applicable,
          then shares of Company Stock shall be released as follows: For each
          Plan Year during the duration of the Acquisition Loan, the number of
          shares of Company Stock released shall equal the number of encumbered
          shares held immediately before release multiplied by a fraction. The
          numerator of the fraction is the amount of principal and interest paid
          to the lender by the Trust Fund for the year, and the denominator of
          the fraction is the sum of the numerator plus the principal and
          interest to be paid for all future years. For purposes of the
          foregoing determination, the number of future years under the loan
          must be definitely ascertainable, and shall be determined without
          taking into account any possible extensions or renewal periods. If the
          interest rate under the Acquisition Loan is variable, the interest to
          be paid in future years shall be computed by using the interest rate
          applicable as of the end of the Plan Year.

     (c)  To the extent of the foregoing release from encumbrance pursuant to
          paragraphs (a) or (b), shares shall be withdrawn from the suspense
          account and allocated for the Plan Year, as provided in Section 4.5.

     4.4 Participants Eligible for Allocation. With respect to each Plan Year, a
Participant shall be entitled to an allocation to such Participant's Employer
Contribution Account from the contributions made to the Trust Fund during the
Plan Year by the Employer if the Participant meets all of the requirements
below:

     (a)  The Participant was employed by the Employer on the last day of the
          Plan Year; and

     (b)  The Participant had completed at least 1,000 Hours of Service during
          such Plan Year.

For any Plan Year in which the Plan is a top-heavy plan within the meaning of
Article 10, the determination of Employees entitled to share in Employer
contributions made to the Trust Fund for such Plan Year shall be subject to the
further requirements of Section 10.7.

     4.5 Allocation Formula. For each Plan Year, the Employer contributions to
the Trust Fund shall be allocated to the Employer Contribution Accounts of those
Participants entitled to share therein pursuant to Section 4.4 in accordance
with the following paragraphs:

     (a)  Company Stock (including fractional shares) that was contributed
          directly by the Company, or acquired by the Trustee pursuant to the
          Plan, including such shares released from the suspense account (as
          described in Section 4.3) and any stock dividends of record on such
          securities (to be allocated as soon as practicable after the issuance

                                      4-2
<PAGE>
          thereof) where the record date is on or before the end of the Plan
          Year for which such allocation is to be made, shall be allocated to
          the stock subaccounts of the Employer Contribution Accounts of
          eligible Participants, in the proportion that the Eligible
          Compensation of each such Participant for the Plan Year bears to the
          aggregate of the Eligible Compensation of all such Participants for
          the Plan Year, subject to paragraph (c) below. Notwithstanding the
          foregoing, in the event payments for a Plan Year are based in part on
          dividends on Company Stock previously allocated to Participants'
          subaccounts, the portion of such Company Stock released from the
          corresponding suspense account attributable to dividends on Company
          Stock in Participants' stock subaccounts shall be deemed to be the
          number of shares with a fair market value equal to the amount of
          dividends so used, and such Company Stock shall be allocated to the
          applicable subaccounts based on the dividends generated by such
          subaccounts; any remaining Company Stock subject to a Acquisition Loan
          that is released for that Plan Year shall be allocated as provided
          above.

     (b)  Cash contributions of an Employer, not required to be applied to debt
          service of a Acquisition Loan, shall be allocated to the investment
          subaccounts of eligible Participants entitled to share therein in the
          proportion that the Eligible Compensation of each such Participant for
          the Plan Year bears to the aggregate of the Eligible Compensation of
          all such Participants for the Plan Year, subject to paragraph (c)
          below.

     (c)  No more than one-third (1/3) of any Employer contributions to the Plan
          for a Plan Year which are applied to the repayment and debt service of
          a Acquisition Loan and deductible under Section 404(a)(9) of the Code
          shall be allocated to the accounts of Participants who are Highly
          Compensated Employees. The Committee shall reallocate such
          contributions as it determines necessary to satisfy this requirement.

Notwithstanding the foregoing, for any Plan Year in which the Plan is a
top-heavy plan within the meaning of Article 10, such allocation formula shall
be subject to the further requirements of Section 10.7.

     4.6 Limitation Allocation to Certain Accounts.

     (a)  If a shareholder of the Company sells Company Stock to the Trust Fund
          and elects (with the consent of the Company) nonrecognition of gain
          under Section 1042 of the Code, no portion of such Company Stock
          purchased may be allocated during the "nonallocation period" to the
          account of: (1) such shareholder, or (2) any individual related to
          such shareholder within the meaning of Section 409(n)(l)(A)(ii) of the
          Code. The "nonallocation period" is the period beginning on the date
          of the sale of the Company Stock to the Plan and ending on the later
          of the date that is ten (10) years from the date of that sale or the
          date of the Plan allocation attributable to the final payment of any
          loan obligation incurred by the Plan in connection with such sale.

                                      4-3
<PAGE>
     (b)  Further, no portion of the Company Stock purchased in any transaction
          to which Section 1042 of the Code applies (or any dividends or other
          income attributable thereto) may thereafter be allocated to the
          account of any Participant who owns (determined within the meaning of
          the attribution rules of Section 318(a) of the Code without regard to
          the exception in Section 318(a)(2)(B)(i) of the Code) more than
          twenty-five percent (25%) of any class of outstanding stock of the
          Company or of the total value of any class of outstanding stock of the
          Company (1) at any time during the one-year period ending on the date
          of sale of Company Stock to the Plan, or (2) on the date as of which
          Company Stock is allocated to Participants.

     (c)  In addition to the foregoing, no allocation of Employer contributions
          or forfeitures shall be made to such Disqualified Persons or party(s)
          in interest (as defined in Section 3(14) of ERISA) in lieu of Company
          Stock.

     4.7 Employer Contribution Accounts. A separate Employer Contribution
Account shall be maintained for each Participant. The amount of Employer
contributions and the increase or decrease in the liquidation value of the Trust
Fund attributable thereto shall be separately reflected in such account. Each
such account shall be divided into a stock subaccount and an investment
subaccount. Allocations pursuant to Section 4.5(a) are made to the stock
subaccount and allocations pursuant to Section 4.5(b) are made to the investment
subaccount. When the Trustee acquires Company Stock with Employer contributions
allocated to investment subaccounts, Participants' investment subaccounts shall
be reduced to reflect such acquisition and Participants' stock subaccounts shall
be similarly increased.

     4.8 Dividends. All dividends paid with respect to Company Stock owned by
the Trust Fund shall, in the discretion of the Company: (a) be retained by the
Trustee and added to the corpus of the Trust Fund; (b) be paid in cash directly
to the Participants; (c) be paid to the Trustee and distributed in cash to the
Participants not later than ninety (90) days after the close of the Plan Year in
which the dividend was paid; (d) be, at the election of the Participants, paid
as provided in (b) or (c) or retained by the Trustee and reinvested in Company
Stock; or (e) be used to repay an Acquisition Loan, the proceeds of which were
used to acquire the Company Stock with respect to which the dividend was paid.
In the event of a distribution or payment of dividends to the Participants, each
Participant shall receive that portion of dividends paid in the ratio in which
the balance of his or her Employer Contribution Account on the preceding
December 31 bears to the sum of the balances for the Employer Contribution
Accounts of all Participants on that date. In the event the Trustee uses
dividends paid on Company Stock to repay an Acquisition Loan then for that Plan
Year, Company Stock must be allocated to each Participant's Employer
Contribution Account that has a fair market value of not less than the amount of
such dividend that would otherwise have been allocated to that Participant if
the dividend had been distributed to the Participants. If a Participant is
prohibited from having certain Company Stock allocated to his or her Employer
Contribution Account because of limitation of Section 4.6, then the Trustee
shall pay directly to such Participant his or her proportionate share of the
dividend in cash rather than applying said dividend to the repayment of an
Acquisition Loan.

                                      4-4
<PAGE>
     4.9 Forfeitures. Forfeitures declared for a Plan Year shall first be used
to restore forfeited Employer Contribution Accounts pursuant to Section 6.3 and
then used to reduce the Employer's contributions to the Trust Fund for such Plan
Year, and last to pay any permissible expenses of the Plan and Trust Fund.

     4.10 Contributions for Omitted Participants. If, for any Plan Year, after
the Employer contributions made to the Trust Fund for that year have been
allocated (including forfeitures declared for that Plan Year), it should appear
that, through oversight or a mistake of fact or law, a Participant who should
have been entitled to share in such contributions received no allocation,
received an allocation which was less than the Participant should have received,
or was otherwise omitted, the Employer, at its election, and in lieu of
reallocating such contributions and forfeitures, may make a special contribution
in an amount equal to the amount that would have been allocated to such
Participant's Employer Contribution Account had such error not been made. Such
special allocation may be funded with a special contribution from the Employer
for such purpose or out of current earnings or forfeitures in the Trust Fund, as
determined by the Employer and the Committee.

     4.11 No Liability for Future Contributions. The benefits under this Plan
shall be only as such can be provided by the assets of the Plan and there shall
be no liability or obligation on the part of an Employer to make future
contributions hereunder or to make any further contributions or payments in the
event the Plan is terminated.

     4.12 No Employee Contributions or Rollover Contributions. Employee
contributions and rollover contributions to the Plan are neither required nor
permitted.

     4.13 Qualified Military Service. Notwithstanding any provision of this Plan
to the contrary, contributions, benefits and service credit will be provided in
accordance with Section 414(u) of the Code, effective with respect to
re-employments initiated on or after the later of December 12, 1994, or the
Effective Date.

                                      4-5
<PAGE>
                                   Article 5

                    VALUATION OF ACCOUNTS AND DIVERSIFICATION
                    -----------------------------------------

     5.1 Account Adjustments. As of each Valuation Date, the Employer
Contribution Account balances forming a part of the Trust Fund shall be adjusted
pursuant to the following paragraphs:

     (a)  Subject to Section 5.3 below, the net gain or loss in the liquidation
          value of the Trust Fund for the Plan Year shall be allocated pro rata
          to the accounts forming a part of the Trust Fund as of the Valuation
          Date for the Plan Year.

     (b)  After making the foregoing adjustments, each Employer Contribution
          Account shall be adjusted pursuant to the provisions of Article 4 to
          reflect the allocations thereto, if any, attributable to the Employer
          contributions to the Trust Fund for the Plan Year.

     (c)  If an Employer Contribution Account is to receive an allocation from
          the Employer's contributions to the Trust Fund for the Plan Year in
          which the Valuation Date occurred, but the Employer contribution is
          made after the Valuation Date, the value of the account shall be
          determined as of such Valuation Date pursuant to the preceding
          paragraphs of this Section without regard to the amount of such
          allocation. After the Employer's contributions, if any, for the Plan
          Year have been made and allocated, the value of the Employer
          Contribution Account as of that Valuation Date shall be increased by
          the amount of such allocation.

     (d)  The amount of any dividend paid in cash by the Company with respect to
          the stock of the Company that is held on the record date for the
          dividend by the Trust Fund shall be held in the Trust Fund unless
          distributed pursuant to Section 4.8. Any such dividends paid on stock
          allocated to stock subaccounts shall be added to the corresponding
          investment subaccounts of Participants in proportion to the stock held
          in the stock subaccount and treated in the same manner as the stock
          held in such corresponding stock subaccount.

     (e)  The investment subaccounts and stock subaccounts shall be separately
          valued, as shall the suspense account described in Section 4.3, which
          is not part of the accounts of Participants. Stock subaccounts shall
          be valued by determining the number of shares at the relevant time and
          advising Participants as to their then current valuation determined
          under the Plan.

     5.2 Stock Splits and Other Capital Reorganization. Any Company Stock
received by the Trust Fund as a result of a stock split or a reorganization or
other recapitalization of the Company shall be allocated as soon as practicable
after its receipt in the same manner as the Company Stock to which it is
attributable is then held.

     5.3 Net Gain or Loss in Liquidation Value. The net gain or loss in the
liquidation value of the Trust Fund during any period between Valuation Dates is

                                      5-1
<PAGE>
the amount of the net income, loss, appreciation or depreciation of the Trust
Fund for that period. Such net gain or loss in the liquidation value of the
Trust Fund shall be exclusive of contributions to or distributions from the
Trust Fund and of amounts considered as fixed liabilities of the Trust Fund. The
determination of net income or loss shall include, in addition to income
actually received, accrued interest and dividends of record where the record
date is on or before the applicable Valuation Date. Dividends or interest paid
on Company Stock acquired with any Acquisition Loan shall be applied to the
payment of such loan to the extent there is any balance outstanding. Any stock
dividends on such stock shall be added to the suspense account and thereafter
treated in the same manner as the underlying stock. The net appreciation or
depreciation in the liquidation value of the Trust Fund other than Company Stock
shall be determined based on the fair market value of each of the assets of the
Trust Fund as determined in good faith by the Trustee on the Valuation Date.

     5.4 Certain Segregated Accounts. The investment subaccount balance of the
Employer Contribution Account of a Participant who is not entitled to receive an
allocation of Employer contributions under Section 4.5(a) or who may not have
such investment subaccount balance used to acquire Company Stock under Section
4.7 shall, at the direction of the Committee, be segregated for investment
purposes in each Plan Year in which the Participant would not be entitled to
receive an Employer contribution under Section 4.5(a) or an acquisition of
Company Stock under Section 4.7. Such segregated account shall not share in the
net gain or loss in the liquidation value of the non-segregated portion of the
Trust Fund pursuant to the preceding provisions of this Article 5. For valuation
purposes, each such segregated account shall be valued as of each Valuation Date
according to the terms of the investment medium funding such segregated account
and the Plan.

     5.5 Responsibility to Maintain Account Balances. The responsibility to
maintain account balances pursuant to the provisions of this Article 5 shall be
discharged by the Committee. The Committee shall keep separate accounts for each
Participant's benefits under the Plan, showing the manner in which it has
determined the entries made to each such account. As soon as practicable
following each December 31 and at such other times as it determines, the
Committee shall make arrangements with the Company for the delivery to each
Participant of a statement showing, as of the close of such period, the status
of the Participant's Employer Contribution Account.

     5.6 Responsibility to Maintain Basis of Company Stock. The responsibility
to maintain a record of the basis of Company Stock held by the Trust Fund or
allocated to Participant Employer Contribution Accounts shall be discharged by
the Committee. The Committee shall keep separate records of such basis. The
basis of any securities held by the Trust Fund shall be their cost or fair
market value on the date of contribution. Cost shall be determined as of the
date of purchase by the Trust Fund or the date contributed to the Trust Fund.
The basis of any securities allocated as of the close of the Plan Year to
Participant's Employer Contribution Accounts shall be the average cost to the
Trust Fund of all securities of the same type which were purchased or otherwise
acquired by the Trust Fund during such Plan Year, except that the basis of
securities acquired pursuant to a Acquisition Loan is determined at the time of
acquisition of such stock.

                                      5-2
<PAGE>
     5.7 Valuations of Company Stock. For all purposes of the Plan, the fair
market value of Company Stock shall be the market price, as reasonably
determined by the Trustee in good faith, of such Company Stock on the relevant
determination date.

     5.8 Diversification of Investments.

     (a)  Each Participant in the Plan who has attained age fifty-five (55) and
          completed at least ten (10) years of participation in the Plan shall
          be permitted to elect as to not more than twenty-five percent (25%)
          (reduced by amounts previously diversified) of his or her Employer
          Contribution Account, to have such portion of his or her account
          diversified rather than being continued as an investment in Company
          Stock.

     (b)  An election to diversify hereunder may be made only during the first
          ninety (90) days of the Plan Year ("Election Period") during the six
          (6) Plan Year period beginning with the first Plan Year in which the
          Participant became eligible to make the election. In the case of the
          last year to which an election applies, fifty percent (50%) shall be
          substituted for twenty-five percent (25%) in paragraph (a). For the
          purpose of facilitating elective diversification hereunder, the
          Committee may make available at least three (3) investment vehicle
          alternatives to the investment of assets of the Trust Fund in Company
          Stock, which said alternative investment vehicles shall not be
          inconsistent with the requirements of regulations promulgated by the
          Secretary of the Treasury in accordance with uniform procedures and
          rules established by the Committee. The diversification of a
          Participant's investments shall be completed no later than ninety (90)
          days after the last day of the Election Period during which the
          Participant's election is made.

     (c)  In event that the Plan does not have at least three (3)
          diversification investment funds other than Company Stock (which
          diversification investment funds satisfy applicable regulations), then
          a Participant eligible to make an election under paragraph (a) above
          may elect to take a distribution in lieu of an election to diversify,
          at the same time and in the same manner and amount as specified in
          paragraph (b) above. Such election to take a distribution shall be
          made during the Election Period. Distributions to satisfy withdrawal
          elections hereunder shall be made within the ninety (90) day period
          immediately following the Election Period.

     (d)  A Participant making diversification investment elections and changes
          in accordance with this Section thereby assumes full responsibility
          for such exercise of control over assets in such Participant's
          account. A Participant or Beneficiary who exercises a diversification
          investment election hereunder shall not be deemed to be a fiduciary by
          reason of such exercise. No person who is otherwise a fiduciary shall
          be liable for any loss, or by reason of any breach, which may result
          from such Participant's or Beneficiary's diversification election.

     (e)  All expenses incurred pursuant to a Participant's diversification
          investment election, including without limitation brokerage fees,

                                      5-3
<PAGE>
          state and federal income taxes from unrelated business taxable income
          or any other incidental expenses, shall be paid solely with funds from
          such Participant's Employer Contribution Account.

                                      5-4
<PAGE>
                                   Article 6

                      DISTRIBUTION OF ACCOUNTS AND VESTING
                      ------------------------------------

     6.1 Retirement Benefits. Upon a Participant's Termination of Employment by
reason of Normal Retirement, the entire balance in the Participant's Employer
Contribution Account shall be distributable pursuant to the provisions of the
Plan. Subject to Section 6.4(d), such account balance shall be valued as of the
Valuation Date immediately preceding his or her distribution.

     6.2 Vested Benefits. Upon a Participant's Termination of Employment prior
to Normal Retirement, the Vested Balance of the Participant's Employer
Contribution Account shall be distributable pursuant to the provisions of the
Plan. Subject to Section 6.4(d), such account balance shall be valued as of the
Valuation Date immediately preceding his or her distribution. The following
paragraphs shall also apply:

     (a)  The Vested Balance of a Participant's Employer Contribution Account
          shall be expressed as a percentage based upon such Participant's Years
          of Service. The Vested Balance of a Participant's Employer
          Contribution Account shall be as follows:

            Years of Service                   Vested Percentage
            ----------------                   -----------------

              Less than 5                              0%
               5 or More                              100%

     (b)  A Participant who incurs a Termination of Employment due to a sale or
          closing of a division or location of the Employer or an Affiliated
          Company shall be fully vested in his or her Employer Contribution
          Account to the extent specifically authorized by the Committee.

     (c)  If an amendment to the Plan changes the Plan's vesting schedule, each
          Participant having not less than three (3) Years of Service shall be
          entitled to have such Participant's Vested Balance for such
          Participant's future service under the Plan computed without regard to
          such amendment. Any such election will not be effective unless made
          after the amendment is adopted but prior to sixty (60) days after the
          later of (1) the date the amendment was adopted, (2) the effective
          date of the amendment, or (3) the date the Participant was given
          written notice of the amendment. Such election shall be made in
          writing by filing with the Committee, within said period, such form as
          the Committee may prescribe for this purpose. For purposes of this
          paragraph, a Participant shall be considered to have completed three
          (3) Years of Service if such Participant has completed three (3) such
          years prior to the expiration of the election period described above.

     6.3 Forfeitures. The Nonvested Balance of a Participant's Employer
Contribution Account shall be treated as a forfeiture as of the date of the
distribution of the value the Participant's Vested Balance. If the Participant's

                                      6-1
<PAGE>
Vested Balance is zero, such Participant shall deemed to have received a
distribution of such Vested Balance as of the date of his or her Termination of
Employment. If a Participant incurs a Termination of Employment prior to
entitlement to a Vested Balance in accordance with the requirements of Section
6.2, the forfeited Nonvested Balance of such Participant's Employer Contribution
Account shall be restored if such former Participant is rehired prior to such
Participant incurring a five (5) year Break in Service.

     6.4 When Distribution of Accounts Shall Commence.

     (a)  Unless the Participant consents to a later payment permitted by the
          Plan, the distribution of benefits to a Participant under the Plan
          shall commence as soon as administratively practicable, but not later
          than sixty (60) days after the Plan Year in which occurs the later of
          the following dates:

          (1)  The date the Participant attains Normal Retirement Age;

          (2)  The date of the Participant's Termination of Employment; or

          (3)  The tenth (10th) anniversary of the year in which the Participant
               commenced participation in the Plan.

          However, if the amount of the payment to be made to the Participant
          cannot be determined by the later of such dates, a payment retroactive
          to such date may be made no later than sixty (60) days after the
          earliest date upon which the amount of such payment can be
          ascertained.

     (b)  If the distributable Vested Balance of a Participant's Employer
          Contribution Account exceeds $5,000 as of the Valuation Date
          coincident with or immediately following such Participant's
          Termination of Employment, such Participant may, by prior written
          consent and in accordance with such procedures as the Committee
          prescribes, elect to have the distribution of the distributable Vested
          Balance of such Participant's Employer Contribution Account commence
          prior to the date provided in paragraph (a) of this Section, but not
          sooner than as administratively practicable following the Valuation
          Date coincident with or immediately following such Participant's
          Termination of Employment. If such Participant is married and such
          Participant's distributable Vested Balance exceeds $5,000,
          distribution of such Participant's distributable Vested Balance shall
          not commence prior to such Participant's Normal Retirement Age unless
          such Participant's spouse also consents to the distribution. If the
          Participant (and, if applicable, his or her spouse) fail to consent or
          elect a distribution pursuant to this paragraph (b), distribution of
          the Vested Balance of the Participant's Employer Contribution Account
          shall be made as soon as administratively practicable following the
          Valuation Date coincident with or next following the Participant's
          attainment of Normal Retirement Age (or, if later, as soon as
          administratively practicable following the Valuation Date coincident
          with or next following the Participant's Termination of Employment if

                                      6-2
<PAGE>
          the Participant had attained Normal Retirement Age prior to or
          coincident with his or her Termination of Employment).

     (c)  In the event that the distributable Vested Balance of a Participant's
          Employer Contribution Account is equal to or less than the $5,000 as
          of the Valuation Date coincident with or immediately following such
          Participant's Termination of Employment, the Committee shall direct
          the Trustee to distribute the distributable Vested Balance of such
          Participant's Employer Contribution Account in a lump sum as soon as
          administratively practicable following such Valuation Date. If such
          Participant's distributable Vested Balance does not exceed $5,000 as
          of such Valuation Date, distribution of such Participant's
          distributable Vested Balance shall be made without regard to the
          consent of the Participant or the Participant's spouse, if any.

     (d)  Notwithstanding the foregoing, the distribution of that portion of a
          Participant's Employer Contribution Account that is attributable to
          Company Stock acquired with the proceeds of a Acquisition Loan may be
          delayed until the close of the Plan Year in which such loan is repaid
          in full, unless an earlier date is otherwise required under either
          Sections 401(a)(9) or 401(a)(14) of the Code. If the distribution of
          such portion of a Participant's Employer Contribution Account that is
          attributable to Company Stock acquired with the proceeds of a
          Acquisition Loan is delayed pursuant to the preceding sentence, such
          portion of the Participant's Employer Contribution Account shall be
          valued for distribution purposes as of the Valuation Date immediately
          preceding the distribution of such portion.

     (e)  Payment of a Participant's Employer Contribution Account distributable
          due to death shall be made in accordance with Section 6.6 as soon as
          administratively practicable after the Valuation Date coincident with
          or immediately following the Participant's date of death.

     (f)  Notwithstanding the foregoing, the distribution of that portion of a
          Participant's Employer Contribution Account that is attributable to
          the Company Stock acquired pursuant to a transaction described in
          Section 4.6 will be deferred until such Participant has a one (1) year
          Break in Service if an early distribution would result in the Company
          being assessed an excise tax under Code Section 4978, unless the
          Company provides its written consent to the imposition of such excise
          tax. Notwithstanding the preceding, no deferral of the distribution
          shall be required if the Participant's Termination of Employment is on
          account of retirement on or after age 59 1/2 or the disability of the
          Participant within the meaning of Code Section 72 (m)(7).

     (g)  Lump sum payment of portions of a Participant's distributable Vested
          Balance authorized to be paid to an alternate payee pursuant to a
          Qualified Domestic Relations Order is specifically authorized
          hereunder, without regard to the age or employment status of the
          Participant.

                                      6-3
<PAGE>
     (h)  In no event shall payment of the distributable Vested Balance of the
          Employer Contribution Account of a Participant commence later than the
          Participant's `required beginning date'. The term `required beginning
          date' means: (1) in the case of a Participant who is not a Five (5%)
          Owner, April 1 of the calendar year following the later of: (A) the
          calendar year in which the Participant attains age 70 1/2, or (B) the
          calendar year in which the Participant terminates employment; or (2)
          in the case of a Participant who is a Five Percent (5%) Owner, April
          1st of the calendar year following the calendar year in which he or
          she attains age 70 1/2.

     6.5 How Accounts Are To Be Distributed. The Participant may elect that his
or her Employer Contribution Account be distributed in a lump sum or in
substantially equal annual installments over five (5) years. Any such
distribution will be made entirely in whole shares of Company Stock except that
the value of any fractional share and any portion of the Participant's account
which has been diversified in accordance with Section 5.8 will be paid in cash.
Any non-diversified balance in a Participant's Employer Contribution Account not
invested in Company Stock will be used to acquire for distribution to such
Participant the maximum number of whole shares of Company Stock at the then fair
market value, and any unexpended balance will be distributed to such Participant
in cash. In lieu of distributing Company Stock to a Participant, at the
discretion of the Company, the Trustee shall distribute all or a portion of a
Participant's benefit in cash. Prior to commencing such a cash distribution, the
Trustee shall notify the Participant, or his or her Beneficiary, in writing that
he or she has the right to demand in writing that his or her benefits be
distributed in the form of Company Stock. Such right shall expire thirty (30)
days after the receipt of such notice by the Participant or his or her
Beneficiary. Notwithstanding the foregoing, if the Company's charter or bylaws
restrict the ownership of substantially all outstanding Company stock to
Employees of the Company or to a trust described in Code Section 401(a), or if
the Company is an "S Corporation" for Federal income tax purposes, then a
Participant shall not have the right to demand that his or her benefit be
distributed in the form of Company Stock.

     6.6 Death Benefits; Beneficiary Designation; Distribution of Death
Benefits.

     (a)  In the event of the death of a Participant in the Plan, the Vested
          Balance of the Participant's Employer Contribution Account (or
          remaining Vested Balance if distribution had previously commenced to
          the Participant in installments) shall be paid in a lump sum to his or
          her Beneficiary. Subject to Section 6.4(d), such distribution shall be
          made as soon as administratively practicable following the Valuation
          Date coincident with or next following the Participant's death with
          such Vested Balance valued as of such Valuation Date.

     (b)  A married Participant may designate a Beneficiary other than the
          Participant's spouse only if (1) the spouse has waived his or her
          right to be the Participant's Beneficiary in accordance with this
          Section; or (2) the spouse cannot be located.

     (c)  The designation of a Beneficiary shall be made on a form satisfactory
          to the Committee. A Participant may at any time revoke his or her
          designation of a Beneficiary or change his Beneficiary by filing
          written notice of such revocation or change with the Committee.

                                      6-4
<PAGE>
          However, the Participant's spouse must again consent in writing to any
          such change or revocation. Any consent by the Participant's spouse to
          waive any rights to the death benefit must be in writing, must
          acknowledge the effect of such waiver, and be witnessed by a Plan
          representative or a notary public. The last effective designation
          filed with the Committee (or its delegate) shall supersede all prior
          designations. In the event that no valid designation of Beneficiary
          exists at the time of the Participant's death, and the Participant has
          no surviving spouse, the death benefit shall be payable to his or her
          estate. Whenever rights of a Participant are stated or limited by the
          Plan, the rights of such Participant's Beneficiaries shall be deemed
          to be similarly stated or limited.

     6.7 In-Service Distribution. A Participant who has attained Normal
Retirement Age, but who has not had a Termination of Employment, may elect to
commence the receipt of the distribution of his or her Employer Contribution
Account in the manner provided under Section 6.5. However, no distribution of
that portion of a Participant's Employer Contribution Account that is
attributable to Company Stock acquired pursuant to a transaction described in
Section 4.6 shall be permitted pursuant to this Section if such distribution
would result in the Company being assessed an excise tax under Code Section
4978, unless the Company provides its written consent to the imposition of such
excise tax.

     6.8 Option. The Company shall provide a "put option" to any Participant (or
Beneficiary) who receives a distribution of Company Stock not readily tradable
on an established securities market. The put option shall permit the Participant
(or Beneficiary) to sell such Company Stock to the Company at any time during
two (2) options periods, at the then fair market value as determined by an
independent appraiser. The first option period shall be for at least sixty (60)
days beginning on the date of distribution. The second put option period shall
be for at least sixty (60) days beginning after the new determination of fair
market value by an independent appraiser (and notice to the Participant thereof)
in the following Plan Year. The Company may allow the Trust Fund or an
Affiliated Company to purchase shares of Company Stock tendered to the Company
under a put option. The payment for any Company Stock sold under a put option
shall be made within thirty (30) days if the shares were distributed as part of
an installment distribution. If the shares were distributed in a lump sum
distribution, payment shall commence within thirty (30) days and may be made in
a lump sum or in substantially equal, annual installments over a period not
exceeding five (5) years, with adequate security provided and interest payable
at a reasonable rate on any unpaid installment balance (as determined by the
Company or the Trustee).

     6.9 Right of First Refusal. Any shares of Company Stock not readily traded
as an established securities market that are distributed by the Trust Fund to a
Participant (or Beneficiary) shall be subject to a "right of first refusal." The
right of first refusal shall provide that, prior to any subsequent transfer, the
shares must first be offered for purchase in writing to the Company or a Company
Affiliate, and then to the Trust Fund, at the then fair market value. A bona
fide written offer from an independent prospective buyer shall be deemed to be
the fair market value for this purpose. The Company or a Company Affiliate and
the Trust Fund shall have a total of fourteen (14) days to exercise the right of
first refusal on the same terms offered by a prospective buyer. The Company may
require that a Participant (or Beneficiary) entitled to a distribution of

                                      6-5
<PAGE>
Company Stock execute an appropriate stock transfer agreement (evidencing the
right of first refusal) prior to receiving a certificate for Company Stock. The
Board of Directors may establish reasonable procedures relating to this right of
first refusal.

     6.10 Location of Participant or Beneficiary Unknown. In the event that all,
or any portion, of the distribution payable to a Participant or his Beneficiary
hereunder shall, at the expiration of five (5) years after it shall become
payable, remain unpaid solely by reason of the inability of the Committee, after
sending a registered letter, return receipt requested, to the last known
address, and after further diligent effort, to ascertain the whereabouts of such
Participant or his or her Beneficiary, the amount so distributable shall be
treated as a forfeiture pursuant to the Plan. In the event a Participant or
Beneficiary is located subsequent to his or her benefit being reallocated, such
benefit shall be restored.

     6.11 Direct Rollover. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election, a distributee may
elect, at the time and in the manner prescribed by the Committee, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover. For purposes
of this Section, the following terms shall have the following meanings.

     (a)  Eligible Rollover Distribution: An eligible rollover distribution is
          any distribution of all or any portion of the balance to the credit of
          the distributee, except that an eligible rollover distribution does
          not include: any distribution that is one of a series of substantially
          equal periodic payments (not less frequently than annually) made for
          the life (or life expectancy) of the distributee or the joint lives
          (or joint life expectancies) of the distributee and the distributee's
          designated beneficiary, or for a specified period of ten (10) years or
          more; any distribution to the extent such distribution is required
          under Section 401(a)(9) of the Code; any distribution which is made
          upon hardship of the distributee; 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) unless such portion is transferred only to an individual
          retirement account or annuity described in Section 408(a) or (b) of
          the Code, or to a qualified defined contribution plan described in
          Section 401(a) or 403(a) of the Code that agrees to separately account
          for amounts so transferred, including separately accounting for the
          portion of such distribution which is includible in gross income and
          the portion of such distribution which is not so includible.

     (b)  Eligible Retirement Plan: An eligible retirement plan is an individual
          retirement account described in Code Section 408(a), an individual
          retirement annuity described in Code Section 408(b), an annuity plan
          described in Code Section 403(a), a qualified trust described in Code
          Section 401(a), an annuity contract described in Code Section 403(b),
          or an eligible plan under Code Section 457(b) maintained by a state,
          political subdivision of a state, or any agency or instrumentality of
          a state and which agrees to separately account for amounts transferred
          into such plan from this Plan.

                                      6-6
<PAGE>
     (c)  Distributee: A distributee includes an Employee or former Employee. In
          addition, the Employee's or former Employee's surviving spouse and the
          Employee's or former Employee's spouse or former spouse who is the
          alternate payee under a Qualified Domestic Relations Order are
          distributees with regard to the interest of the spouse or former
          spouse.

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

     6.12 Incompetent or Minor Payee. If any Participant or Beneficiary entitled
to receive benefits hereunder is a minor or, in the judgment of the Committee
based upon a physician's examination, unable to take care of his or her affairs
because of mental condition, illness, or accident, any payment due such person
may (unless prior claim therefor shall have been made by a qualified guardian or
other legal representative) be paid for the benefit of such Participant or
Beneficiary to: (a) such person's legal representative appointed in proceedings
satisfactory to the Committee; (b) such person (other than a minor) even though
such person may not then be able to exercise control over such payment; and/or
(c) any custodian under the Uniform Gifts to Minors Act or similar statute or
guardian of such person or his or her property with whom such person is making
his or her home. The Committee shall not be required to see to the proper
application of any such payment made to any person pursuant to the provisions of
this Section, and any such payment so made shall be a complete discharge of the
liability of the Trust Fund, the Committee and the Company therefor.

     6.13 Effect of Rehire on Benefits. No distributions from this Plan shall be
made to any Participant or former Participant while he or she maintains an
employment relationship with an Employer or Affiliated Company, subject to Plan
provisions that specifically authorize such distributions to employed persons
pursuant to Section 6.7 and to Committee rules and regulations defining what
shall constitute an employment relationship. Distributions which have commenced
by reason of an Employee's Termination of Employment shall be suspended if he or
she is later rehired by the Company.

                                      6-7
<PAGE>
                                   Article 7

                        MINIMUM DISTRIBUTION REQUIREMENTS
                        ---------------------------------

     7.1 General Rules.

     (a)  Effective Date. The provisions of this Article 7 will apply for
          purposes of determining required minimum distributions.

     (b)  Precedence. The requirements of this Article 7 will take precedence
          over any inconsistent provisions of the Plan.

     (c)  Requirements of Treasury Regulations Incorporated. All distributions
          required under this Article 7 will be determined and made in
          accordance with the Treasury regulations under Section 401(a)(9) of
          the Code.

     7.2 Time and Manner of Distribution.

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

     (b)  Death of Participant Before Distributions Begin. If the Participant
          dies before distributions begin, the Participant's entire interest
          will be distributed, or begin to be distributed, no later than as
          follows subject to Sections 6.4(e), 6.4(f) and 6.6:

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

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

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

          (4)  If the Participant's surviving spouse is the Participant's sole
               designated beneficiary and the surviving spouse dies after the
               Participant but before distributions to the surviving spouse
               begin, this Section 7.2, other than Section 7.2(a), will apply as
               if the surviving spouse were the Participant.

                                      7-1
<PAGE>
               For purposes of this Section 7.2(b) and Section 7.4,
               distributions are considered to begin on the Participant's
               required beginning date.

          (c)  Forms of Distribution. Unless the Participant's interest is
               distributed in the form of a single sum on or before the required
               beginning date, as of the first distribution calendar year
               distributions will be made in accordance with Sections 7.3 and
               7.4 of this Article 7.

     7.3 Required Minimum Distributions During Participant's Lifetime.

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

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

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

     (b)  Lifetime Required Minimum Distributions Continue Through Year of
          Participant's Death. Required minimum distributions will be determined
          under this Section 7.3 beginning with the first distribution calendar
          year and up to and including the distribution calendar year that
          includes the Participant's date of death.

     7.4 Required Minimum Distributions After Participant's Death.

     (a)  Death On or After Date Distribution Begins.

          (1)  Participant Survived by Designated Beneficiary. Except as
               otherwise provided in Article 6, if the Participant dies on or
               after the date distributions begin and there is a designated
               beneficiary, the minimum amount that will be distributed for each
               distribution calendar year after the year of the Participant's
               death is the quotient obtained by dividing the Participant's
               account balance by the longer of the remaining life expectancy of
               the Participant or the remaining life expectancy of the
               Participant's designated beneficiary, determined as follows:

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

                                      7-2
<PAGE>
               (B)  If the Participant's surviving spouse is the Participant's
                    sole designated beneficiary, the remaining life expectancy
                    of the surviving spouse is calculated for each distribution
                    calendar year after the year of the Participant's death
                    using the surviving spouse's age as of the spouse's birthday
                    in that year. For distribution calendar years after the year
                    of the surviving spouse's death, the remaining life
                    expectancy of the surviving spouse is calculated using the
                    age of the surviving spouse as of the spouse's birthday in
                    the calendar year of the spouse's death, reduced by one for
                    each subsequent calendar year.

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

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

     (b)  Death Before Distributions Begin.

          (1)  Participant Survived by Designated Beneficiary. Except as
               provided in Article 6, if the Participant dies before the date of
               distributions begin and there is a designated beneficiary, the
               minimum amount that will be distributed for each distribution
               calendar year after the year of the Participant's death is the
               quotient obtained by dividing the Participant's account balance
               by the remaining life expectancy of the Participant's designated
               beneficiary, determined as provided in Section 7.4(a).

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

          (3)  Death of Surviving Spouse Before Distributions to Surviving
               Spouse Are Required to Begin. If the Participant dies before
               distributions begin, the Participant's surviving spouse is the
               Participant's sole designated beneficiary, and the surviving
               spouse dies before distributions are required to begin to the

                                      7-4
<PAGE>
               surviving spouse under Section 7.2(a), this Section 7.4(b) will
               apply as if the surviving spouse were the Participant.

     7.5 Definitions. For purposes of this Article 7, the following definitions
shall have the following meanings:

     (a)  Designated beneficiary. The individual who is designated as the
          Beneficiary under Section 2.3 of the Plan and is the designated
          beneficiary under Section 401(a)(9) of the Code and Section
          1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

     (b)  Distribution calendar year. A calendar year for which a minimum
          distribution is required. For distributions beginning before the
          Participant's death, the first distribution calendar year is the
          calendar year immediately preceding the calendar year that contains
          the Participant's required beginning date. For distributions beginning
          after the Participant's death, the first distribution calendar year is
          the calendar year in which distributions are required to begin under
          Section 7.2(b). The required minimum distribution for the
          Participant's first distribution calendar year will be made on or
          before the Participant's required beginning date. The required minimum
          distribution for other distribution calendar years, including the
          required minimum distribution for the distribution calendar year in
          which the Participant's required beginning date occurs, will be made
          on or before December 31 of that distribution calendar year.

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

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

     (e)  Required beginning date. The date specified in Section 6.4(h) of the
          Plan.

                                      7-4
<PAGE>
                                   Article 8

                               PLAN ADMINISTRATION
                               -------------------

     8.1 The Committee. The Plan shall be administered by the Committee pursuant
to the following paragraphs:

     (a)  The Committee shall consist of members who shall be appointed by and
          serve at the pleasure of the Board of Directors. Upon the death,
          resignation, removal or inability to serve of any Committee member,
          the Board of Directors may, but need not, name his or her successor.
          Any member of the Committee may resign at any time by delivering
          written notice of such resignation to the Company. The Board of
          Directors shall have the right at any time, with or without cause or
          notice, to remove any member of the Committee.

     (b)  Members of the Committee shall not be entitled to compensation for
          performing their duties as Committee members, but shall be entitled to
          reimbursement for any expenses reasonably incurred in connection with
          the administration of the Plan which are not otherwise paid by the
          Company.

     (c)  The Committee shall be the Plan administrator and shall control and
          manage the operation and administration of the Plan, including the
          following:

          (1)  The Committee shall from time to time certify in writing to the
               Trustee the names of retired, terminated or deceased
               Participants. Any such notice from the Committee shall be deemed
               adequate by the Trustee if signed by any member of the Committee
               or the Committee's duly authorized agent.

          (2)  The Committee shall file such reports with governmental
               authorities as may be required by law and which are not filed by
               the Trustee.

          (3)  The Committee may adopt and promulgate such rules and
               regulations, not inconsistent with the terms and provisions
               hereof, for the administration of the Plan as it deems necessary.
               From time to time, the Committee may amend or supplement any such
               rules or regulations.

          (4)  The Committee shall review claims for benefits in accordance with
               the Plan's claims procedures.

          (5)  The Committee shall prescribe procedures to be followed and forms
               to be used in electing any alternatives available under the Plan
               and to apply for benefits under the Plan.

          (6)  The Committee shall prepare and distribute, in such manner as the
               Committee determines appropriate, information explaining the
               Plan.

          (7)  The Committee shall receive from the Employer and from
               Participants such information as shall be necessary for the

                                      8-1
<PAGE>
               proper administration of the Plan. The Committee shall be
               entitled to rely on any such information so received.

          (8)  Subject to the approval of the Board of Directors, the Committee
               shall engage, remove, or appoint an independent certified public
               accountant to audit the Plan and its assets in compliance with
               ERISA.

          (9)  The Committee shall have no power to add to, subtract from or
               modify any of the terms of the Plan, or to change or add to any
               benefits provided by the Plan, or to waive or fail to apply any
               requirements of eligibility for benefits under the Plan.

               (d)  A majority of the members of the Committee shall constitute
                    a quorum unless the Committee consists of two or fewer
                    members, in which case all Committee members must
                    participate for there to be considered a quorum. The
                    approval of any such quorum, expressed from time to time by
                    a vote at a meeting, or in writing without a meeting, shall
                    constitute the action of the Committee and shall be valid
                    and effective for all purposes of this Plan. No member of
                    the Committee shall have any right to vote or decide upon
                    any matter relating solely to himself/herself of any of his
                    or her rights or benefits under the law.

               (e)  The Committee shall have full and complete discretionary
                    authority in performing the duties conferred to it under the
                    Plan including, but not limited to, deciding questions of
                    eligibility, participation, benefit payments and any other
                    questions of interpretation or construction relating to the
                    Plan. The acts and determinations of the Committee made in
                    good faith within the powers conferred upon it by this Plan
                    shall be valid, final and conclusive (subject only to change
                    pursuant to the provisions of this Plan) for all purposes of
                    the Plan.

               (f)  Discretionary actions of the Committee shall be made in a
                    manner that does not discriminate in favor of shareholders,
                    officers or Highly Compensated Employees. In the event the
                    Committee is to exercise any discretionary authority with
                    respect to a Participant who is a member of the Committee,
                    such discretionary authority shall be exercised solely and
                    exclusively by those members of the Committee other than
                    such Participant.

               (g)  By unanimous vote, members of the Committee may allocate
                    specific responsibilities among themselves. Also, the Board
                    of Directors or, by unanimous vote, the Committee may
                    delegate to persons other than members of the Committee some
                    or all of its discretionary authority to control and manage
                    the operation and administration of the Plan; provided,
                    however, that no member of the Board of Directors or the
                    Committee shall be responsible for the actions of those
                    persons delegated such responsibility except to the extent
                    required by Section 405(c) of ERISA. Notwithstanding the
                    foregoing, the Committee may not delegate its power to
                    review claims under the Plan's claims procedures unless
                    otherwise authorized pursuant to such claims procedures.
                                      8-2
<PAGE>
               (h)  The Committee may appoint such advisors, agents and
                    representatives as it shall deem advisable and may also
                    employ such clerical, legal, and medical counsel as it deems
                    necessary. Any action taken by a properly authorized agent
                    of the Committee shall be deemed taken by the Committee.

               (i)  The Company shall indemnify and hold harmless each Committee
                    member and Employee against all liabilities, losses, costs
                    and expenses, including reasonable attorneys' fees, incurred
                    or suffered by any such member or Employee in connection
                    with such person's management or administration, at any
                    time, of this Plan, and shall maintain and keep in force
                    such insurance as the Committee deems appropriate for such
                    purpose; provided, however, that such indemnity shall not
                    extend to the willful misconduct or gross negligence of any
                    such person unless a court of competent jurisdiction, in
                    view of all facts and circumstances, determines that such
                    person is fairly and reasonably entitled to indemnification.
                    The Committee, at its discretion, may also require any
                    Affiliated Company participating in the Plan to similarly
                    indemnify and/or maintain insurance for its directors,
                    officers and employees against all liabilities, losses,
                    costs and expenses, including reasonable attorneys' fees,
                    incurred or suffered by any such persons in connection with
                    such person's management or administration, at any time, of
                    this Plan.

     8.2 Agent For Legal Process. The Chairman of the Committee is hereby
designated as an agent for service of legal process with respect to any matter
concerning the Plan.

     8.3 Claim and Appeal Procedure.

     (a)  Claims made for benefits under the Plan shall be submitted in writing
          to the Committee (or its delegate) on a form prescribed for such
          purpose. Within 90 days after its receipt of a claim for benefits
          under the Plan or in the case of a claim for benefits based upon
          disability, within 45 days, the Committee (or its delegate) shall give
          written notice to the claimant of its decision on the claim unless the
          Committee (or its delegate) determines that special circumstances
          require an extension of time for processing the claim.

          (1)  If an extension of time for processing a claim is needed, other
               than for a claim for benefits based upon disability, a written
               notice shall be furnished to the claimant within the 90-day
               period referred to above. The notice shall state the special
               circumstances requiring the extension and the date by which a
               decision can be expected. In no event, however, shall such
               decision be made more than 180 days from the date the claim was
               filed.

          (2)  If the claim filed is for benefits based upon disability, the
               extension period may only be extended by 30 days so long as the
               written notice described above is furnished to the claimant
               before the end of the initial 45-day period. If prior to the end
               of the first extension for a disability retirement claim, the
               Committee (or its delegate) determines that circumstances beyond

                                      8-3
<PAGE>
               the control of the Plan prevent a decision from being rendered
               within that extension period, the period for making the
               determination may be extended for an additional 30 days, provided
               the Committee (or its delegate) notifies the claimant prior to
               the end of the first extension period. In no event shall the date
               by which a decision is expected to be rendered for disability
               retirement benefit claims be later than: 75 days after the date
               on which the claim was filed in the case of the first extension;
               or 105 days after the date on which the claim was filed in the
               case of a second extension. If the claimant must provide
               additional information to allow the Committee (or its delegate)
               to make a decision on the claim, the review period shall be
               tolled until such information is provided. Any notice of
               extension under this paragraph shall specifically explain:

               (A)  the standards on which entitlement to a benefit is based;

               (B)  the unresolved issues that prevent a final decision from
                    being rendered on the claim;

               (C)  the additional information needed to resolve those issues;
                    and

               (D)  that the claimant shall be afforded 45 days within which to
                    provide the specified information.

     (b)  If a claim for benefits, including a claim for benefits based upon
          disability, is wholly or partially denied, the Committee (or its
          delegate) shall provide the claimant with a notice in a manner
          calculated to be understood by that individual setting forth:

          (1)  the specific reason or reasons for denying payment of the
               benefits;

          (2)  specific references to the Plan provisions upon which the denial
               is based;

          (3)  a description of any additional material or information which may
               be needed to perfect the request, including an explanation of why
               such material or information is necessary;

          (4)  an explanation of the Plan's claim review procedures and the time
               limits applicable to such procedures and a statement of the
               claimant's right to bring a civil action under Section 502(a) of
               ERISA if the claim is denied following review on appeal; and

          (5)  in addition, in the case of a notice of denial of a claim for
               benefits based upon disability, the following:

               (A)  if an internal rule, document, guideline, protocol or other
                    similar criterion was relied upon in making the adverse
                    determination, either the specific rule, document guideline,
                    protocol, or other similar criterion; or a statement that

                                      8-4
<PAGE>
                    such rule, document, guideline, protocol, or other similar
                    criterion was relied upon in making the adverse
                    determination and that a copy of such rule, document,
                    guideline, protocol, or other similar criterion will be
                    provided free of charge to the claimant upon request; and

               (B)  if the adverse determination is based on a medical necessity
                    or experimental treatment or similar exclusion or limit,
                    either an explanation of the scientific or clinical judgment
                    for the determination, applying the terms of the Plan to the
                    claimant's medical circumstances, or a statement that such
                    explanation will be provided free of charge upon request.

     (c)  Any claimant whose claim for benefits is denied by the Committee (or
          its delegate) may appeal to the Committee (or its delegate) for review
          of the denial by making a written request therefore within 60 days of
          receipt of a notification of denial, except that in the case of a
          claim for benefits based upon disability, the claimant shall have 180
          days from the receipt of the notification of denial within which to
          submit his or her request for review. Any such request may include any
          written comments, documents, records and other information relating to
          the claim and may include a request for "relevant" documents (as
          defined below) to be provided free of charge. The claimant may if he
          or she chooses, request a representative to make such written
          submissions on his or her behalf.

          (1)  Except in the case of claim for benefits based upon disability,
               as set forth in (2) below, the Committee (or its delegate) shall
               notify the claimant in writing within 60 days after the request
               for an appeal of its final decision. If, however, the Committee
               (or its delegate) determines that special circumstances require
               additional time for processing, the Committee (or its delegate)
               may extend such 60-day period, but not by more than an additional
               60 days and shall notify the claimant in writing of such
               extension. The notice shall state the special circumstances
               requiring the extension and the date by which a decision can be
               expected. If the period of time is extended due to a claimant's
               failure to submit information necessary to decide the claim, the
               period for making the determination on appeal shall be tolled
               from the date on which the notification of the extension is sent
               to the claimant until the date on which the claimant responds to
               the request for additional information.

          (2)  In the case of a claim for benefits based upon disability, the
               Committee (or its delegate) shall notify the claimant in writing
               within 45 days after the request for an appeal of its final
               decision. If, however, the Committee (or its delegate) determines
               that special circumstances require an additional time for
               processing, the Committee (or its delegate) may extend the 45-day
               period by furnishing a written notice to the claimant before the
               termination of the initial 45-day period. The written notice
               shall specify the reasons for the extension and when the review
               shall be completed, provided such review shall be completed

                                      8-5
<PAGE>
               within 90 days after the date on which the request for review was
               filed. If the period of time is extended due to a claimant's
               failure to submit information necessary to decide the claim, the
               period for making the determination on appeal shall be tolled
               from the date on which the notification of the extension is sent
               to the claimant until the date on which the claimant responds to
               the request for additional information. A review of a denial of a
               claim for benefits based upon disability:

               (A)  shall be conducted by a named fiduciary who is neither the
                    individual who made the initial adverse determination, nor a
                    subordinate of such individual;

               (B)  shall be conducted, if the claim is based, in whole or in
                    part, on a medical judgment, upon consultation with a health
                    care professional who has appropriate training and
                    experience in the field of medicine involved in the medical
                    judgment and who has neither consulted in connection with
                    the initial adverse determination, nor is a subordinate of
                    the individuals who made the initial adverse determination;
                    and

               (C)  shall provide for the identification of medical or
                    vocational experts whose advice was obtained on behalf of
                    the Plan in connection with the claimant's adverse benefit
                    determination, without regard to whether the advice was
                    relied upon in making the benefit determination.

     (d)  In the case of an adverse benefit determination on appeal, the
          Committee (or its delegate) will provide written notification to the
          claimant, set forth in a manner calculated to be understood by the
          claimant, of:

          (1)  the specific reason or reasons for the adverse determination on
               appeal;

          (2)  the specific Plan provisions on which the denial of the appeal is
               based;

          (3)  a statement that the claimant is entitled to receive, upon
               request and free of charge, reasonable access to, and copies of
               all documents, records, and other information "relevant" (as
               defined below) to the claimant's claim for benefits;

          (4)  a statement of the claimant's right to bring a civil action under
               ERISA Section 502(a); and

          (5)  in addition, in the case of an adverse determination on appeal
               for a claim for benefits based upon disability, the following:

                                      8-6
<PAGE>
               (A)  the same information in the initial benefit determination
                    notice regarding internal rules, documents, guidelines,
                    protocols, or other similar criterion (or the claimant's
                    access to that information);

               (B)  the same statement as in the initial benefit determination
                    notice regarding denials based on medical necessity or
                    experimental treatments;

               (C)  a description of the claimant's right to obtain additional
                    information upon request about voluntary appeal procedures
                    and the following statement: "You and your Plan may have
                    other voluntary alternative dispute resolution option, such
                    as mediation. One way to find out what may be available is
                    to contact your local U.S. Department of Labor Office and
                    your State insurance regulatory agency."

     (e)  A decision on review shall be final and binding on all persons for all
          purposes. If a claimant shall fail to file a request for appeal
          according to the procedures herein outlined, such claimant shall have
          no rights to review and shall have no right to bring action in any
          court, and the denial of the claim shall become final and binding on
          all persons for all purposes.

     (f)  For purposes of this Section, a document, record or other information
          shall be considered "relevant" to a claimant's claim if such document,
          record or other information: (1) was relied upon in making the benefit
          determination; (2) was submitted, considered, or generated in the
          course of making the benefit determination, without regard to whether
          such document, record, or other information was relied upon in making
          the benefit determination; (3) demonstrates compliance with the
          administrative processes and safeguards required in making the benefit
          determination; or (4) in the case of a claim for benefits based upon
          disability, constitutes a statement of policy or guidance with respect
          to the Plan concerning the denied option or benefit for the claimant's
          diagnosis, without regard to whether such advice or statement was
          relied upon in making the benefit determination.

     8.4 Records. The Company, each Employer, the Committee and each other
person performing any functions in the operation or administration of the Plan
or the management or control of the assets of the Plan shall keep such records
as may be necessary or appropriate in the discharge of their respective
functions hereunder, including records required by ERISA or any other applicable
law. Records shall be retained as long as necessary for the proper
administration of the Plan and at least for any period required by ERISA or
other applicable law.

     8.5 Correction of Errors. It is recognized that in the operation and
administration of the Plan certain mathematical and accounting errors may be
made or mistakes may arise by reason of factual errors in information supplied
to the Trustee, an Employer or the Committee. Each such party shall have power

                                      8-7
<PAGE>
to cause such equitable adjustments to be made to correct such errors as they,
in their discretion, consider appropriate. Such adjustments shall be final and
binding on all persons.

     8.6 Evidence. Evidence required of anyone under this Plan may be by
certificate, affidavit, document, or other instrument that the person acting in
reliance thereon considers to be pertinent and reliable and to be signed, made,
or presented by the proper party.

     8.7 Bonding. Plan officials and fiduciaries shall be bonded to the extent
required by ERISA. Premiums for such bonding may, in the sole discretion of the
Company, be paid in whole or in part from the Trust Fund. The Company may
provide by agreement with any person that the premium for required bonding shall
be paid by such person.

     8.8 Voting; Tender Offers; Change of Control.(a) The voting rights of any
Company Stock held in the Trust Fund shall be exercised in accordance with the
terms of the Trust Agreement. The Committee and the Company shall provide all
information, direction and assistance to the Trustee as necessary and
appropriate in order for the Trustee to carry out its obligations pursuant to
the Trust Agreement, in accordance with its terms.

     (b)  In the event of any tender offer for shares of Company Stock held in
          the Trust Fund, the Committee and the Company shall provide all
          information, direction and assistance to the Trustee as necessary and
          appropriate in order for the Trustee to carry out its obligations
          pursuant to the Trust Agreement, in accordance with its terms.

     (c)  In the event of a change of control of the Company, all account
          balances of all Participants employed on such date shall be fully
          vested and nonforfeitable. For purposes of this Section, the term
          "change of control" of the Company means:

          (1)  the consummation by the Company of a reorganization, merger or
               consolidation or sale or other disposition of all or
               substantially all of the assets of the Company or the acquisition
               of assets of another entity (a "Business Combination"), in each
               case, unless, following such Business Combination, (A) all or
               substantially all of the individuals and entities who were the
               beneficial owners, respectively, of the outstanding shares of
               Company Stock (the "Outstanding Company Common Stock") and the
               combined voting power of the outstanding voting securities of the
               Company entitled to vote generally in the election of directors
               (the "Outstanding Company Voting Securities") immediately prior
               to such business combination beneficially own, directly or
               indirectly, more than 50% of, respectively, the then outstanding
               shares of common stock and the combined voting power of the then
               outstanding voting securities entitled to vote generally in the
               election of directors, as the case may be, of the corporation
               resulting from such Business Combination (including, without
               limitation, a corporation which as a result of such transaction
               owns the Company or all or substantially all of the Company's
               assets either directly or through one or more subsidiaries) in

                                      8-8
<PAGE>
               substantially the same proportions as their ownership immediately
               prior to such Business Combination of the Outstanding Company
               Common Stock and Outstanding Company Voting Securities, as the
               case may be, (B) no individual, entity or group (within the
               meaning of Section 13(d)(3) or 14(d)(2) of the Securities
               Exchange Act of 1934, as amended) (excluding any employee benefit
               plan (or related trust) of the Company or of such corporation
               resulting from such Business Combination) beneficially owns,
               directly or indirectly, 20% or more of, respectively, the then
               outstanding shares of common stock of the corporation resulting
               from such Business Combination or the combined voting power of
               the then outstanding voting securities of such corporation except
               to the extent that such ownership existed prior to the Business
               Combination and (C) at least a majority of the members of the
               board of directors of the corporation resulting from such
               Business Combination were members of the Board of Directors at
               the earlier of the execution of the initial agreement, or the
               action of the Board of Directors, providing for such Business
               Combination; or

          (2)  approval by the shareholders of the Company of a complete
               liquidation or dissolution of the Company.

                                      8-9
<PAGE>
                                   Article 9

                    MAXIMUM ADDITIONS TO PARTICIPANT ACCOUNTS
                    -----------------------------------------

     9.1 Maximum Limitations on Annual Additions.

          (a)  The annual additions to a Participant's accounts for any
               "limitation year" for purposes of this Section and Section 415 of
               the Code, when added to the Participant's annual addition for
               that limitation year under any other qualified defined
               contribution plan of the Employer or an Affiliated Company, shall
               not exceed the lesser of (i) $40,000, adjusted for increases in
               the cost-of-living under Section 415(d) of the Code; or (ii) 100%
               of the Participant's compensation within the meaning of Section
               415(c)(3) of the Code, for the limitation year. The compensation
               limit referred to in (ii) above shall not apply to any
               contribution for medical benefits after separation from service
               (within the meaning of Section 401(h) or Section 419A(f)(2) of
               the Code) which is otherwise treated as an annual addition.

               The foregoing dollar limitation may be increased where not more
               than one-third (1/3) of the total Employer contributions for a
               Plan Year are allocated to the Employer Contribution Accounts of
               Participants who are Highly Compensated Employees. The increase
               in the dollar limitation may not exceed the lesser of (i) the
               dollar amount which would otherwise apply for such Plan Year, or
               (ii) the amount of contributions allocated to the Participant's
               Employer Contribution Account for the Plan Year representing
               Employer Stock which is:

               (1)  contributed to the Plan for such Plan Year;

               (2)  purchased in cash with Employer contributions not later than
                    sixty (60) days after the due date for filing the Employer's
                    federal income tax return for such Plan Year (including
                    extensions); or

               (3)  released from the suspense account as a result of payment on
                    an Acquisition Loan that Plan Year.

               Further, Employer contributions used to pay interest on a
               Acquisition Loan (not later than the due date, including
               extensions, for filing the Employer's federal income tax return
               for the Plan Year) and any forfeitures resulting from Company
               Stock shall not be included as annual additions in any Plan Year
               in which not more than one-third (1/3) of Employer contributions
               applied to pay principal and/or interest on a Acquisition Loan
               are allocated to Participants who are Highly Compensated
               Employees.

               (b)  For purposes of this Article, the term "annual additions"
                    means the sum, credited to a Participant's accounts for any
                    "limitation year," of:

                                      9-1
<PAGE>
                    (1)  Employer contributions;

                    (2)  Employee contributions, if any;

                    (3)  forfeitures (and income, if any, attributable to such
                         forfeitures); and

                    (4)  amounts described in Sections 415(1) and 419A(d)(2) of
                         the Code credited to the Participant's accounts.

               (c)  For purposes of this Article, Employee contributions under
                    subparagraph (b)(2) do not include any rollover
                    contributions. Further, the term "annual additions" does not
                    include amounts distributed from the Plan which are
                    subsequently repaid to the Plan, or the direct transfer of
                    Employee contributions from one qualified plan to another.

               (d)  If, as a result of the allocation of forfeitures, a
                    reasonable error in estimating a Participant's annual
                    compensation, or under other facts and circumstances as
                    authorized by the Secretary of the Treasury, the annual
                    additions for a Participant would cause the limitation of
                    Section 415 of the Code applicable to that Participant for
                    the limitation year to be exceeded, the excess amounts shall
                    not be deemed annual additions in that Plan Year in which
                    the limitation year ends if the excess amounts in the
                    Participant's accounts attributable to Employer
                    contributions and/or forfeitures are used to reduce Employer
                    contributions for the next limitation year (and succeeding
                    limitation years, as necessary) for that Participant if that
                    Participant is covered by the Plan as of the end of the Plan
                    Year. However, if that Participant is not covered by the
                    Plan as of the end of the Plan Year, then the excess amounts
                    must be held unallocated in a suspense account for the Plan
                    Year and allocated and reallocated in the next Plan Year to
                    all of the remaining Participants. Furthermore, the excess
                    amounts must be used to reduce Employer contributions for
                    the next Plan Year (and succeeding Plan Years, as necessary)
                    for all of the remaining Participants. For purposes of this
                    paragraph, excess amounts may not be distributed to
                    Participants or former Participants. If the Plan terminates
                    before such suspense account is fully allocated, such
                    account shall be allocated among the accounts of
                    Participants who are actively employed by the Employer on
                    the last day of the month preceding such termination and, if
                    any excess amounts remain after this allocation, such excess
                    amounts will be returned to the Employer upon termination of
                    the Plan.

     9.2 Limitation Year. For purposes of this Article, the "limitation year"
shall be the twelve (12) month period commencing as of January 1 and ending as
of December 31. A written resolution specifying a limitation year that is
adopted after the first such resolution shall be considered to be a change of
the limitation year. Any change in the limIitation year shall be a change to a
twelve (12) month period commencing with any day within the then current
limitation year. The limitations on the maximum amount of annual additions shall
be applicable with respect to the first limitation year for which such change is
effective and shall be separately applied to a "limitation period" which begins
with the first day of the current limitation year and which ends on the day
before the first day of the first limitation year for which the change is

                                      9-2
<PAGE>
effective. The dollar limitation for this limitation period is determined by
multiplying the applicable dollar limitation for the calendar year in which the
limitation period ends by a fraction, the numerator of which is the number of
months (including any fractional parts) in the limitation period, and the
denominator of which is twelve (12).

     9.3 Aggregation of Plans. All qualified defined contribution plans (whether
or not terminated) ever maintained by the Employer shall be treated as one
defined contribution plan for purposes of applying the limitations of this
Article. Further aggregation rules are set forth in Section 10.2.

                                      9-3
<PAGE>
Article 10

                        SPECIAL RULES FOR TOP-HEAVY PLANS
                        ---------------------------------

     10.1 Definition of Key Employee: A key employee is any Employee or former
Employee (including any deceased Employee) who at any time during the Plan Year
that includes the determination date was: (i) an officer of the Company or an
Affiliated Company having annual compensation greater than $130,000 (as adjusted
under Code Section 416(i)(1)), (ii) a Five Percent (5%) Owner of the Employer or
an Affiliated Employer, or (iii) a one percent owner of the Employer or an
Affiliated Company having annual compensation greater than $150,000. For
purposes of this definition the following paragraphs shall also apply:

     (a)  The terms `key employee,' `former key employee,' and `non-key
          employee' include the beneficiaries of such individuals. The term
          `non-key employee' means any Employee who is not a key employee.

     (b)  Whether an individual is an officer shall be determined upon the basis
          of all the facts, including, for example, the source of the officer's
          authority, the term for which elected or appointed, and the nature and
          extent of the duties to be performed.

     (c)  Self-employed individuals are to be treated as Employees and their
          earned income from self-employment is to be treated as compensation
          for purposes of this Section.

     (d)  The term `annual compensation' means compensation within the meaning
          of Section 415(c)(3) of the Code.

     The determination of who is a key employee will be made in accordance with
Section 416(i)(1) of the Code and the applicable regulations and other guidance
of general applicability issued thereunder.

     10.2 Aggregation Rules. Plans shall be aggregated pursuant to Section 9.3.
The following paragraphs describe the required aggregation and permissive
aggregation rules:

     (a)  Required Aggregation Group. The required aggregation group of the
          Employer includes each qualified retirement plan (including a
          simplified employee pension plan) of the Employer in which a key
          employee participates in the Plan Year containing the determination
          date, or any of the four (4) preceding Plan Years. In addition, each
          other such plan of the Employer which, during this period, enables any
          such plan in which a key employee participates to meet the
          nondiscrimination in benefits or contributions requirements of Section
          401(a)(4) of the Code or the minimum participation standards of
          Section 410 of the Code, is part of the required aggregation group.

     (b)  Permissive Aggregation Group. A permissive aggregation group consists
          of plans of the Employer that are required to be aggregated, plus one
          or more plans that are not part of a required aggregation group but

                                      10-1
<PAGE>
          that satisfy the requirements of Sections 401(a)(4) and 410 of the
          Code when considered together with the required aggregation group.

     (c)  Collectively Bargained Plans. Collectively bargained plans that
          include a key employee must be included in the required aggregation
          group for the Employer. Collectively bargained plans that do not
          include a key employee may be included in a permissive aggregation
          group. The special top-heavy rules do not apply to collectively
          bargained plans, however, whether or not they include a key employee.

     10.3 Determination Date. Whether a plan is top-heavy is determined on the
determination date. The determination date is (a) the last day of the preceding
Plan Year, or (b) in the case of the first Plan Year, the last day of such first
Plan Year. The present value of accrued benefits and distributions made as of
the determination date are generally determined as of the determination date. An
Employee's status as a key employee is based on the Plan Year containing the
determination date. If more than one plan is aggregated pursuant to the
preceding Section, the present value of the accrued benefits (including
distributions for key employees and all Employees) is determined separately for
each plan as of each plan's determination date. The plans are then aggregated by
adding the results of each plan as of the determination dates for such plans
that fall within the same calendar year. If the total results show that the
plans are top-heavy, each plan will be top-heavy for the plan year commencing
immediately following its respective determination date.

     10.4 Present Value of Accrued Benefits in a Defined Contribution Plan. The
present value of accrued benefits in the Plan, for purposes of this Article, as
of the determination date for any individual (computed using a five percent (5%)
interest assumption and a 1971 GAM assumption), includes the balance of (a) the
individual's Employer Contribution Account as of the most recent valuation date
occurring within a twelve (12) month period ending on the determination date,
and (b) an adjustment for employer contributions due as of the determination
date. In the case of a defined contribution plan, other than a money purchase
pension plan, the adjustment in (b) is generally the amount of any Employer
contributions actually made after the valuation date but on or before the
determination date. However, in the first Plan year of the Plan, the adjustment
in (b) should also reflect the amount of any contributions made after the
determination date that are allocated as of a date in the first Plan year. In
the case of a money purchase plan, the account balance in (a) should include
contributions that would be allocated as of a date not later than the
determination date, even though those amounts are not yet required to be
contributed. The adjustment in (b) should reflect the amount of any contribution
actually made (or due to be made) after the valuation date but before the
expiration of the extended payment period in Section 412(c)(10) of the Code. The
present value of accrued benefits includes Employee contributions whether
voluntary or mandatory, determined as the balance of such Employee's
contribution account as of the determination date. If an Employee has not
performed services for the employer maintaining the Plan at any time during the
one (1) year period ending on the determination date, any accrued benefit for
such individual (and the account of such individual) shall not be taken into
account.

                                      10-2
<PAGE>
     10.5 Adjustments to Present Value of Accrued Benefits.

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

     (b)  Rollovers and Plan-to-Plan Transfers. In the case of unrelated
          rollovers or plan-to-plan transfers, the plan providing the
          distributions always counts the distribution and the plan accepting
          the rollover or transfer does not consider the rollover part of the
          accrued benefit. In the case of related rollovers or transfers, the
          plan providing the rollover does not count the rollover as a
          distribution and the plan accepting the rollover counts the rollover
          in the present value of the accrued benefits. An unrelated rollover or
          transfer is both initiated by the Employee and made from a plan
          maintained by one employer to a plan maintained by another employer. A
          related rollover or transfer is either not initiated by the Employee
          or is made to a plan maintained by the same employer.

     10.6 Top-Heavy Plan Definition and Ratio. The term "top-heavy group" means
any aggregation group if the sum (as of the determination date) of the present
value of the accrued benefits for key employees under all defined benefit plans
included in such group and all defined contribution plans included in such group
exceeds sixty percent (60%) of a similar sum determined for all Employees,
excluding former key employees. In the case of plans that are required to be
aggregated, each plan in the required aggregation group will be top-heavy if the
group is top-heavy. No plan in the required aggregation group will be top-heavy
if the group is not top-heavy. If a permissive aggregation group is top-heavy,
only those plans that are part of the required aggregation group are top-heavy.
Plans that are not part of the required aggregation group are not top-heavy. The
Committee shall determined for each Plan Year whether the Plan is top-heavy, but
precise top-heavy ratios need not be computed every year.

     10.7 Adjustments to Plan Provisions if Plan is Top-Heavy. For any Plan Year
that the Plan is top-heavy, the following adjustments to its provisions shall be
applicable and shall be implemented by the Committee where necessary to preserve
the qualified status of the Plan:

     (a)  Vesting. Notwithstanding the vesting schedule set forth in Section 6.2
          of the Plan, the Vested Balance of a Participant's Employer
          Contribution Account shall be as set forth in Section 6.2, or if
          greater, as set forth in the following schedule:

                                      10-3
<PAGE>
            Years of Service                    Vested Percentage
            Less than 3                                   0%
            3 or more                                   100%

          The Employer Contribution Account subject to this alternate vesting
          schedule includes balances accrued before the Plan became top-heavy.
          This alternate vesting schedule shall not apply, however, to the
          Employer Contribution Account of any Employee who is not credited with
          an Hour of Service in any Plan Year for which the Plan is determined
          to be top-heavy. When the Plan ceases to be top-heavy, the vesting
          schedule above shall be disregarded, and the schedule set forth in
          Section 6.2 shall again apply. However, in changing the vesting
          schedule, the requirements applicable to changes in vesting schedules
          described in Code Section 411(a)(10) shall be satisfied. Thus, any
          portion of the accrued benefit that was nonforfeitable must remain
          nonforfeitable and any Participant with three (3) or more Years of
          Service must be given the option of remaining under the vesting
          schedule in effect before the change.

     (b)  Minimum Benefits. The Employer contributions and forfeitures allocated
          to the Employer Contribution Account of any non-key employee for each
          Plan Year in which the Plan is top-heavy must equal at least five
          percent (5%) of compensation for that Plan Year for each non-key
          employee. The Employees who must receive the defined contribution plan
          minimum benefit are all non-key employees covered by the Plan who have
          satisfied the eligibility requirements of the Plan as to age and
          waiting period of service, and who have not incurred a Termination of
          Employment as of the last day of the Plan Year. The Employees covered
          by the Plan include individuals who have (i) failed to complete one
          (1) year of service, (ii) declined to make mandatory contributions to
          the Plan, or (iii) been excluded from the Plan because such
          individual's compensation is less than a stated amount but must be
          considered `participants' to satisfy applicable coverage requirements.
          The minimum benefit to be provided hereunder may not be integrated
          with social security.

     (c)  Compensation. For purposes of this Article, the term `compensation'
          means compensation as defined in Code Section 415(c)(3).

                                      10-4
<PAGE>
                                   Article 11

                   ADOPTION, AMENDMENT, TERMINATION AND MERGER
                   -------------------------------------------

11.1 Adoption of Plan by Additional Company. The Board of Directors may extend
the Plan to Employees of any company and their participation shall be effective
upon appropriate action being taken by such company necessary to adopt the Plan.
In that event, or if any persons become Eligible Employees of an Employer as the
result of merger or consolidation or as the result of acquisition of all or part
of the assets or business of another company, the Board of Directors shall
determine to what extent, if any, previous service with such company shall be
recognized under the Plan. The following paragraphs shall also apply:

     (a)  Each adopting company shall participate in the Trust Fund hereunder.

     (b)  The Trustee may, but shall not be required to, commingle and hold as
          one Trust Fund all contributions made by all adopting companies.

     (c)  The Board of Directors, shall have the sole authority to amend the
          Plan and Trust Agreement and the Committee shall have the sole
          authority to administer the Plan.

     (d)  Any Employer participating in the Plan may terminate its participation
          in the Plan and Trust by appropriate action. In that event the funds
          held on account of the Employees of the terminating company, and
          unpaid balances of former employees of such company, shall be
          segregated to a separate trust, pursuant to certification by the
          Committee to the Trustee to do so, continuing the Plan as a separate
          plan for the employees of that company under which the board of
          directors of that company shall succeed to all of the powers and
          duties of the Board of Directors, including appointment of the members
          of the committee of that separate plan. Alternatively, upon
          certification by the Committee to the Trustees, other appropriate
          disposition of the terminating company's Plan assets shall be made.

     11.2 Amendment. The Company, by action of the Board of Directors, may amend
the Plan at any time and from time to time by adoption of a resolution at a
regularly constituted meeting of the Board of Directors or by a duly signed
written consent therefrom. No amendment of the Plan shall have the effect of
changing the rights, duties and liabilities of the Trustee without its written
consent. No amendment shall divest a Participant or Beneficiary of benefits
accrued prior to the amendment or eliminate any optional form of benefit. The
Company agrees that promptly upon adoption of any amendment to the Plan, it will
furnish a copy of the amendment together with a certificate evidencing its due
adoption, to the Trustee then acting and to any other participating companies.
No amendment necessary to comply with any applicable law, regulation, or order
of the Code or ERISA or any other provision of law shall be considered
prejudicial to the rights of any Employee, Participant or such Participant's
Beneficiaries.

11.3 Termination. The Company may terminate the Plan by action of the Board of
Directors by adoption of a resolution at a regularly constituted meeting of the

                                      11-1
<PAGE>
Board of Directors or by a duly signed written consent therefrom. Any such
voluntary termination of the Plan shall be made in compliance with all
applicable provisions of law.

     11.4 Discontinuance of Contributions. Whenever the Company determines that
it is impossible to or not advisable to make further contributions as provided
in the Plan, the Board of Directors may, without liquidating the Trust Fund,
adopt an appropriate resolution permanently discontinuing all further
contributions to the Plan. A certified copy of such resolution shall be
delivered to the Trustee. Thereafter, the Committee and the Trustee shall
continue to administer all provisions of the Plan, which are necessary and
remain in force, other than provisions relating to contributions by the Company.

     11.5 Rights Upon Termination, Partial Termination and Discontinuance of
Contributions. Notwithstanding any other provisions of this Plan, the Vested
Balance of the Employer Contribution Account of each Participant shall become
one hundred percent (100%) upon termination of the Plan, either as provided in
Section 11.3, by operation of law, upon a partial termination of the Plan or
upon a discontinuance of contributions to the Plan by the Employer.

     11.6 Deferral of Distributions. In the event of a complete or partial
termination of the Plan, the Committee or the Trustee may defer any distribution
of benefit payments to Participants and Beneficiaries with respect to which such
termination applies until after the following have occurred:

     (a)  Receipt of a final determination from the Treasury Department or any
          court of competent jurisdiction regarding the effect of such
          termination on the qualified status of the Plan under Section 401(a)
          of the Code.

     (b)  Appropriate adjustments to the Trust Fund to reflect taxes, costs and
          expenses, if any, incident to such termination.

     11.7 Merger, Consolidation or Transfer of Plan Assets. In the case of any
merger or consolidation of the Plan with any other plan, or in the case of the
transfer of assets or liabilities of the Plan to any other plan, provision shall
be made so that each Participant and Beneficiary would (if such other plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he or she would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).

                                      11-2
<PAGE>
                                   Article 12

                                  MISCELLANEOUS
                                  -------------

     12.1 Limitation of Fiduciary Responsibility and Liability. The duties of
each fiduciary named in this Plan shall be limited to those duties specifically
set forth herein. No officer, director or Employee of an Employer who is not
designated as a fiduciary shall have any discretionary authority or control
respecting the management of the Plan or any discretionary authority or control
respecting the management or disposition of the assets of the Plan. Except as
otherwise provided by law, no fiduciary shall be responsible for the performance
of duties not assigned to him or her as provided herein or for the acts or
omissions of any other fiduciary.

     12.2 Operation of Plan. The Plan shall be operated and administered in full
compliance with all applicable provisions of the Code. Such operation and
administration shall be in accordance with the terms and provisions of the Plan.
The Committee shall interpret and apply the Code to the operation and
administration of the Plan as presently stated, and as amended from time to time
hereafter, in the manner that it determines to be consistent with the terms of
the Plan and all applicable provisions of the Code and ERISA. To the extent
permitted by applicable law, the Committee shall have the authority to adopt and
issue rules and regulations necessary to conform the operation of the Plan to
the Code during the period between the effective date of any changes in the Code
and the time by which written amendment to the Plan is required thereunder. Such
rules and regulations shall be applied in a uniform and nondiscriminatory
manner, and communicated in writing to Participants. To the extent allowed by
applicable law, the Committee may also direct and cause temporary suspension of
the operation of any terms and provisions of the Plan that the Committee
determines cannot be promptly reconciled with certainty against any new
requirements of the Code or applicable law that affect the Plan.

     12.3 Nonalienation of Benefits. The account balances payable under this
Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, prior to actually being
received by the person entitled to the benefit under the terms of the Plan; and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable hereunder, shall be
void. The Trust Fund shall not in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person entitled to
benefits hereunder. The creation, assignment, or recognition of a right to any
benefit payable with respect to a Participant pursuant to a Qualified Domestic
Relations Order shall not be treated as an assignment or alienation under this
Section.

     12.4 Procedures on Receipt of a Domestic Relations Order. If the Plan
receives a domestic relations order which creates, assigns, or recognizes any
right to a benefit payable with respect to a Participant, the following
procedures shall be followed:

     (a)  The Committee shall determine whether such order is a Qualified
          Domestic Relations Order in accordance with written uniform rules that
          comply with Section 206(d)(3)(G)(ii) of ERISA;

                                      12-1
<PAGE>
     (b)  The Committee shall notify the Participant and each alternate payee
          under the order as to the receipt of the order, the procedures for
          determining whether the order is qualified and the final determination
          within a reasonable period of time, or such period as may be specified
          in applicable regulations;

     (c)  During the period of determining whether the order is qualified, the
          Committee shall separately account for any amounts that would be
          payable to the alternate payee during such period if the order had
          been determined to be a Qualified Domestic Relations Order. Such
          separate accounting is not required for amounts that would not
          otherwise be paid during the determination period.

If within the eighteen (18) month period beginning with the date on which the
first payment would be required to be made under the order, the order is
determined to be a Qualified Domestic Relations Order, the amounts specified in
the order as payable shall be paid to the alternate payee in the method
specified in such order, or if none, in the method selected by the alternate
payee, provided such method has the same effect on the Plan as a lump sum
payment of such amount. If the payment method specified in such order does not
have the effect on the Plan of a lump sum payment, then such amount shall not be
distributable until all of the necessary conditions for payment under Article 6
have been satisfied. If the order is not determined to be qualified, or the
determination is not resolved within such eighteen (18) month period, the
Committee shall pay such benefits that have been separately accounted for (plus
interest) to the Participant, or Beneficiary, if any, who would otherwise have
received such benefits if the order had not been issued.

     12.5 Numbers and Genders. All words used herein in the singular number
shall extend to and include the plural. All words used in the plural number
shall extend to and include the singular. All words used in any gender shall
extend to and include all genders.

     12.6 Headings. Headings at the beginning of Sections hereof are for
convenience of reference, shall not be considered a part of the text of the
Plan, and shall not influence its construction.

     12.7 Severability. In case any provision of the Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of this Plan which shall then be construed and enforced as if
such illegal or invalid provision had never been inserted herein.

     IN WITNESS WHEREOF, ASA International Ltd. has caused this Plan to be
executed by its duly authorized officer as of the ________ day of _____________,
2003.

                                       ASA INTERNATIONAL LTD.


                                       By:


                                      12-2
<PAGE>

                                    APPENDIX

                             PARTICIPATING EMPLOYERS

                              As of January 1, 2003





                              ASA International Ltd.


                              ASA Tire Systems, Inc.


                              Khameleon Software, Inc.


                              Pilot Services, Inc.


                              Rainmaker Software, Inc.


                              Verticent, Inc.







                                    APPENDIX