Exhibit 2.b(ii)


                             ADOPTION AGREEMENT #006
                        STANDARDIZED CODE SS.401(K) PLAN
                          (PAIRED PROFIT SHARING PLAN)

The undersigned, ATS MONEY SYSTEMS, INC. ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the First Union
National Bank of North Carolina Defined Contribution Master Plan {basic plan
document #01) by adopting the accompanying Plan and Trust in full as if the
Employer were a signatory to that Agreement. The Employer makes the following
elections granted under the provisions of the Master Plan.

                                    ARTICLE I
                                   DEFIMTIONS

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

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

[X]      (b) A  nondiscretionary  Trustee.  See  Section  10.03[B]  of the Plan.
         [NOTE:  THE EMPLOYER  MAY NOT ELECT OPTION (B) IF A CUSTODIAN  EXECUTES
         THE ADOPTION AGREEMENT.]

         1.03 PLAN. The name of the Plan as adopted by the Employer is ATS MONEY
SYSTEMS. INC. PROFIT SHARING PLAN.

         1.07 EMPLOYEE.  The following Employees are not eligible to participate
in the Plan: (CHOOSE (A) OR AT LEAST ONE OF (B) OR (C))

[ ]      (a) No exclusions.

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

[X]      (c) Nonresident aliens who do not receive any earned income (as defined
         in Code ss.911(d)(2)) froM the Employer which constitutes United States
         source income (as defined in Code ss.861(a)(3)).

RELATED EMPLOYERS/LEASED  EMPLOYEES. An Employee of any member of the Employer's
related group (as defined in Section 1.30 of the Plan),  and any Leased Employee
treated  as an  Employee  under  Section  1.31  of  the  Plan,  is  eligible  to
participate in the Plan, unless excluded by reason of Options (b) or (c). [Note:
A related  group  member may not  contribute  to this Plan  unless it executes a
Participation Agreement, even if its Employees are Participants in the Plan.]

         1.12 COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (CHOOSE (A) OR (B))

[X]      (a) "Compensation" includes elective contributions made by the Employer
         on the Employee's behalf.


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[ ]      (b) "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. (CHOOSE (C) OR AT LEAST ONE OF (D) AND
(E))

[X]      (c) No modifications other than as elected under Options (a) or (b).

[ ]      (d) The Plan excludes Compensation in excess of $___________

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

SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (CHOOSE (F) OR ANY COMBINATION OF (G) AND (H), IF APPLICABLE)

[X]      (f) No exceptions.

[ ]      (g) The dollar limitation described in Option (d) does not apply.

[ ]      (h) If the  Employee  makes  elective  contributions  to  another  plan
         maintained by the Employer,  the Advisory  Committee will determine the
         amount  of  the  Employee's  salary  reduction   contribution  for  the
         withholding period: (CHOOSE (1) OR (2))

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

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

         1.17 PLAN YEAR/LIMITATION YEAR.

PLAN YEAR. Plan Year means: (CHOOSE (A) OR (B))

[X]      (a) The 12 consecutive month period ending every DECEMBER 31.

[ ]      (b)      (SPECIFY)_____________________________________________________
         ___________.

LIMITATION YEAR. The Limitation Year is: (CHOOSE (C) OR (D))

[X]      (c) The Plan Year.

[ ]      (d) The 1,2 consecutive month period ending every _____.

         1.18 EFFECTIVE DATE.

NEW PLAN. The "Effective Date" of the Plan is _______________.

RESTATED PLAN. The restated Effective Date is NOVEMBER 1, 1997.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established JANUARY 1, 1989.
[NOTE: SEE THE EFFECTIVE DATE ADDENDUM.]



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         1.27 HOUR OF  SERVICE.  The  crediting  method for Hours of Service is:
(CHOOSE (A) OR (B))

[X]      (a) The actual method.

[ ]      (b) The equivalency method, except:

         [ ] (1) No exceptions.

         [ ] (2) The actual  method  applies for purposes  of:  (CHOOSE AT LEAST
         ONE)

             [ ] (i) Participation under Article II.

             [ ] (ii) Vesting under Article V.

             [ ] (iii) Accrual of benefits under Section 3.06.

[NOTE:  ON THE BLANK  LINE,  INSERT  "DAILY,  ""WEEKLY,  ""SEMI-MONTHLY  PAYROLL
PERIODS "OR "MONTHLY. "]

         1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section t.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): N/A . Service with
the designated predecessor employer(s) applies: (CHOOSE AT LEAST ONE OF (A) OR
(B))

[ ] (a) For purposes of participation under Article II.

[ ] (b) For purposes of vesting under Article V.

[NOTE: IF THE PLAN DOES NOT CREDIT ANY PREDECESSOR SERVICE UNDER THIS PROVISION,
INSERT "N/A" IN THE FIRST BLANK LINE. THE EMPLOYER MAY ATTACH A SCHEDULE TO THIS
ADOPTION  AGREEMENT,  IN THE  SAME  FORMAT  AS THIS  SECTION  1.29,  DESIGNATING
ADDITIONAL   PREDECESSOR   EMPLOYERS  AND  THE  APPLICABLE   SERVICE   CREDITING
ELECTIONS.]

         1.31 LEASED EMPLOYEES. If a Leased Employee participates in a safe
harbor money purchase plan (as described in Section 1.31) maintained by the
leasing organization, but the Employer is not eligible for the safe harbor plan
exception: (CHOOSE (A) OR (B))

[ ]      (a)  The  Advisory  Committee  will  determine  the  Leased  Employee's
         allocation of Employer  contributions  under Article III without taking
         into  account the Leased  Employee's  allocation  under the safe harbor
         plan.

[ ]      (b) The Advisory Committee will reduce the Leased Employee's allocation
         of Employer nonelective  contributions (other than designated qualified
         nonelective  contributions)  under this Plan by the  Leased  Employee's
         allocation  under the safe  harbor  plan,  but only to the extent  that
         allocation is attributable to the Leased Employee's service provided to
         the Employer.  [NOTE: THE EMPLOYER MAY NOT ELECT OPTION (B) IF A PAIRED
         PLAN OR ANY OTHER PLAN OF THE EMPLOYER  MAKES A SIMILAR  REDUCTION  FOR
         THE SAME PLAN OF THE LEASING ORGANIZATION.]



                                       3
<PAGE>

                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

         2.01 ELIGIBILITY.

ELIGIBILITY  CONDITIONS.  To become a Participant  in the Plan, an Employee must
satisfy the following eligibility conditions: (CHOOSE (A) OR (B) OR BOTH)

[X]      (a) Attainment of age 21 (specify age, not exceeding 2l ).

[X]      (b) service requirement. (Choose (1), (2) or (3))

         [X] (1) One Year of Service.

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

         [ ] (3) One Hour of Service.

PLAN ENTRY DATE.  "Plan Entry Date" means the Effective  Date and:  (CHOOSE (C),
(D) OR (E))

[ ]      (c)  Semi-annual  Entry  Dates.  The first day of the Plan Year and the
         first day of the seventh month of the Plan Year.

[ ]      (d) The first day of the Plan Year.

[X]      (e) (SPECIFY ENTRY DATES) THE 1ST DAY OF THE MONTH  COINCIDING  WITH OR
         FOLLOWING THE DATE THE PARTICIPANT MEETS THE ELIG REQUIREMENT.

TIME OF  PARTICIPATION.  An Employee will become a Participant,  unless excluded
under  Adoption  Agreement  Section 1.07, on the Plan Entry Date (if employed on
that date): (CHOOSE (F), (G) OR (H))

[X]      (f) immediately following

[ ]      (g) immediately preceding

[ ]      (h) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) of this Adoption Agreement Section 2.01. [NOTE: THE EMPLOYER MUST
COORDINATE THE SELECTION OF (F), (G) OR (H) WITH THE "PLAN ENTRY DATE" SELECTION
IN (C), (D) OR (E). UNLESS OTHERWISE EXCLUDED UNDER SECTION 1.07, THE EMPLOYEE
MUST BECOME A PARTICIPANT BY THE EARLIEST OF: (1) THE FIRST DAY OF THE PLAN YEAR
BEGINNING AFTER THE DATE THE EMPLOYEE COMPLETES THE AGE AND SERVICE REQUIREMENTS
OF CODE SS.410(A); OR (2) 6 MONTHS AFTER THE DATE THE EMPLOYEE COMPLETES THOSE
REQUIREMENTS.]

Dual  eligibility.  The  eligibility  conditions  of this Section 2.01 apply to:
(CHOOSE (I) OR (J))

[ ]      (i) All Employees of the Employer, except: (CHOOSE (1) OR (2))

         [ ] (1) No exceptions.

         [ ] (2) Employees who are  Participants in the Plan as of the Effective
             Date.



                                       4
<PAGE>

[X]      (j) Solely to an Employee  employed by the Employer  after December 31,
         l997.  If the  Employee  was  employed by the Employer on or before the
         specified date, the Employee will become a Participant:  (CHOOSE (1) OR
         (2))

         [X] (1)  On  the  latest  of  the  Effective   Date,   his   Employment
             Commencement  Date or the date he  attains  age N/A (not to  exceed
             21).

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

         2.02 YEARS OF SERVICE - PARTICIPATION

HOURS OF SERVICE. An Employee must complete: (CHOOSE (A) OR (B))

[X]      (a) 1,000 Hours of Service

[ ]      (b) _____ Hours of Service

during  an  eligibility  computation  period  to  receive  credit  for a Year of
Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT EXCEED 1,000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period
described  in  Section  2.02 of the  Plan,  the Plan  measures  the  eligibility
computation period as: (CHOOSE (C) OR (D))

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

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

         2.03  BREAK IN  SERVICE  -  PARTICIPATION.  The Break in  Service  rule
described in Section 2.03(B) of the Plan: (CHOOSE (A) OR (B))

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

[ ]      (b) Applies to the Employer's Plan.


                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

         3.01 AMOUNT.

PART I. [OPTIONS (A) THROUGH (G)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (CHOOSE ANY COMBINATIONS OF (A), (B), (C) AND (D), OR CHOOSE (E))

[X]      (a) DEFERRAL CONTRIBUTIONS (CODE SS.401(K)  ARRANGEMEnt).  The Employer
         must contribute the amount by which the Participants have reduced their
         Compensation  for the Plan Year,  pursuant  to their  salary  reduction
         agreements on file with the Advisory Committee. A reference in the Plan
         to salary reduction contributions is a reference to these amounts.



                                       5
<PAGE>

[X]      (b)   MATCHING   CONTRIBUTIONS.   The  Employer   will  make   matching
         contributions  in accordance with the formula(s)  elected in Part II of
         this Adoptive Agreement Section 3.01.

[X]      (c) DESIGNATED QUALIFIED  NONELECTIVE  CONTRIBUTIONS.  The Employer, in
         its sole discretion,  may contribute an amount which it designates as a
         qualified nonelective contribution.

[X]      (d) NONELECTIVE CONTRIBUTIONS.

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

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

         [ ] (3) _____% of Net Profits but not more than $______________.

[ ]      (e) FROZEN  PLAN.  This Plan is a frozen  Plan  effective  ______.  The
         Employer  will not  contribute  to the Plan with  respect to any period
         following the stated date.

NET PROFITS. The Employer: (CHOOSE (F) OR (G))

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

[ ]      (g) Must have current or accumulated Net Profits exceeding  $_______ to
         make the following contributions:  (CHOOSE AT LEAST ONE OF (1), (2) AND
         (3))

         [ ] (1) Matching contributions described in Option (b), except:

         [ ] (2) Qualified nonelective contributions described in Option (c).

         [ ] (3) Nonelective contributions described in Option _____________.

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

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



                                       6
<PAGE>

PART II.  [OPTIONS (H) AND (I)] MATCHING  CONTRIBUTION  FORMULA.  [NOTE:  IF THE
EMPLOYER ELECTED OPTION (B), COMPLETE OPTIONS (H) AND (I).]

[X]      (h) Amount of matching  contributions.  Subject to Option (i), for each
         Plan  Year,  the  Employer's  matching  contribution  is:  (CHOOSE  ANY
         COMBINATION OF (1). (2), (3) AND (4))

         [X] (1) An amount equal to 25% of each  Participant's  salary reduction
             contributions for the Plan Year.

         [ ] (2) An amount equal to _____%, of each Participant's  first tier of
             salary  reduction   contributions  for  the  Plan  Year,  plus  the
             following matching percentage(s) for the following subsequent tiers
             of salary reduction contributions for the Plan Year:

         [ ] (3) Discretionary formula.

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

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

[NOTE: UNDER OPTIONS (2) OR (3)(II),  THE MATCHING PERCENTAGE FOR ANY SUBSEQUENT
TIER OF SALARY REDUCTION  CONTRIBUTIONS  MAY NOT EXCEED THE MATCHING  PERCENTAGE
FOR ANY PRIOR TIER.]

         [ ] (4) A Participant's matching contributions may not:

         [ ] (i) Exceed ___________________________________________

         [ ] (ii) Be less than ____________________________________

[X]      (i) AMOUNT OF SALARY REDUCTION  CONTRIBUTIONS TAKEN INTO ACCOUNT.  When
         determining a Participant's  salary reduction  contributions taken into
         account  under the matching  contributions  formula(s),  the  following
         rules apply: (CHOOSE ANY COMBINATION OF (1) THROUGH (3))

         [ ] (1) The  Advisory  Committee  will take  into  account  all  salary
             reduction contributions credited for the Plan Year.

         [X] (2)  The  Advisory   Committee  will  disregard   salary  reduction
             contributions exceeding 6 % OF COMPENSATION .

         [ ] (3) The Advisory  Committee  will treat as the first tier of salary
             reduction     contributions,     an    amount    not     exceeding:
             _______________________________.  The  subsequent  tiers of  salary
             reduction contributions are:  _____________________________________
             ___________________________________________________________________



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PART III. [OPTION (J).]. SPECIAL RULES FOR CODE SS.401(K)  ARRANGEMENT.  (CHOOSE
(J), IF APPLICABle)

[X]      (j) SALARY REDUCTION  AGREEMENTS.  The following rules and restrictions
         apply to an Employee's  salary reduction  agreement:  (MAKE A SELECTION
         UNDER (1), (2), (3) AND (4))

         (1)   LIMITATION   ON   AMOUNT.   The   Employee's   salary   reduction
         contributions: (CHOOSE (I) OR AT LEAST ONE OF (II) OR (III))

             [ ] (i) No maximum limitation other than as provided in the Plan.

             [X] (ii) May not  exceed  20% of  Compensation  for the Plan  Year,
                 subject to the annual additions  limitation described in Part 2
                 of Article III and the 402(g)  limitation  described in Section
                 14.07 of the Plan.

             [X] (iii) Based on percentages of Compensation  must equal at least
                 1%.

         (2) An Employee may revoke, on a prospective  basis, a salary reduction
         agreement: (CHOOSE (I), (II), (III) OR (IV))

             [ ] (i)  Once   during   any  Plan   Year   but  not   later   than
                 ________________ of the Plan Year.

             [ ] (ii) As of any Plan Entry Date.

             [ ] (iii) As of the first day of any month.

             [X] (iv) (SPECIFY. BUT MUST BE AT LEAST ONCE PER PLAN YEAR) 1ST DAY
                 OF PAYROLL PERIOD UPON 30 DAYS WRITTEN NOTICE.

         (3) An Employee who revokes his salary  reduction  agreement may file a
         new salary  reduction  agreement with an effective  date:  (CHOOSE (I),
         (II), (III) OR (IV))

             [ ] (i) No earlier than the first day of the next Plan Year.

             [ ] (ii) As of any subsequent Plan Entry Date.

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

             [X] (iv)  (SPECIFY,  BUT  MUST  BE AT  LEAST  ONCE  PER  PLAN  YEAR
                 FOLLOWING  THE  PLAN  YEAR OF  REVOCATION)  1ST DAY OF  PAYROLL
                 PERIOD UPON 30 DAYSWRITTEN NOTICE.

         (4) A Participant may increase or may decrease, on a prospective basis,
         his salary  reduction  percentage or dollar amount:  (CHOOSE (I), (II),
         (III) OR (IV))

             [ ] (i) As of the beginning of each payroll period.

             [ ] (ii) As of the first day of each month.

             [ ] (iii) As of any Plan Entry Date.

             [X] (iv)  (SPECIFY,  BUT MUST  PERMIT AN  INCREASE OR A DECREASE AT
                 LEAST  ONCE PER PLAN YEAR) 1ST DAY OF  PAYROLL  PERIOD  UPON 30
                 DAYS WRITTEN NOTICE.



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

PART I.  [OPTIONS  (A)  THROUGH  (D)].  SPECIAL  ACCOUNTING  ELECTIONS.  (CHOOSE
WHICHEVER ELECTIONS ARE APPLICABLE TO THE EMPLOYER'S PLAN)

[X]      (a)  MATCHING   CONTRIBUTIONS  ACCOUNT.  The  Advisory  Committee  will
         allocate matching contributions to a Participant's: (CHOOSE (1) OR (2);
         (3) IS AVAILABLE ONLY IN ADDITION TO (1))

         [X] (1) Regular Matching Contributions Account.

         [ ] (2) Qualified Matching Contributions Account.

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

[X]      (b) SPECIAL  ALLOCATION DATES FOR SALARY REDUCTION  CONTRIBUTIONS.  The
         Advisory  Committee will allocate salary reduction  contributions as of
         the  Accounting  Date  and as of the  following  additional  allocation
         dates:  ANY BUSINESS DAY THE  FINANCIAL  MARKETS ARE OPEN AND AVAILABLE
         FUNDS ARE DEPOSITED WITH THE TRUSTEE.

[X]      (c) SPECIAL ALLOCATION DATES FOR MATCHING  CONTRIBUTIONS.  The Advisory
         Committee  will allocate  matching  contributions  as of the Accounting
         Date and as of the following additional  allocation dates: ANY BUSINESS
         DAY THE FINANCLAL  MARKETS ARE OPEN AND  AVAILABLE  FUNDS ARE DEPOSTTED
         WITH THE TRUSTEE.

[X]      (d)  DESIGNATED  QUALIFIED  NONELECTIVE  CONTRIBUTIONS  - DEFINITION OF
         PARTICIPANT.  For  purposes  of  allocating  the  designated  qualified
         nonelective contribution, "Participant" means: (CHOOSE (1) OR (2))

         [ ] (l) All Participants.

         [X] (2) Participants who are Nonhighly Compensated Employees.

PART II. METHOD OF ALLOCATION - NONELECTIVE CONTRIBUTION. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit the annual nonelective contributions (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the method selected under this Part II. (CHOOSE AN ALLOCATION
METHOD UNDER (E), (F), (G) OR (H); (I) IS MANDATORY IF THE EMPLOYER ELECTS (F),
(G) OR (H))

[X]      (e)  Nonintegrated  Allocation  Formula,  .The Advisory  Committee will
         allocate the annual  nonelective  contributions  in the same ratio that
         each  Participant's  Compensation  for the Plan Year bears to the total
         Compensation of all Participants for the Plan Year.

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



                                       9
<PAGE>

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

[ ]      (g) THREE-TIERED  INTEGRATED  ALLOCATION  FORMULA.  First, the Advisory
         Committee  will allocate the annual  nonelective  contributions  in the
         same ratio that each Participant's Compensation for the Plan Year bears
         to the total  Compensation of all  Participants  for the Plan Year. The
         allocation under this paragraph,  as a percentage of each Participant's
         Compensation may not exceed the applicable  percentage  (5.7%,  5.4% or
         4.3%) listed under the Maximum Disparity Table following Option (i).

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

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

[ ]      (h) FOUR-TIERED  INTEGRATED  ALLOCATION  FORMULA.  First,  the Advisory
         Committee  will allocate the annual  nonelective  contributions  in the
         same ratio that each Participant's Compensation for the Plan Year bears
         to the total  Compensation of all  Participants  for the Plan Year, but
         not exceeding 3% of each Participant's Compensation.

         As a second tier allocation,  the Advisory  Committee will allocate the
         nonelective  contributions  in the same ratio  that each  Participant's
         Excess  Compensation  for the  Plan  Year  bears  to the  total  Excess
         Compensation of all  Participants  for the Plan Year, but not exceeding
         3% of each Participant's Excess Compensation.

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

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

[ ]      (i)  EXCESS  COMPENSATION.  For  purposes  of Option  (f),  (g) or (h),
         "Excess  Compensation"  means  Compensation  in excess of the following
         Integration Level: (CHOOSE (1) OR (2))

         [ ] (1) ____%  (not  exceeding  100% ) of the  taxable  wage  base,  as
             determined  under Section 230 of the Social Security Act, in effect
             on the first day of the Plan Year:  (CHOOSE ANY  COMBINATION OF (I)
             AND (II) OR CHOOSE (III))

             [ ] (i) Rounded to  ____________________________(but  not exceeding
                 the taxable wage base).



                                       10
<PAGE>

             [ ] (ii) But not greater than $_______.

             [ ] (iii) Without any further adjustment or limitation.

         [ ] (2) $_________  [NOTE:  NOT EXCEEDING THE TAXABLE WAGE BASE FOR THE
             PLAN YEAR IN WHICH THIS ADOPTION AGREEMENT FIRST IS EFFECTIVE.]

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

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

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

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

20% (or $10.000, if greater) or less                 5.7%                         2.7%
</TABLE>

TOP HEAVY MINIMUM ALLOCATION - APPLICATION OF REQUIREMENT.  The Plan applies the
top heavy minimum allocation requirements of Section 3.04(B)(1):  (CHOOSE (J) OR
(K))

[ ]      {j) In all Plan  Years.  A  Participant  is  entitled  to the top heavy
         minimum allocation if he is employed by the Employer on the last day of
         the Plan Year, unless: (CHOOSE (1) OR (2))

         [ ] (1) No exceptions.

         [ ] (2) The Participant is a Key Employee for the Plan Year.  [NOTE: IF
             THE EMPLOYER SELECTS THIS OPTION (2), IT WILL HAVE TO DETERMINE FOR
             EACH PLAN YEAR WHO ARE THE KEY EMPLOYEES UNDER THE PLAN.]

[X]      (k) Only in Plan Years for which the Plan is top heavy.  A  Participant
         is entitled to the top heavy  minimum  allocation  if he is employed by
         the  Employer  on the  last day of the Plan  Year,  unless  he is a Key
         Employee.  [NOTE:  OPTION (K) WILL  REQUIRE THE  ADVISORY  COMMITTEE TO
         DETERMINE WHETHER THE PLAN IS TOP HEAVY FOR A PLAN YEAR.]

TOP  HEAVY  MINIMUM  ALLOCATION  -  METHOD  OF  COMPLIANCE.  If a  Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (CHOOSE (L) OR (M))

[X]      (1) The Employer will make any necessary additional contribution to the
         Participant's  Account,  as described in Section  3.04(B)(7)(a)  of the
         Plan.

[ ]      (m) The Employer  will satisfy the top heavy minimum  allocation  under
         the Paired Pension Plan the Employer also  maintains  under this Master
         Plan.  However,   the  Employer  will  make  any  necessary  additional
         contribution  to  satisfy  the  top  heavy  minimum  allocation  for an
         Employee  covered only under this Plan and not under the Paired Pension
         Plan. See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan which is not a Paired Pension Plan
offered under this Master Plan, the Employer may provide in an addendum to this
Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.



                                       11
<PAGE>

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan. The Advisory Committee must allocate all Employer
contributions and forfeitures to each Participant in the Plan, in accordance
with the elections in this Adoption Agreement Section 3.04, without regard to
which contributing related group member employs the Participant. A Participant's
Compensation includes Compensation from all related employers, irrespective of
which related employers are contributing to the Plan. The signatory Employer and
any Participating Employer(s) will satisfy any fixed matching contribution
formula under Adoption Agreement Section 3.01 as agreed upon by those Employers.

         3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation
required under Sections 5.04 or 9.14, the Advisory Committee will allocate a
Participant forfeiture in accordance with Section 3.04: (CHOOSE (A) OR (B); (C)
AND (D) ARE OPTIONAL IN ADDITION TO (A) OR (B))

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

[X]      (b) To reduce  the  Employer  matching  contributions  and  nonelective
         contributions for the Plan Year: (CHOOSE (1) OR (2))

         [ ] ( 1 ) in which the forfeiture occurs.

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

[X]      (c) To the extent attributable to matching contributions:  (CHOOSE (1),
         (2) OR (3))

         [X] (1) in the manner elected under Options (a) or (b).

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

             [ ] (i) in which the forfeiture occurs,

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

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

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

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

         [ ] (2) relate first to forfeitures described in Option ________.

Allocation of forfeited excess aggregate contributions. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (CHOOSE (E), (F) OR (G))

[X]      (e) To  reduce  Employer  matching  contributions  for the  Plan  Year:
         (CHOOSE (1) OR (2))

         [ ] (1) in which the forfeiture occurs.

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


                                       12
<PAGE>

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

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

         3.06 ACCRUAL OF BENEFIT.

         COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the
Employee first becomes a Participant, the Advisory Committee will determine the
allocation of any designated qualified nonelective contribution or nonelective
contribution by taking into account: (CHOOSE (A) OR (B))

[ ]      (a) The Employee's Compensation for the entire Plan Year.

[X]      (b) The  Employee's  Compensation  for the  portion of the Plan Year in
         which the  Employee  actually  is a  Participant  in the Plan,  except:
         (CHOOSE (1) OR (2))

         [X] (1) No exceptions.

         [ ] (2) For purposes of the first 3% of  Compensation  allocated  under
             Option  (e),  (g)  or  (h)  of  Adoption  Agreement  Section  3.04,
             whichever  applies,  the Advisory  Committee will take into account
             the Employee's Compensation for the entire Plan Year.

ACCRUAL REQUIREMENTS. To receive an allocation of designated qualified
nonelective contributions, nonelective contributions and Participant forfeitures
treated as nonelective contributions for the Plan Year, a Participant must
satisfy the accrual requirements of this paragraph. If the Participant is
employed by the Employer on the last day of the Plan Year, the Participant must
complete at least one Hour of Service for that Plan Year. If the Participant
terminates employment with the Employer during the Plan Year, the Participant
must complete at least 501 Hours of Service (not exceeding 5O1) during the Plan
Year, except: (Choose (c) or (d))

[ ]      (c) No exceptions.

[X]      (d) No  Hour  of  Service  requirement  if the  Participant  terminates
         employment  during the Plan Year on account of: (CHOOSE AT LEAST ONE OF
         (1), (2) AND (3))

         [X] (1} Death.

         [X] (2) Disability.

         [X] (3) Attainment of Normal Retirement Age in the current Plan Year or
             in a prior Plan Year.

SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. To receive an
allocation of matching contributions (and forfeitures applied to reduce matching
contributions) a Participant must satisfy the following condition(s):
(CHOOSE (E) OR ANY COMBINATION OF (F), (G) AND (H))

[X]      (e) No conditions other than making salary reduction contributions.

[ ]      (f)  The  accrual   requirements   prescribed   for  an  allocation  of
         nonelective contributions.

[ ]      (g) The  Participant  does not revoke his  salary  reduction  agreement
         effective during the Plan Year.



                                       13
<PAGE>

[x]      (h) The Participant is not a Highly  Compensated  Employee for the Plan
         Year. This Option (h) applies to: (CHOOSE (1) OR (2))

         [ ] (1) All matching contributions.

         [ ] (2) Matching  contributions  described  in  Option(s)  _________ of
             Adoption Agreement Section 3.O1.

         3.15 MORE THAN ONE PLAN  LIMITATION.  If the provisions of Section 3.15
apply,  the Excess Amount  attributed  co this Plan equals:  (CHOOSE (A), (B) OR
(C))

[ ]      (a) The product of:

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

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

[ ]      (b) The total Excess Amount.

[X]      (c) None of the Excess Amount.

[NOTE: IF THE EMPLOYER ADOPTS PAIRED PLANS AVAILABLE UNDER THIS MASTER PLAN, THE
EMPLOYER  MUST  COORDINATE  ITS  ELECTIONS  UNDER  SECTION 3.15 OF EACH ADOPTION
AGREEMENT.]

         3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION  OF  LIMITATION.  The  limitation  under  Section  3.18 of the Plan:
(CHOOSE (A) OR (B))

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

[ ]      (b) Applies to the Employer's  Plan. To the extent necessary to satisfy
         the limitation under Section 3.18, the Employer will reduce (CHOOSE (1)
         OR (2))

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

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

[NOTE: IF THE EMPLOYER  SELECTS (A), THE REMAINING  OPTIONS IN THIS SECTION 3.18
DO NOT APPLY TO THE EMPLOYER'S PLAN]

OVERRIDE OF 100% LIMITATION. The Employer elects: (CHOOSE (C) OR (D))

[ ]      (c) To apply the 100%  limitation  described in Section  3.19(1) of the
         Plan in all Limitation Years. [Note: This election will avoid having to
         calculate the Plan's top heavy ratio for any year,  unless the Employer
         has elected Adoption Agreement Section 3.04(k).]



                                       14
<PAGE>

[ ]      (d) Not to apply the 100% limitation for Limitation  Years in which the
         Plan's top heavy ratio {as  determined  under Section 1.33 of the Plan)
         does not exceed 90%, but only if the defined benefit plan satisfies the
         extra  minimum  benefit  requirements  of Code  ss.416(h)(2)  (and  the
         applicable   Treasury   regulations)  after  taking  into  account  the
         Employer's  election under Options (e), (f), (g) or (h) of this Section
         3.18. To determine the top heavy ratio, the Advisory Committee will use
         the following interest rate and mortality  assumptions to value accrued
         benefits  under a defined  benefit plan:  _____________________________
         _________________________________________________________  [Note:  This
         election  will require the Advisory  Committee to calculate  the Plan's
         top heavy ratio.]

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (e), (f), (g), or (h)

[ ]      (e) No modifications.

[ ]      (f) By substituting 4% for 3% in Paragraph (b) of Section 3.04(B)(1) or
         of Section 3.04(B)(2) of the Plan,  whichever applies, but only for any
         Plan Year in which Option (d) applies to override the 100% limitation.

[ ]      (g) By increasing  the top heavy minimum  allocation to 5% for any Plan
         Year in which the 100% limitation  applies,  and to 7 1/2% for any Plan
         Year in which Option (d) applies to override the 100%  limitation.  The
         increased  percentage  under this  Option (g) applies  irrespective  of
         whether  the highest  contribution  rate for the Plan Year is less than
         that increased percentage.

[ ]      (h) By  eliminating  the  top  heavy  minimum  allocation.  [Note:  The
         Employer  may not select this option (h) if the  defined  benefit  plan
         does not guarantee the top heavy minimum  benefit under Code ss.416 for
         every Participant in this Plan who is a Non-Key Employee.)

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

                                   ARTICILE IV
                            PARTICIPANT CONTRIBUTIONS

         4.01 PARTICIPANT NONDPDUCTIBLE  CONTRIBUTIONS.  The Plan (Choose (a) or
(b))

[X]      (a) Does not permit Participant nondeductible contributions.

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

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

[ ]      (c) No other allocation dates.

[ ]      (d) (Specify) _________________________________________________________
         ________________

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



                                       15
<PAGE>

                                    ARTICLE V
                   TERMINATION OF SERVICE - PARTICPANT VESTING

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

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

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

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

[ ]      (a) Does not apply.

[X]      (b) Applies to death.

[X]      (c) Applies to disability.

         5.03 VESTING SCHEDULE.

DEFERRED CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS
ACCOUNT/QUALIFIED NONELECTIVE CONTRIBUTIONS Account. A Participant has a 100%
nonforfeitable interest at all times in his Deferral Contribution Account, his
Qualified Matching Contributions Account and in his Qualified Nonelective
Contributions Account.

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

[ ]      (a) Immediate vesting. 100% Nonforfeitable at all times.

[X]      (b) Graduated Vesting Schedules.

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

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

     Less than 1..........   0%          Less than 1................   0%
          1...............   0%               1.....................   0%
          2...............  20%               2.....................  20%
          3...............  40%               3.....................  40%
          4...............  60%               4.....................  60%
          5...............  80%               5.....................  80%
          6 or more....... 100                6..................... 100%
                                              7 or more............. 100%



                                       16
<PAGE>

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

         [ ] (1) 100 % Nonforfeitable at all times.

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

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

[X]      (d) The Top Heavy Schedule under Option (b) (and, if applicable.  under
         Option (c)(2)) applies: (Choose (1) or (2))

         [ ] (1) Only in a Plan Year for which the Plan is top heavy.

         [ ] (2) In the Plan Year for which the Plan first is top heavy and then
             in all  subsequent  Plan Years.  [Note:  The Employer may nor elect
             Option (d) unless it has completed a Non Top Heavy Schedule.]

MINIMUM VESTING. (Choose (e) or (f)

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

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

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

[X]      (a) Does not apply.

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

         5.06 YEAR OF SERVICE - VESTING.

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

[X]      (a) Plan Years.

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



                                       17
<PAGE>

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

[X]      (c) 1,000 Hours of Service.

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

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

[ ]      (a) None other than as specified in Section 5.08(a) of the Plan.

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

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

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

                                   ARTICI.E VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

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

         6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution  date.  A  distribution  date under the Plan means THE FIRST DAY OF
EACH MONTH  _________________________________________  [Note:  The Employer must
specify the  appropriate  date(s).  The specified  distribution  dates primarily
establish  annuity starting dates and the notice and consent periods  prescribed
by the Plan. The Plan allows the Trustee ann administratively practicable period
of time to make the actual  distribution  relating to a particular  distribution
date.)

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

[ ]      (a) ___________________________________________________________________
         of the ___________________  Plan Year beginning after the Participant's
         Separation from Service.

[X]      (b) AS SOON AS  ADMINISTRATIVELY  FEASIBLE  following the Participant's
         Separation from Service.

[ ]      (c) ___________________________________________________________________
         of the Plan Year after the  Participant  incurs ___ Break(s) in Service
         (as defined in Article V).



                                       18
<PAGE>

[ ]      (d)  __________________________  following the Participant's attainment
         of Normal  Retirement Age, but not earlier than ________ days following
         his Separation from Service.

NONFORFEITABLE  ACCRUED BENEFIT EXCEEDS $3,500.  See the elections under Section
6.03.

DISABILITY.  The  distribution  date,  subject  to the  limitations  of  Section
6.01(A)(3), is: (Choose (e) or (f))

[ ]      (e)after the Participant terminates employment because of disability.

[X]      (f) The same as if the  Participant had terminated  employment  without
         disability.

HARDSHIP. (Choose (g) or (h))

[X]      (g) The Plan does not permit a hardship  distribution  to a Participant
         who has separated from Service.

[ ]      (h) The Plan permits a hardship  distribution  to a Participant who has
         separated  from Service in  accordance  with the hardship  distribution
         policy stated in: (Choose (1) or (2))

         [ ] (1) Section 6.01(A)(4) of the Plan.

         [ ] (2) Section 14.11 of the Plan.

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (i) or (j))

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

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

         6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT.  The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications:  (Choose (a) or
(b))

[X]      (a) No modifications.

[ ]      (b) The Plan permits the following annuity options: ___________________
         _______________________________________________________________________

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



                                       19
<PAGE>

         6.03 BENEFIT PAYMENT ELECTIONS.

PARTICIPANT  ELECTIONS  AFTER  SEPARATION  FROM SERVICE.  A  Participant  who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable  Accrued Benefit:  (Choose (a) or
(b))

[ ]      (a) As of any  distribution  date, but not earlier thanof the Plan Year
         beginning after the Participant's Separation from Service.

[X]      (b) As of the  following  date(s):  (Choose at least one of Options (1)
         through (5))

         [ ] (1) As of any distribution date after the close of the Plan Year in
             which the Participant attains Normal Retirement Age.

         [X] (2) Any distribution date following his Separation from Service.

         [ ] (3) Any  distribution  date in thePlan Year(s)  beginning after his
             Separation from Service.

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

         [ ] (5)  Any  distribution   date  following   attainment  of  age  and
             completion of at leastYears of Service (as defined in Article V).

         The  distribution:  events  described  in the  election(s)  made  under
Options (a) or (b) apply equally to all Accounts maintained for the Participant.

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (c) or at least one of (d)
through (f)

[ ]      (c) No distribution options prior to Separation from Service.

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

         [X] (1) Normal Retirement Age.

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

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

[X]      (f) Hardship. A Participant may elect a hardship  distribution prior to
         his   Separation   from  Service  in   accordance   with  the  hardship
         distribution  policy:  (Choose  (1) or (2);  (3) is  available  only in
         addirion to (1) or (2))

         [ ] (1) Under Section 6.01(A)(4) of the Plan.



                                       20
<PAGE>

         [X] (2) Under Section 14.11 of the Plan.

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

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - DEFERRAL CONTRIBUTIONS
ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE
CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (g) or at least one of (h)
or (i)

[ ]      (g) No distribution options prior to Separation from Service.

[X]      (h) Until he retires,  the  participant  has a  continuing  election to
         receivc all or any portion of these Accounts after he attains:  (Choose
         (1) or (2))

         [X] (1) The later of Normal Retirement Age or age 59 1/2.

         [ ] (2) Age (at least 59 1/2).

[X]      (i) Hardship. A Participant, prior to this Separation from Service, may
         elect  a  hardship   distribution   in  accordance  with  the  hardship
         distribution policy under Section 14.11 of the Plan.

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all of
the assets (within the meaning of code ss.409(d)(2) used in a trade or business
or sells a subsidiary (within the meaning of Code ss.409(d)(3)), a Participant
who continues employment with the acquiring corporation is eligible for
distribution from his Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account:
(Choose (j) or (k)).

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

[ ]      (k) As if he has a  Separation  from  Service.  After March 31, 1988, a
         distribution  authorized  solely  by  reason  of this  option  (k) must
         constitute a lump sum  distribution,  determined in a manner consistent
         with Code ss.401(k)(10) and the applicable Treasury regulations.

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

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

[ ]      (b) Apply to all Participants.

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

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

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



                                       21
<PAGE>

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

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

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

         [ ] (1) Apply Section 9.11 without modification

         [ ] (2) Use the segregated account approach described in Section 14.12.

         [ ] (3) Use the weighted  average  method  described in Section  l4.12,
             based on a weighing period.

         [X] (4) Treat as part of the relevant  Account at the  beginning of the
             valuation  period  100%  of  the  salary  reduction  contributions:
             (Choose (i) or (ii)).

             [X] (i) made during that valuation period.

             [ ] (ii) made by the Following specified time

[X]      (b) For matching  contributions,  the Advisory  Committee will: (Choose
         (1). (2) or (3))

         [ ] (1) Apply Section 9.11 without modification

         [ ] (2) Use the weighted  average  method  described in Section  14.12,
             based on a weighting period.

         [X] (3) Treat as part of the relevant  Account at the  beginning of the
             valuation  period  1OO%  of the  matching  contributions  allocated
             during the valuation period.

[ ]      (c) For Participant nondeductible contributions, the Advisory Committee
         will: (Choose (1), (2), (3) or (4))

         [ ] (1) Apply Section 9.11 without modification.

         [ ] (2) Use the segregated account approach described in Section 14.12.

         [ ] (3) Use the weighted  average  method  described in Section  14.12,
             based on a weighting period.

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

             [ ] (i) made during that valuation period.

             [ ] (ii) made by the following specified time: ____________________
                 _____.



                                       22
<PAGE>

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES


10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee must
value the Trust Fund on the following valuation date(s): (CHOOSE (A) OR (B))

[ ]      (a) No other mandatory valuation dates.

[X]      (b) (SPECIFY)  EVERY  BUSINESS DAY THE  FINANCIAL  MARKETS ARE OPEN AND
         AVAILABLE FUNDS ARE DEPOSITEED WITH THE TRUSTEE.
















                                       23
<PAGE>

                             EFFECTIVEDATE ADDENDUM
                              (RESTATED PLANS ONLY)

The Employer must complete this addendum only if the restated Effective Date
specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (CHOOSE WHICHEVER ELECTIONS APPLY)

[ ]      (a) COMPENSATION  DEFINITION.  The  Compensation  definition of Section
         1.12 (other than the $200,000  limitation)  is effective for Plan Years
         beginning after  _____________.  [NOTE: MAY NOT BE EFFECTIVE LATER THAN
         THE FIRST  DAY OF THE FIRST  PLAN  YEAR  BEGINNING  AFTER THE  EMPLOYER
         EXECUTES THIS ADOPTION AGREEMENT TO RESTATE THE PLAN FOR THE TAX REFORM
         ACT OF 1986, IF APPLICABLE.)

[X]      (b) ELIGIBILITY  CONDITIONS.  The eligibility  conditions  specified in
         Adoption  Agreement Section 2.01 are effective for Plan Years beginning
         after DECEMBER 31, 1997.

[ ]      (c) SUSPENSION OF YEARS OF SERVICE.  The suspension of Years of Service
         rule elected  under  Adoption  Agreement  Section 2.03 is effective for
         Plan Years beginning after ____________________.

[X]      (d)  CONTRIBUTION/ALLOCATION  FORMULA. The contribution formula elected
         under  Adoption  Agreement  Section  3.O1 and the method of  allocation
         elected  under  Adoption  Agreement  Section 3.04 is effective for Plan
         Years beginning after DECEMBER 31, 1997.

[ ]      (e) ACCRUAL REQUIREMENTS.  The accrual requirements of Section 3.06 are
         effective for Plan Years beginning after  _____________.  [NOTE: IF THE
         EFFECTIVE DATE IS LATER THAN PLAN YEAR'S  BEGINNING  AFTER DECEMBER 31,
         1989, THE ACCRUAL REQUIREMENTS IN THE PLAN PRIOR TO ITS RESTATEMENT MAY
         NOT BE MORE  RESTRICTIVE FOR POST-1989 PLAN YEARS THAN THE REQUIREMENTS
         PERMITTED UNDER ADOPTION AGREEMENT SECTION 3.06.)

[ ]      (f) ELIMINATION OF NET PROFITS. The requirement for the Employer not to
         have net profits to contribute to this Plan is effective for Plan Years
         beginning after ________________.  [NOTE: THE DATE SPECIFIED MAY NOT BE
         EARLIER THAN DECEMBER 31, 1985.]

[ ]      (g) VESTING  SCHEDULE.  The vesting  schedule  elected  under  Adoption
         Agreement  Section 5.03 is  effective  for Plan Years  beginning  after
         _________________.

[X]      (h) ALLOCATION OF EARNINGS.  The special allocation  provisions elected
         under  Adoption  Agreement  Section 9.11 are  effective  for Plan Years
         beginning after DECEMBER 31. 1997.

         For Plan Years prior to the special  Effective  Date,  the terms of the
Plan prior to its  restatement  under this Adoption  Agreement  will control for
purposes of the designated  provisions.  A special Effective Date may not result
in the delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.



                                       24
<PAGE>

                                 EXECUTION PAGE

         The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this 25 TH day of MARCH , 1998.

Name and EIN of Employer: ATS MONEY SYSTEMS, INC. 13-3442314

Signed: /s/ GERARD F. MURPHY
        ----------------------------------------------------
            Gerard F. Murrphy, President & CEO

Name(s) of Trustee: FIRST UNION NATIONAL BANK

Signed: /s/ ROY E. WILLIAMS, JR.
        ----------------------------------------------------
            Roy E. Williams, Jr., Group Vice President

Name of Custodian:__________________________________________
Signed:_____________________________________________________

[NOTE: A TRUSTEE IS MANDATORY, BUT A CUSTODIAN IS OPTIONAL. SEE SECTION 10.03 OF
THE PLAN.]

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

USE OF ADOPTION  AGREEMENT.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
3-digit  number  assigned to this Adoption  Agreement (see page 1) is solely for
the Master Plan  Sponsor's  record  keeping  purposes  and does not  necessarily
correspond to the plan number the Employer  designated  in the prior  paragraph.
The Master Plan Sponsor offers the following  Paired  Pension  Plan(s) with this
Paired Profit Sharing Plan,  identified by 3-digit  adoption  agreement  number:
___.

MASTER PLAN SPONSOR. The Master Plan Sponsor identified an the first page of the
basic plan document will notify all adopting  employers of any amendment of this
Master Plan or of any abandonment or  discontinuance  by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries  regarding the adoption of
the  Master  Plan,  the  Master  Plan  Sponsor's  intended  meaning  of any plan
provisions  or the  effect  of the  opinion  letter  issued to the  Master  Plan
Sponsor,  please  contact thc Master Plan Sponsor at the  following  address and
telephone number: 1200 TWO FIRST UNION CENTER, T-2 CHARLOTTE, NC 8288-1156 (704)
374-008.

RELIANCE ON OPINION  LETTER.  If the Employer  does not maintain  (and has never
maintained)  any other Plan other than this Plan and a Paired  Pension  Plan, it
may rely on the Master Plan  Sponsor's  opinion  letter  covering  this Plan for
purposes  of  plan  qualification.  For  this  purpose,  the  Employer  has  not
maintained  another plan if this Plan, or the Paired  Pension Plan,  amended and
restated  that  prior  plan and the prior  plan was the same type of plan as the
restated plan. If the Employer  maintains or has  maintained  another plan other
than a Paired Pension Plan, including a welfare benefit fund, as defined in Code
ss.419(e), which provides post-retirement medical benefits for key employees (as
defined in Code ss.419A(d)(3)),  or an individual medical account (as defined in
Code  ss.415(1)(2)),  the Employer may not rely on this Plan's  qualified status
unless it obtains a  determination  letter from the  applicable IRS Key District
office.



                                       25
<PAGE>



                       APPENDIX B TO GENERAL INSTRUCTIONS
                 CHECKLIST OF EMPLOYER ADMINISTRATIVE ELECTIONS

The Prototype Plan permits the adopting employer (or the advisory committee) to
make certain administrative elections not reflected in the adoption agreement.
This form lists those administrative elections and provides a means of recording
your decision.

1.       Section  1.09 - Definition  of highly  compensated  employee.  The plan
         permits the employer to make a calendar  year  election for purposes of
         identifying highly compensated employees.

         [X] The plan will use the calendar year election.
         [ ] The plan will not use the calendar year election.

2.       Section 1.12(B) -  Nondiscriminationdefinition  of  compensation.  When
         testing discrimination under the plan, the plan permits the employer to
         elect to "gross  up" an  employees  compensation  by the  amount of his
         elective contributions for the year.

         [X] The plan will "gross up" compensation for elective contributions.
         [ ] The plan will exclude elective contributions.

         [NOTE: This election solely is for purposes of testing  discrimination.
         The election does not affect the  employer's  election under Option (a)
         or (b) of Adoption Agreement Section 1.12. The elections under Adoption
         Agreement  Section 1.12 apply to the  definition  of  compensation  for
         purposes  of  making   allocations   of  employer   contributions   and
         participant forfeitures.]

3.       Section 4.03. Rollover contributions.

         [X] The plan accepts rollover contributions.
         [ ] The plan does not accept rollover contributions.

4.       Section 7.04. If your plan has a  discretionary  trustee,  Section 7.04
         authorizes  the  employer  to enter into a written  agreement  with the
         trustee  permitting the employer to direct  investments.  Legal counsel
         should assist you in this arrangement.

5.       Section 8.10. If the trustee agrees,  the plan  authorizes  participant
         direction of investment.  The adopting employer, the advisory committee
         and the trustee  should  agree to the  conditions  and  limitations  of
         participant  direction of  investment.  Legal counsel should assist you
         with this election.

         [X] The plan will permit participant direction of investment.
         [ ] The plan will not permit participant direction of investment.

6.       Section 9.04.  The plan  authorizes  the advisory  committee to adopt a
         written loan policy to permit participant loans.

         [X] The plan will permit participant loans.
         [ ] The plan will not permit participant loans.

7.       Section  11.01.  The plan may invest in life  insurance  on behalf of a
         participant's account, subject to participant consent.

         [ ] The plan will invest in life insurance contracts.
         [X] The   plan   will  not   invest   in  life   insurance   contracts.

                                 ***************