Exhibit 10.2

                            ADOPTION AGREEMENT #005
               NONSTANDARDIZED CODE ss.401(k) PROFIT SHARING PLAN

      The undersigned, CE SOFTWARE, INC. ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the FIRSTAR
BANK Defined Contribution Master Plan (basic plan docment #01) by adopting the
accompanying Plan and Trust in full as if the Employer were a signatory to that
Agreement. The Employer makes the following elections granted under the
provsions of the Master Plan.

                                   ARTICLE I
                                  DEFINITIONS

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

|X|   (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

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

      1.03 PLAN. The name of the Plan as adopted by the Employer is CE SOFTWARE,
INC. 401(k) PROFIT SHARING PLAN.

      1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Chose (a) or at least one of (b) through (g))

|_|   (a) No exclusions.

|_|   (b) Collective bargaining employees (as defined in Section 1.07 of the
      Plan). [Note: If the Employer excludes union employees from the Plan, the
      Employer must be able to provide evidence that retirement benefits were
      the subject of good faith bargaining.]

|_|   (c) Nonresident aliens who do note receive any earned income (as defined
      in Code ss.911(d)(2)) from the Employer which constitutes United States
      source income (as defined in Code ss.861(a)(3)).

|_|   (d) Commission Salesmen.

|_|   (e) Any Employee compensated on a salaried basis.

|_|   (f) Any Employee compensated on an hourly basis.

|X|   (g) (Specify) Seasonal employees.

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

|_|   (h) Not eligible to participate in the Plan.

|X|   (i) Eligible to participate in the Plan, unless excluded by reason of an
      exclusion classification elected under this Adoption Agreement Section
      1.07.


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

|X|   (j) No other related group member's Employees are eligible to participate
      in the Plan.

|_|   (k) The following nonparticipating related group member's Employees are
      eligible to participate in the Plan unless excluded by reason of an
      exclusion classification elected under this Adoption Agreement Section
      1.07:_________________________.

      1.12 COMPENSATION.

Treatment of elective contributions. (Choose (a) or (b))

|_|   (a) "Compensation" includes elective contributions made by the Employer on
      the Employee's behalf.

|X|   (b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least one of (d)
through (j))

|_|   (c) No modifications other than as elected under Options (a) or (b).

|_|   (d) The Plan excludes Compensation in excess of $_________.

|_|   (e) In lieu of the definition in Section 1.12 of the Plan, Compensation
      means any earnings reportable as W-2 wages for Federal income tax
      withholding pruposes, subject to any other election under this Adoption
      Agreement Section 1.12.

|_|   (f) The Plan excludes bonuses.

|_|   (g) The Plan excludes overtime.

|_|   (h) The Plan excludes Commissions.

|_|   (i) Compensation will not include Compensation from a related employer (as
      defined in Section 1.30 of the Plan) that has not executed a Participation
      Agreement in this Plan unless, pursuant to Adoption Agreement Section
      1.07, the Employees of that related employer are eligible to participate
      in this Plan.

|X|   (j) (Specify) Compensation includes wages, bonuses, overtime, commissions,
      severance, vacation and holiday pay only. Excludes the value of any
      employee benefits, non cash awards, relocation expense reimb. and car
      allowances.

If, for any Plan Year, the Plan uses permitted disparity in the contribution of
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

Special definition for matching contributions. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

|X|   (k) Compensation as defined in this Adoption Agreement Section 1.12.

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|_|   (l) (Specify) __________________________________.

Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

|X|   (m) No exceptions.

|_|   (n) If the Employee makes elective contributions to another plan
      maintained by the Employer, the Advisory Committee will determine the
      amount of the Employer's salary reduction contribution for the withholding
      period: (Choose (1) or (2))

      |_|   (1) After the reduction for such period of elective contributions to
            the other plan(s).

      |_|   (2) Prior to the reduction for such period of elective contributions
            to the other plan(s).

|_|   (o) (Specify) __________________________________.

      1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

|X|   (a) The 12 consecutive month period ending every September 30.

|_|   (b) (Specify) __________________________________.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

|X|   (c) The Plan Year.

|_|   (d) The 12 consecutive month period ending every ____.

      1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is _____________.

Restated Plan. The restated Effective Date is October 1, 1993.

This Plan is a substitution and amendment of an existing retirement plan(s)
originally established October 1, 1988. [Note: See the Effective Date Addendum.]

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

|X|   (a) The actual method.

|_|   (b) The equivalency method, except:

      |_|   (1) No exceptions.

      |_|   (2) The actual method applies for purposes of: (Choose at least one)

            |_|   (i) Participation under Article II.


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

      1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): Powercore. Service
with the designated predecessor employer(s) applies: (Choose at least one of (a)
or (b); (c) is available only in addition to (a) or (b))

|X|   (a) For purposes of participation under Article II.

|X|   (b) For purpose of vesting under Article V.

|_|   (c) Except the following Service: _____________________________________.

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

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

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

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

      |X|   (1) Must be a money purchase plan which would satisfy the definition
            under Section 1.31 of a safe harbor plan, irrespective of whether
            the safe harbor exception applies.

      |_|   (2) Must satisfy the features and, if a defined benefit plan, the
            method of redution described in an addendum to this Adoption
            Agreement, numbered 1.31.

                                   ARTICLE II
                             EMPLOYEE PARTICIPANTS

      2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

|_|   (a) Attainment of age ____ (specify age, not exceeding 21).

|X|   (b) Service requirement. (Choose one of (1) through (3))

      |_|   (1) One Year of Service.

      |_|   (2) __ months (not exceeding 12) following the Employee's Employment
            Commencement Date.


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      |X|   (3) One Hour of Service.

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

      (1)   The requirements of this Option (c) apply to participation in:
            (Choose at least one of (i) through (iii))

            |X|   (i) The allocation of Employer nonelective contributions and
                  Participant foreitures.

            |X|   (ii) The allocation of Employer matching contributions
                  (including forfeitures allocated as matching contributions).

            |X|   (iii) The allocation of Employer qualified nonelective
                  contributions.

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

            |X|   (i) 1 (one or two) Year(s) of Service, without an intervening
                  Break in Service (as described in Section 2.03(A) of the Plan)
                  if the requirement is two Years of Service.

            |_|   (ii) __ months (not exceeding 24) following the Employee's
                  Employment Commencement Date.

            |_|   (iii) One Hour of Service.

            |_|   (iv) Attainment of age __ (Specify age, not exceeding 21).

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or (f))

|_|   (d) Semi-annual Entry Dates. The first day of the Plan Year and the first
      day of the seventh month of the Plan Year.

|_|   (e) The first day of the Plan Year.

|X|   (f) (Specify entry dates) Elective deferrals: each day of the Plan Year;
      Profit Sharing Contribution: Oct. 1 preceding completion of elj.

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

|_|   (g) immediately following

|_|   (h) immediately preceding

|X|   (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code ss.410(a); or (2) 6
months after the date the Employee completes those requirements.]


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Dual eligibility. The eligibility conditions of this Section 2.01 apply to
(Choose (j) or (k))

|_|   (j) All Employees of the Employer, except: (Choose (1) or (2))

      |_|   (1) No exceptions.

      |_|   (2) Employees who are Participants in the Plan as of the Effective
            Date.

|X|   (k) Solely to an Employee employed by the Employer after January 31, 1994.
      If the Employee was employed by the Employer on or before the specified
      date, the Employee will become a Participant: (Choose (1), (2) or (3))

      |_|   (1) On the latest of the Effective Date, his Employment Commencement
            Date or the date he attains age __ (not to exceed 21).

      |X|   (2) Under the eligibility conditions in effect under the Plan prior
            to the restated Effective Date. If the restated Plan required more
            than one Year of Service to participate, the eligibility condition
            under this Option (2) for participation in the Code ss.401(k)
            arrangement under this Plan is one Year of Service for Plan Years
            beginning after December 31, 1988. [For restated plans only]

      |_|   (3) (Specify) ________________________________________.

      2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

|X|   (a) 1,000 Hours of Service

|_|   (b) __ Hours of Service

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

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

|_|   (c) The 12 consecutive month period beginning with each anniversary of an
      Employee's Employment Commencement Date.

|X|   (d) The Plan Year, beginning with the Plan Year which includes the first
      anniversary of the Employee's Employment Commencement Date.

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

|X|   (a) Does not apply to the Employer's Plan.

|_|   (b) Applies to the Employer's Plan.

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

|X|   (a) Does not permit an eligible Employee or a Participant to elect not to
      participate.


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

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

      (2)   An election not to participate must be effective for at least __
            Plan Year(s).

      (3)   Following a re-election to participate, the Employee or Participant:

      |_|   (i) May not again elect not to participate for any subsequent Plan
            Year.

      |_|   (ii) May again elect to participate, but not earlier than the
            _______ Plan Year following the Plan Year in which the re-election
            first was effective.

      (4)   (Specify) _____________________________ [Insert "N/A" if no other
            rules apply].

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

      3.01 AMOUNT

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

|X|   (a) Deferral contributions (Code ss.401(k) arrangement). (Choose (1) or
      (2) or both)

      |X|   (1) Salary reduction arrangement. The Employer must contribute the
            amount by which the Participants have reduced their Compensation for
            the Plan Year, pursuant to their salary reduction agreements on file
            with the Advisory Committee. A reference in the Plan to salary
            reduction contributions is a reference to these amounts.

      |_|   (2) Cash or deferred arrangement. The Employer will contribute on
            behalf of each Participant the portion of the Participant's
            proportionate share of the cash or deferred contribution which he
            has not elected to receive in cash. See Section 14.02 of the Plan.
            The Employer's cash or deferred contribution is the amount the
            Employer may from time to time deem advisable which the Employer
            designates as a cash or deferred contribution prior to making that
            contribution to the Trust.

|X|   (b) Matching contributions. The Employer will make matching contributions
      in accordance with the formula(s) elected in Part II of this Adoption
      Agreement Section 3.01.

|X|   (c) Designated qualified nonelective contributions. The Employer, in its
      sole discretion, may contribute an amount which it designates as a
      qualified nonelective contribution.

|X|   (d) Nonelective contributions. (Choose any combination of (1) through (4))

      |X|   (1) Discretionary contribution. The amount (or additional amount)
            the Employer may from time to time deem advisable.


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      |_|   (2) The amount (or additional amount) the Employ[ILLEGIBLE] may from
            time to time deem advisable, separately determined for each of the
            following classifications of Participants: (Choose (i) or (ii))

            |_|   (i) Nonhighly Compensated Employees and Highly Compensated
                  Employees.

            |_|   (ii) (Specify classifications) ______________________________.

      Under this Option (2), the Advisory Committee will allocate the amount
      contributed for each Participant classification in accordance with Part II
      of Adoption Agreement Section 3.04, as if the Participants in that
      classificiation were the only Participants in the Plan.

      |_|   (3) ____% of the Compensation of all Participants under the Plan,
            determined for the Employer's taxable year for which it makes the
            contribution. [Note: The percentage selected may not exceed 15%.]

      |_|   (4) ____% of Net Profits but not more than $______.

|_|   (e) Frozen Plan. This Plan is a frozen Plan effective ____. The Employer
      will not contribute to the Plan with respect to any period following the
      stated date.

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

|X|   (f) Need not have Net Profits to make its annual contribution under this
      Plan.

|_|   (g) Must have current or accumulated Net Profits exceeding $_____ to make
      the following contributions: (Choose at least one)

      |_|   (1) Cash or deferred contributions describedin Option (a)(2).

      |_|   (2) Matching contributions described in Option (b), except:
            _____________.

      |_|   (3) Qualified nonelective contributions described in Option (c).

      |_|   (4) Nonelective contributions described in Option (d).

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

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


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Part II. [Options (h) through [ILLEGIBLE] Matching contribution formula. [No
[ILLEGIBLE] if the Employer elected Option (b), complete Options (h), (i) and
(j).]

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

      |_|   (1) An amount equal to ___% of each Participant's eligible
            contriubtions for the Plan Year.

      |_|   (2) An amount equal to ___% of each Participant's first tier of
            eligible contributions for the Plan Year, plus the following
            matching percentage(s) for the following subsequent tiers of
            eligible contributions for the Plan _____________________________.

      |X|   (3) Discretionary formula.

            |X|   (i) An amount (or additional amount) equal to a matching
                  percentage the Employer from time to time may deem advisable
                  of the Participant's eligible contributions for the Plan Year.

            |_|   (ii) An amount (or additional amount) equal to a matching
                  percentage the Employer from time to time may deem advisable
                  of each tier of the Participant's eligible contributions for
                  the Plan Year.

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

     Number of Years of Service                   Matching Percentage
     --------------------------                   -------------------

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

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

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

            |_|   (i) Exceed _________________________________.

            |_|   (ii) Be less than ______________________________.

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

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

      |X|   (1) Salary reduction contributions.


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      |_|   (2) Cash or deferred contributions (including any part of the
            Participant's proportionate share of the cash or deferred
            contribution which the Employer defers without the Participant's
            election).

      |_|   (3) Participant mandatory contributions, as designated in Adoption
            Agreement Section 4.01. See Section 14.04 of the Plan.

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

      |_|   (1) The Advisory Committee will take into account all eligible
            contributions credited for the Plan Year.

      |X|   (2) The Advisory Committee will disregard eligible contributions
            exceeding 6% of compensation for the Plan Year.

      |_|   (3) The Advisory Committee will treat as the first tier of eligible
            contributions, an amount not exceeding: __________________________.

            The subsequent tiers of eligible contributions are: _______________.

      |_|   (4) (Specify) __________________________.

Part III. [Options (k) and (l)]. Special rules for Code ss401(k) Arrangement.
(Choose (k) or (l), or both, as applicable)

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

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

            |_|   (i) No maximum limitation other than as provided in the Plan.

            |X|   (ii) May not exceed 10% of Compensation for the Plan Year,
                  subject to the annual additions limitation described in Part 2
                  of Article III and the 402(g) limitation described in Section
                  14.07 of the Plan.

            |_|   (iii) Based on percentages of Compensation must equal at least
                  _______________________.

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

            |_|   (i) Once during any Plan Year but not later than
                  __________________________ of the Plan Year.

            |_|   (ii) As of any Plan Entry Date.

            |_|   (iii) As of the first day of any month.

            |X|   (iv) (Specify, but must be at least once per Plan Year) as of
                  the first day of any pay period.


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

            |_|   (i) No earlier than the first day of the next Plan Year.

            |X|   (ii) As of any subsequent Plan Entry Date.

            |_|   (iii) As of the first day of any month subsequent to the month
                  in which he revoked an Agreement.

            |_|   (iv) (Specify, but must be at least once per Plan Year
                  following the Plan Year of revocation) ______________________.

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

            |X|   (i) As of the beginning of each payroll period.

            |_|   (ii) As of the first day of each month.

            |_|   (iii) As of any Plan Entry Date.

            |_|   (iv) (Specify, but must permit an increase or a decrease at
                  least once per Plan Year) ______________________________.

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

      |_|   (1) All or any portion.

      |_|   (2) __________________%.

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

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

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

      |X|   (1) Regular Matching Contributions Account.

      |_|   (2) Qualified Matching Contributions Account.

      |_|   (3) Except, matching contributions under Option(s) of Adoption
            Agreement Section 3.01 are allocable to the Qualified Matching
            Contributions Account.


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|X|   (b) Special Allocation Dates for Salary Reduction Contributions. The
      Advisory Committee will allocate salary reduction contributions as of the
      Accounting Date and as of the following additional allocation dates:
      December 31, March 31, June 30.

|X|   (c) Special Allocation Dates for Matching Contributions. The Advisory
      Committee will allocate matching contributions as of the Accounting Date
      and as of the following additional allocation dates: December 31, March
      31, June 30.

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

      |_|   (1) All Participants.

      |X|   (2) Participants who are Nonhighly Compensated Employees for the
            Plan Year.

      |_|   (3) (Specify) ______________________________________________________
            _________________.

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

|X|   (e) Nonintegrated Allocation Formula. (Choose (1) or (2))

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

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

|_|   (f) Two-Tiered Integrated Allocation Formula - Maximum Disparity. First,
      the Advisory Committee will allocate the annual Employer nonelective
      contributions in the same ratio that each Participant's Compensation plus
      Excess Compensation for the Plan Year bears to the total Compensation plus
      Excess Compensation of all Participants for the Plan Year. The allocation
      under this paragraph, as a percentage of each Participant's Compensation
      plus Excess Compensation, must not exceed the applicable percentage (5.7%,
      5.4% or 4.3%) listed under the Maximum Disparity Table following Option
      (i).

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


                                     65
<PAGE>

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

      |_|   (1) No other Participant.

      |_|   (2) Any other Participant entitled to a top heavy minimum allocation
            under Section 3.04(B), but such Participant's allocation under this
            Option (g) will not exceed 3% of his Compensation for the Plan
            Year.

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

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

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

      As a second tier allocation, the Advisory Committee will allocate the
      nonelective contributions in the same ratio that each Participant's Excess
      Compensation for the Plan Year bears to the total Excess Compensation of
      all Participants for the Plan Year, but no exceeding 3% of each
      Participant's Excess Compensation.

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

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


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<PAGE>

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

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

            |_|   (i) Rounded to ___________________ (but not exceeding the
                  taxable wage base).

            |_|   (ii) But not greater than $_____.

            |_|   (iii) Without any further adjustment or limitation.

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

Maximum Disparity Table. For purposes of Options (f), (g) and (h), the
applicable percentage is:

<TABLE>
<CAPTION>
     Integration Level (as           Applicable Percentages for     Applicable Percentages
percentage of taxable wage base)      Option (f) or Option (g)          for Option (h)
--------------------------------     --------------------------     ----------------------
<S>                                                 <C>                     <C>
100%                                                5.7%                    2.7%

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

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

20% (or $10,000, if greater) or less                5.7%                    2.7%
</TABLE>

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

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

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

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


                                     67
<PAGE>

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (k) or (l))

|X|   (k) The Employer will make any necessary additional contribution to the
      Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

|_|   (l) The Employer will satisfy the top heavy minimum allocation under the
      following plan(s) it maintains: __________. However, the Employer will
      make any necessary additional contribution to satisfy the top heavy
      minimum allocation for an Employee covered only under this Plan and not
      under the other plan(s) designated in this Option (l). See Section
      3.04(B)(7)(b) of the Plan.

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

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

|X|   (m) Without regard to which contributing related group member employs the
      Participant.

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

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

|_|   (a) As an Employer nonelective contribution for the Plan Year in which the
      forfeiture occurs, as if the Participant forfeiture were an additional
      nonelective contribution for that Plan Year.

|X|   (b) To reduce the Employer matching contributions and nonelective
      contributions for the Plan Year: (Choose (1) or (2))

      |_|   (1) in which the forfeiture occurs.

      |X|   (2) immediately following the Plan Year in which the forfeiture
            occurs.

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

      |X|   (1) In the manner elected under Options (a) or (b).

      |_|   (2) First to reduce Employer matching contributions for the Plan
            Year: (Choose (i) or (ii))

            |_|   (i) in which the forfeiture occurs,


                                     68
<PAGE>

            |_|   (ii) immediately following the Plan Year in which the
                  forfeiture occurs, then as elected in Options (a) or (b).

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

|_|   (d) First to reduce the Plan's ordinary and necessary administrative
      expenses for the Plan Year and then will allocate any remaining
      forfeitures in the manner described in Options (a), (b) or (c), whichever
      applies. If the Employer elects Option (c), the forfeitures used to reduce
      Plan expenses: (Choose (1) or (2))

      |_|   (1) relate proportionately to forfeitures described in Option (c)
            and to forfeitures described in Options (a) or (b).

      |_|   (2) relate first to forfeitures described in Option __.

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

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

      |_|   (1) in which the forfeiture occurs.

      |X|   (2) immediately following the Plan Year in which the forfeiture
            occurs.

|_|   (f) As Employer discretionary matching contributions for the Plan Year in
      which forfeited, except the Advisory Committee will not allocate these
      forfeitures to the Highly Compensated Employees who incurred the
      forfeitures.

|_|   (g) In accordance with Options (a) through (d), whichever applies, except
      the Advisory Committee will not allocate these forfeitures under Option
      (a) or under Option (c)(3) to the Highly Compensated Employees who
      incurred the forfeitures.

      3.06 ACCRUAL OF BENEFIT.

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

|_|   (a) The Employee's Compensation for the entire Plan Year.

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


                                     69
<PAGE>

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

|_|   (c) Safe harbor rule. If the Participant is employed by the Employer on
      the last day of the Plan Year, the Participant must compete at least one
      Hour of Service for that Plan Year. If the Participant is not employed by
      the Employer on the last day of the Plan Year, the Participant must
      complete at least 501 Hours of Service during the Plan Year.

|X|   (d) Hours of Service condition. The Participant must complete the
      following minimum number of Hours of Service during the Plan Year: (Choose
      at least one of (1) through (5))

      |X|   (1) 1,000 Hours of Service.

      |_|   (2) (Specify, but the number of Hours of Service may not exceed
            1,000) ______________.

      |X|   (3) No Hour of Service requirement if the Participant terminates
            employment during the Plan Year on account of: (Choose (i), (ii) or
            (iii))

            |X|   (i) Death.

            |X|   (ii) Disability.

            |X|   (iii) Attainment of Normal Retirement Age in the current Plan
                  Year or in a prior Plan Year.

      |_|   (4) ____ Hours of Service (not exceeding 1,000) if the Participant
            terminates employment with the Employer during the Plan Year,
            subject to any election in Option (3).

      |X|   (5) No Hour of Service requirement for an allocation of the
            following contributions: matching contributions.

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

      |_|   (1) No exceptions.

      |X|   (2) Termination of employment because of death.

      |X|   (3) Termination of employment because of disability.

      |X|   (4) Termination of employment following attainment of Normal
            Retirement Age.

      |X|   (5) No employment condition for the following contributions:
            Matching contributions.

|_|   (f) (Specify other conditions, if applicable): __________________________
      ____________________________.


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<PAGE>

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

|X|   (g) Applies to the Employer's Plan.

|_|   (h) Does not apply to the Employer's Plan.

|_|   (i) Applies in modified form to the Employer's Plan, as described in an
      addendum to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching contributions. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (i), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s): (Choose (i) or at least one of (k) or
(l))

|X|   (j) No additional conditions.

|_|   (k) The Participant is not a Highly Compensated Employee for the Plan
      Year. This Option (k) applies to: (Choose (1) or (2))

      |_|   (1) All matching contributions.

      |_|   (2) Matching contributions described in Option(s) ________ of
            Adoption Agreement Section 3.01.

|_|   (l) (Specify)____________________________________________________________
      ___________.

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

|_|   (a) The product of:

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

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

|X|   (b) The total Excess Amount.

|_|   (c) None of the Excess Amount.

      3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

|X|   (a) Does not apply to the Employer's Plan because the Employer does not
      maintain and never has maintained a defined benefit plan covering any
      Participant in this Plan.


                                     71
<PAGE>

|_|   (b) Applies to the Employer's Plan. To the extent necessary to satisfy the
      limitation under Section 3.18, the Employer will reduce: (Choose (1) or
      (2))

      |_|   (1) The Participant's projected annual benefit under the defined
            benefit plan under which the Participant participates.

      |_|   (2) Its contribution or allocation on behalf of the Participant to
            the defined contribution plan under which the Participant
            participates and then, if necessary, the Participant's projected
            annual benefit under the defined benefit plan under which the
            Participant participates.

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

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

|_|   (c) No modifications.

|_|   (d) For Non-Key Employees participating only in this Plan, the top heavy
      minimum allocation is the minimum allocation described in Section 3.04(B)
      determined by substituting __% (not less than 4%) for "3%," except:
      (Choose (i) or (ii))

      |_|   (i) No exceptions.

      |_|   (ii) Plan Years in which the top heavy ratio exceeds 90%.

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

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

            |_|   (i) No exceptions.

            |_|   (ii) Substituting "7 1/2%" for "5%" if the top heavy ratio
                  does not exceed 90%.

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

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

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


                                     72
<PAGE>

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

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

|X|   (a) Does not permit Participant nondeductible contributions.

|_|   (b) Permits Participant nondeductible contributions, pursuant to Section
      14.04 of the Plan.

|_|   (c) The following portion of the Participant's nondeductible contributions
      for the Plan Year are mandatory contributions under Option (i)(3) of
      Adoption Agreement Section 3.01: (Choose (1) or (2))

      |_|   (1) The amount which is not less than: _____________________________
            _________.

      |_|   (2) The amount which is not greater than: __________________________
            ____________.

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

|_|   (d) No other allocation dates.

|_|   (e) (Specify) _______________________________.

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

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

|_|   (a) No distribution options prior to Separation from Service.

|_|   (b) The same distribution options applicable to the Deferral Contributions
      Account prior to the Participant's Separation from Service, as elected in
      Adoption Agreement Section 6.03.

|_|   (c) Until he retires, the Participant has a continuing election to receive
      all or any portion of his Mandatory Contributions Account if: (Choose (1)
      or at least one of (2) through (4))

      |_|   (1) No conditions.

      |_|   (2) The mandatory contributions have accumulated for at least __
            Plan Years since the Plan Year for which contributed.

      |_|   (3) The Participant suspends making nondeductible contributions for
            a period of _ months.

      |_|   (4) (Specify) __________________________________.


                                     73
<PAGE>

      |_|   (d) (Specify) __________________________________.

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

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

|X|   (a) 65 [State age, but may not exceed age 65].

|_|   (b) The later of the date the Participant attains ____ years of age or the
      ____ anniversary of the first day of the Plan Year in which the
      Participant commenced participation in the Plan. [The age selected may not
      exceed age 65 and the anniversary selected may not exceed the 5th.]

      5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

|_|   (a) Does not apply.

|X|   (b) Applies to death.

|X|   (c) Applies to disability.

      5.03 VESTING SCHEDULE.

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

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

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


                                     74
<PAGE>

|X|   (b) Graduated Vesting Schedules.

           Top Heavy Schedule                       Non Top Heavy Schedule
              (Mandatory)                                (Optional)

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

 Less than 1                      0%        Less than 1                       %
      1                          33%             1                            %
      2                          67%             2                            %
      3                         100%             3                            %
      4                         100%             4                            %
      5                         100%             5                            %
      6 or more                 100%             6                            %
                                                 7 or more                 100%

|_|   (c) Special vesting election for Regular Matching Contributions Account.
      In lieu of the election under Options (a) or (b), the Employer elects the
      following vesting schedule for a Participant's Regular Matching
      Contributions Account: (Choose (1) or (2))

      |_|   (1) 100% Nonforfeitable at all times.

      |_|   (2) In accordance with the vesting schedule described in the
            addendum to this Adoption Agreement, numbered 5.03(c). [Note: If the
            Employer elects this Option (c)(2), the addendum must designate the
            applicable vesting schedule(s) using the same format as used in
            Option (b).]

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

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

      |_|   (1) Only in a Plan Year for which the Plan is top heavy.

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

Minimum vesting. (Choose (e) or (f))

|X|   (e) The Plan does not apply a minimum vesting rule.

|_|   (f) A Participant's Nonforfeitable Accrued Benefit will never be less than
      the lesser of $____ or his entire Accrued Benefit, even if the application
      of a graduated vesting schedule under Options (b) or (c) would result in a
      smaller Nonforfeitable Accrued Benefit.

Life Insurance Investments. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

|X|   (g) Subject to the vesting election under Options (a), (b) or (c).


                                     75
<PAGE>

|_|   (h) 100% Nonforfeitable at all times, irrespective of the vesting election
      under Options (b) or (c)(2).

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

|_|   (a) Does not apply.

|X|   (b) Will apply to determine the timing of forfeitures for 0% vested
      Participants. A Participant is not a 0% vested Participant if he has a
      Deferral Contributions Account.

      5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

|X|   (a) Plan Years.

|_|   (b) Employment Years. An Employment Year is the 12 consecutive month
      period measured from the Employee's Employment Commencement Date and each
      successive 12 consecutive month period measured from each anniversary of
      that Employment Commencement Date.

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

|X|   (c) 1,000 Hours of Service.

|_|   (d) ___ Hours of Service. [Note: The Hours of Service requirement may not
      exceed 1,000.]

      5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

|X|   (a) None other than as specified in Section 5.08(a) of the Plan.

|_|   (b) Any Year of Service before the Participant attained the age of ___.
      [Note: The age selected may not exceed age 18.]

|_|   (c) Any Year of Service during the period the Employer did not maintain
      this Plan or a predecessor plan.

|_|   (d) Any Year of Service before a Break in Service if the number of
      consecutive Breaks in Service equals or exceeds the greater of 5 or the
      aggregate number of the Years of Service prior to the Break. This
      exception applies only if the Participant is 0% vested in his Accrued
      Benefit derived from Employer contributions at the time he has a Break in
      Service. Furthermore, the aggregate number of Years of Service before a
      Break in Service do not include any Years of Service not required to be
      taken into account under this exception by reason of any prior Break in
      Service.

|_|   (e) Any Year of Service earned prior to the effective date of ERISA if the
      Plan would have disregarded that Year of Service on account of an
      Employee's Separation from Service under a Plan provision in effect and
      adopted before January 1, 1974.


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<PAGE>

                                   ARTICLE VI
                    TIME AND METHOD OF PAYMENTS OF BENEFITS

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

      6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means any day of the plan
year. [Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))

|_|   (a) ______________________________________________________________________
      of the ___________ Plan Year beginning after the Participant's Separation
      from Service.

|X|   (b) The first distribution date following the Participant's Separation
      from Service.

|_|   (c) ______________________________________________________________________
      of the Plan Year after the Participant incurs ___ Break(s) in Service (as
      defined in Article V).

|_|   (d) ____________________________ following the Participant's attainment of
      Normal Retirement Age, but not earlier than ____________ days following
      his Separation from Service.

|_|   (e) (Specify) ____________________________________________________________
      ____________.

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

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

|_|   (f) ______________________________________________________________________
      after the Participant terminates employment because of disability.

|X|   (g) The same as if the Participant had terminated employment without
      disability.

|_|   (h) (Specify) ____________________________________________________________
      _____________.

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

|X|   (i) The Plan does not permit a hardship distribution to a Participant who
      has separated from Service.


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<PAGE>

|_|   (j) The Plan permits hardship distribution to a Participant who has
      separated from Service in accordance with the hardship distribution policy
      stated in: (Choose (1), (2) or (3))

      |_|   (1) Section 6.01(A)(4) of the Plan.

      |_|   (2) Section 14.11 of the Plan.

      |_|   (3) The addendum to this Adoption Agreement, numbered Section 6.01.

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

|X|   (k) Treats the default as a distributable event. the Trustee, at the time
      of the default, will reduce the Participant's Nonforfeitable Accrued
      Benefit by the lesser of the amount in default (plus accrued interest) or
      the Plan's security interest in that Nonforfeitable Accrued Benefit. To
      the extent the loan is attributable to the Participant's Deferral
      Contributions Account, Qualified Matching Contributions Account or
      Qualified Nonelective Contributions Account, the Trustee will not reduce
      the Participant's Nonforfeitable Accrued Benefit unless the Participant
      has separated from Service or unless the Participant has attained age
      59 1/2.

|_|   (l) Does not treat the default as a distributable event. When an otherwise
      distributable event first occurs pursuant to Section 6.01 or Section 6.03
      of the Plan, the Trustee will reduce the Participant's Nonforfeitable
      Accrued Benefit by the lesser of the amount in default (plus accrued
      interest) or the Plan's security interest in the Nonforfeitable Accrued
      Benefit.

|_|   (m) (Specify) ____________________________________________________________
      ______________.

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

|X|   (a) No modifications.

|_|   (b) Except as required under Section 6.01 of the Plan, a lump sum
      distribution is not available: ___________________________________________
      __________________________________________________________________________

|_|   (c) An installment distribution: (Choose (1) or at least one of (2) or
      (3))

      |_|   (1) Is not available under the Plan.

      |_|   (2) May not exceed the lesser of _____ years or the maximum period
            permitted under Section 6.02.

      |_|   (3) (Specify) ______________________________________________________
            _____________.

|_|   (d) The Plan permits the following annuity options: ______________________
      _________________________________________________________.

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


                                     78
<PAGE>

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

      6.03 BENEFIT PAYMENT ELECTIONS.

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

|_|   (a) As of any distribution date, but not earlier than ____________________
      of the _______ Plan Year beginning after the Participant's Separation from
      Service.

|X|   (b) As of the following date(s): (Choose at least one of the Options (1)
      through (6))

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

      |X|   (2) Any distribution date following his Separation from Service with
            the Employer.

      |_|   (3) Any distribution date in the __________ Plan Year(s) beginning
            after his Separation from Service.

      |_|   (4) Any distribution date in the Plan Year after the Participant
            incurs ________ Break(s) in Service (as defined in Article V).

      |_|   (5) Any distribution date following attainment of age _______ and
            completion of at least __ Years of Service (as defined in Article
            V).

      |_|   (6) (Specify) ______________________________________________________
            _______________.

|_|   (c) (Specify) ____________________________________________________________
      __________________________________________________________________________
      ______________.

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

Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

|X|   (d) No distribution options prior to Separation from Service.

|_|   (e) Attainment of Specified Age. Until he retires, the Participant has a
      continuing election to receive all or any portion of his Nonforfeitable
      interest in these Accounts after he attains: (Choose (1) or (2))

      |_|   (1) Normal Retirement Age.


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<PAGE>

      |_|   (2) _____ years of age and is at least ______% vested in these
            Accounts. [Note: If the percentage is less than 100%, see the
            special vesting formula in Section 5.03.]

|_|   (f) After a Participant has participated in the Plan for a period of not
      less than ____ years and he is 100% vested in these Accounts, until he
      retires, the Participant has a continuing election to receive all or any
      portion of the Accounts. [Note: The number in the blank space may not be
      less than 5.]

|_|   (g) Hardship. A Participant may elect a hardship distribution prior to his
      Separation from Service in accordance with the hardship distribution
      policy: (Choose (1), (2) or (3); (4) is available only as an additional
      option)

      |_|   (1) Under Section 6.01(A)(4) of the Plan.

      |_|   (2) Under Section 14.11 of the Plan.

      |_|   (3) Provided in the addendum to this Adoption Agreement, numbered
            Section 6.03.

      |_|   (4) In no event may a Participant receive a hardship distribution
            before he is at least ____% vested in these Accounts. [Note: If the
            percentage in the blank is less than 100%, see the special vesting
            formula in Section 5.03.]

|_|   (h) (Specify) ____________________________________________________________
      _______________.

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

Participant Elections Prior to Separation from Service - Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l))

|X|   (i) No distribution options prior to Separation from Service.

|_|   (j) Until he retires, the Participant has a continuing election to receive
      all or any portion of these Accounts after he attains: (Choose (1) or (2))

      |_|   (1) The later of Normal Retirement Age or age 59 1/2.

      |_|   (2) Age ___ (at least 59 1/2).

|_|   (k) Hardship. A Participant, prior to this Separation from Service, may
      elect a hardship distribution from his Deferral Contributions Account in
      accordance with the hardship distribution policy under Section 14.11 of
      the Plan.

|_|   (l) (Specify) ____________________________________________________________
      ______________. [Note: Option (l) may not permit in service distributions
      prior to age 59 1/2 (other than hardship) and may not modify the hardship
      policy described in Section 14.11.]


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<PAGE>

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

|X|   (m) Only as described in this Adoption Agreement Section 6.03 for
      distributions prior to Separation from Service.

|_|   (n) As if he has a Separation from Service. After March 31, 1988, a
      distribution authorized solely by reason of this Option (n) must
      constitute a lump sum distribution, determined in a manner consistent with
      Code ss401(k)(10) and the applicable Treasury regulations.

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

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

|_|   (b) Apply to all Participants.

                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

      9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

|X|   (a) 0% per annum. [Note: The percentage may equal 0%.]

|_|   (b) The 90 day Treasury bill rate in effect at the beginning of the
      current valuation period.

|_|   (c) (Specify) ________________________________________.

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

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

      |X|   (1) Apply Section 9.11 without modification.

      |_|   (2) Use the segregated account approach described in Section 14.12.

      |_|   (3) Use the weighted average method described in Section 14.12,
            based on a ___________ weighing period.

      |_|   (4) Treat as part of the relevant Account at the beginning of the
            valuation period ____% of the salary reduction contributions:
            (Choose (i) or (ii))

            |_|   (i) made during that period.


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<PAGE>

            |_|   (ii) made by the following specified time: ___________________
                  __________.

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

|X|   (b) For matching contributions, the Advisory Committee will: (Choose (1),
      (2) (3) or (4))

      |X|   (1) Apply Section 9.11 without modification.

      |_|   (2) Use the weighted average method described in Section 14.12,
            based on a ____________ weighting period.

      |_|   (3) Treat as part of the relevant Account at the beginning of the
            valuation period ___% of the matching contributions allocated during
            the valuation period.

      |_|   (4) Apply the allocation method described in the addendum to this
            Adoption Agreement numbered 9.11(b).

|_|   (c) For Participant nondeductible contributions, the Advisory committee
      will: (Choose (1), (2), (3), (4) or (5))

      |_|   (1) Apply Section 9.11 without modification.

      |_|   (2) Use the segregated account approach described in Section 14.12.

      |_|   (3) Use the weighted average method described in Section 14.12,
            based on a __________ weighting period.

      |_|   (4) Treat as part of the relevant Account at the beginning of the
            valuation period ____% of the Participant nondeductible
            contributions: (Choose (i) or (ii))

            |_|   (i) made during that valuation period.

            |_|   (ii) made by the following specified time: __________________.

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

                                   ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

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

|X|   (a) May not exceed 10% of Plan assets.

|_|   (b) May not exceed ___% of Plan assets. [Note: The percentage may not
      exceed 100%.]


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<PAGE>

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

|_|   (a) No other mandatory valuation dates.

|X|   (b) (Specify) Every day of the plan year                                 .


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<PAGE>

                                 Execution Page

      The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this _____________________ day of
________________, 19__.

Name and EIN of Employer: CE SOFTWARE, INC. 42-1298712

Signed: ____________________________________________________

Name(s) of Trustee: _______________________________________

Signed: ____________________________________________________

        ____________________________________________________

Name of Custodian: ________________________________________

Signed: ____________________________________________________

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

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

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoptions Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, The Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: P.O. BOX 906, WALNUT AT SIXTH DES MOINES, IA 50309
515-245-6136.

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


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<PAGE>

                            PARTICIPATION AGREEMENT
         For Participation by Related Group Members (Plan Section 1.30)

      The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CE SOFTWARE, INC., the Signatory Employer to the Execution Page
of the Adoption Agreement.

      1. The Effective Date of the undersigned Employer's participation in the
      designated Plan is: January 1, 1996.

      2. The undersigned Employer's adoption of this Plan constitutes:

|X|   (a) The adoption of a new plan by the Participating Employer.

|_|   (b) The adoption of an amendment and restatment of a plan currently
      maintained by the Employer, identified as ____________________________,
      and having an original effective date of ___________________.

      Dated this _____________ day of _______, 19__.

                                        Name of Participating Employer:
                                                      CE Software Holdings, Inc.


                                        Signed: /s/ Daniel E. McCann
                                                --------------------------------

                                        Participating Employer's EIN: 41-1614808

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

                                        Name of Signatory Employer:
                                                               CE SOFTWARE, INC.

Accepted: 1-1-96
         --------
          [Date]                        Signed: /s/ Daniel E. McCann
                                                --------------------------------

                                        Name(s) of Trustee:
                                                         Firstar Bank Iowa, N.A.

Accepted: 1-1-96
         --------
          [Date]                        Signed: /s/ [Illegible]
                                                --------------------------------

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


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