<PAGE>
                                                                   Exhibit 10.16

                            Summary Plan Description

                                  Prepared for

                            COLLEGIATE PACIFIC, INC.

<PAGE>

INTRODUCTION

Effective 04/15/2005, COLLEGIATE PACIFIC, INC. has adopted the COLLEGIATE
PACIFIC 401(k) PLAN designed to help you meet your financial needs during your
retirement years. The plan sequence number, which identifies the number of
qualified plans COLLEGIATE PACIFIC, INC. currently maintains or has previously
maintained, is 001.

To become a Participant in the Plan, you must meet the Plan's eligibility
requirements. Once you become a Participant, COLLEGIATE PACIFIC, INC. will
maintain an Individual Account for you. Each Plan Year, your account will be
adjusted to reflect contributions, gains, losses, etc. The percentage of your
account to which you will be entitled when you terminate employment depends on
the Plan's vesting schedule. These features are explained further in the
following pages.

The actual Plan is a complex legal document that has been written in the manner
required by the Internal Revenue Service (IRS) and is referred to as the Basic
Plan Document. This document is called a Summary Plan Description (SPD) and
explains and summarizes the important features of the Basic Plan Document.
COLLEGIATE PACIFIC, INC. may make contributions to this Plan. In addition, you
may be able to elect to reduce your annual taxable income by deferring a portion
of your Compensation into the Plan as Elective Deferrals. You should consult the
Basic Plan Document for technical and detailed Plan provisions. The Basic Plan
Document, and not this SPD, controls the legal operation of the Plan.

If at any time you have specific questions about the Plan as it applies to you,
please bring them to the attention of the Plan Administrator whose address and
telephone number appears in Section One of this SPD. You may also examine the
Basic Plan Document itself at a reasonable time by making arrangements with the
Plan Administrator.


                                     Page 1

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CONTENTS OF THE SUMMARY PLAN DESCRIPTION

<TABLE>
<S>             <C>
SECTION ONE     DEFINITIONS

SECTION TWO     ELIGIBILITY AND PARTICIPATION
                Eligible Classes of Employees
                Age and Service Requirements
                How Hours of Service Are Counted
                When You May Participate in the Plan

SECTION THREE   PLAN FUNDING AND ADMINISTRATION
                Plan Contribution Sources, Allocations and Limitations
                Compensation
                Plan Administration and Management
                Self Direction of Investments

SECTION FOUR    DISTRIBUTION OF BENEFITS AND VESTING
                Benefit Eligibility
                Distribution of Benefits
                Determining Your Vested Amount
                Restrictions or Penalties on Distributions
                Payouts to Your Beneficiaries

SECTION FIVE    CLAIMS PROCEDURE
                What to do to Receive Benefits
                How to File a Claim

SECTION SIX     MISCELLANEOUS
                Borrowing From the Plan
                Plan Termination
                Break in Service Situations

SECTION SEVEN   RIGHTS UNDER ERISA
                The Rights and Protections to which a Plan Participant is
                Entitled Under the Employee Retirement Income Security Act
</TABLE>


                                     Page 2

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SECTION ONE: DEFINITIONS

The following definitions are used in the text of this SPD. These words and
phrases are capitalized throughout the SPD for ease of reference.

COMPENSATION - means the earnings paid to you by COLLEGIATE PACIFIC, INC. that
are taken into account for purposes of the Plan.

EMPLOYEE - means any person employed by COLLEGIATE PACIFIC, INC.

ELECTIVE DEFERRALS - means the dollars you put into the Plan through before-tax
payroll deductions.

EMPLOYER - means COLLEGIATE PACIFIC, INC., the sole proprietorship, partnership,
corporation, or other entity maintaining this Plan.

INDIVIDUAL ACCOUNT - means the contribution account established and maintained
for you which is made up of all contributions made by you or on your behalf.

MATCHING CONTRIBUTION - means a contribution made by COLLEGIATE PACIFIC, INC. to
the 401(k) Plan on your behalf based upon your Elective Deferrals and/or
your Nondeductible Employee Contributions.

PARTICIPANT - means an Employee who has met the eligibility requirements, has
entered the Plan, and has become eligible to make or receive a contribution to
his or her Individual Account.

SALARY REDUCTION AGREEMENT - means the agreement you sign to authorize
COLLEGIATE PACIFIC, INC. to deduct your Elective Deferrals from your
Compensation and put them into the 401(k) Plan.

PLAN - means the specific retirement plan COLLEGIATE PACIFIC, INC. has set up.
The Plan is governed by a legal document containing various technical and
detailed provisions. The Plan Administrator has a copy of the Plan document.

PLAN ADMINISTRATOR - The Plan Administrator is responsible for directly
administering the Plan. COLLEGIATE PACIFIC, INC. is the Plan Administrator of
this Plan and is therefore responsible for the day-to-day administration and
management of the Plan. To ensure efficient and sound operation and management
of the Plan, COLLEGIATE PACIFIC, INC. has the discretionary authority to appoint
other persons as may be necessary to act on its behalf or assist in performing
these responsibilities. The address and phone number of COLLEGIATE PACIFIC, INC.
is listed below.

COLLEGIATE PACIFIC, INC.
13950 SENLAC DRIVE, SUITE 100
DALLAS, TX 75234
972-243-8100

PLAN YEAR - means the calendar year.

PROFIT SHARING CONTRIBUTION - means the amount contributed to the Plan on your
behalf by COLLEGIATE PACIFIC, INC.


                                     Page 3

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SECTION TWO: ELIGIBILITY AND PARTICIPATION

ELIGIBLE CLASSES OF EMPLOYEES

You will generally be allowed to become a Participant in the Plan after having
satisfied the age and service requirements and entered the Plan.

AGE AND SERVICE REQUIREMENTS

ELECTIVE DEFERRALS

You will become eligible to enter the Plan and begin making Elective Deferrals
after you have completed 0.25 year of service for COLLEGIATE PACIFIC, INC.. You
need not attain a minimum age to become eligible to participate.

MATCHING CONTRIBUTIONS

You will become eligible to enter the Plan and receive Matching Contributions
after you have performed 0.25 year(s) of service for COLLEGIATE PACIFIC, INC..
You need not attain a minimum age to become eligible to participate.

PROFIT SHARING CONTRIBUTIONS

You will become eligible to enter the Plan and receive Profit Sharing
Contributions after you have completed 0.25 year(s) of service for COLLEGIATE
PACIFIC, INC.. You need not attain a minimum age to become eligible to
participate.

The age and service requirements, however, do not apply if you are employed by
COLLEGIATE PACIFIC, INC. on the effective date of this Plan.

HOW HOURS OF SERVICE ARE COUNTED

Your hours of service are generally counted on the basis of the actual number of
hours you work or for which you are entitled to Compensation.

WHEN YOU MAY PARTICIPATE IN THE PLAN

After you have met the eligibility requirements, you will become a Participant
in the Plan on the applicable entry date(s). COLLEGIATE PACIFIC, INC. has
designated THE FIRST DAY OF EACH MONTH OF THE PLAN YEAR as the entry date(s) for
this Plan.

You will continue to participate in the Plan as long as you do not incur a break
in service. A break in service is a period of at least 12 consecutive months
during which you do not perform services for COLLEGIATE PACIFIC, INC. However,
no break in service will occur if the reason you did not work was because of
certain absences due to birth, pregnancy or adoption of children, military
service or other service during a national emergency during which your
re-employment under a federal or state law is protected and you do, in fact,
return to work within the time required by law.

SECTION THREE: PLAN FUNDING AND ADMINISTRATION

PLAN CONTRIBUTION SOURCES, ALLOCATIONS AND LIMITATIONS

Elective Deferrals

You may make before-tax contributions to the Plan through payroll deduction.
Such contributions are called Elective Deferrals.


                                     Page 4

<PAGE>

To begin making Elective Deferrals, you must complete and sign a Salary
Reduction Agreement. Once you become eligible to participate in the Plan,
COLLEGIATE PACIFIC, INC. will provide you with such form.

For example, assume your compensation is $15,000. You wish to make an Employee
401(k) Contribution to the Plan and sign a Salary Reduction Agreement
authorizing an Employee 401(k) Contribution of 5% of your Compensation. As a
result, COLLEGIATE PACIFIC, INC. will pay you $14,250 as gross taxable income
and will deposit your 5% Employee 401(k) Contribution (i.e., $750) into the
Plan for you.

Limits on Elective Deferrals

Federal tax laws and plan documents govern the amount of Elective Deferrals that
you may make Specifically, federal law places two annual limits on the amount
you may defer into a 401(k) plan - an individual limit and an average limit.

Individual Limit

Federal tax law limits the amount you can put into the Plan during each of your
tax years (generally, a calendar year) to $14,000. This amount is indexed
periodically for changes in the cost-of-living index. This limit applies to all
Elective Deferrals you make during your tax year to any deferral plans
maintained by your present or former employers.

If you defer more than you are allowed, you must submit in writing for the
return of the excess to COLLEGIATE PACIFIC, INC. no later than March 1.

The excess amount and any earnings you may have received on the excess must be
taken out of the Plan by April 15 of the year following the year the money went
into the Plan. The excess amounts will be reported on Form 1099-R and will be
taxable income for the year in which you put the excess into the Plan. Earnings
on the excess amount will be taxable in the year distributed.

Average Limits

Tax law defines a group of an employer's employees known as highly compensated
employees. Highly compensated employees making Elective Deferrals are limited in
the percent of their compensation that they defer based on the average percent
of compensation deferred by the non-highly compensated group of employees during
either the current or prior Plan Year. If these limits apply to you, COLLEGIATE
PACIFIC, INC. will give you additional information about them.

Plan Specific Limitations

Upon completion of a Salary Reduction Agreement, your compensation will be
reduced each pay period by the percent you specify. COLLEGIATE PACIFIC, INC.
permits you to defer a percentage of your Compensation from 1% to 80% in
increments of 1% each Plan Year.

To change the amount of your Elective Deferrals, you must complete and sign a
revised Salary Reduction Agreement and return it to COLLEGIATE PACIFIC, INC. at
least 30 days before the change will take effect or a lesser number of days if
COLLEGIATE PACIFIC, INC. permits, You may change your Salary Reduction Agreement
as of the first day of the Plan Year and the first day of the seventh month of
the Plan Year, and any additional dates determined by COLLEGIATE PACIFIC, INC.

To discontinue making Elective Deferrals, you must complete and sign a revised
Salary Reduction Agreement and return it to COLLEGIATE PACIFIC, INC. at least 30
days before the change will take effect or a lesser number of days if COLLEGIATE
PACIFIC, INC. permits.

If you stop making deferrals, you must wait until the first day of the Plan Year
or the first day of the seventh month before you may begin making Elective
Deferrals again. COLLEGIATE PACIFIC, INC. may establish uniform and
nondiscriminatory rules that would allow you to resume making Elective Deferrals
sooner.


                                     Page 5

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Matching Contributions

Individual Limits

Matching Contributions are Employer Contributions that are contributed to the
Plan based on your Elective Deferrals. Effective the next payroll period
coincident with or following the execution date of the Adoption Agreement (or
the date you begin participating in the Plan, if later), COLLEGIATE PACIFIC,
INC. may make Matching Contributions to the Plan equal to a percentage of your
Elective Deferrals which COLLEGIATE PACIFIC, INC. will determine each year.

In addition, you must perform at least 1000 hours of service during the Plan
Year to receive a contribution. The hour of service requirement will be waived,
however, if you

     -    die

     -    separate from service after becoming disabled

     -    separate from service after attaining normal retirement age

Finally, in order to be eligible to receive Matching Contributions, you must be
employed on the last day of the Plan Year. The last day requirement will be
waived, however, if you

     -    die

     -    separate from service after becoming disabled

     -    separate from service after attaining normal retirement age

Tax law defines a group of an employer's employees known as highly compensated
employees. Highly compensated employees receiving Matching Contributions are
limited in the amount of Matching Contributions which they may receive based on
the average Matching Contribution (as a percent of compensation) received by the
non-highly compensated group of employees during either the current or prior
Plan Year. If these limits apply to you, COLLEGIATE PACIFIC, INC. can give you
additional information about them.

Profit Sharing Contributions

Each year, the managing body of COLLEGIATE PACIFIC, INC. will determine the
amount, if any, which it will contribute to the Plan.

In addition, you must perform at least 1000 hours of service during the Plan
Year to receive a contribution. The hours of service requirement will be waived,
however, if you

     -    die

     -    separate from service after becoming disabled

     -    separate from service after attaining normal retirement age

Finally, in order to be eligible to receive a Profit Sharing Contribution, you
must be employed on the last day of the Plan Year, The last day requirement will
be waived, however, if you

     -    die

     -    separate from service after becoming disabled

     -    separate from service after attaining normal retirement age

If you satisfy the requirements and are entitled to a Profit Sharing
Contribution, the Profit Sharing Contribution you are entitled to will consist
of two parts, a base contribution and an excess contribution. The base
contribution will be a percentage of your Compensation up to the Taxable Wage
Base. The excess contribution will be a percentage of your Compensation above
the Taxable Wage Base.

Qualified Nonelective Contributions (QNECs) and Qualified Matching Contributions
(QMACs)

QNECs and QMACs may be made by COLLEGIATE PACIFIC, INC. to satisfy special
nondiscrimination rules that apply to the Plan. These contributions are fully
vested when made and are subject to the same restrictions on withdrawals
applicable to Elective Deferrals.


                                     Page 6

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Rollover Contributions

COLLEGIATE PACIFIC, INC. allows you to make rollover contributions, regardless
of whether you have become a Participant in the Plan. You are 100% vested in
your rollover contributions at all times. However, you may not withdraw them
until you incur a distribution triggering event under the Plan.

Annual Additions Limitation

In spite of the contribution/allocation formulas described earlier, federal law
limits the annual amount that may be allocated to your account to the lesser of
$42,000 (for 2005) or 100% of your Compensation. The $42,000 limit is adjusted
periodically for changes in the cost-of-living index.

COMPENSATION

The definition of compensation for plan purposes may vary for many reasons. For
example, federal tax law may require use of one definition of compensation for
nondiscrimination testing and another definition for contribution allocation
purposes. In addition, federal tax law permits employers such as COLLEGIATE
PACIFIC, INC. to choose the definition of compensation that will be used for
other purposes. Regardless of the various definitions of compensation which may
be required or allowed, in the event your Compensation exceeds $210,000 per year
(for plan years that begin in 2005), only the first $210,000 will be counted as
Compensation under the Plan. This $210,000 cap is adjusted periodically for
changes in the cost-of-living index.

Also, if you satisfy the eligibility requirements and enter the Plan on a date
other than the first day of the year over which your Compensation is to be
determined, the Compensation earned during the year, but prior to your entry
into the Plan, will be excluded.

COLLEGIATE PACIFIC, INC. has elected to use your Plan Year W-2 compensation for
purposes of this Plan. Your Compensation, however, will be adjusted as described
below.

Elective deferrals you make to a COLLEGIATE PACIFIC, INC. cafeteria, 401(k),
salary deferral SEP, tax sheltered annuity plan, or qualified transportation
fringe benefits you receive will be included in your Compensation.

PLAN ADMINISTRATION AND MANAGEMENT

All contributions made to the Plan on your behalf will be placed in a trust fund
established to hold dollars for the benefit of all Participants. COLLEGIATE
PACIFIC, INC. will establish and maintain an Individual Account for you and all
Participants. Your Individual Account will be used to track your share in the
total trust fund.

SELF DIRECTION OF INVESTMENTS

This Plan allows you to direct the investment of the assets in your Individual
Account. COLLEGIATE PACIFIC, INC. will establish uniform and nondiscriminatory
policies describing how and when you may provide investment directions.

ERISA SECTION404(c) PLAN

Your Employer intends that the retirement Plan you participate in satisfies the
requirements of Sec. 404(c) of the Employee Retirement Income Security Act
(ERISA) and Title 29, Code of Federal Regulations, Sec. 2550.404c-1. This means
that your Employer is providing you with a variety of investment options, which
allows you to choose those investments that meet your retirement savings needs.
As a result, your Employer, and other people in charge of the Plan, will not be
responsible for the performance of the investments that you select.


                                     Page 7

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ADDITIONAL INFORMATION

You may request the following additional investment information from your
Employer:

1.   a description of the annual operating expenses of each investment
     alternative which reduces your rate of return and the overall amount of
     such expenses shown as a percentage of average net assets of the investment
     alternative;

2.   copies of any prospectuses, financial statements and reports, and any other
     materials relating to the investment alternatives available under the Plan
     if such information is provided to the Plan;

3.   a list of the actual investments held in each investment alternative and
     the value of each of these individual investments (or the proportion of the
     investment alternative which it comprises);

4.   with respect to each individual investment which has a fixed rate of
     interest and is issued by a bank, savings and loan association, or
     insurance company, the name of the issuer of the investment and its term
     and rate of return;

5.   information concerning the value of shares or units in investment
     alternatives available to you under the Plan, as well as the past and
     current investment performance of the investment alternatives;

6.   information concerning the value of shares or units in investment
     alternatives in which you have invested your retirement plan dollars.

SECTION FOUR: DISTRIBUTION OF BENEFITS AND VESTING

BENEFIT ELIGIBILITY

Certain events must occur before you may withdraw money from the Plan. In
general, benefits may be withdrawn upon termination of employment after
attaining normal retirement age or upon Plan termination.

Normal retirement age under this Plan is age 65.

You may withdraw all or a portion of your vested Individual Account if you

     -    terminate employment before attaining normal retirement age

     -    become disabled

     -    attain normal retirement age but continue to work

In addition, you may withdraw your Elective Deferrals on account of financial
hardship or if you attain age 59 1/2 but continue to work.

Generally, the only financial needs that are considered to meet the financial
hardship requirements are the following items: deductible medical expenses for
you or your immediate family, purchase of your principal residence, payment of
tuition and related educational expenses for the next 12 months of
post-secondary education for you or your immediate family, or to prevent
eviction from your home or foreclosure upon your principal residence. Check with
your Plan Administrator to determine if any other financial needs meet the
financial hardship requirements under your Plan.


                                     Page 8

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A hardship distribution cannot exceed the amount of your immediate and heavy
financial need and you must have obtained all distributions and all nontaxable
loans from all Plans maintained by COLLEGIATE PACIFIC, INC. prior to qualifying
for a hardship distribution. Hardship distributions are subject to a 10% penalty
tax if received before you reach age 59 1/2.

Your Elective Deferrals will be suspended for 12 months after receipt of the
hardship distribution of Elective Deferrals.

DISTRIBUTION OF BENEFITS

Form of Payment

Payments from the Plan that are eligible rollover distributions may be taken in
two ways. You may have all or any portion of your eligible rollover distribution
either (1) paid in a direct rollover to an individual retirement account or
another employer plan or (2) paid to you. If you choose to have your Plan
benefits paid to you, you will receive only 80% of the payment, because
COLLEGIATE PACIFIC, INC. is required to withhold 20% of the payment and send it
to the IRS as income tax withholding to be credited against your taxes.

COLLEGIATE PACIFIC, INC. will give you more information about your options
around the time that you request your payout from the Plan. That information
will, among other things, define an eligible rollover distribution.

If you terminate employment and your vested Individual Account (i.e., the
amount of money in the Plan you are entitled to) is eligible to be rolled over,
is more than $1,000, but is no more than $5,000, and you do not elect to receive
your distribution from the Plan in either a single lump sum or a direct
rollover, your benefits will be paid as a direct rollover to an individual
retirement account. COLLEGIATE PACIFIC, INC. will select an individual
retirement account trustee, custodian or issuer that is unrelated to COLLEGIATE
PACIFIC, INC., establish the individual retirement account with the trustee and
make the initial investment choices for the account.

If your vested Individual Account is more than $5,000 and you request a
distribution, all or a portion of your benefits under the Plan will be made in
the following form(s):

     -    lump sum

Timing of Benefit Payments

If the value of your Individual Account is no more than $5,000, COLLEGIATE
PACIFIC, INC. will direct that your benefits be paid as soon as administratively
feasible.

If your account is more than $5,000, your funds will be left in the Plan until
you submit a written request to COLLEGIATE PACIFIC, INC. for payment. However,
you must begin taking required minimum distributions at age 70 1/2. If you are
not more than a five-percent owner, the Plan may allow you to delay taking
required minimum distributions until you retire. COLLEGIATE PACIFIC, INC. will
provide you with more information and the proper request forms.

DETERMINING YOUR VESTED AMOUNT

Amount of Benefit

Whether you receive the full value of your account(s) depends on the reason you
are receiving the distribution and your vested percentage in your contributions.
Your distribution will be the full value of your Individual Account (that is,
you will be 100% vested) if COLLEGIATE PACIFIC, INC. terminates this Plan,
completely discontinues contributions to the Plan, or you reach normal
retirement age, die or become disabled.

However, if you terminate employment and thus become eligible for a distribution
from the Plan, your distribution will be only the vested amount in your
Individual Account. Loss, denial or reduction of anticipated benefits may occur
if you terminate employment before becoming fully vested, or if all or a portion
of your benefit is set aside for an alternate payee under a qualified domestic
relations order (QDRO). (Participants and Beneficiaries may obtain from
COLLEGIATE PACIFIC, INC. without charge a copy of the Plan's procedures
governing QDRO determinations.) You may also lose your benefit if you cannot be
located when a benefit becomes payable to you.


                                     Page 9

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Your vested amount is determined by multiplying the value of your Individual
Account subject to the plan's vesting schedule by the applicable percentage from
the vesting schedule. The vesting schedule determines how rapidly your
Individual Account balance becomes nonforfeitable based on years of service.

EXAMPLE: Assume you have $10,000 subject to a vesting schedule in your
Individual Account and you terminate employment when you are 40% vested. Your
vested amount would be $4,000 (.40 x $10,000).

You will generally be vested in your Individual Account derived from Profit
Sharing Contributions and forfeitures according to the following schedule.

<TABLE>
<CAPTION>
Years of Vesting     Vested
     Service       Percentage
----------------   ----------
<S>                <C>
  Less than One         0%
        1               0%
        2              20%
        3              40%
        4              60%
        5              80%
        6             100%
</TABLE>

You will generally be vested in your Individual Account derived from Matching
Contributions and forfeitures according to the following schedule.

<TABLE>
<CAPTION>
Years of Vesting     Vested
     Service       Percentage
----------------   ----------
<S>                <C>
  Less than One         0%
        1               0%
        2              20%
        3              40%
        4              60%
        5              80%
        6             100%
</TABLE>

Years of Vesting Service

You must provide a minimum of 1000 hours of service to complete a year of
vesting service. In addition, you must exceed 500 hours of service to avoid a
break is vesting service.

All of your years of service with COLLEGIATE PACIFIC, INC. are counted for the
purpose of determining your vested percentage.

Profit Sharing Contribution Forfeitures

If you are not 100% vested and receive a distribution of your Profit Sharing
Contributions, the dollars left in the Plan are called forfeitures. In your
Plan, forfeitures may be applied first to payment of plan administration
expenses. Any remaining forfeitures will be used towards Profit Sharing
Contributions. If you return to work for COLLEGIATE PACIFIC, INC. before
incurring five consecutive one year breaks in service, you may recapture the
forfeited benefit. Generally, your forfeited benefit will be restored
immediately by COLLEGIATE PACIFIC, INC. if you have not incurred five
consecutive one year breaks in service, and if you pay back to the Plan the
distribution that you received.


                                     Page 10

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Matching Contribution Forfeitures

If you are not 100% vested and receive a distribution of your Matching
Contributions, the dollars left in the Plan are called forfeitures. In your
Plan, forfeitures may be applied first to payment of plan administration
expenses. Any remaining forfeitures will be used towards Matching Contributions.
If you return to work for COLLEGIATE PACIFIC, INC. before incurring five
consecutive one year breaks in service, you may recapture the forfeited benefit.
Generally, your forfeited benefit will be restored immediately by COLLEGIATE
PACIFIC, INC. if you have not incurred five consecutive one year breaks in
service, and if you pay back to the Plan the distribution that you received.

RESTRICTIONS OR PENALTIES ON DISTRIBUTIONS

If you receive a distribution before reaching age 59 1/2, you must pay an
additional 10% penalty tax on dollars included in income. There are, however,
exceptions to the 10% early distribution penalty. Your tax advisor can assist
you in determining if one of the exceptions applies to your distribution.

PAYOUTS TO YOUR BENEFICIARIES

Your beneficiary will receive the total value of your Individual Account when
you die. If you are married, your spouse will automatically be your beneficiary.
To choose another beneficiary, you must sign a written form listing a nonspouse
beneficiary. Your spouse must give written consent to this in the presence of a
notary public. Contact COLLEGIATE PACIFIC, INC. if you wish to choose a
nonspouse beneficiary. If the vested value of your Individual Account is no more
than $5,000, your beneficiary will receive a lump sum payment of the entire
amount.

If the value of your vested Individual Account is greater than $5,000, your
beneficiary will receive a payout(s) in a form other than a life annuity.

SECTION FIVE: CLAIMS PROCEDURE

WHAT TO DO TO RECEIVE BENEFITS

You or your beneficiary must file a written request with COLLEGIATE PACIFIC,
INC. in order to start receiving benefits when you become eligible for them or
when you die. If you do not receive a benefit to which you believe your are
entitled, you should file a claim with COLLEGIATE PACIFIC, INC.

HOW TO FILE A CLAIM

You may claim a benefit to which you think you are entitled by filing a written
request with COLLEGIATE PACIFIC, INC. The claim must set forth the reasons you
believe you are eligible to receive benefits and authorize COLLEGIATE PACIFIC,
INC. to conduct such examinations and take such steps as may be necessary to
evaluate the claim.

WHAT TO DO IF YOUR CLAIM IS DENIED

Except as described below, if your claim is denied, COLLEGIATE PACIFIC, INC.
will provide you or your Beneficiary with a written notice of the denial within
90 days of the date your claim was filed. This notice will give you the specific
reasons for the denial, the specific provisions of the Plan upon which the
denial is based, and an explanation of the procedures for appeal.

In the case of a claim for disability benefits, if COLLEGIATE PACIFIC, INC. is
making a determination of whether you are disabled (as defined in the Plan), you
will be notified of a denial of your claim within a reasonable amount of time,
but not later than 45 days after the Plan receives your claim. The 45-day time
period may be extended by the Plan for up to 30 days, if COLLEGIATE PACIFIC,
INC. determines that an extension is necessary due to matters beyond the control
of the Plan COLLEGIATE PACIFIC, INC. will notify you, before the end of the
45-day period, of the reason(s) for the extension and the date by which the Plan
expects to make a decision regarding your claim.


                                     Page 11

<PAGE>

If, before the end of the 30-day extension, COLLEGIATE PACIFIC, INC. determines
that, due to matters beyond the control of the Plan, a decision regarding your
claim cannot be made within the 30-day extension, the period for making the
decision may be extended for an additional 30 days, provided that COLLEGIATE
PACIFIC, INC. notifies you, prior to the end of the first 30-day extension, of
the circumstances requiring the additional extension and the date as of which
the Plan expects to make a decision. The notice will specifically explain the
standards on which the approval of your claim will be based, the unresolved
issues that prevent a decision on your claim, and the additional information
needed to resolve those issues. You will have at least 45 days within which to
provide the specified information.

The period of time within which approval or denial of your claim is required to
be made generally begins at the time your claim is filed. If the period of time
is extended because you fail to submit information necessary to decide your
claim, the period for approving or denying your claim will not include the
period of time between the date on which the notification of the extension is
sent to you and the date on which you provide the additional information.

COLLEGIATE PACIFIC, INC. will provide you with written or electronic
notification if your claim is denied. The notification will provide the
following:

i.   The specific reason or reasons for the denial;

ii.  Reference to the specific section of the Plan on which the denial is based;

iii. A description of any additional information that you must provide before
     the claim may continue to be processed and an explanation of why such
     information is necessary.

iv.  A description of the Plan's review procedures and the time limits
     applicable to such procedures, including a statement of your right to bring
     a civil action under Section 502(a) of the Employee Retirement Income
     Security Act (ERISA) following a claim denial on review;

v.   In the case of a Plan providing disability benefits,

If COLLEGIATE PACIFIC, INC. used an internal rule or guideline in denying your
claim, either the specific rule or guideline; or a statement that the rule or
guideline was relied upon in denying your claim and that a copy will be provided
free of charge to you upon request.

If the claim denial is based on a medical necessity, experimental treatment or
similar situation, either an explanation of the scientific or clinical basis for
the denial, applying the terms of the Plan to your medical circumstances, or a
statement that an explanation will be provided free of charge upon request.

HOW TO APPEAL A DENIED CLAIM

You or your Beneficiary will have 60 days from receipt of the notice of claim
denial in which to appeal the COLLEGIATE PACIFIC, INC. decision. You may request
that the review be in the nature of a hearing and an attorney may represent you.
However, in the case of a claim for disability benefits, if COLLEGIATE PACIFIC,
INC. is deciding whether you are disabled under the terms of the Plan, you will
have at least 180 days following receipt of notification of a claim denial
within which to appeal COLLEGIATE PACIFIC, INC. decision.

You may submit written comments, documents, records, and other information
relating to your claim. In addition, you will be provided, upon request and free
of charge, reasonable access to, and copies of, all documents, records, and
other information pertaining to your claim.

Your appeal will take into account all comments, documents, records, and other
information submitted by you relating to the claim, even if the information was
not included originally.

If the claim is for disability benefits:

i.   Your claim will be reviewed independent of your original claim and will be
     conducted by a named fiduciary of the Plan other than the individual who
     denied your original claim or any of his or her employees.

ii.  In deciding an appeal of a claim denial that is based in whole or in part
     on a medical judgment, the appropriate named fiduciary will consult with a
     health care professional who has appropriate training and experience in the
     field of medicine involved in the medical judgment;


                                     Page 12

<PAGE>

iii. COLLEGIATE PACIFIC, INC. will provide you with the name(s) of the health
     care professional(s) who was consulted in connection with your original
     claim, even if the claim denial was not based on his or her advice. The
     health care professional consulted for purposes of your appeal will not be
     the same person or any of his or her employees.

iv.  You will be notified of the outcome of your appeal no later than 45 days
     after receipt of your request for the appeal, unless COLLEGIATE PACIFIC,
     INC. determines that special circumstances require an extension of time for
     processing the claim. If COLLEGIATE PACIFIC, INC. determines that an
     extension is required, written notice of the extension will be provided to
     you prior to the end of the initial 45-day period. The notice will identify
     the special circumstances requiring an extension and the date by which the
     Plan expects to make a decision regarding your claim.

COLLEGIATE PACIFIC, INC. will provide you with written or electronic
notification of the final outcome of your claim. The notification will include:

i.   A statement that you are entitled to receive, upon request and free of
     charge, reasonable access to, and copies of, all documents, records, and
     other information relevant to your claim;

ii.  A statement describing any additional voluntary appeal procedures offered
     by the Plan, your right to obtain the information about such procedures,
     and a statement of your right to bring an action under Section 502(a) of
     ERISA; and

iii. If COLLEGIATE PACIFIC, INC. used an internal rule or guideline in denying
     your claim, either the specific rule or guideline; or a statement that the
     rule or guideline was relied upon in denying your claim and that a copy
     will be provided free of charge to you upon request.

If the claim denial is based on a medical necessity, experimental treatment or
similar situation, either an explanation of the scientific or clinical basis for
the denial, applying the terms of the Plan to your medical circumstances, or a
statement that an explanation will be provided free of charge upon request.

SECTION SIX: MISCELLANEOUS

BORROWING FROM THE PLAN

Effective Date

As a Participant in this Plan, you may be permitted to borrow a portion of your
vested account balance. The loan program adopted by COLLEGIATE PACIFIC, INC. is
effective 04/15/2005 and is available on a uniform basis to all parties in
interest to the Plan who meet loan qualification requirements.

Loan Program Administrator

If you have questions regarding the loan program you should contact THE PLAN
ADMINISTRATOR, the person responsible for administering your loan program. You
may reach THE PLAN ADMINISTRATOR, the loan program administrator, at 13950
SENLAC DRIVE, SUITE 100, DALLAS, TX 75234.

Loan Application Procedure

To apply for a loan under this Plan, you must complete and return to THE PLAN
ADMINISTRATOR a Loan Application Form, furnishing all information requested and
pay any required loan application processing fees.


                                     Page 13

<PAGE>

Collateral Pledge

A percentage of your vested account balance equal to the amount borrowed divided
by your vested account balance is pledged as security for repayment of loans
under this program.

Limitations on Loan Types

Loans from this Plan may be used for any purpose.

Loan Approval Standards

Decisions approving or denying loans from this Plan will be based on the value
of your vested Individual Account and LOAN APPROVAL IS LIMITED TO ONE
OUTSTANDING LOAN PER PARTICIPANT.

Loan Principal Limitations

The minimum amount you may borrow from this Plan is $1000. The maximum amount
you may borrow from this Plan is the lesser of one-half of your vested account
balance or $50,000.

Interest Calculations

Interest on Loans from this Plan will be equal to the prime rate as printed in
the Wall Street Journal at the time you take your loan.

Default Provisions

You will be deemed to have defaulted on your loan if you fail to remit payment
in a timely manner as required under the Loan Agreement, breach any of your
obligations or duties under the Loan Agreement, or terminate employment.

Upon default, THE PLAN ADMINISTRATOR is entitled to foreclose its security
interest in your vested account balance pledged for repayment upon the
occurrence of an event which triggers a distribution of your benefits. In
addition, THE PLAN ADMINISTRATOR will report as taxable any amounts that are
deemed distributed as a result of failing to make loan payments.

PLAN TERMINATION

COLLEGIATE PACIFIC, INC. expects to continue the Plan indefinitely. However,
COLLEGIATE PACIFIC, INC. may terminate the Plan at any time by appropriate
action of its managing body. In the unlikely event COLLEGIATE PACIFIC, INC. does
terminate the Plan, you will become 100% vested in the aggregate value of your
Individual Account regardless of whether your vesting years of service are
sufficient to make you 100% vested under the vesting schedule(s).

If the Plan terminates, benefits are not insured by the Pension Benefit Guaranty
Corporation (PBGC). Under the law, PBGC insurance does not cover the type of
plans called defined contribution plans. This Plan is a defined contribution
plan and, therefore, is not covered.

BREAK IN SERVICE SITUATIONS

If you quit your job, incur a break in service and then return to work, your
date of participation depends on whether you had a vested interest in
contributions at the time you quit and incurred a break in service.

If you had a vested interest, you will participate again on the first Entry Date
after your return to employment. In addition, your vesting years of service
accumulated prior to the time you quit and incurred a break in service will be
counted in figuring your vested interest.


                                     Page 14

<PAGE>

If you did not have a vested interest, any eligibility years of service
occurring before the break in service will be taken into account and you will
begin to participate again on the first Entry Date after your return to service
unless the number of consecutive one year breaks in service equals or exceeds
the greater of five years, or the aggregate number of eligibility years of
service preceding the breaks in service. If your period of consecutive breaks in
service exceeds your period of prior service, you will be treated as a new
employee and will participate again when you satisfy the Plan's eligibility
requirements. In addition, any vesting years of service occurring before the
break in service will be taken into account in computing your vested interest
under the Plan unless the number of consecutive one year breaks in service
equals or exceeds the greater of five years or the aggregate number of vesting
years of service preceding the breaks in service. For example, if you work for
two years, quit without being vested, and then return to employment after a
break of two years or less, the Plan will give you vesting credit for the
initial two-year period.

PLAN EXPENSES

All reasonable expenses of administration, including, but not limited to, those
involved in retaining necessary professional assistance may be paid from the
assets of the Plan, Such expenses may be allocated among all Plan Participants
or, with respect to expenses directly related to you, charged to your Individual
Account. Examples of expenses that may be directly related to you include, but
are not limited to, general recordkeeping fees and expenses incurred in relation
to loans (if permitted under your Plan), distributions, qualified domestic
relations orders and your ability to direct the investment of your Individual
Account, if applicable. Finally, the Employer may, in its discretion, pay any or
all of these expenses. Your Plan Administrator will provide you with a summary
of all Plan expenses and the method of payment of the expenses upon request.

SECTION SEVEN: RIGHTS UNDER ERISA

THE RIGHTS AND PROTECTIONS TO WHICH A PLAN PARTICIPANT IS ENTITLED UNDER THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT

As a Participant in this Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA provides that all Plan Participants shall be entitled to:

Receive Information About Your Plan and Benefits

1.   Examine, without charge, at the Plan Administrator's office and at other
     specified locations, such as work sites and union halls, all Plan documents
     governing the plan, including insurance contracts and collective bargaining
     agreements, and a copy of the latest annual report (Form 5500 Series) filed
     by COLLEGIATE PACIFIC, INC. with the U.S. Department of Labor and available
     at the Public Disclosure Room of the Employee Benefits Security
     Administration.

2.   Obtain, upon request to the Plan Administrator, copies of documents
     governing the operations of the plan, including insurance contracts and
     collective bargaining agreements, and copies of the latest annual report
     (Form 5500 Series) and updated Summary Plan Description (SPD). The Plan
     Administrator may make a reasonable charge for the copies.

3.   Receive a summary of the Plan's annual financial report COLLEGIATE PACIFIC,
     INC. is required by law to furnish each participant with a copy of this
     Summary Annual Report.

4.   Obtain, once a year, a statement of the total pension benefits accrued and
     the nonforfeitable (vested) pension benefits (if any) or the earliest date
     on which benefits will become nonforfeitable (vested). The Plan may require
     a written request for this statement, but it must provide the statement
     free of charge.


                                     Page 15

<PAGE>

Prudent Action by Plan Fiduciaries

In addition to creating rights for Plan Participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate your Plan, called "fiduciaries" of the Plan, have a duty
to do so prudently and in the interest of you and other Plan Participants and
beneficiaries. No one, including COLLEGIATE PACIFIC, INC., your union, or any
other person, may fire you or otherwise discriminate against you in any way to
prevent you from obtaining a pension benefit or exercising your rights under
ERISA.

Enforce Your Rights

If your claim for a pension benefit is denied or ignored, in whole or in part,
you have a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within
certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request a copy of plan documents or the latest annual report
from the Plan and do not receive them within 30 days, you may file suit in a
Federal court. In such a case, the court may require COLLEGIATE PACIFIC, INC. to
provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of COLLEGIATE PACIFIC, INC. If you have a claim for benefits which is
denied or ignored, in whole or in part, you may file suit in a state or Federal
court. In addition, if you disagree with the Plan's decision or lack thereof
concerning the qualified status of a domestic relations order or a medical child
support order, you may file suit in Federal court. If it should happen that Plan
fiduciaries misuse the Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are successful the court may order the
person you have sued to pay the costs and fees. If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is
frivolous.

Assistance with Your Questions

If you have any questions about your Plan, you should contact COLLEGIATE
PACIFIC, INC. If you have any questions about this statement or about your
rights under ERISA, or you need assistance is obtaining documents from
COLLEGIATE PACIFIC, INC., you should contact the nearest office of the Employee
Benefits Security Administration, U. S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U. S. Department of Labor, 200
Constitution Avenue N.W., Washington D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.

Further, if this Plan is maintained by more than one employer, you can obtain,
in writing, information as to whether a particular employer is participating in
this Plan and, if so, the participating Employer's address. In addition, you may
request, in writing, a complete list of Employers participating in this Plan.
You may obtain such information by making a written request to COLLEGIATE
PACIFIC, INC. COLLEGIATE PACIFIC, INC. is the most significant (parent) employer
of the group of employers maintaining this Plan.


                                     Page 16

<PAGE>

Employer Information

Name:                    COLLEGIATE PACIFIC, INC
Address:                 13950 SENLAC DRIVE, SUITE 100
                         DALLAS, TX 75234

Business Telephone:      972-243-8100
Identification Number:   22-2795073
Income Tax Year End:     06/30

Agent for Service of Legal Process

The Agent for Service of Legal Process is the person upon whom any legal papers
can be served. Service of legal process may be made upon a Plan Trustee, the
Employer or the Plan Administrator.

Name:      WILLIAM R. ESTILL
Address:   13950 SENLAC DRIVE, SUITE 100, DALLAS, TX 75234

Trustee(s)

Name:                  OFI TRUST COMPANY
Business Address:      TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET,
                       11TH FLOOR, NEW YORK, NY 10281-1008
Business Telephone:    800-255-2750


                                     Page 17

<PAGE>

Qualified         EGTRRA Model Amendment (For use with Comprehensive and
                  Flexible 401 (k) Plans)
Retirement Plan   SUMMARY OF MATERIAL MODIFICATIONS

The purpose of this Summary of Material Modifications (SMM) is to update your
Summary Plan Description (SPD) regarding severel provisions. This document is
very important and should be maintained with your SPD. Unless otherwise noted,
the effective date of the amendment is the later of the first day of the first
Plan Year beginning after December 31, 2001, or the effective date of the Plan.
The following sections of your SPD are amended to read as follows:

                               REQUIRED PROVISIONS

DEFINITIONS

CATCH-UP CONTRIBUTIONS

Additional Elective Deferrals, not to exceed the applicable dollar amount for a
given year, made under this Plan by Participants who attain age 50 before the
close of the Plan Year.

DIRECT ROLLOVER

A way of rolling over an Eligible Rollover Distribution from a qualified plan
directly to an Eligible Retirement Plan thereby avoiding federal income tax
withholding.

ELIGIBLE RETIREMENT PLAN

An eligible 457(b) plan maintained by a state governmental entity, a Traditional
IRA, a qualified retirement plan, a qualified annuity plan and a 403(b) plan.

ELIGIBLE ROLLOVER DISTRIBUTION

Any distribution to your credit that does not include the following: any
distribution that is one of a series of substantially equal periodic payments;
required minimum distributions; and hardship distributions. In addition, an
Eligible Rollover Distribution includes a Direct Rollover of Nondeductible
Employee Contributions made to a Traditional IRA or qualified retirement plan,
if those amounts are separately accounted for in the receiving plan.

KEY EMPLOYEE

An Employee who at any time during the Plan Year is an officer of the employer
having annual compensation greater than $130,000 (indexed); a five-percent owner
of the company; or a one-percent owner of the company with annual compensation
exceeding $150,000.

NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

Any contribution that you make to a plan on an after-tax basis. These
contributions may only be made to 401(k) plans and certain 403(b) plans.

PLAN FUNDING AND ADMINISTRATION

HOW WILL THE AMOUNT OF THE EMPLOYER CONTRIBUTIONS BE DETERMINED?

Your Employer will decide each Plan Year whether or not to make a contribution
based on your Compensation to the Plan unless a more detailed method of
determining the amount of an Employer Contribution is specified in the SPD.
Contributions to a 401(k) plan can range from 0% to 25% of Participants'
Compensation each year.

WHAT IS MEANT BY MY COMPENSATIONS?

The definition of Compensation for Plan purposes can vary for many reasons. For
example, federal law may require use of one definition of Compensation for
nondiscrimination testing and another for contribution allocation purposes.

In general, the amount of your earnings from your Employer taken into account
under the Plan is all earnings reported to you on Form W-2. In the event your
Compensation exceeds $200,000 (indexed) per year, only the first $200,000 will
be counted as Compensation under the Plan. This $200,000 cap will be adjusted
periodically by the IRS for increases in cost-of-living. See your Plan
Administrator for the current year's limit on Compensation. Refer to the SPD to
determine whether a more specific definition of Compensation is provided under
the Plan.

ROLLOVER/TRANSFER CONTRIBUTION

Your Plan allows you to make rollover and/or transfer contributions unless your
SPD reflects otherwise. If rollover contributions are permitted under the Plan,
the Plan may accept rollover contributions and/or Direct Rollovers of
distributions made after the later of December 31, 2001, or the effective date
of your Plan, from an Eligible Retirement Plan. Refer to the Elective Provisions
section of this SMM to determine what provisions apply.

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

DO ANY LIMITS APPLY TO THE AMOUNT THAT MAY BE ALLOCATED TO MY INDIVIDUAL ACCOUNT
FOR ANY PLAN YEAR?

Yes. The amount which may be allocated to your Individual Account for any year
is subject to Internal Revenue Code provisions limiting your allocation amount
to the lesser of $40,000 (indexed) or 100% of your Compensation paid to you by
your Employer for a given year. The $40,000 limit will be adjusted periodically
by the Internal Revenue Service (IRS) for increases in the cost-of-living. See
your Plan Administrator for the current year's limit.

CONTRIBUTIONS TO 401(K) PLANS

You are generally allowed to make before-tax contributions called Elective
Deferrals to the Plan through payroll deduction. In addition, you may be
permitted to make a one-time, irrevocable election to make before-tax
contributions which are not considered Elective Deferrals. Finally, your
Employer may also make various contributions to the Plan on your behalf. These
may include the following.

-    Matching Contributions These contributions match a percentage of your
     Elective Deferrals and Catch-up Contributions (and/or Nondeductible
     Employee Contributions) made to the Plan.

<PAGE>

-    Employer Profit Sharing Contributions These contributions are
     discretionary. Your entitlement to an Employer Profit Sharing Contribution
     is not dependent upon making Elective Deferrals.

-    Nonelective Contributions These contributions may be made by your Employer
     in lieu of Matching Contributions. Nonelective Contributions may only be
     made as Safe Harbor CODA Contributions or to SIMPLE 401(k) Plans.

-    Qualified Nonelective Contributions and Qualified Matching Contributions
     These contributions may be made by your Employer to satisfy special
     nondiscrimination rules which apply to the Plan. These contributions are
     fully vested when made and are subject to the same restrictions on
     withdrawals applicable to Elective Deferrals. These types of contributions
     are available under a 401(k) Plan, at the Employer's discretion.

-    Nondeductible Employee Contributions Some 401(k) plans allow Participants
     to make after-tax contributions to the Plan which accrue earnings on a
     tax-deferred basis. These contributions are called Nondeductible Employee
     Contributions.

Refer to the SPD to determine the kinds of contributions available under your
Plan.

ELECTIVE DEFERRALS

HOW MUCH MAY I DEFER INTO THE 401(K) PLAN?

If you have met the eligibility requirements for making Elective Deferrals, your
deferral contributions to this and any other qualified plans maintained by the
Employer, may not exceed the following amount for each year.

     $11,000 for 2002
     $12,000 for 2003
     $13,000 for 2004
     $14,000 for 2005
     $15,000 for 2006 and thereafter

These amounts are indexed for cost-of-living adjustments and may be adjusted in
increments of $500 beginning after 2006.

ARE CATCH-UP CONTRIBUTIONS AVAILABLE UNDER YOUR PLAN?

Unless otherwise indicated in the Elective Provisions section of this SMM, all
Employees who are eligible to make Elective Deferrals under your Plan and who
have attained age 50 before the close of the Plan Year are eligible to make
Catch-up Contributions, not to exceed the applicable dollar amount for the
year. In addition, certain limits, as required by law, must be met prior to
being eligible to make a Catch-up Contribution. See your Plan Administrator for
additional information.

MATCHING CONTRIBUTIONS

Your Plan may provide for Matching Contributions If so, the SPD and the Elective
Provisions section of this SMM provides specific information about Matching
Contributions unique to your Plan.

WHAT MUST I DO TO SHARE IN AN EMPLOYER MATCHING CONTRIBUTION?

You may receive Matching Contributions if you put Elective Deferrals, Catch-up
Contributions, and/or Nondeductible Employee Contributions into the Plan.

To share in the Matching Contribution, you must be a Participant in the Plan.
Some plans require that you work a minimum number of hours to share in the
Matching Contribution. Refer to the SPD to determine if an hourly requirement
applies to your Plan.

A nonstandardized plan may require you to be working for the Employer on the
last day of the Plan Year to share in the Matching Contribution. Refer to the
SPD to determine if this requirement applies to your Plan.

Plans may waive hourly and/or last day requirements under certain circumstances
such as death, disability, etc. Refer to the SPD to determine if and when such
requirements are waived.

The amount of your Matching Contribution will be based upon the formula
described in the SPD.

EXAMPLE: Your annual Compensation is $15,000. You agree to make an Elective
Deferral of 10% of your Compensation. Under the terms of the Plan, assume your
Employer has selected a Matching Contribution formula that will match your
Elective Deferrals on the basis of 50 cents for each dollar you contribute. Your
Elective Deferral will be $1,500 for the Plan Year and the Matching Contribution
will be $750.

ARE HIGHLY COMPENSATED PARTICIPANTS ELIGIBLE TO RECEIVE MATCHING CONTRIBUTIONS?

Yes. However, additional limitations may exist on the Matching Contribution
amounts. The Internal Revenue Code and tax rules define highly compensated
employee for these purposes. If these limits apply to you, your Plan
Administrator will provide additional information about them. The additional
limitations described above do not apply to SIMPLE 401(k) plans.

DISTRIBUTION OF BENEFITS AND VESTING

WHICH VESTING SCHEDULE WILL BE USED TO DETERMINE MY VESTED BENEFIT?

You will become vested according to the vesting schedule(s) disclosed in your
SPD and this SMM.

If the SPD previously provided to you by your Employer specified a seven-year
vesting schedule for Matching Contributions, you will become fully vested in
such contributions after six years, rather than seven. If the SPD previously
provided to you by your Employer specified no vesting until five years of
service had been completed, you will become fully vested after three years of
service.

<PAGE>

Vesting Schedule for Top-Heavy Plans

A top-heavy plan is one in which more than 60% of the value of the Plan assets
is credited to the accounts of certain officers, shareholders and highly paid
Participants. These individuals are called Key Employees.

The top-heavy vesting schedule will not apply if the vesting schedule selected
by your Employer provides for faster vesting. For example, if the Employer has
selected the 100% vesting schedule (under which all Participants are 100% vested
at all times) and the Plan becomes top heavy, that vesting schedule selected by
your Employer will remain in effect because it provides for more rapid vesting.

Refer to the SPD to determine the top-heavy vesting schedule.

NOTE: The top-heavy requirements do not apply to SIMPLE 401(k) plans and Safe
Harbor CODA plans.

WHEN MAY I WITHDRAW MONEY FROM THE PLAN?

Certain events must occur before you may withdraw money from the Plan. Benefits
may be withdrawn if any of the following occur.

TERMINATION OF EMPLOYMENT AFTER ATTAINING NORMAL RETIREMENT AGE

Normal Retirement Age under the Plan is specified in the SPD.

TERMINATION OF EMPLOYMENT AFTER SATISFYING ANY EARLY RETIREMENT AGE REQUIREMENT

The Early Retirement Age conditions, if any, are specified in the SPD.

TERMINATING THE PLAN BY YOUR EMPLOYER

IF YOUR PLAN IS A 401(K) PLAN, THERE ARE SEVERAL OTHER CIRCUMSTANCES UNDER WHICH
YOU MAY WITHDRAW ELECTIVE DEFERRALS

Your Plan may also allow you to take Elective Deferrals out of the Plan upon
attainment of age 59 1/2 or if you have a severe financial hardship Generally,
the only financial needs that are considered to meet the financial hardship
requirements are deductible medical expenses for you or your immediate family,
purchase of your principal residence, payment of tuition and related educational
fees for the next 12 months of post-secondary education for you or your
immediate family, or to prevent eviction from your home or foreclosure upon your
principal residence. Check with your Plan Administrator to determine if any
other financial needs meet the financial hardship requirements under your Plan.
A hardship distribution can not exceed the amount of your immediate and heavy
financial need. You must have obtained all distributions and all nontaxable
loans from all Plans maintained by your Employer prior to qualifying for a
hardship distribution. Your Elective Deferrals (and Nondeductibie Employee
Contributions, if applicable) will be suspended for 6 months after receipt of a
hardship distribution. If you receive a hardship distribution of Elective
Deferrals in calendar year 2001, you are prohibited from making Elective
Deferrals (and Nondeductibie Employee Contributions, if applicable) for 6 months
after receipt of the hardship distribution or until January 1, 2002, if later,
unless otherwise indicated in the Elective Provisions section of this SMM.
Hardship distributions are subjected to a 10% penalty tax if received before you
reach age 59 1/2 Refer to your SPD to determine if you may take distributions of
Elective Deferrals in any of the preceding circumstances.

NOTE: Nonelective and basic or enhanced matching contributions under the Safe
Harbor CODA Contribution provisions are subject to the same distribution
restrictions as Elective Deferrals except the Safe Harbor CODA Contributions
specified here may not be distributed under the hardship distribution
provisions.

HOW WILL MY BENEFITS BE PAID TO ME?

Payments from the Plan that are Eligible Rollover Distributions may be taken in
two ways. You may have all or any portion of your Eligible Rollover Distribution
either (1) paid in a Direct Rollover to an Eligible Retirement Plan or (2) paid
to you. If you choose to have your Plan benefits paid to you, you will receive
only 80% of the payment, because the Plan Administrator is required to withhold
20% of the payment and send it to the IRS as income tax withholding to be
credited against your taxes.

If your vested Individual Account (i.e., the amount of money in the Plan you are
entitled to) is no more than $5,000, your benefits will be paid either directly
to you or as a Direct Rollover to a Traditional IRA, in a single payment. When
determining the vested value of your Individual Account, rollover contributions
may be disregarded for this purpose effective the later of January 1, 2002, or
the effective date of the Plan.

ONCE I BECOME ELIGIBLE TO RECEIVE BENEFITS, WHEN WILL THEY BE DISTRIBUTED TO ME?

If you terminate employment and the value of your Individual Account
(disregarding rollover contributions, unless otherwise noted in the Elective
Provisions section of this SMM), is no more than $5,000, the Plan Administrator
will direct that your benefits be paid as soon as administratively practicable
after you become eligible to receive them.

If the value of your Individual Account is more than $5,000, your benefits will
not be paid until you submit a request to the Plan Administrator for payment.
The Plan Administrator will provide you with the proper request forms. Once you
have returned the completed request to the Plan Administrator, payment will be
made as soon as administratively practicable after the Plan Administrator
received your request.

                               ELECTIVE PROVISIONS

PLAN FUNDING AND ADMINISTRATION

OTHER CONTRIBUTIONS

You can complete a Direct Rollover of Eligible Rollover Distributions from the
following type(s) of plans:

[ ]  A qualified retirement plan, not including Nondeductibie Employee
     Contributions.

[X]  A qualified retirement plan, including Nondeductible Employee
     Contributions.

[X]  A 403(b) plan, not including Nondeductibie Employee Contributions.

[X]  An eligible 457(b) plan maintained by a state governmental entity.

<PAGE>

You can complete an indirect rollover of Eligible Rollover Distributions from
the following type(s) of plans:

[X]  A qualified retirement plan.

[X]  A 403(b) plan.

[X]  An eligible 457(b) plan maintained by a state governmental entity.

You can make a rollover contribution of pre-tax amounts from a Traditional IRA

[X]  Yes

[ ]  No

The above transactions shall be available the later of January 1, 2002, or the
effective date of your Plan.

CATCH-UP CONTRIBUTIONS

Will you be permitted (if eligible) to make Catch-up Contributions?

[X]  Yes, after the later of December 31, 2001, or the effective date of your
     Plan.

[ ]  No

MATCHING CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS

Will Matching Contributions be made with regard to Catch-up Contributions?

[X]  Yes

[ ]  No

If "yes" is selected, the Matching Contribution formula identified in your SPD
will be followed.

DISTRIBUTION OF BENEFITS AND VESTING

SUSPENSION OF ELECTIVE DEFERRALS FOLLOWING HARDSHIP DISTRIBUTION

If you receive a hardship distribution of Elective Deferrals during the 2001
calendar year,

[X]  You are prohibited from making Elective Deferrals (and Nondeductible
     Employee Contributions, if applicable) under your Plan for 6 months after
     you receive the distribution or until January 1, 2002, if later.

[ ]  You are prohibited from making Elective Deferrals (and Nondeductible
     Employee Contributions, if applicable) under your Plan for 12 months after
     you receive the distribution.

ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

Will rollover contributions be excluded when determining whether the value of
your Individual Account is less than $5,000?

[ ]  Yes

[X]  No

If "yes" is selected, see your Plan Administrator if special effective dates
pertain.

<PAGE>

                        SUMMARY OF MATERIAL MODIFICATIONS
                          REGARDING AUTOMATIC ROLLOVERS

The purpose of this document is to update your Summary Plan Description (SPD)
for an amendment that was recently made to your employer's retirement plan. This
document is very important and should be kept with your SPD. If any provisions
in this Summary of Material Modifications (SMM) conflict with your SPD the terms
of this SMM will apply. Your SPD is amended to read as follows:

                                  SPD AMENDMENT

DISTRIBUTION OF BENEFITS, CLAIMS PROCEDURES AND LOANS

HOW WILL MY BENEFITS BE PAID TO ME?

A.   Payments from the Plan that are Eligible Rollover Distributions may be
     taken in two ways. You may have all or any portion of your Eligible
     Rollover Distribution either (1) paid in a Direct Rollover to a Traditional
     individual retirement account (IRA) or another qualifying employer plan or
     (2) paid to you. If you choose to have your Plan benefits paid to you, you
     will receive only 80 percent of the payment, because the Plan Administrator
     is required to withhold 20 percent of the payment and send it to the IRS as
     income tax withholding to be credited against your taxes.

     If you do not elect to have your distribution either paid to you or paid in
     a Direct Rollover and your Individual Account does not exceed a certain
     dollar amount (the "cashout level"), your employer will make a distribution
     without your consent. Refer to the Cashout Distribution Provisions section
     of this SMM to determine if the Plan permits cashout distributions and, if
     so, the cashout level. If the Plan permits cashout distributions, you must
     include your rollover contributions, if any, in the balance of your
     Individual Account for purposes of determining whether your Individual
     Account exceeds the cashout level.

B.   The following rules apply to your distribution if your vested Individual
     Account does not exceed the cashout level:

     i.   If the distribution is not an Eligible Rollover Distribution, it will
          be paid directly to you in a single lump sum.

     ii.  If the distribution does not exceed $1,000 and it qualifies as an
          Eligible Rollover Distribution, it will be paid, either directly to
          you or as a Direct Rollover to an IRA, in a single lump sum payment.
          However, if you do not specify how you would like to receive your
          distribution, the Plan Administrator will make a single lump sum
          payment to you unless the Cashout Distribution Provisions section of
          this SMM specifies otherwise.

     iii. If the distribution exceeds $1,000 and it qualifies as an Eligible
          Rollover Distribution, it will be paid, either directly to you or as a
          Direct Rollover to an IRA, in a single lump sum payment. However, if
          you do not specify how you would like to receive your distribution,
          the Plan Administrator will pay the distribution in a Direct Rollover
          to an IRA designated by the Plan Administrator.

          An amount distributed and rolled over into an IRA by the Plan
          Administrator under the Plan's cashout distribution provisions will be
          invested in a product designed to preserve principal and provide a
          reasonable rate of return and liquidity. The ERA provider that
          receives the rollover may charge fees and expenses for maintaining the
          IRA, and these fees and expenses may be assessed directly against the
          assets of the IRA or billed directly to you. For more information
          concerning the rollover procedures, the IRA provider, and the fees and
          expenses relating to the IRA, please contact your Plan Administrator
          whose address and telephone number are found in your SPD.

C.   If your Plan is a profit sharing or 401(k) plan subject to the Retirement
     Equity Act (REA) safe harbor provisions, payouts of your benefits under the
     Plan will be made in a form other than an annuity. Refer to the SPD to
     determine if your Plan is subject to the REA safe harbor provisions.

D.   If your Plan is not subject to the REA safe harbor provisions and your
     vested Individual Account balance is more than $5,000, your payouts will be
     in the form of an annuity, unless the annuity option is waived. An annuity
     will provide you with a series of periodic payments, usually monthly. The
     annuity must be purchased from an insurance company. The size of the
     payments you receive from the annuity will depend upon many factors
     including the value of your vested Individual Account balance.

     i.   If you are married, the annuity will provide monthly payments for as
          long as you or your spouse live. This type of annuity is called a
          Qualified Joint and Survivor Annuity. If you die before your spouse,
          the monthly payments to your spouse will be a percentage of the
          payments you had been receiving before your death. Refer to the SPD to
          determine the survivor annuity percentage.

     ii.  If you are not married, the type of annuity you will receive will
          provide you with monthly payments for as long as you live.

     iii. If you do not want an annuity payout, you may choose other types of
          payments. To waive the annuity option, you must fill out and sign a
          waiver form. If you are married, your spouse must consent to and sign
          the waiver form in the presence of a Notary Public. You and your
          spouse may sign the waiver form any time within 90 days of the start
          of your payments.

     EXAMPLE: Bill wants to start receiving money on March 31, 2004. He and his
     spouse may sign the waiver form any time from January 1 though March 31,
     2004. Bill may now take his money in another form of payment, such as a
     single lump sum payment.


                                        1

<PAGE>

E.   Contributions made to the Plan by you or on your behalf may be used to
     purchase units in various investment funds. The value of these funds can
     change daily.

     Because the value of your units can change daily, the value shown on your
     statement(s) may be different than the actual amount you receive for a
     payout.

ONCE I BECOME ELIGIBLE TO RECEIVE BENEFITS, WHEN WILL THEY BE DISTRIBUTED TO ME?

If you terminate employment and the value of your Individual Account does not
exceed the cashout level, the Plan Administrator will direct that your benefits
be paid as soon as administratively practicable.

If the value of your Individual Account exceeds the cashout level, your benefits
will not be paid until you submit a written request to the Plan Administrator
for payment. The Plan Administrator will provide you with the proper request
forms. Once you have returned the completed request form to the Plan
Administrator, payment will be made as soon as administratively practicable
after the Plan Administrator received your request

EVEN IF I AM ELIGIBLE TO RECEIVE BENEFITS, MUST I HAVE MY BENEFIT DISTRIBUTED
FROM THE PLAN?

If the value of your Individual Account exceeds the cashout limit, your benefit
will not be distributed until you request payment from the Plan Administrator.
You could choose to leave your benefit in the Plan. However, you must generally
begin taking required minimum distributions either when you retire or at age
70 1/2, as explained in your SPD.

WHAT HAPPENS TO MY BENEFITS IF I DIE?

A.   Your Beneficiary will receive the total value of your Individual Account
     when you die. If you are married, your spouse will automatically be your
     Beneficiary. To choose another Beneficiary, you must sign a written form
     listing a nonspouse Beneficiary. Your spouse must give written consent to
     this in the presence of a Notary Public

     NOTE: Contact your Plan Administrator if you wish to choose a nonspouse
     Beneficiary.

B.   If the value of your Individual Account is no more than $5,000, your
     Beneficiary will receive a lump sum payment of the entire amount. If your
     Beneficiary is your spouse, he or she may generally elect to roll over your
     Individual Account to an IRA.

C.   If your Plan is a profit sharing plan or 401(k) plan and is subject to the
     REA safe harbor provisions and the value of your Individual Account is
     greater than $5,000, your Beneficiary will receive a payout(s) in one of
     the following forms of distribution: lump sum; installment payments; or
     applied to purchase an annuity contract. Refer to the SPD to determine if
     any of the preceding forms are unavailable

D.   If the value of your Individual Account is greater than $5,000 and your
     Plan is not subject to the REA safe harbor provisions, your Beneficiary
     will receive the money in periodic payments from an insurance company
     unless a special form is signed. These periodic payments will usually be
     made on a monthly basis for as long as your Beneficiary lives.

     EXAMPLE: Clarence, age 38, signs the waiver form. Mildred, his wife, signs
     the waiver form in the presence of a Notary Public. Clarence dies two years
     later. Mildred now has a choice of payments. She can, for example, take all
     the money in a single lump sum and roll it into her Traditional IRA.

     If your Beneficiary is not your spouse and you want to give your
     Beneficiary a choice as to how he or she wants to receive the money, you
     must sign a special form. This form must also be signed by your spouse in
     the presence of a Notary Public. If you are under age 35 when you sign this
     form, you must sign a new form once you reach age 35.

     NOTE: Contact your Plan Administrator if you wish to preserve the option of
     taking payouts in a form other than an annuity.

CASHOUT DISTRIBUTION PROVISIONS

A.   This SMM will apply to cashout distributions made on or after the later of
     March 28, 2005, the Effective Date of the Plan or __________.

B.   Will cashout distributions be made from this Plan if the value of your
     Individual Account does not exceed the cashout level?

     [X]  Yes
     [ ]  No

C.   The cashout level (if applicable) is:

     [X]  $5,000
     [ ]  $1,000
     [ ]  $200
     [ ]  Other $_____

D.   Cashout distributions (if applicable) that are Eligible Rollover
     Distributions and are $1,000 or less shall be:

     [X]  Paid in a single sum distribution
     [ ]  Paid in a Direct Rollover to an individual retirement plan.


                                        2

<PAGE>

QUALIFIED                SUMMARY PLAN DESCRIPTION
Retirement Plan/403(b)   Loan Information Sheet

<TABLE>
<S>                      <C>
                         As a participant in the qualified retirement
                         plan/403(b) adopted by your employer, you may be able
                         to borrow a portion of your vested account balance..
                         The loan program adopted by your employer is available
                         on a uniform basis to all parties in interest to the
                         plan who meet loan qualification requirements. For
                         additional information about the loan program available
                         under your employer's plan, contact the loan program
                         administrator listed below.

                         NOTE: This Loan Information Sheet constitutes part of
                         the Summary Plan Description (SPD) of your Qualified
                         Retirement Plan and should be kept with your other SPD
                         documents

 PLAN LOAN INFORMATION   Plan Name COLLEGIATE PACIFIC 401(k) PLAN
                         Plan Number 001 Plan Year End 12/31

        EFFECTIVE DATE   The effective date of the plan loan program is
                         04/15/2005

          LOAN PROGRAM   The person responsible for administering your loan
         ADMINISTRATOR   program is THE PLAN ADMINISTRATOR. Your loan program
                         administrator may be reached at the following address
                         and/or telephone number: 13950 SENLAC DRIVE, SUITE,
                         100, DALLAS, TX 75234

      LOAN APPLICATION   To apply for a loan under this plan, you must complete
             PROCEDURE   and return to the loan program administrator a Loan
                         Application, furnishing all information requested and
                         pay any required loan application processing fees. In
                         addition, you must follow the procedures described
                         below (specify). ______________________________________

  LIMITATIONS ON TYPES   Loans from this plan may be used for the following
              OF LOANS   purposes:

                         [X]  all

                         [ ]  purchase of your principal residence

                         [ ]  post-secondary tuition for you or your immediate
                              family

                         [ ]  medical expenses for you or your immediate
                              family

                         [ ]  rent or mortgage payments to prevent eviction or
                              foreclosure from your principal residence

                         [ ]  other (specify) __________________________________

         LOAN APPROVAL   Decisions approving or denying loans from this Plan
             STANDARDS   will be based on the following criteria:

                         [X]  the value of your vested individual account
                              balance

                         [X]  other (specify) LOAN APPROVAL IS LIMITED TO ONE
                              OUTSTANDING LOAN PER PARTICIPANT

                         NOTE: Loan approval basis selected must not cause loans
                         to be made available on a discriminatory basis.

        LOAN PRINCIPAL   Loans from this plan shall be in a minimum amount of
           LIMITATIONS   $1000 (may not exceed $1,000).
                         The maximum amount of all loans outstanding cannot
                         exceed

                         [X]  the lesser of one-half of your vested account
                              balance or $50,000, or

                         [ ]  other (specify) __________________________________

                         NOTE: If the "other" option is selected, the amount
                         entered generally cannot exceed the lesser of one-half
                         of your vested account balance or $50,000.

  INTEREST CALCULATION   Interest on loans from this plan will be computed on
                         the following basis:

                         [X]  prime rate (as specified in the Wall Street
                              Journal)

                         [ ]  prime rate (as specified in the Wall Street
                              Journal) plus _________ percent

                         [ ]  other (specify) __________________________________

                         NOTE: The interest rate must be comparable to that
                         charged by commercial lenders in a similar transaction
                         Any loan renewals are subject to interest rate
                         modification

     COLLATERAL PLEDGE   A percentage of your vested account balance equal to
                         the amount borrowed divided by your vested account
                         balance is pledged as security for repayment of loans
                         under this program.

    DEFAULT PROVISIONS   The following are deemed to be acts of default under
                         your qualified plan/403(b) loan program:

                         -    failure to remit payment in a timely manner as
                              required under the Loan Agreement

                         -    breach of any of your obligations or duties under
                              the Loan Agreement

                         -    termination of employment

                         -    other (specify) __________________________________

                         Upon default, your loan program administrator is
                         entitled to foreclose its security interest in your
                         vested account balance pledged for repayment upon the
                         occurrence of an event which triggers a distribution of
                         your benefits. In addition, the loan program
                         administrator will report as taxable any amounts which
                         are deemed distributed as a result of failing to make
                         loan payments.
</TABLE>

<PAGE>

(BISYS(R) LOGO)
Your Vision - Our Solutions(TM)

DISTRIBUTION NOTICE

Important Information About Your Qualified Retirement Plan Distribution

INTRODUCTION

This Distribution Notice is provided to you in conjuction with the Summary Plan
Description. This notice contains information about your options at the time of
distribution. You will be provided an updated summary of this information at the
time of distribution.

As a participant in your employer's qualified retirement plan, you have
accumulated a vested account balance. You may receive your vested account
balance only if you incur a triggering event. You may incur a triggering event
if:

          -    you quit working for your employer,

          -    you attain the normal retirement age indicated in the plan,

          -    you become disabled,

          -    your employer terminates the plan,

          -    your plan permits in-service distributions, or

          -    you incur a hardship (only applicable to certain plans).

However, you must refer to your Summary Plan Description to identify the
specific triggering events which apply under your plan.

NOTE: Generally, payments from your employer's qualified retirement plan must be
delayed for a minimum of 30 days after you receive this notice, to allow you
time to consider your distribution options. Although you are entitled to
consider your distribution options for a period of 30 days, you may waive this
30 day notice requirement. If you are subject to the Retirement Equity Act (REA)
notice requirements and you waive the 30 day notice requirement, your employer
must wait seven days from the date you received this notice before commencing
distributions.

The law dictates the optional forms that your payments may take. The law also
specifies how the different types of payments will be taxed. This notice
summarizes your distribution options and illustrates the financial effect and
the tax consequences of each distribution option.

PART ONE of this notice describes the plan payment options available to you.
PART TWO describes your beneficiary(ies) payment options PART THREE contains a
special tax notice, required by the IRS, that explains the tax treatment of your
plan payment and describes the direct rollover option for eligible rollover
distributions.

NOTE: The payment amounts indicated in this notice are only examples. The
calculations for the Qualified Joint and Survivor Annuity are based on standard
mortality tables using a five percent interest rate and a payment age of 65.
Actual payment amounts will Vary depending upon the entity from which you
purchase your annuity. You may obtain financial projections based upon your
account balance by submitting a request, in writing, to the plan administrator
(usually the employer).

                PART ONE -- PAYMENT OPTIONS FOR PLAN PARTICIPANTS

IMPORTANT NOTICE TO PARTICIPANT

Read the following message before reviewing your options.

Of the four options listed below, some may not be available to you. If the plan
is known as a "REA safe harbor" plan, and no existing plan assets are subject to
the REA annuity requirements, under most circumstances Option I listed below is
not available to you, and Option II may be available to you.

DISTRIBUTION OPTIONS

If your vested account balance is $5,000 or less at the time of distribution,
the plan administrator is required to pay your distribution to you in a single
cash payment. If the amount exceeds $1,000 and is an eligible rollover
distribution and you do not instruct the plan administrator otherwise, your
vested account balance may be directly rolled into a Traditional IRA. You may
subsequently transfer the distribution to another Traditional IRA. If your
vested account balance exceeds $5,000, you must consent to the form of payment.

I.   QUALIFIED JOINT AND SURVIVOR ANNUITY

     The law requires that your vested account balance be paid to you in the
     form of a Qualified Joint and Survivor Annuity if you are married, or a
     Single Life Annuity if you are not married. If you wish to receive your
     vested account balance using a different distribution option (described
     below), you must waive the Qualified Joint and Survivor Annuity (the Single
     Life Annuity if you are not married) and your spouse must consent to the
     annuity waiver.

     Unless properly waived, you will receive your vested account balance in the
     form of a Qualified Joint and Survivor Annuity (the Single Life Annuity if
     you are not married)

     A.   QUALIFIED JOINT AND SURVIVOR ANNUITY DEFINED

          If you are married, a Qualified Joint and Survivor Annuity is a series
          of periodic payments to you during your lifetime and to your spouse
          upon your death. The periodic payment amount your spouse receives will
          be a set percentage of the periodic payment amount you received during
          your lifetime. To determine the percentage your spouse would receive
          (i.e., survivor annuity), contact the plan administrator.

          If you are not married, a Qualified Joint and Survivor Annuity is a
          series of annuity payments over your life.

     B.   WAIVING THE QUALIFIED JOINT AND SURVIVOR ANNUITY

          If you wish to receive your vested account balance using one of the
          other options listed in Section II through IV of this form, you (and,
          if you are married, your spouse) must waive the Qualified Joint and
          Survivor Annuity. You can waive the Qualified Joint and Survivor
          Annuity by completing a distribution form. You can obtain this form
          from your plan administrator. After waiving the Qualified Joint and
          Survivor Annuity by signing the distribution form, you may receive
          your vested account balance using one of the other distribution
          methods explained below.

     C.   FINANCIAL EFFECT OF A QUALIFIED JOINT AND SURVIVOR ANNUITY

          As stated above, a Qualified Joint and Survivor Annuity will provide
          periodic payments to you during your lifetime and, if you are married,
          to your spouse after your death. Your spouse will generally receive
          smaller periodic payments than you received while you were alive. For
          example, assume a participant retires with a $10,000 vested account
          balance. A Qualified Joint and Survivor Annuity would provide him or
          her with the following payments.

<TABLE>
<CAPTION>
  Lifetime Monthly    % of Survivor        Monthly
Participant Benefit      Annuity*     Survivor Benefit
-------------------   -------------   ----------------
<S>                   <C>             <C>
       $63.40               100%           $63.40
       $66.30                75%           $49.72
       $67.30             66.67%           $44.86
       $69.40                50%           $34.70
</TABLE>

*    These estimates are derived from standard mortality tables using a
     participant with a 65 year old spouse beneficiary beginning payments at age
     65. To determine the survivor annuity percentage, contact the plan
     administrator.


                                   Page 1 of 6

<PAGE>

II.  ANNUITY CONTRACT

     If the plan is a REA safe harbor plan, or the Qualified Joint and Survivor
     Annuity is properly waived, you may purchase an annuity contract with your
     vested account balance. This distribution option allows you to choose the
     type of annuity contract you wish to purchase. However, if the plan is a
     REA safe harbor plan, you cannot elect payments in the form of a life
     annuity.

     A.   ANNUITY CONTRACT DEFINED

          You may use your vested account balance to purchase a term certain
          annuity, a single life annuity (not available for REA safe harbor
          plans, unless the plan indicates otherwise) or any other form of
          annuity. A term certain annuity would distribute dollars to you and
          your beneficiary for a specified number of years A single life
          annuity would distribute dollars to you for your lifetime and would
          cease distributions after your death.

     B.   FINANCIAL EFFECT AND TAX CONSEQUENCES OF THE ANNUITY

          If you elect to use your vested account balance to purchase a single
          life annuity, you will receive payments as long as you are alive. For
          example, a participant who is age 65 with a $10,000 vested account
          balance will receive $76.60 per month while he or she is alive.

III. LUMP SUM PAYMENT

     If you properly waive the Qualified Joint and Survivor Annuity or if this
     is a REA safe harbor plan and no existing plan assets are subject to the
     REA annuity requirements, you may request a single sum payment.

     A.   LUMP SUM PAYMENT DEFINED

          A Lump Sum Payment is the payment of your entire vested account
          balance.

     B.   FINANCIAL EFFECT AND TAX CONSEQUENCES OF A LUMP SUM PAYMENT

          Generally a Lump Sum Payment is included in your income and taxed in
          the year of the distribution. Most Lump Sum Payments are eligible
          rollover distributions and would, therefore, be subject to the 20
          percent withholding rules unless directly rolled over to another plan
          or Traditional IRA See Part Three, "Special Tax Notice Regarding Plan
          Payments" for more information.

IV.  INSTALLMENT PAYMENTS

     If the Qualified Joint and Survivor Annuity is properly waived or if this
     is a REA safe harbor plan, you may elect to receive your vested account
     balance in installment payments. Installment payments for a period of less
     than 10 years are generally eligible rollover distributions and would,
     therefore, be subject to the 20 percent withholding rules unless directly
     rolled over to another plan or Traditional IRA See Part Three, "Special Tax
     Notice Regarding Plan Payments" for more information.

     A.   INSTALLMENT PAYMENTS DEFINED

          Installment payments are payments distributed to you in any amount you
          choose at intervals that you determine within limits set by the
          trustee or custodian. For example, the payments could be paid to you
          annually, semiannually, quarterly, or monthly. The payment schedule
          you choose cannot be longer than your single life expectancy or, if
          you have a beneficiary named, the joint life expectancy of you and
          your beneficiary.

     B.   FINANCIAL EFFECT AND TAX CONSEQUENCES OF INSTALLMENT PAYMENTS

          Generally, each installment payment will be included in your income in
          the year in which you receive it. For example, a participant who
          elects to receive $500 per month will include $6,000 ($500 x 12
          months) in income each tax year.

   PART TWO - PAYMENT OPTIONS FOR BENEFICIARIES OF DECEASED PLAN PARTICIPANTS

IMPORTANT NOTICE TO BENEFICIARY

If you are the designated beneficiary of a deceased participant's vested account
balance, you are eligible to receive a distribution. The form of the benefit
depends on several factors including the type of plan and the amount in the
participant's account.

I.   PARTICIPANT'S ACCOUNT BALANCE

     If the participant's vested account balance was $5,000 or less the plan
     administrator is required to pay your distribution to you in a single cash
     payment If the participant's account balance exceeded $1,000 and is an
     eligible rollover distribution and you do not instruct the plan
     administrator otherwise, the vested account balance may be directly rolled
     into a Traditional ERA. You may subsequently transfer the distribution to
     another Traditional IRA. If the participant's vested account balance
     exceeded $5,000, you must consent to the form of payment

II.  TYPE OF PLAN

     NOTE: THE PLAN ADMINISTRATOR CAN TELL YOU WHICH TYPE OF PLAN THIS IS.

     A.   REA SAFE HARBOR PLANS (PROFIT SHARING OR 401(K) PLANS ONLY)

          You may select Option II, III or IV listed above. However, if you
          select the installment payment method described in Option IV, the
          payment schedule you choose cannot be longer than your life single
          expectancy.

     B.   ALL OTHER PLANS

          If the plan participant died before distributions commenced and you
          are a spouse beneficiary, distributions from the plan must be paid to
          you (if applicable) in the form of a qualified preretirement survivor
          annuity, unless the annuity requirement was properly waived. A
          participant waives the annuity requirement by completing a
          "Designation of Beneficiary" form and obtaining your written consent
          to the waiver. If the participant did not execute the required
          waivers, then his or her account balance will be paid to you (the
          deceased participant's spouse) in the form of a preretirement survivor
          annuity unless the plan specifically permits you to elect to receive
          payments in a form other than a qualified preretirement survivor
          annuity. If you are a nonspouse beneficiary of a deceased participant
          who was married, you will not receive any payment from the plan unless
          the participant properly waived the requirement that his or her spouse
          be the beneficiary.

If the qualified preretirement survivor annuity was properly waived by the
participant and/or his or her spouse (if applicable), then you may receive the
entire vested account balance in a Lump Sum Payment as explained in Part One,
Option III, of this notice. The rollover option described below is available
only if you are the spouse of the deceased participant. The other distribution
option available to you as a beneficiary is explained in Part One, Option IV,
"Installment Payments". However, the payment schedule you choose cannot be
longer than your single life expectancy.


                                   Page 2 of 6

<PAGE>

             PART THREE - SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS

SUMMARY

This notice explains how you can continue to defer federal income tax on your
retirement savings, and contains important information you will need before you
decide how to receive your plan benefits.

NOTE: Your employer has received an IRS opinion letter that this plan is
qualified.

This notice is provided to you by your plan administrator because all or part of
the payment that you will soon receive from the plan may be eligible for
rollover by you or your plan administrator to a Traditional IRA or an eligible
employer plan. A rollover is a payment by you or the plan administrator of all
or part of your benefit to another plan or IRA that allows you to continue to
postpone taxation of that benefit until it is paid to you. Your payment cannot
be rolled over to a Roth IRA, a SIMPLE IRA, or a Coverdell Education Savings
Account (formerly known as an Education IRA). An "eligible employer plan"
includes a plan qualified under Section 401(a) of the Internal Revenue Code,
including a 401(k) plan, profit-sharing plan, defined benefit plan, stock
bonus plan, and money purchase plan; an annuity plan described under Section
403(a) of the Code; a tax-sheltered annuity described under Section 403(b) of
the Code; and a deferred compensation plan, described under Section 457(b) of
the Code, maintained by a governmental employer (governmental 457(b) plan).

An eligible employer plan is not legally required to accept a rollover. Before
you decide to roll over your payment to another employer plan, you should find
out whether the plan accepts rollovers and, if so, the types of distributions it
accepts as a rollover. You should also find out about any documents that are
required to be completed before the receiving plan will accept a rollover. Even
if a plan accepts rollovers, it might not accept rollovers of certain types of
distributions, such as after-tax amounts. If this is the case, and your
distribution includes after-tax amounts, you may wish instead to roll your
distribution over to a Traditional IRA or split your rollover amount between the
employer plan in which you will participate and a Traditional IRA. If an
employer plan accepts your rollover, the plan may restrict subsequent
distributions of the rollover amount or may require your spouse's consent for
any subsequent distribution. A subsequent distribution from the plan that
accepts your rollover may also be subject to different tax treatment than
distributions from this plan. Check with the administrator of the plan that is
to receive your rollover prior to making the rollover.

If you have additional questions after reading this notice, you may contact your
plan administrator.

There are two ways you may be able to receive a plan payment that is eligible
for rollover: (1) certain payments can be made directly to a Traditional IRA
that you establish or to an eligible employer plan that will accept it and hold
it for your benefit ("direct rollover"); or (2) the payment can be paid to you.

If you choose a direct rollover the following will result.

     -    Your payment will not be taxed in the current year and no income tax
          will be withheld.

     -    You choose whether your payment will be made directly to your
          Traditional IRA or to an eligible employer plan that accepts your
          rollover. Your payment cannot be rolled over to a Roth IRA, a SIMPLE
          IRA, or a Coverdell Education Savings Account because these are not
          Traditional IRAs.

     -    The taxable portion of your payment will be taxed later when you take
          it out of the Traditional IRA or the eligible employer plan. Depending
          on the type of plan, the subsequent distribution may be subject to
          different tax treatment than it would be if you received a taxable
          distribution from this plan.

If you choose to have a plan payment that is eligible for rollover paid to you,
the following will result.

     -    You will receive only 80 percent of the taxable amount of the payment,
          because the plan administrator is required to withhold 20 percent of
          that amount and send it to the IRS as income tax withholding to be
          credited against your taxes.

     -    The taxable amount of your payment will be taxed in the current year
          unless you roll it over. Under limited circumstances, you may be able
          to use special tax rules that could reduce the tax you owe. However,
          if you receive the payment before age 59 1/2 you also may have to pay
          an additional 10 percent tax.

     -    You can roll over the payment by paying it to your Traditional IRA or
          to an eligible employer plan that accepts your rollover within 60 days
          after you receive the payment. The amount rolled over will not be
          taxed until you take it out of the Traditional IRA or the eligible
          employer plan.

     -    If you want to roll over 100 percent of the payment to a Traditional
          IRA or an eligible employer plan, you must find other money to replace
          the 20 percent of the taxable portion that was withheld. If you roll
          over only the 80 percent that you received, you will be taxed on the
          20 percent that was withheld and that is not rolled over.

MORE INFORMATION

I.   PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER

     Payments from the plan may be "eligible rollover distributions". This means
     that they can be rolled over to a Traditional IRA or an eligible employer
     plan that accepts rollovers. Payments from a plan cannot be rolled over to
     a Roth IRA, a SIMPLE IRA, or a Coverdell Education Savings Account. Your
     plan administrator should be able to tell you what portion of your payment
     is an eligible rollover distribution.

     A.   AFTER-TAX CONTRIBUTIONS

          If you made after-tax contributions to the plan, these contributions
          may be rolled into either a Traditional IRA or to certain employer
          plans that accept rollovers of after-tax contributions. The following
          rules apply.

          1.    ROLLOVER INTO A TRADITIONAL IRA

               You can roll over your after-tax contributions to a Traditional
               IRA either directly or indirectly. Your plan administrator should
               be able to tell you how much of your payment is taxable and how
               much is after-tax.

               If you roll over after-tax contributions to a Traditional IRA, it
               is your responsibility to keep track of, and report to the IRS on
               the applicable forms, the amount of these after-tax
               contributions. This will enable the nontaxable amount of any
               future distributions from the Traditional IRA to be determined.

               Once you roll over your after-tax contributions to a Traditional
               IRA, those amounts CANNOT later be rolled over to an employer
               plan.


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          2.   Rollover into an Employer Plan

               You can roll over after-tax contributions from an eligible
               employer plan that is qualified under Section 401(a) or 403(a) of
               the Code to another such plan using a direct rollover if the plan
               receiving the rollover provides separate accounting for such
               amounts, including separate accounting for the after-tax
               contributions and earnings on those contributions. You CANNOT
               roll over such after-tax contributions to a governmental 457(b)
               plan. If you want to roll over your after-tax contributions to an
               employer plan that accepts such rollovers, you cannot have the
               after-tax contributions paid to you first. You must instruct the
               plan administrator of this plan to make a direct rollover on your
               behalf. Also, you cannot first roll over after-tax contributions
               to a Traditional IRA and then roll over such contributions into
               an eligible employer plan.

     B.   The following are types of payments that cannot be rolled over.

          PAYMENTS SPREAD OVER LONG PERIODS

          You cannot roll over a payment if it is part of a series of
          equal (or almost equal) payments that are made at least once
          a year and that will last for,

                    -    your lifetime (or a period measured by your life
                         expectancy), or

                    -    your lifetime and your beneficiary's lifetime (or a
                         period measured by your joint life expectancies), or

                    -    a period of ten years or more.

          REQUIRED MINIMUM PAYMENTS

          Beginning when you reach age 70 1/2 or retire, whichever is later, a
          certain portion of your payment cannot be rolled over because it is a
          "required minimum payment" that must be paid to you. Special rules
          apply if you own more than five percent of your employer.

          HARDSHIP DISTRIBUTIONS

          A hardship distribution cannot be rolled over.

          ESOP DIVIDENDS

          Cash dividends paid to you on employer stock held in an employee stock
          ownership plan cannot be rolled over.

          CORRECTIVE DISTRIBUTIONS

          A distribution that is made to correct a failed nondiscrimination
          test or because legal limits on certain contributions were exceeded
          cannot be rolled over.

          LOANS TREATED AS DISTRIBUTIONS

          The amount of a plan loan that becomes a taxable deemed distribution
          because of a default cannot be rolled over. However, a loan offset
          amount is eligible for rollover, as discussed in Part III below. Ask
          the plan administrator of this plan if distribution, of your loan
          qualifies for rollover treatment.

     The plan administrator of this plan should be able to tell you if your
     payment includes amounts which cannot be rolled over.

II.  DIRECT ROLLOVER

     A direct rollover is a direct payment of the amount of your plan benefits
     to a Traditional IRA or an eligible employer plan that will accept it. You
     can choose a direct rollover of all or any portion of your payment that is
     an eligible rollover distribution, as described in Part I above. You are
     not taxed on any taxable portion of your payment for which you choose a
     direct rollover until you later take it out of the Traditional IRA or
     eligible employer plan. In addition, no income tax withholding is required
     for any portion of your plan benefits for which you choose a direct
     rollover. This plan might not let you choose a direct rollover if your
     distributions for the year are less than S200.

     A.   DIRECT ROLLOVER TO A TRADITIONAL IRA

          You can open a Traditional IRA to receive the direct rollover. If you
          choose to have your payment made directly to a Traditional IRA,
          contact an IRA sponsor (usually a financial institution) to find out
          how to have your payment made in a direct rollover to a Traditional
          IRA at that institution. If you are unsure of how to invest your
          money, you can temporarily establish a Traditional IRA to receive the
          payment. However, in choosing a Traditional IRA, you may wish to make
          sure that the Traditional IRA you choose will allow you to move all or
          a part of your payment to another Traditional IRA at a later date,
          without penalties or other limitations See IRS Publication 590,
          Individual Retirement Arrangements, for more information on
          Traditional IRAs (including limits on how often you can roll over
          between IRAs).

     B.   DIRECT ROLLOVER TO A PLAN

          If you are employed by a new employer that has an eligible employer
          plan, and you want a payment from your previous employer's plan
          directly rolled over to your new employer's plan, ask the plan
          administrator of that plan whether it will accept your rollover. An
          eligible employer plan is not legally required to accept a rollover.
          Even if your new employer's plan does not accept a rollover, you can
          choose a direct rollover to a Traditional IRA. If your new employer's
          plan accepts your rollover, the plan may provide restrictions on the
          circumstances under which you may later receive a distribution of the
          rollover amount or may require spousal consent to any subsequent
          distribution Check with the plan administrator of the receiving plan
          before making your decision.

     C.   DIRECT ROLLOVER OF A SERIES OF PAYMENTS

          If you receive a payment that can be rolled over to a Traditional IRA
          or an eligible employer plan, and it is paid in a series of payments
          for less than ten years, your choice to make or not make a direct
          rollover of the first payment will apply to all later payments in the
          series until you change your election. You are free to change your
          election for any later payment in the series.

     D.   CHANGE IN TAX TREATMENT RESULTING FROM A DIRECT ROLLOVER

          The tax treatment of any payment from the eligible employer plan or
          Traditional IRA receiving your direct rollover might be different than
          if you received your benefit in a taxable distribution directly from
          the plan. For example, if you were born before January 1, 1936, you
          might be entitled to ten-year averaging or capital gain treatment, as
          explained below. However, if you have your benefit rolled over to a
          tax-sheltered annuity described under Section 403(b) of the Code, a
          deferred compensation plan described under Section 457(b) of the Code,
          or a Traditional IRA in a direct rollover, your benefit will no longer
          be eligible for that special treatment. See the sections below
          entitled "Additional 10 percent Tax If You Are Under Age 59 1/2" and
          "Special Tax Treatment If You Were Born Before January 1, 1936."


                                   Page 4 of 6

<PAGE>

III. PAYMENT PAID TO YOU

     If your payment can be rolled over (see Part I above) and the payment is
     made to you in cash, it is subject to 20 percent federal income tax
     withholding on the taxable portion (stale tax withholding may also apply).
     The payment is taxed in the year you receive it unless, within 60 days, you
     roll it over to a Traditional IRA or an eligible employer plan. If you do
     not roll it over, special tax rules may apply.

     A.   INCOME TAX WITHHOLDING

          1.   MANDATORY WITHHOLDING

               If any portion of your payment can be rolled over under Part I
               above and you do not elect to make a direct rollover, the plan is
               required by law to withhold 20 percent of the taxable amount.
               This amount is sent to the IRS as income tax withholding. For
               example, if you can roll over a taxable payment of $10,000, only
               $8,000 will be paid to you because the plan must withhold $2,000
               as income tax. However, when you prepare your income tax return
               for the year, unless you make a rollover within 60 days (see
               "Sixty-Day Rollover Option" below) you must report the full
               $10,000 as a payment from the plan. You must report the $2,000 as
               tax withheld, and it will be credited against any income tax you
               owe for the year. There will be no income tax withholding if your
               payments for the year are less than $200.

          2.   VOLUNTARY WITHHOLDING

               If any portion of your payment is taxable but cannot be rolled
               over under Part I above, the mandatory withholding rules
               described above do not apply. In this case, you may elect not to
               have withholding apply to that portion. If you do nothing, an
               amount will be taken out of this portion of your payment for
               federal income tax withholding. To elect out of withholding, ask
               the plan administrator for the election form and related
               information.

          3.   SIXTY-DAY ROLLOVER OPTION

               If you receive a payment that can be rolled over under Part I
               above, you can still decide to roll over all or part of it to a
               Traditional IRA or an eligible employer plan. If you decide to
               roll over, you must contribute the amount of the payment you
               received to a Traditional IRA or eligible employer plan within 60
               days after you receive the payment. The portion of your payment
               that is rolled over will not be taxed until you take it out of
               the Traditional IRA or the eligible employer plan.

          You can roll over up to 100 percent of your payment that can be rolled
          over under Part I above, including an amount equal to the 20 percent
          of the taxable portion that was withheld. If you choose to roll over
          100 percent, you must find other money within the 60-day period to
          contribute to the Traditional IRA or the eligible employer plan, to
          replace the 20 percent that was withheld. On the other hand, if you
          roll over only the 80 percent of the taxable portion that you
          received, you will be taxed on the 20 percent that was withheld.

               Example: The taxable portion of your payment that can be rolled
               over under Part I above is $10,000, and you choose to have it
               paid to you. You will receive $8,000, and $2,000 will be sent to
               the IRS as income tax withholding. Within 60 days after receiving
               the $8,000, you may roll over the entire $10,000 to a Traditional
               IRA or eligible employer plan. To do this, you roll over the
               $8,000 you received from the plan, and you will have to find
               $2,000 from other sources (your savings, a loan, etc). In this
               case, the entire $10,000 is not taxed until you take it out of
               the Traditional IRA or an eligible employer plan. If you roll
               over the entire $10,000, when you file your income tax return you
               may get a refund of part or all of the $2,000 withheld.

               If, on the other hand, you roll over only $8,000, the $2,000 you
               did not roll over is taxed in the year it was withheld. When you
               file your income tax return you may get a refund of part of the
               $2,000 withheld (However, any refund is likely to be larger if
               you roll over the entire $10,000.)

     B.   ADDITIONAL 10 PERCENT TAX IF YOU ARE UNDER AGE 59 1/2

          If you receive a payment before you reach age 59 1/2 and you do not
          roll it over, then, in addition to the regular income tax, you may
          have to pay an extra tax equal to 10 percent of the taxable portion of
          the payment. The additional 10 percent tax generally does not apply to
          (1) payments that are paid after you separate from service with your
          employer during or after the year you reach age 55, (2) payments that
          are paid because you retire due to disability, (3) payments that are
          paid as equal (or almost equal) payments over your life or life
          expectancy (or your and your beneficiary's lives or life
          expectancies), (4) dividends paid with respect to stock by an employee
          stock ownership plan (ESOP) as described in Section 404(k) of the
          Code, (5) payments that are paid directly to the government to satisfy
          a federal tax levy, (6) payments that are paid to on alternate payee
          under a qualified domestic relations order, or (7) payments that do
          not exceed the amount of your deductible medical expenses. See IRS
          Form 5329 for more information on the additional 10 percent tax.

          The additional 10 percent tax will not apply to distributions from a
          governmental 457(b) plan, except to the extent the distribution is
          attributable to an amount you rolled over to that plan (adjusted for
          investment returns) from another type of eligible employer plan or
          IRA. Any amount rolled over from a governmental 457(b) plan to another
          type of eligible employer plan or to a Traditional IRA will become
          subject to the additional 10 percent tax if it is distributed to you
          before you reach age 59 1/2, unless one of the exceptions applies.

     C.   SPECIAL TAX TREATMENT IF YOU WERE BORN BEFORE JANUARY 1, 1936

          If you receive a payment that can be rolled over under Part I and you
          do not roll it over to a Traditional IRA or an eligible employer plan,
          the payment will be taxed in the year you receive it. However, if the
          payment qualifies as a "lump sum distribution," it may be eligible for
          special tax treatment (See also "Employer Stock or Securities" below.)
          A lump sum distribution is a payment, within one year, of your entire
          balance under the plan (and certain other similar plans of the
          employer) that is payable to you after you have reached age 59 1/2 or
          because you have separated from service with your employer (or, in the
          case of a self-employed individual, after you have reached age 59 1/2
          or have become disabled) For a payment to be treated as a lump sum
          distribution, you must have been a participant in the plan for at
          least five years before the year in which you received the
          distribution. The special tax treatment for lump sum distributions
          that may be available to you is described below.

          1.   TEN-YEAR AVERAGING

               If you receive a lump sum distribution and you were born before
               January 1, 1936, you can make a one-time election to figure the
               tax on the payment by using "10-year averaging" (using 1986 tax
               rates). Ten-year averaging often reduces the tax you owe.

          2.   CAPITAL GAIN TREATMENT

               If you receive a lump sum distribution and you were born before
               January 1, 1936, and if you were a participant in the plan before
               1974, you may elect to have the part of your payment that is
               attributable to your pre-1974 participation in the plan taxed as
               long-term capital gain at a rate of 20 percent.


                                   Page 5 of 6

<PAGE>

          There are other limits on the special tax treatment for lump sum
          distributions. For example, you can generally elect this special tax
          treatment only once in your lifetime, and the election applies to all
          lump sum distributions that you receive in that same year. You may not
          elect this special tax treatment if you rolled amounts into this plan
          from a 403(b) tax-sheltered annuity contract or from an IRA not
          originally attributable to a qualified employer plan If you have
          previously rolled over a distribution from a governmental 457(b) plan
          (or certain other similar plans of the employer), you cannot use this
          special averaging treatment for later payments from this plan If you
          roll over your payment to a Traditional IRA, a tax-sheltered annuity
          described under Section 403(b) of the Code, or a governmental 457(b)
          plan, you will not be able to use special tax treatment for later
          payments from that IRA, plan, or annuity. Also, if you roll over only
          a portion of your payment to a Traditional IRA, a tax-sheltered
          annuity described under Section 403(b) of the Code, or a governmental
          457(b) plan, this special tax treatment is not available for the rest
          of the payment See IRS Form 4972 for additional information on lump
          sum distributions and how you elect the special tax treatment.

     D.   EMPLOYER STOCK OR SECURITIES

          There is a special rule for a payment from the plan that includes
          employer stock (or other employer securities) To use this special
          rule, 1) the payment must qualify as a lump sum distribution, as
          described above, except that you do not need five years of plan
          participation, or 2) the employer stock included in the payment must
          be attributable to "after-tax" employee contributions, if any. Under
          this special rule, you may have the option of not paying tax on the
          "net unrealized appreciation" of the stock until you sell the stock
          Net unrealized appreciation generally is the increase in the value of
          the employer stock while it was held by the plan For example, if
          employer stock was contributed to your plan account when the stock was
          worth $1,000 but the stock was worth $1,200 when you received it, you
          would not have to pay tax on the $200 increase in value until you
          later sold the stock.

          You may instead elect not to have the special rule apply to the net
          unrealized appreciation. In this case, your net unrealized
          appreciation will be taxed in the year you receive the stock, unless
          you roll over the stock. The stock can be rolled over to a Traditional
          IRA or another eligible employer plan, either in a direct rollover or
          a rollover that you make yourself. Generally, you will no longer be
          able to use the special rule for net unrealized appreciation if you
          roll the stock over to a Traditional IRA or another eligible employer
          plan.

          If you receive only employer stock in a payment that can be rolled
          over, no amount will be withheld from the payment. If you receive cash
          or property other than employer stock, as well as employer stock, in a
          payment that can be rolled over, the 20 percent withholding amount
          will be based on the entire taxable amount paid to you (including the
          employer stock determined by excluding the net unrealized
          appreciation). However, the amount withheld will be limited to the
          cash or property (excluding employer stock) paid to you.

          If you receive employer stock in a payment that qualifies as a lump
          sum distribution, the special tax treatment for lump sum distributions
          described above {such as 10-year averaging) also may apply, See IRS
          Form 4972 for additional information on these rules

     E.   REPAYMENT OF PLAN LOANS

          If your employment ends and you have an outstanding loan from the
          plan, your employer may reduce (or "offset") your balance in the plan
          by the amount of the loan you have not repaid. The amount of your loan
          offset is treated as a distribution to you at the time of the offset
          and will be taxed unless you roll over an amount equal to the amount
          of your loan offset to another qualified employer plan or a
          Traditional IRA within 60 days of the date of the offset. If the
          amount of your loan offset is the only amount you receive or are
          treated as having received, no amount will be withheld from it. If you
          receive other payments of cash or property from the plan, the 20
          percent withholding amount will be based on the entire taxable amount
          paid to you, including the amount of the loan offset. The amount
          withheld will be limited to the amount of other cash or property paid
          to you (other than any employer securities). The amount of a defaulted
          plan loan that is a taxable deemed distribution cannot be rolled over.

IV.  SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES

     In general, the rules summarized above that apply to payments to employees
     also apply to payments to surviving spouses of employees and to spouses or
     former spouses who are "alternate payees." You are an alternate payee if
     your interest in the plan results from a "qualified domestic relations
     order," which is an order issued by a court, usually in connection with a
     divorce or legal separation.

     If you are a surviving spouse or an alternate payee, you may choose to have
     a payment that can be rolled over, as described in Part I above, paid in a
     direct rollover to a Traditional IRA or to on eligible employer plan, or
     paid to you If you have the payment paid to you, you can keep it or roll it
     over yourself to a Traditional IRA or to an eligible employer plan. Thus,
     you have the same choices as the employee.

     If you are a beneficiary other than a surviving spouse or an alternate
     payee, you cannot choose a direct rollover, and you cannot roll over the
     payment yourself.

     If you are a surviving spouse, an alternate payee, or another beneficiary,
     your payment is generally not subject to the additional 10 percent tax
     described in Part Three Section III above, even if you are younger than age
     59 1/2.

     If you are a surviving spouse, an alternate payee, or another beneficiary,
     you may be able to use the special tax treatment for lump sum distributions
     and the special rule for payments that include employer stock, as described
     in Part Three Section III above. If you receive a payment because of the
     employee's death, you may be able to treat the payment as a lump sum
     distribution if the employee met the appropriate age requirements, whether
     or not the employee had five years of participation in the plan.

HOW TO OBTAIN ADDITIONAL INFORMATION

This notice summarizes only the federal (not state or local) tax rules that
might apply to your payment. The rules described above are complex and contain
many conditions and exceptions that are not included in this notice. Therefore,
you may want to consult with the plan administrator or a professional tax
advisor before you take a payment of your benefits from the plan. Also, you can
find more specific information on the tax treatment of payments from qualified
employer plans in IRS Publication 575, Pension and Annuity Income, and IRS
Publication 590, individual Retirement Arrangements. These publications are
available from your local IRS office, on the IRS's Internet Web Site at
www.irs.gov, or by calling 1-800-TAX-FORM.


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