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                                  EXHIBIT 10.13

                              AMENDED AND RESTATED

                        INTRUSION.COM 401(k) SAVINGS PLAN

WHEREAS, Intrusion.com, Inc. (hereinafter referred to as the "Employer")
heretofore adopted the Intrusion.com 401(k) Savings Plan (hereinafter
referred to as the "Plan") for the benefit of its eligible Employees; and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, the Employer desires to amend the Plan; and

WHEREAS, it is intended that the Plan is to continue to be a qualified plan
under Section 401(a) of the Internal Revenue Code for the exclusive benefit
of the Participants and their Beneficiaries;

NOW, THEREFORE, the Plan is hereby amended by restating the Plan in its
entirety as follows:

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                                TABLE OF CONTENTS

ARTICLE ONE--DEFINITIONS
     1.1      Account
     1.2      Administrator
     1.3      Beneficiary
     1.4      Break in Service
     1.5      Code
     1.6      Compensation
     1.7      Disability
     1.8      Effective Date
     1.9      Employee
     1.10     Employer
     1.11     Employment Date
     1.12     Highly-Compensated Employee
     1.13     Hour of Service
     1.14     Leased Employee
     1.15     Nonhighly-Compensated Employee
     1.16     Normal Retirement Date
     1.17     Participant
     1.18     Plan
     1.19     Plan Year
     1.20     Trust
     1.21     Trustee
     1.22     Valuation Date
     1.23     Year of Service

ARTICLE TWO--SERVICE DEFINITIONS AND RULES
     2.1      Year of Service
     2.2      Break in Service
     2.3      Leave of Absence
     2.4      Hours of Service on Return to Employment
     2.5      Service in Excluded Job Classifications or with Related Companies

ARTICLE THREE--PLAN PARTICIPATION
     3.1      Participation
     3.2      Re-employment of Former Participant
     3.3      Termination of Eligibility

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ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS,
              ROLLOVERS AND TRANSFERS FROM OTHER PLANS
     4.1      Elective Deferrals
     4.2      Employer Contributions
     4.3      Rollovers and Transfers of Funds from Other Plans
     4.4      Timing of Contributions

ARTICLE FIVE--ACCOUNTING RULES
     5.1      Investment of Accounts and Accounting Rules
     5.2      Participants Omitted in Error

ARTICLE SIX--VESTING, RETIREMENT AND DISABILITY BENEFITS
     6.1      Vesting
     6.2      Forfeiture of Nonvested Balance
     6.3      Return to Employment Before Distribution of Vested Account Balance
     6.4      Normal Retirement
     6.5      Disability

ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS
     7.1      Manner of Payment
     7.2      Time of Commencement of Benefit Payments
     7.3      Furnishing Information
     7.4      Minimum Distribution Rules for Installment Payments
     7.5      Amount of Death Benefit
     7.6      Designation of Beneficiary
     7.7      Distribution of Death Benefits
     7.8      Eligible Rollover Distributions

ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS
     8.1      Loans
     8.2      Hardship Distributions
     8.3      Withdrawals After Age 59-1/2

ARTICLE NINE--ADMINISTRATION OF THE PLAN
     9.1      Plan Administration
     9.2      Claims Procedure
     9.3      Trust Agreement

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ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS
    10.1      Distribution of Excess Elective Deferrals
    10.2      Limitations on 401(k) Contributions
    10.3      Nondiscrimination Test for Employer Matching Contributions
    10.4      Limitation on the Multiple Use Alternative

ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS
    11.1      Rules and Definitions

ARTICLE TWELVE--AMENDMENT AND TERMINATION
    12.1      Amendment
    12.2      Termination of the Plan

ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS
     13.1 Applicability
     13.2 Definitions
     13.3 Allocation of Employer Contributions and Forfeitures for a Top-Heavy
          Plan Year
     13.4 Vesting

ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS
    14.1      Plan Does Not Affect Employment
    14.2      Successor to the Employer
    14.3      Repayments to the Employer
    14.4      Benefits not Assignable
    14.5      Merger of Plans
    14.6      Investment Experience not a Forfeiture
    14.7      Distribution to Legally Incapacitated
    14.8      Construction
    14.9      Governing Documents
    14.10     Governing Law
    14.11     Headings
    14.12     Counterparts
    14.13     Location of Participant or Beneficiary Unknown

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ARTICLE FIFTEEN--MULTIPLE EMPLOYER PROVISIONS
    15.1      Adoption of the Plan
    15.2      Service
    15.3      Plan Contributions
    15.4      Transferring Employees
    15.5      Delegation of Authority
    15.6      Termination

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                            ARTICLE ONE--DEFINITIONS

For purposes of the Plan, unless the context or an alternative definition
specified within another Article provides otherwise, the following words and
phrases shall have the definitions provided:

1.1 "ACCOUNT" shall mean the individual bookkeeping accounts maintained for a
Participant under the Plan which shall record (a) the Participant's
allocations of Employer contributions, (b) amounts of Compensation deferred
to the Plan pursuant to the Participant's election, (c) any amounts
transferred to this Plan under Section 4.3 from another qualified retirement
plan, and (d) the allocation of Trust investment experience.

1.2 "ADMINISTRATOR" shall mean the Plan Administrator appointed from time to
time in accordance with the provisions of Article Nine hereof.

1.3 "BENEFICIARY" shall mean any person, trust, organization, or estate
entitled to receive payment under the terms of the Plan upon the death of a
Participant.

1.4 "BREAK IN SERVICE" shall mean the twelve (12)-month computation period
specified in Article Two.

1.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

1.6 "COMPENSATION" shall mean the compensation paid to a Participant by the
Employer for the Plan Year, but exclusive of stock options, car allowances,
relocation reimbursements, any program of deferred compensation or additional
benefits payable other than in cash and any compensation received prior to
his becoming a Participant in the Plan. Compensation shall include any
amounts deferred under a salary reduction agreement in accordance with
Section 4.1 or under a Code Section 125 plan maintained by the Employer.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each Participant taken into account under the Plan shall not
exceed the OBRA `93 annual compensation limit. The OBRA `93 annual
compensation limit is $150,000, as adjusted by the Secretary of the Treasury
or his delegate for increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect
for a calendar year applies to any period, not exceeding twelve (12) months,
over which Compensation is determined (determination period) beginning in
such calendar year. If a determination period consists of fewer than twelve
(12) months, the OBRA `93 annual compensation limit shall be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is twelve (12).

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Any reference in the Plan to the limitation under Section 401(a)(17) of the
Code shall mean the OBRA `93 annual compensation limit set forth in this
provision.

If Compensation for any prior determination period is taken into account in
determining a Participant's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA `93
annual compensation limit in effect for that prior determination period.

For purposes of determining who is a Highly-Compensated Employee,
Compensation shall mean compensation as defined in Code Section 414(q)(7).

1.7 "DISABILITY." Disability shall mean a "permanent and total" disability
incurred by a Participant while in the employ of the Employer. For this
purpose, a permanent and total disability shall mean suffering from a
physical or mental condition that, in the opinion of the Administrator and
based upon appropriate medical advice and examination, can be expected to
result in death or can be expected to last for a continuous period of no less
than twelve (12) months. The condition must be determined by the
Administrator to prevent the Participant from engaging in substantial gainful
employment. Receipt of a Social Security disability award shall be deemed
proof of disability.

1.8 "EFFECTIVE DATE." The Effective Date of this restated Plan, on and after
which it supersedes the terms of the existing Plan document, is April 1,
1997, except where the provisions of the Plan shall otherwise specifically
provide. The rights of any Participant who separated from the Employer's
Service prior to this date shall be established under the terms of the Plan
and Trust as in effect at the time of the Participant's separation from
Service, unless the Participant subsequently returns to Service with the
Employer. Rights of spouses and Beneficiaries of such Participants shall also
be governed by those documents.

1.9 "EMPLOYEE" shall mean a common law employee of the Employer who, for the
entire period of his employment, was also treated as a common law employee on
the payroll records of the Employer.

1.10 "EMPLOYER" shall mean Intrusion.com, Inc. and any subsidiary or
affiliate which is a member of its "related group" (as defined in Section
2.5) which has adopted the Plan (a "Participating Affiliate"), and shall
include any successor(s) thereto which adopt this Plan. Any such subsidiary
or affiliate of Intrusion.com, Inc. may adopt the Plan with the approval of
its board of directors (or noncorporate counterpart) subject to the approval
of Intrusion.com, Inc. The provisions of this Plan shall apply equally to
each Participating Affiliate and its Employees except as specifically set
forth in the Plan; provided, however, notwithstanding any other provision of
this Plan, the amount and timing of contributions under Article 4 to be made
by any Employer which is a Participating Affiliate shall be made subject to
the approval of Intrusion.com, Inc. For purposes hereof, each Participating
Affiliate shall be deemed to have appointed Intrusion.com, Inc. as its agent
to act on its behalf in all matters relating to the administration,
amendment, termination of the Plan and the investment of the assets of the
Plan. For purposes of the Code and ERISA, the Plan as maintained by

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Intrusion.com, Inc. and the Participating Affiliates shall constitute a
single plan rather than a separate plan of each Participating Affiliate. All
assets in the Trust shall be available to pay benefits to all Participants
and their Beneficiaries.

1.11 "EMPLOYMENT DATE" shall mean the first date as of which an Employee is
credited with an Hour of Service, provided that, in the case of a Break in
Service, the Employment Date shall be the first date thereafter as of which
an Employee is credited with an Hour of Service.

1.12 "HIGHLY-COMPENSATED EMPLOYEE" shall mean any Employee of the Employer
who:

     (a)  was a five percent (5%) owner of the Employer (as defined in Code
          Section 416(i)(1)) during the "determination year" or "look-back
          year"; or

     (b)  earned more than $80,000 (as increased by cost-of-living adjustments)
          of Compensation from the Employer during the "look-back year" and, if
          the Employer elects, was in the top twenty percent (20%) of Employees
          by Compensation for such year.

An Employee who separated from Service prior to the "determination year"
shall be treated as a Highly-Compensated Employee for the "determination
year" if such Employee was a Highly-Compensated Employee when such Employee
separated from Service, or was a Highly-Compensated Employee at any time
after attaining age fifty-five (55).

For purposes of this Section, the "determination year" shall be the Plan Year
for which a determination is being made as to whether an Employee is a
Highly-Compensated Employee. The "look-back year" shall be the twelve (12)
month period immediately preceding the "determination year". However, if
permitted by applicable law and if the Employer shall elect, the "look-back
year" shall be the calendar year ending with or within the Plan Year for
which testing for the determination of which Employees are Highly-Compensated
Employees is being performed, and the "determination year" (if applicable)
shall be the period of time, if any, which extends beyond the "look-back
year" and ends on the last day of the Plan Year for which such testing is
being performed (the "lag period"). If the "lag period" is less than twelve
(12) months, the dollar threshold amounts specified in (b) above shall be
pro-rated based upon the number of months in the "lag period".

1.13  "HOUR OF SERVICE" shall mean:

     (a)  each hour for which an Employee is paid or entitled to payment for the
          performance of duties for the Employer. These hours shall be credited
          to the Employee for the computation period in which the duties are
          performed; and

     (b)  each hour for which an Employee is paid, or entitled to payment, by
          the Employer on account of a period of time during which no duties are
          performed (irrespective of whether the employment relationship has
          terminated) due to vacation, holiday, illness, incapacity (including
          disability), layoff, jury duty, involuntary military duty, or leave of
          absence. No more than five hundred and one (501) Hours of Service
          shall be credited under this

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          subsection for any single continuous period during which no duties
          are performed (whether or not such period occurs in a single
          computation period). Hours under this subsection shall be calculated
          and credited pursuant to Section 2530.200b-2(b) and (c) of the
          Department of Labor Regulations which are incorporated herein by this
          reference; and

     (c)  each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same Hours of
          Service shall not be credited both under subsection (a) or subsection
          (b), as the case may be, and under this subsection (c). These hours
          shall be credited to the Employee for the computation period or
          periods to which the award or agreement pertains rather than the
          computation period in which the award, agreement, or payment is made.

In crediting Hours of Service for Employees who are paid on an hourly basis,
the "actual" method shall be utilized. For this purpose, the "actual" method
shall mean the determination of Hours of Service from records of hours worked
and hours for which the Employer makes payment or for which payment is due
from the Employer, subject to the limitations enumerated above. In crediting
Hours of Service for Employees who are not paid on an hourly basis, the
"weeks of employment" method shall be utilized. Under this method, an
Employee shall be credited with forty-five (45) Hours of Service for each
week for which the Employee would be required to be credited with at least
one (1) Hour of Service pursuant to the provisions enumerated above.

1.14 "LEASED EMPLOYEE" shall mean any person who, pursuant to an agreement
between the Employer and any other person or organization, has performed
services for the Employer (determined in accordance with Code Section
414(n)(6)) on a substantially full-time basis for a period of at least one
(1) year and where such services are performed under the primary direction
and control of the Employer. A person shall not be considered a Leased
Employee if the total number of Leased Employees does not exceed twenty
percent (20%) of the Nonhighly-Compensated Employees employed by the
Employer, and if any such person is covered by a money purchase pension plan
providing (a) a nonintegrated employer contribution rate of at least ten
percent (10%) of compensation, as defined in Section 11.1(b)(2) of the Plan
but including amounts contributed pursuant to a salary reduction agreement
which are excludable from the employee's gross income under Code Sections
125, 402(g) or 403(b), (b) immediate participation, and (c) full and
immediate vesting.

1.15 "NONHIGHLY-COMPENSATED EMPLOYEE" shall mean an Employee of the Employer
who is not a Highly-Compensated Employee.

1.16 "NORMAL RETIREMENT DATE" shall mean a Participant's sixty-fifth (65th)
birthday or, if later, the fifth (5th) anniversary of the Participant's
commencement of initial Plan participation.

1.17 "PARTICIPANT" shall mean any Employee who has satisfied the eligibility
requirements of Article Three and who is participating in the Plan.

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1.18 "PLAN" shall mean the Amended and Restated Intrusion.com 401(k) Savings
Plan, as set forth herein and as may be amended from time to time.

1.19 "PLAN YEAR" shall mean the twelve (12)-consecutive month period
beginning January 1 and ending December 31.

1.20 "TRUST" shall mean the Trust Agreement entered into between the Employer
and the Trustee forming part of this Plan, together with any amendments
thereto. "Trust Fund" shall mean any and all property held by the Trustee
pursuant to the Trust Agreement, together with income therefrom.

1.21 "TRUSTEE" shall mean the Trustee or Trustees appointed by the Employer,
and any successors thereto.

1.22 "VALUATION DATE" shall mean the date or dates established by the
Administrator for the valuation of the assets of the Plan. In no event shall
the assets of the Plan be valued less frequently than once each Plan Year.

1.23 "YEAR OF SERVICE" OR "SERVICE" and the special rules with respect to
crediting Service are in Article Two of the Plan.

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                   ARTICLE TWO--SERVICE DEFINITIONS AND RULES

Service is the period of employment credited under the Plan. Definitions and
special rules related to Service are as follows:

2.1 YEAR OF SERVICE. An Employee shall be credited with a Year of Service for
each Plan Year in which he is credited with at least one thousand (1,000)
Hours of Service.

Any Employee who was employed by Essential Communications Corporation
("Essential Communications") as of the date of its acquisition by the
Employer, shall be credited with any prior service with Essential
Communications in determining such Employee's Year(s) of Service.

Any Employee who was employed by Science Applications International
Corporation ("SAIC") as of the date of the Employer's acquisition of certain
operating assets of SAIC, shall be credited with any prior service with SAIC
in determining such Employee's Year(s) of Service.

2.2 BREAK IN SERVICE. A Break in Service shall be a twelve (12)-month
computation period (as used for measuring Years of Service) in which an
Employee or Participant is not credited with at least five hundred and one
(501) Hours of Service.

2.3 LEAVE OF ABSENCE. A Participant on an unpaid leave of absence pursuant to
the Employer's normal personnel policies shall be credited with Hours of
Service at his regularly-scheduled weekly rate while on such leave, provided
the Employer acknowledges in writing that the leave is with its approval.
These Hours of Service shall be credited only for purposes of determining if
a Break in Service has occurred and, unless specified otherwise by the
Employer in writing, shall not be credited for eligibility to participate in
the Plan, vesting, or qualification to receive an allocation of Employer
contributions. Hours of Service during a paid leave of absence shall be
credited as provided in Section 1.13.

For any individual who is absent from work for any period by reason of the
individual's pregnancy, birth of the individual's child, placement of a child
with the individual in connection with the individual's adoption of the
child, or by reason of the individual's caring for the child for a period
beginning immediately following such birth or adoption, the Plan shall treat
as Hours of Service, solely for determining if a Break in Service has
occurred, the following Hours of Service:

     (a)  the Hours of Service which otherwise normally would have been credited
          to such individual but for such absence; or

     (b)  in any case where the Administrator is unable to determine the Hours
          of Service, on the basis of an assumed eight (8) hours per day.

In no event shall more than five hundred and one (501) of such hours be credited
by reason of such period of absence. The Hours of Service shall be credited in
the computation period (used for

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measuring Years of Service) which starts after the leave of absence begins.
However, the Hours of Service shall instead be credited in the computation
period in which the absence begins if it is necessary to credit the Hours of
Service in that computation period to avoid the occurrence of a Break in
Service.

2.4 HOURS OF SERVICE ON RETURN TO EMPLOYMENT. An Employee who returns to
employment after a Break in Service shall retain credit for his pre-Break
Years of Service; provided, however, that if a Participant incurs five (5) or
more consecutive Breaks in Service, any Years of Service performed thereafter
shall not be used to increase the nonforfeitable interest in his Account
accrued prior to such five (5) or more consecutive Breaks in Service.

2.5  SERVICE IN EXCLUDED JOB CLASSIFICATIONS OR WITH RELATED COMPANIES.

          (a)  SERVICE WHILE A MEMBER OF AN INELIGIBLE CLASSIFICATION OF
               EMPLOYEES. An Employee who is a member of an ineligible
               classification of Employees shall not be eligible to participate
               in the Plan while a member of such ineligible classification.
               However, if any such Employee is transferred to an eligible
               classification, such Employee shall be credited with any prior
               periods of Service completed while a member of such an ineligible
               classification both for purposes of determining his Years of
               Service and his "Months of Service" under Section 3.1. For this
               purpose, an Employee shall be considered a member of an
               ineligible classification of Employees for any period during
               which: (i) he is a Leased Employee; or (ii) he is employed in a
               job classification which is excluded from participating in the
               Plan under Section 3.1 below.

          (b)  SERVICE WITH RELATED GROUP MEMBERS. For each Plan Year in which
               the Employer is a member of a "related group", as hereinafter
               defined, all Service of an Employee with any one or more members
               of such related group shall be treated as employment by the
               Employer for purposes of determining the Employee's Years of
               Service under Section 2.1 and his Months of Service under Section
               3.1. The transfer of employment by any such Employee to another
               member of the related group shall not be deemed to constitute a
               retirement or other termination of employment by the Employee for
               purposes of the Plan, but the Employee shall be deemed to have
               continued in employment with the Employer for purposes hereof.
               For purposes of this subsection (b), "related group" shall mean
               the Employer and all corporations, trades or businesses (whether
               or not incorporated) which constitute a controlled group of
               corporations with the Employer, a group of trades or businesses
               under common control with the Employer, or an affiliated service
               group which includes the Employer, within the meaning of Section
               414(b), Section 414(c), or Section 414(m), respectively, of the
               Code or any other entity required to be aggregated under Code
               Section 414(o).

          (c)  CONSTRUCTION. This Section is included in the Plan to comply with
               the Code provisions regarding the crediting of Service, and not
               to extend any additional rights to Employees in ineligible
               classifications other than as required by the Code and
               regulations thereunder.

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                        ARTICLE THREE--PLAN PARTICIPATION

3.1 PARTICIPATION. All Employees participating in the Plan prior to the
Plan's restatement shall continue to participate, subject to the terms hereof.

Each other Employee shall become a Participant under the Plan effective as of
the first day of the month following the Employee's Employment Date.

In no event, however, shall any Employee (or other individual) participate
under the Plan while he is: (i) employed as an independent contractor on the
payroll records of the Employer (regardless of any subsequent
reclassification by the Employer, any governmental agency or court); (ii)
employed as a Leased Employee; or (iii) employed as a nonresident alien who
receives no earned income (within the meaning of Section 911(d)(2) of the
Code) from the Employer which constitutes income from sources within the
United States (within the meaning of Section 816(a)(3) of the Code).

Notwithstanding the foregoing provisions of this Section 3.1, any Employee
who was employed by Essential Communications Corporation ("Essential
Communications") as of the date of its acquisition by the Employer, shall be
credited with any prior service with Essential Communications in determining
such Employee's Month(s) of Service. In this regard, any such Employee who
was credited with at least three (3) Months of Service pursuant to the
preceding sentence, shall become a Participant under the Plan as of May 29,
1998, or as soon as administratively practical thereafter, subject to the
terms hereof.

Notwithstanding the foregoing provisions of this Section 3.1, any Employee
who was employed by Science Applications International Corporation ("SAIC")
as of the date of the Employer's acquisition of certain operating assets of
SAIC, shall be credited with any prior service with SAIC in determining such
Employee's Month(s) of Service. In this regard, any such Employee who was
credited with at least three (3) Months of Service pursuant to the preceding
sentence, shall become a Participant under the Plan as of October 1, 1998, or
as soon as administratively practical thereafter, subject to the terms
hereof."

3.2 RE-EMPLOYMENT OF FORMER PARTICIPANT. A Participant whose participation
ceased because of termination of employment with the Employer shall
participate as soon as administratively possible following his re-employment.

3.3 TERMINATION OF ELIGIBILITY. In the event a Participant is no longer a
member of an eligible class of Employees and he becomes ineligible to
participate, such Employee shall participate as soon as administratively
possible following his return to an eligible class of Employees.

In the event an Employee who is not a member of an eligible class of
Employees becomes a member of an eligible class, such Employee shall
participate as soon as administratively possible thereafter, if such Employee
has satisfied the eligibility requirements of Section 3.1 and would have
otherwise previously become a Participant.

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            ARTICLE FOUR--ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS,
                    ROLLOVERS AND TRANSFERS FROM OTHER PLANS

4.1  ELECTIVE DEFERRALS.

      (a)     ELECTIONS. A Participant may elect to defer a portion of his
              Compensation for a Plan Year. The amount of a Participant's
              Compensation that is deferred in accordance with the Participant's
              election shall be withheld by the Employer from the Participant's
              Compensation on a ratable basis throughout the Plan Year. The
              amount deferred on behalf of each Participant shall be contributed
              by the Employer to the Plan and allocated to the Participant's
              Account.

      (b)     CHANGES IN ELECTION. A Participant may prospectively elect to
              change or revoke the amount (or percentage) of his elective
              deferrals during the Plan Year by filing a written election with
              the Employer, or via a telephone "voice response" system
              designated by the Administrator, provided that a written
              confirmation is forwarded in response to such oral request.

      (c)     LIMITATIONS ON DEFERRALS. No Participant shall defer an amount
              which exceeds $9,500 (or such amount as adjusted for
              cost-of-living increases under Section 402(g) of the Code) for any
              calendar year ending with or within the Plan Year.

      (d)     ADMINISTRATIVE RULES. All elections made under this Section 4.1,
              including the amount and frequency of deferrals, shall be subject
              to the rules of the Administrator which shall be consistently
              applied and which may be changed from time to time.

4.2  EMPLOYER CONTRIBUTIONS.

     (a)  EMPLOYER MATCHING CONTRIBUTIONS. For each Plan Year, the Employer may
          contribute to the Plan, on behalf of each Participant, a discretionary
          matching contribution equal to a percentage (as determined by the
          Employer's board of directors) of the elective deferrals made by each
          such Participant. The amount, if any, of the Employer matching
          contribution for any Plan Year shall be made at the discretion of the
          board of directors of the Employer. The Employer's board of directors
          may also determine to suspend or reduce its contributions under this
          Section for any Plan Year or any portion thereof. Allocations under
          this Section shall be subject to the special rules of Section 13.3 in
          any Plan Year in which the Plan is a Top-Heavy Plan (as defined in
          Section 13.2(c)).

          Notwithstanding the foregoing provisions of this Section 4.2(a),
          if a Participant's elective deferrals for a Plan Year reach the
          maximum amount set out in Section 4.1(c) and, as a result, the
          Participant is not eligible to make elective deferrals to the Plan
          for the balance of such Plan Year, if such Participant is employed
          by the Employer on the last day of such Plan Year, such
          Participant shall receive a supplemental matching contribution
          following the close of such Plan Year in an amount equal to the
          percentage (as determined by the Employer's board of directors for
          such Plan Year) of the Participant's Compensation

<PAGE>

          contributed to the Plan as elective deferrals for such Plan Year,
          minus the amount of the Employer matching contribution previously
          made on behalf of such Participant for such Plan Year.

     (b)  ADDITIONAL EMPLOYER CONTRIBUTIONS. Additional Employer contributions
          may be made at the discretion of the Employer's board of directors for
          any Plan Year, subject to limits for tax deductions under the Code and
          provided that the special allocation in Section 13.3 has been
          satisfied if the Plan is a Top-Heavy Plan (as defined in Section
          13.2(c)).

     (c)  ELIGIBILITY FOR ADDITIONAL EMPLOYER CONTRIBUTIONS. To be eligible for
          an allocation of additional Employer contributions under Section
          4.2(b) for a Plan Year, a Participant must have been credited with at
          least one thousand (1,000) Hours of Service in the Plan Year;
          provided, however, that if the Participant's failure to be credited
          with at least one thousand (1,000) Hours of Service is due to the
          Participant's Disability, death or retirement on or after his Normal
          Retirement Date during the Plan Year, such Participant shall
          nevertheless be entitled to share in the allocation of any additional
          Employer contributions for such Plan Year.

     (d)  ALLOCATION OF ADDITIONAL EMPLOYER CONTRIBUTIONS. Any contribution made
          under Section 4.2(b) shall be allocated among the Accounts of eligible
          Participants in accordance with the ratio that each such eligible
          Participant's Compensation bears to the total Compensation of all such
          eligible Participants for the Plan Year.

     (e)  Notwithstanding anything herein to the contrary, in any situation
          where the exclusion of certain Participants from receiving an
          allocation of any additional Employer contributions hereunder would
          result in the Plan failing to satisfy minimum coverage requirements
          under applicable provisions of the Code or income tax regulations,
          then the following shall apply:

          (1)    Such affected Participants shall receive an allocation of
                 additional Employer contributions in order of priority
                 based upon the number of Hours of Service rendered during
                 the Plan Year by each Participant, so that an individual
                 Participant who has rendered more Hours of Service during
                 the Plan Year shall be first deemed an eligible
                 Participant, and so on, until the minimum required number
                 of eligible Participants is reached to satisfy the
                 requirements for qualification of this Plan.

          (2)    If two individuals referred to in subsection (1) have the
                 same number of Hours of Service, then they shall be deemed
                 eligible Participants in order of a priority based upon the
                 earliest Employment Date with the Employer.

4.3 ROLLOVERS AND TRANSFERS OF FUNDS FROM OTHER PLANS. With the approval of
the Administrator, there may be paid to the Trustee amounts which have been
held under other plans qualified under Code Section 401 either (a) maintained
by the Employer which have been discontinued or terminated with respect to
any Employee, or (b) maintained by another employer with respect to which any
Employee has ceased to participate. Any such transfer or rollover may also be
made by means of an Individual Retirement Account qualified under Section 408
of the Code, where the Individual Retirement Account was used as a conduit
from the former plan. Any amounts so

<PAGE>

transferred on behalf of any Employee shall be nonforfeitable and shall be
maintained under a separate Plan account, to be paid in addition to amounts
otherwise payable under this Plan. The amount of any such account shall be
equal to the fair market value of such account as adjusted for income,
expenses, gains, losses, and withdrawals attributable thereto.

Notwithstanding anything contained herein to the contrary, in no event shall
the Administrator accept on behalf of any Employee a transfer of funds from a
qualified plan which would subject the Plan to the provisions of Section
401(a)(11) of the Code.

An Employee who would otherwise be eligible to participate in the Plan but
for the failure to satisfy the age and/or service requirement for
participation as set forth under Section 3.1, shall be eligible to complete a
rollover to the Plan. Such an Employee shall also be eligible to obtain a
loan or withdrawal in accordance with the provisions of Article Eight prior
to satisfying such age and/or service requirement.

4.4 TIMING OF CONTRIBUTIONS. Employer contributions shall be made to the Plan
no later than the time prescribed by law for filing the Employer's Federal
income tax return (including extensions) for its taxable year ending with or
within the Plan Year. Elective deferrals under Section 4.1 shall be paid to
the Plan as soon as administratively possible, but no later than the time
prescribed by applicable law, following receipt of such deferrals by the
Administrator.

<PAGE>

                         ARTICLE FIVE--ACCOUNTING RULES

5.1  INVESTMENT OF ACCOUNTS AND ACCOUNTING RULES.

     (a)  INVESTMENT FUNDS. The investment of Participants' Accounts shall be
          made in a manner consistent with the provisions of the Trust. The
          Administrator, in its discretion, may allow the Trust to provide for
          separate funds for the directed investment of each Participant's
          Account, including an Employer stock fund.

     (b)  PARTICIPANT DIRECTION OF INVESTMENTS. In the event Participants'
          Accounts are subject to their investment direction, each Participant
          may direct how his Account is to be invested among the available
          investment funds in the percentage multiples established by the
          Administrator. In the event a Participant fails to make an investment
          election, with respect to all or any portion of his Account, the
          Trustee shall invest all or such portion of his Account in the
          investment fund to be designated by the Administrator. A Participant
          may change his investment election, with respect to future
          contributions and, if applicable, forfeitures, and/or amounts
          previously accumulated in the Participant's Account, in writing, on
          such form as the Administrator shall specify, or via a telephone
          "voice response" system designated by the Administrator, provided that
          a written confirmation is forwarded in response to such oral request.
          Any such change in a Participant's investment election shall be
          effective at such time as may be prescribed by the Administrator. If
          the Plan's recordkeeper or investment manager is changed, the
          Administrator may suspend the Participants' investment direction of
          their Accounts.

     (c)  ALLOCATION OF INVESTMENT EXPERIENCE. As of each Valuation Date, the
          investment fund(s) of the Trust shall be valued at fair market value,
          and the income, loss, appreciation and depreciation (realized and
          unrealized), and any paid expenses of the Trust attributable to such
          fund shall be apportioned among Participants' Accounts within the fund
          based upon the value of each Account within the fund as of the
          preceding Valuation Date.

     (d)  ALLOCATION OF CONTRIBUTIONS. Employer contributions shall be allocated
          to the Account of each eligible Participant as of the last day of the
          period for which the contributions are made or as soon as
          administratively practical thereafter. Elective deferrals shall be
          allocated to the Account of each Participant as soon as
          administratively practical following receipt of such contributions by
          the Administrator.

     (e)  MANNER AND TIME OF DEBITING DISTRIBUTIONS. For any Participant who is
          entitled to receive a distribution from his Account, such distribution
          shall be made in accordance with the provisions of Section 7.2. The
          amount distributed shall be based upon the fair market value of the
          Participant's vested Account as of the Valuation Date preceding the
          distribution.

5.2 PARTICIPANTS OMITTED IN ERROR. In the event a Participant is not allocated a
share of the Employer contribution as a result of an administrative error in any
Plan Year, the Employer may elect to either (a) make an additional contribution
on behalf of such omitted Participant in an appropriate amount, or (b) deduct
the appropriate amount from the next succeeding Employer

<PAGE>

contribution and/or forfeitures and allocate such amount to the Participant's
Account prior to making the allocations set forth under Section 5.1(d).

            ARTICLE SIX--VESTING, RETIREMENT AND DISABILITY BENEFITS

6.1 VESTING. A Participant shall at all times have a nonforfeitable (vested)
right to his Account derived from elective deferrals, Employer "fail-safe"
contributions under Section 10.2, and rollovers or transfers from other
plans, as adjusted for investment experience. Except as otherwise provided
with respect to Normal Retirement, Disability, or death, a Participant shall
have a nonforfeitable (vested) right to a percentage of the value of his
Account derived from Employer matching contributions under Section 4.2(a) and
additional Employer contributions under Section 4.2(b) as follows:

<TABLE>
<CAPTION>
               YEARS OF SERVICE                         VESTED PERCENTAGE
               ----------------                         -----------------
<S>                                                     <C>
               LESS THAN 1 YEAR                                  0%
               1 YEAR BUT LESS THAN 2                           20%
               2 YEARS BUT LESS THAN 3                          40%
               3 YEARS BUT LESS THAN 4                          60%
               4 YEARS BUT LESS THAN 5                          80%
               5 YEARS AND THEREAFTER                          100%
</TABLE>

6.2 FORFEITURE OF NONVESTED BALANCE. The nonvested portion of a Participant's
Account, as determined in accordance with Section 6.1, shall be forfeited as
of the earlier of (i) the date on which the Participant receives distribution
of his vested Account or (ii) the last day of the Plan Year in which the
Participant incurs five (5) consecutive Breaks in Service. The amount
forfeited shall be used to reduce Employer contributions under Section 4.2.

If the Participant returns to the employment of the Employer prior to
incurring five (5) consecutive Breaks in Service, and prior to receiving
distribution of his vested Account, the nonvested portion shall be restored.
However, if the nonvested portion of the Participant's Account was allocated
as a forfeiture as the result of the Participant receiving distribution of
his vested Account balance, the nonvested portion shall be restored if:

     (a)  the Participant resumes employment prior to incurring five (5)
          consecutive Breaks in Service; and

     (b)  the Participant repays to the Plan, as of the earlier of (i) the date
          which is five (5) years after his reemployment date or (ii) the date
          which is the last day of the period in which the Participant incurs
          five (5) consecutive Breaks in Service, an amount equal to the total
          distribution derived from Employer contributions under Section 4.2
          and, if applicable, Section 13.3.

The nonvested amount shall be restored to the Participant's Account, without
interest or adjustment for interim Trust valuation experience, by a special
Employer contribution or from the next succeeding Employer contribution and
forfeitures, as appropriate.

<PAGE>

6.3 RETURN TO EMPLOYMENT BEFORE DISTRIBUTION OF VESTED ACCOUNT BALANCE. If
distribution is made to an Employee of less than the Employee's entire vested
Account, and if the Employee returns to Service, a separate record shall be
maintained of said Account balance. The Employee's vested interest at any
time in this separate account shall be an amount equal to the formula
P(AB+D)-D, where P is the vested percentage at the relevant time, AB is the
Account balance at the relevant time, and D is the amount of the distribution
made to the Employee.

6.4 NORMAL RETIREMENT. A Participant who is in the employment of the Employer
at his Normal Retirement Date shall have a nonforfeitable interest in one
hundred percent (100%) of his Account, if not otherwise one hundred percent
(100%) vested under the vesting schedule in Section 6.1. A Participant who
continues employment with the Employer after his Normal Retirement Date shall
continue to participate under the Plan.

6.5 DISABILITY. If a Participant incurs a Disability, the Participant shall
have a nonforfeitable interest in one hundred percent (100%) of his Account,
if not otherwise one hundred percent (100%) vested under the vesting schedule
in Section 6.1. Payment of such Participant's Account balance shall be made
at the time and in the manner specified in Article Seven, following receipt
by the Administrator of the Participant's written distribution request.

<PAGE>

             ARTICLE SEVEN--MANNER AND TIME OF DISTRIBUTING BENEFITS

7.1 MANNER OF PAYMENT. The Participant's vested Account shall be distributed
to the Participant (or to the Participant's Beneficiary in the event of the
Participant's death) by any of the following methods, as elected by the
Participant or, when applicable, the Participant's Beneficiary:

      (a)     in a single lump-sum payment; or

      (b)     provided the Participant's vested Account exceeds $5,000, in
              monthly, quarterly, semi-annual or annual installments, subject to
              the minimum distribution rules of Section 7.4.

However, if any portion of a Participant's vested Account is invested in the
Employer stock fund, the Participant may elect to receive such portion of his
Account, in a single sum payment, in the form of shares of stock; provided,
however, that fractional shares and the cash equivalent portions of such fund
shall be distributed in cash.

7.2 TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. Distribution of the
Participant's Account balance for a Participant who terminates employment on
or after his Normal Retirement Date, or as a result of his Disability, may be
made or commence as soon as administratively possible thereafter; provided,
however, that if the amount required to be distributed cannot be ascertained
by such date, distribution shall be made no later than sixty (60) days after
the earliest date on which such amount can be ascertained; and provided,
further, that, subject to the following provisions of this Section 7.2,
distribution shall not be made or commence unless the Participant otherwise
requests in writing. In such event, distribution shall commence as soon as
administratively practical following receipt by the Administrator of the
Participant's written request.

Notwithstanding the foregoing, if the Participant's vested Account does not
exceed $5,000, the Participant's vested Account shall be distributed to the
Participant (or, in the event of the Participant's death, his Beneficiary) in
a lump-sum payment as soon as administratively practicable following the date
the Participant retires, dies or otherwise separates from Service.

Notwithstanding any provision contained herein to the contrary, a Participant
who is not vested in any portion of his Account balance attributable to
Employer contributions shall be deemed to have received distribution of such
portion of his Account as of the end of the Plan Year in which he incurs a
Break in Service.

A Participant who terminates employment after his Normal Retirement Date may
elect to defer receipt of his Account. In no event, however, shall
distribution under the Plan be made or commence later than the April 1st
following the end of the calendar year in which the Participant attains age
seventy and one-half (70-1/2) or, except for a Participant who is a five
percent (5%) owner of the Employer (within the meaning of Section 401(a)(9)
of the Code), if later, the April 1st following the calendar year in which
the Participant retires or otherwise separates from Service.

<PAGE>

7.3 FURNISHING INFORMATION. Prior to the payment of any benefit under the
Plan, each Participant or Beneficiary may be required to complete such
administrative forms and furnish such proof as may be deemed necessary or
appropriate by the Employer, Administrator, and/or Trustee.

7.4 MINIMUM DISTRIBUTION RULES FOR INSTALLMENT PAYMENTS. If a distribution is
made in installments the following rules shall apply:

     (a)  PAYMENTS TO PARTICIPANT OR TO PARTICIPANT AND SURVIVING SPOUSE.
          Payment shall commence no later than a date provided for in Section
          7.2. The amount to be distributed each year shall be at least equal to
          the vested balance in the Participant's Account as of the preceding
          Valuation Date multiplied by the following fraction: the numerator
          shall be one (1) and the denominator shall be the life expectancy of
          the Participant (or the joint life expectancies of the Participant and
          the Participant's spouse) determined as of the Valuation Date
          preceding the first payment and reduced by one for each succeeding
          year.

     (b)  PAYMENTS TO PARTICIPANT AND NON-SPOUSE BENEFICIARY. Payment shall
          commence no later than a date provided for in Section 7.2. The amount
          to be distributed each year shall be at least equal to the vested
          balance in the Participant's Account as of the preceding Valuation
          Date multiplied by the following fraction: the numerator shall be one
          (1) and the denominator shall be the joint life expectancies of the
          Participant and the Participant's Beneficiary computed as of the
          Valuation Date preceding the first payment and reduced by one (1) for
          each succeeding year. Payments shall be restricted under this option
          to insure compliance with the minimum distribution incidental death
          benefit requirement of Section 401(a)(9) of the Code and the
          regulations promulgated thereunder.

     (c)  PAYMENTS TO BENEFICIARY. Payment shall commence no later than a date
          provided for in Section 7.7. The amount to be distributed each year
          shall be at least equal to the vested balance in the Participant's
          Account as of the preceding Valuation Date multiplied by the following
          fraction: the numerator shall be one (1) and the denominator shall be
          the life expectancy of the Participant's Beneficiary computed as of
          the Valuation Date preceding the first payment and reduced by one (1)
          for each succeeding year.

     (d)  RECALCULATION OF LIFE EXPECTANCY. If distribution is to be made over
          the life expectancy of the Participant or, where the Participant's
          spouse is his Beneficiary, the life expectancy of the Participant's
          surviving spouse, or the joint life expectancies of the Participant
          and his spouse, such life expectancy or joint life expectancies, at
          the election of the Participant or his surviving spouse, as the case
          may be, may be recalculated annually. Any such election shall be
          irrevocable as to the Participant (and spouse, if applicable) and
          shall apply to all subsequent years. In no event, however, shall the
          life expectancy of a non-spouse Beneficiary be recalculated.

7.5  AMOUNT OF DEATH BENEFIT.

     (a)  DEATH BEFORE TERMINATION OF EMPLOYMENT. In the event of the death of a
          Participant while in the employ of the Employer, vesting in the
          Participant's Account shall be one hundred

<PAGE>

          percent (100%), if not otherwise one hundred percent (100%) vested
          under Section 6.1, with the credit balance of the Participant's
          Account being payable to his Beneficiary.

     (b)  DEATH AFTER TERMINATION OF EMPLOYMENT. In the event of the death of a
          former Participant after termination of employment, but prior to the
          complete distribution of his vested Account balance under the Plan,
          the undistributed vested balance of the Participant's Account shall be
          paid to the Participant's Beneficiary.

7.6 DESIGNATION OF BENEFICIARY. Each Participant shall file with the
Administrator a designation of Beneficiary to receive payment of any death
benefit payable hereunder if such Beneficiary should survive the Participant.
However, no Participant who is married shall be permitted to designate a
Beneficiary other than his spouse unless the Participant's spouse has signed
a written consent witnessed by a Plan representative or a notary public,
which provides for the designation of an alternate Beneficiary.

Subject to the above, Beneficiary designations may include primary and
contingent Beneficiaries, and may be revoked or amended at any time in
similar manner or form, and the most recent designation shall govern. In the
absence of an effective designation of Beneficiary, or if the Beneficiary
dies before complete distribution of the Participant's vested Account, all
amounts shall be paid to the surviving spouse of the Participant, if living,
or otherwise to the Participant's estate. Notification to Participants of the
death benefits under the Plan and the method of designating a Beneficiary
shall be given at the time and in the manner provided by regulations and
rulings under the Code.

7.7 DISTRIBUTION OF DEATH BENEFITS. Distribution of any death benefit
hereunder shall be made within one (1) year of the Participant's death or, in
the case of a surviving spouse, within a reasonable time after the
Participant's death or, if the surviving spouse so elects and if the
Participant's vested Account exceeds $3,500, no later than the date on which
the Participant would have reached age seventy and one-half (70-1/2). If a
surviving spouse dies before distributions to the spouse begin, this
paragraph shall be applied as if the surviving spouse were the Participant.

To the extent payments are not designated to or for the benefit of a natural
person, or if payments commence after the required time, the following
distribution modes shall be available:

     (a)  a lump sum payable at any time within five (5) years of the
          Participant's death; and

     (b)  payments of installments at such time and in such amount as determined
          by the Beneficiary, provided that all amounts must be paid from the
          Trust within five (5) years of the Participant's death.

If a Participant dies after payments have commenced, any survivor's benefit
must be paid no less rapidly than the method of payment in effect at the time
of the Participant's death.

<PAGE>

7.8  ELIGIBLE ROLLOVER DISTRIBUTIONS.  Notwithstanding the foregoing
provisions of this Article Seven, the provisions of this Section 7.8 shall
apply to distributions made under the Plan.

     (a)  A distributee may elect, at the time and in the manner prescribed by
          the Administrator, to have any portion of an eligible rollover
          distribution paid directly to an eligible retirement plan specified by
          the distributee in a direct rollover.

     (b)  Definitions:

           (i) ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover distribution
               is any distribution of all or any portion of the balance to the
               credit of the distributee, except that an eligible rollover
               distribution does not include: any distribution that is one of a
               series of substantially equal periodic payments (not less
               frequently than annually) made for the life (or life expectancy)
               of the distributee or the joint lives (or joint life
               expectancies) of the distributee and the distributee's designated
               Beneficiary, or for a specified period of ten (10) years or more;
               any distribution to the extent such distribution is required
               under Section 401(a)(9) of the Code; and the portion of any
               distribution that is not includable in gross income (determined
               without regard to the exclusion for net unrealized appreciation
               with respect to employer securities).

          (ii) ELIGIBLE RETIREMENT PLAN. An eligible retirement plan is an
               individual retirement account described in Section 408(a) of the
               Code, an individual retirement annuity described in Section
               408(b) of the Code, an annuity plan described in Section 403(a)
               of the Code or a qualified trust described in Section 401(a) of
               the Code, that accepts the distributee's eligible rollover
               distribution. However, in the case of an eligible rollover
               distribution to the surviving spouse, an eligible retirement plan
               is an individual retirement account or individual retirement
               annuity.

         (iii) DISTRIBUTEE. A distributee includes an Employee or former
               Employee. In addition, the Employee's or former Employee's
               surviving spouse and the Employee's or former Employee's spouse
               or former spouse who is the alternate payee under a qualified
               domestic relations order, as defined in Section 414(p) of the
               Code, are distributees with regard to the interest of the spouse
               or former spouse.

          (iv) DIRECT ROLLOVER. A direct rollover is a payment by the Plan to
               the eligible retirement plan specified by the distributee.

     (c)  If a distribution is one to which Sections 401(a)(11) and 417 of the
          Code do not apply, such distribution may commence less than 30 days
          after the notice required under Section 1.411(a)-11(c) of the Income
          Tax Regulations is given, provided that:

           (i) the Administrator clearly informs the Participant that the
               Participant has a right to a period of at least 30 days after
               receiving the notice to consider the decision of whether or not
               to elect a distribution (and, if applicable, a particular
               distribution option), and

          (ii) the Participant, after receiving the notice, affirmatively elects
               a distribution.

<PAGE>

                 ARTICLE EIGHT--LOANS AND IN-SERVICE WITHDRAWALS

8.1  LOANS.

     (a)  PERMISSIBLE AMOUNT AND PROCEDURES. Upon the application of a
          Participant, the Administrator may, in accordance with a uniform and
          nondiscriminatory policy, direct the Trustee to grant a loan to the
          Participant, which loan shall be secured by the Participant's vested
          Account balance. The Participant's signature shall be required on a
          promissory note. In determining a rate of interest on such loan, the
          Administrator may refer to the rate of interest used for obligations
          of a comparable nature by commercial lending institutions within a
          radius of fifty (50) miles of the Employer's principal place of
          business. Participant loans shall be treated as segregated
          investments, and interest repayments shall be credited only to the
          Participant's Account.

     (b)  LIMITATION ON AMOUNT OF LOANS. A Participant's loan shall not exceed
          the lesser of:

          (1)    $50,000, which amount shall be reduced by the highest
                 outstanding loan balance during the preceding twelve
                 (12)-month period; or

          (2)    one-half (1/2) of the vested value of the Participant's
                 Account (excluding any portion thereof invested in the
                 Employer stock fund), determined as of the Valuation Date
                 preceding the date of the Participant's loan.

Any loan must be repaid within five (5) years, unless made for the purpose of
acquiring the primary residence of the Participant, in which case such loan
may be repaid over a longer period of time not to exceed fifteen (15) years.
The repayment of any loan must be made in at least quarterly installments of
principal and interest. If a Participant defaults on any outstanding loan,
the unpaid balance, and any interest due thereon, shall become due and
payable in accordance with the terms of the underlying promissory note;
provided, however, that such foreclosure on the promissory note and
attachment of security shall not occur until a distributable event occurs in
accordance with the provisions of Article Seven.

If a Participant terminates employment while any loan balance is outstanding,
the unpaid balance, and any interest due thereon, shall become due and
payable in accordance with the terms of the underlying promissory note. If
such amount is not paid to the Plan, it shall be charged against the amounts
that are otherwise payable to the Participant or the Participant's
Beneficiary under the provisions of the Plan.

In the case of a Participant who has loans outstanding from other plans of
the Employer (or a member of the Employer's related group (within the meaning
of Section 2.5(b)), the Administrator shall be responsible for reporting to
the Trustee the existence of said loans in order to aggregate all such loans
within the limits of Section 72(p) of the Code.

8.2 HARDSHIP DISTRIBUTIONS. In the case of a financial hardship resulting
from a proven immediate and heavy financial need, a Participant may receive a
distribution not to exceed the lesser

<PAGE>

of (i) the vested value of the Participant's Account, without regard to
earnings on his elective deferrals, and excluding any amounts invested in the
Employer stock fund, determined as of the Valuation Date immediately
preceding such withdrawal request, or (ii) the amount necessary to satisfy
the financial hardship. The amount of any such immediate and heavy financial
need may include any amounts necessary to pay Federal, state or local income
taxes or penalties reasonably anticipated to result from the distribution.
Such distribution shall be made in accordance with nondiscriminatory and
objective standards consistently applied by the Administrator. Hardship
distributions under this Section shall be deemed to be the result of an
immediate and heavy financial need if such distribution is to (a) pay
expenses for medical care (as described in Section 213(d) of the Code)
previously incurred by the Participant, the Participant's spouse, or any
dependents of the Participant (as defined in Section 152 of the Code), or to
permit the Participant, the Participant's spouse, or any dependents of the
Participant to obtain such medical care, (b) purchase the principal residence
of the Participant (excluding mortgage payments), (c) pay tuition and related
educational fees for the next twelve (12) months of post-secondary education
for the Participant, Participant's spouse, or any of the Participant's
dependents or (d) prevent the eviction of the Participant from his principal
residence or foreclosure on the Participant's principal residence.
Distributions paid pursuant to this Section shall be deemed to be made as of
the Valuation Date immediately preceding the hardship distribution, and the
Participant's Account shall be reduced accordingly.

The provisions of this Section (relating to hardship distributions) are
intended to comply with Treasury Regulations issued under Section 401(k) of
the Code, and shall be so interpreted.

No hardship distribution shall be made pursuant to this Section unless the
Administrator, based upon the Participant's representation and such other
facts as are known to the Administrator, determines that the following
conditions are satisfied:

     (a)  The distribution is not in excess of the amount of the immediate and
          heavy financial need of the Participant; and

     (b)  The Participant has obtained all distributions, other than hardship
          distributions, and all non-taxable loans currently available under all
          plans maintained by the Employer.

Following a hardship distribution, the Participant's elective deferrals shall
be suspended under the Plan, and all other plans maintained by the Employer,
for at least twelve (12) months after receipt of the hardship distribution.
In addition, the Participant's elective deferrals under the Plan, and all
other plans maintained by the Employer, for the Participant's taxable year
immediately following the taxable year of the hardship distribution shall not
exceed an amount equal to the applicable limit under Code Section 402(g) for
such next taxable year, less the amount of such Participant's elective
deferrals for the taxable year of the hardship distribution.

8.3 WITHDRAWALS AFTER AGE 59-1/2. After attaining age fifty-nine and one-half
(59-1/2), a Participant, by giving written notice to the Administrator, may
withdraw from the Plan a sum (a) not in excess of the credit balance of his
vested Account, excluding any amounts invested in the Employer stock fund, as
of the Valuation Date preceding such notice and (b) not less than such
minimum amount as the Administrator may establish from time to time to
facilitate administration of the Plan.

<PAGE>

Any such withdrawals shall be made in accordance with nondiscriminatory and
objective standards consistently applied by the Administrator.

<PAGE>

                    ARTICLE NINE--ADMINISTRATION OF THE PLAN

9.1 PLAN ADMINISTRATION. The Employer shall be the Plan Administrator,
hereinbefore and hereinafter called the Administrator, and "named fiduciary"
(for purposes of Section 402(a)(1) of the Employee Retirement Income Security
Act of 1974, as amended from time to time) of the Plan, unless the Employer,
by action of its board of directors, shall designate a person or committee of
persons to be the Administrator and named fiduciary. The administration of
the Plan, as provided herein, including a determination of the payment of
benefits to Participants and their Beneficiaries, shall be the responsibility
of the Administrator; provided, however, that the Administrator may delegate
any of its powers, authority, duties or responsibilities to any person or
committee of persons. In the event more than one party shall act as
Administrator, all actions shall be made by majority decisions. In the
administration of the Plan, the Administrator may (a) employ agents to carry
out nonfiduciary responsibilities (other than Trustee responsibilities), (b)
consult with counsel, who may be counsel to the Employer, and (c) provide for
the allocation of fiduciary responsibilities (other than Trustee
responsibilities) among its members. Actions dealing with fiduciary
responsibilities shall be taken in writing and the performance of agents,
counsel and fiduciaries to whom fiduciary responsibilities have been
delegated shall be reviewed periodically.

The expenses of administering the Plan and the compensation of all employees,
agents, or counsel of the Administrator, including accounting fees,
recordkeeper's fees, and the fees of any benefit consulting firm, shall be
paid by the Plan, or shall be paid by the Employer if the Employer so elects.
To the extent required by applicable law, compensation may not be paid by the
Plan to full-time Employees of the Employer.

In the event the Employer pays the expenses of administering the Plan, the
Employer may seek reimbursement from the Plan for the payment of such
expenses. Reimbursement shall be permitted only for Plan expenses paid by the
Employer within the last twelve (12)-month period.

The Administrator shall obtain from the Trustee, not less often than
annually, a report with respect to the value of the assets held in the Trust
Fund, in such form as may be required by the Administrator.

The Administrator shall administer the Plan and adopt such rules and
regulations as, in the opinion of the Administrator, are necessary or
advisable to implement and administer the Plan and to transact its business.

9.2 CLAIMS PROCEDURE. Pursuant to procedures established by the
Administrator, adequate notice in writing shall be provided to any
Participant or Beneficiary whose claim for benefits under the Plan has been
denied within ninety (90) days of receipt of such claim. Such notice shall be
written in a manner calculated to be understood by the claimant, shall advise
the claimant the right to administrative review, and shall set forth the
specific reason for such denial, the specific references to the pertinent
Plan provisions on which the denial is based, and a description of any
additional material or information necessary to perfect the claim, and an
explanation of why such material or information is necessary. If such review
is requested by the claimant or his authorized representative within ninety
(90) days after receipt by the claimant of written notification of denial of
his claim, the Administrator shall afford a reasonable opportunity for a full
and fair review by the Administrator of

<PAGE>

the decision denying the claim. The review shall focus on the additional
facts, legal interpretations or material, if any, presented by the claimant.
A hearing at its place of business may be scheduled by the Administrator, but
a hearing is not required under the review procedure.

9.3 TRUST AGREEMENT. The Trust Agreement entered into by and between the
Employer and the Trustee, including any supplements or amendments thereto, or
any successor Trust Agreement, is incorporated by reference herein.

<PAGE>

                   ARTICLE TEN--SPECIAL COMPLIANCE PROVISIONS

10.1 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS. If the amount of any elective
deferrals made by a Participant exceeds the dollar limitation of Section
4.1(c), then the excess amount, and any income allocable thereto, shall be
distributed to such Participant subject to the requirements of applicable law.

10.2  LIMITATIONS ON 401(k) CONTRIBUTIONS.

      (a)     AVERAGE ACTUAL DEFERRAL PERCENTAGE TEST. Amounts contributed as
              elective deferrals under Section 4.1(a), and any "fail-safe"
              contributions made under this Section, are considered to be
              amounts deferred pursuant to Section 401(k) of the Code. For
              purposes of this Article, these amounts are referred to as the
              "deferred amounts." For purposes of the "average actual deferral
              percentage test" described below, such deferred amounts must be
              made before the last day of the twelve (12)-month period
              immediately following the Plan Year to which the contributions
              relate. The Employer shall maintain records sufficient to
              demonstrate satisfaction of the average actual deferral percentage
              test and the deferred amounts used in such test.

              As of the last day of each Plan Year, the deferred amounts for the
              Plan Year for the Participants who are Highly-Compensated
              Employees shall satisfy either of the following tests:

              (1)    The average actual deferral percentage for the eligible
                     Participants who are Highly-Compensated Employees shall not
                     exceed the average actual deferral percentage for eligible
                     Participants who are Nonhighly-Compensated Employees
                     multiplied by 1.25; or

              (2)    The average actual deferral percentage for eligible
                     Participants who are Highly-Compensated Employees shall not
                     exceed the average actual deferral percentage of eligible
                     Participants who are Nonhighly-Compensated Employees
                     multiplied by two (2), provided that the average actual
                     deferral percentage for eligible Participants who are
                     Highly-Compensated Employees does not exceed the average
                     actual deferral percentage for eligible Participants who
                     are Nonhighly-Compensated Employees by more than two (2)
                     percentage points, or such lesser amount as the Secretary
                     of the Treasury shall prescribe to prevent the multiple use
                     of this alternative limitation with respect to any
                     Highly-Compensated Employee.

<PAGE>

For purposes of the above tests, the "actual deferral percentage" shall mean
the ratio (expressed as a percentage) that the deferred amounts, which are
allocated to the Participant's Account as of any day in the Plan Year, on
behalf of each eligible Participant for the Plan Year bears to the eligible
Participant's compensation, as defined in Code Section 414(s) and the
regulations promulgated thereunder. The "average actual deferral percentage"
shall mean the average (expressed as a percentage) of the actual deferral
percentages of the eligible Participants in each group. "Eligible
Participant" shall mean each Employee who is eligible to participate in the
Plan under Section 3.1.

For purposes of this Section 10.2, the actual deferral percentage for any
eligible Participant who is a Highly-Compensated Employee for the Plan Year
and who is eligible to have elective deferrals allocated to his account under
two (2) or more plans or arrangements described in Code Section 401(k) that
are maintained by the Employer or any employer who is a related group member
(within the meaning of Section 2.5(b)) shall be determined as if all such
deferrals were made under a single arrangement. In the event that this Plan
satisfies the requirements of Code Section 410(b) only if aggregated with one
(1) or more other plans, or if one (1) or more other plans satisfy the
requirements of Code Section 410(b) only if aggregated with this Plan, then
the provisions of this Section 10.2 shall be applied by determining the
actual deferral percentage of eligible Participants as if all such plans were
a single plan.

The determination and treatment of deferred amounts and the actual deferral
percentage of any Participant shall be subject to the prescribed requirements
of the Secretary of the Treasury.

In the event the average actual deferral percentage test is not satisfied for
a Plan Year, the Employer, in its discretion, may make a special "fail-safe"
contribution for certain eligible Participants who are Nonhighly Compensated
Employees, to be allocated among their Accounts in proportion to their
Compensation for the Plan Year

      (b)  DISTRIBUTIONS OF EXCESS CONTRIBUTIONS.

           (1)    IN GENERAL. If the average actual deferral percentage test
                  of Section 10.2(a) is not satisfied for a Plan Year, then
                  the "excess contributions", and income allocable thereto,
                  shall be distributed, to the extent required under Treasury
                  regulations, no later than the last day of the Plan Year
                  following the Plan Year for which the excess contributions
                  were made. However, if such excess contributions are
                  distributed later than two and one-half (2-1/2) months
                  following the last day of the Plan Year in which such
                  excess contributions were made, a ten percent (10%) excise
                  tax shall be imposed upon the Employer with respect to such
                  excess contributions.

                  Notwithstanding the foregoing, to the extent otherwise
                  required to comply with the requirements of Section
                  401(a)(4) of the Code and the regulations thereunder,
                  vested matching contributions may be forfeited.

<PAGE>

           (2)    EXCESS CONTRIBUTIONS. For purposes of this Section, "excess
                  contributions" shall consist of the excess of the aggregate
                  amount of deferred amounts made by or on behalf of the
                  affected Highly-Compensated Employee over the maximum
                  amount of all such contributions permitted under the test
                  under Section 10.2(a). In reducing the excess contribution
                  hereunder, the reduction shall be first applied to the
                  Highly-Compensated Employee with the highest percentage
                  under Section 10.2(a). If reductions are further required
                  to comply with Section 10.2(a), such reductions shall be
                  applied to the Highly-Compensated Employee with the next
                  highest percentage, and so forth until the
                  nondiscrimination test of Section 10.2(a) is satisfied.

           (3)    DETERMINATION OF INCOME. The income allocable to excess
                  contributions shall be determined by multiplying the income
                  allocable to the Participant's deferred amounts for the
                  Plan Year by a fraction, the numerator of which is the
                  excess contributions made on behalf of the Participant for
                  the Plan Year, and the denominator of which is the sum of
                  the Participant's Account balances attributable to the
                  Participant's deferred amounts on the last day of the Plan
                  Year.

           (4)    MAXIMUM DISTRIBUTABLE AMOUNT. The excess contributions to
                  be distributed to a Participant shall be adjusted for
                  income and, if there is a loss allocable to the excess
                  contribution, shall in no event be less than the lesser of
                  the Participant's Account under the Plan or the
                  Participant's deferred amounts for the Plan Year. Excess
                  contributions shall be distributed from that portion of the
                  Participant's Account attributable to such deferred amounts
                  to the extent allowable under Treasury regulations.

10.3  NONDISCRIMINATION TEST FOR EMPLOYER MATCHING CONTRIBUTIONS.

     (a)  AVERAGE CONTRIBUTION PERCENTAGE TEST. The provisions of this Section
          shall apply if Employer matching contributions are made in any Plan
          Year under Section 4.2(a).

          As of the last day of each Plan Year, the average contribution
          percentage for Highly-Compensated Employees for the Plan Year shall
          satisfy either of the following tests:

          (1)  The average contribution percentage for eligible Participants who
               are Highly-Compensated Employees shall not exceed the average
               contribution percentage for eligible Participants who are
               Nonhighly-Compensated Employees for the Plan Year multiplied by
               1.25; or

<PAGE>

          (2)  The average contribution percentage for eligible Participants who
               are Highly-Compensated Employees shall not exceed the average
               contribution percentage for eligible Participants who are
               Nonhighly-Compensated Employees for the Plan Year multiplied by
               two (2), provided that the average contribution percentage for
               eligible Participants who are Highly-Compensated Employees does
               not exceed the average contribution percentage for eligible
               Participants who are Nonhighly-Compensated Employees by more than
               two (2) percentage points or such lesser amount as the Secretary
               of the Treasury shall prescribe to prevent the multiple use of
               this alternative limitation with respect to any
               Highly-Compensated Employee.

For purposes of the above tests, the "average contribution percentage" shall
mean the average (expressed as a percentage) of the contribution percentages
of the "eligible Participants" in each group. The contribution percentage"
shall mean the ratio (expressed as a percentage) that the sum of Employer
matching contributions and elective deferrals (to the extent such elective
deferrals are not used to satisfy the average actual deferral percentage test
of Section 10.2) under the Plan on behalf of the eligible Participant for the
Plan Year bears to the eligible Participant's compensation (as defined in
Code Section 414(s) and the regulations promulgated thereunder) for the Plan
Year. "Eligible Participant" shall mean each Employee who is eligible to
participate in the Plan under Section 3.1.

For purposes of this Section 10.3, the contribution percentage for any
eligible Participant who is a Highly-Compensated Employee for the Plan Year
and who is eligible to have Employer matching contributions or elective
deferrals allocated to his account under two (2) or more plans described in
Section 401(a) of the Code or under arrangements described in Section 401(k)
of the Code that are maintained by the Employer or any member of the
Employer's related group (within the meaning of Section 2.5(b)), shall be
determined as if all such contributions and elective deferrals were made
under a single plan.

In the event that this Plan satisfies the requirements of Section 410(b) of
the Code only if aggregated with one (1) or more other plans, or if one (1)
or more other plans satisfy the requirements of Section 410(b) of the Code
only if aggregated with this Plan, then the provisions of this Section 10.3
shall be applied by determining the contribution percentages of eligible
Participants as if all such plans were a single plan.

The determination and treatment of the contribution percentage of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.

     (b)  DISTRIBUTION OF EXCESS EMPLOYER MATCHING CONTRIBUTIONS.

          (1)  IN GENERAL. If the nondiscrimination tests of Section 10.3(a) are
               not satisfied for a Plan Year, then the "excess contributions",
               and any income allocable thereto, shall be forfeited, if
               otherwise forfeitable, no later than the last day of the Plan
               Year following the Plan Year for which the nondiscrimination
               tests are not satisfied, and shall be used to reduce Employer
               contributions under Section 4.2(a). To the extent that such
               "excess contributions" are nonforfeitable, such excess
               contributions shall be distributed to the Participant on whose
               behalf the excess contributions were made no later than the last
               day of the Plan Year following the Plan Year for which such
               "excess contributions" were made. However, if such excess
               contributions are

<PAGE>

               distributed later than two and one-half (2-1/2) months following
               the last day of the Plan Year in which such excess contributions
               were made, a ten percent (10%) excise tax shall be imposed upon
               the Employer with respect to such excess contributions. For
               purposes of the limitations of Section 11.1(b)(1) of the Plan,
               excess contributions shall be considered annual additions.

          (2)  EXCESS CONTRIBUTIONS. For purposes of this Section, "excess
               contributions" shall consist of the excess of the amount of
               Employer matching contributions and elective deferrals (to the
               extent not used to satisfy the average actual deferral percentage
               test of Section 10.2) made on behalf of the affected
               Highly-Compensated Employee over the maximum amount of all such
               contributions permitted under the nondiscrimination tests under
               Section 10.3(a). In reducing the excess contribution hereunder,
               the reduction shall be first applied to the Highly-Compensated
               Employee with the highest percentage under Section 10.3(a). If
               reductions are further required to comply with Section 10.3(a),
               such reductions shall be applied to the Highly-Compensated
               Employee with the next highest percentage, and so forth until the
               nondiscrimination tests of Section 10.3(a) are satisfied.

          (3)  DETERMINATION OF INCOME. The income allocable to excess
               contributions shall be determined by multiplying the income
               allocable to the Employer matching contributions and such
               elective deferrals by a fraction, the numerator of which is the
               excess contributions on behalf of the Participant for the Plan
               Year, and the denominator of which is the sum of the
               Participant's Account balances attributable to Employer matching
               contributions and such elective deferrals, on the last day of the
               Plan Year.

10.4 LIMITATION ON THE MULTIPLE USE ALTERNATIVE. The sum of the average
actual deferral percentage of Highly-Compensated Employees under Section
10.2(a) and the average contribution percentage of Highly-Compensated
Employees under Section 10.3(a) shall not exceed the "aggregate limit", as
defined in Section 401(m)(9) of the Code and the regulations promulgated
thereunder.

If the aggregate limit is exceeded, the average contribution percentage of
the Highly-Compensated Employees shall be reduced in accordance with the
provisions of Section 10.3(b). In lieu of reducing the average contribution
percentage, the Administrator may reduce the average actual deferral
percentage of the Highly-Compensated Employees in accordance with the
provisions of Section 10.2(b). The reductions under this Section shall be
made only to the extent necessary to comply with the restrictions on the
multiple use of the "alternative limitation" within the meaning of Code
Section 401(m)(9).

<PAGE>


                 ARTICLE ELEVEN--LIMITATION ON ANNUAL ADDITIONS

11.1  RULES AND DEFINITIONS.

     (a)  RULES. The following rules shall limit additions to Participants'
          Accounts:

          (1)  If the Participant does not participate, and has never
               participated, in another qualified plan maintained by the
               Employer, the amount of annual additions which may be credited to
               the Participant's Account for any limitation year shall not
               exceed the lesser of the "maximum permissible" amount (as
               hereafter defined) or any other limitation contained in this
               Plan. If the Employer contribution that would otherwise be
               allocated to the Participant's Account would cause the annual
               additions for the limitation year to exceed the maximum
               permissible amount, the amount allocated shall be reduced so that
               the annual additions for the limitation year shall equal the
               maximum permissible amount.

          (2)  Prior to determining the Participant's actual compensation for
               the limitation year, the Employer may determine the maximum
               permissible amount for a Participant on the basis of a reasonable
               estimation of the Participant's compensation for the limitation
               year, uniformly determined for all Participants similarly
               situated.

          (3)  As soon as is administratively feasible after the end of the
               limitation year, the maximum permissible amount for the
               limitation year shall be determined on the basis of the
               Participant's actual compensation for the limitation year.

          (4)  If there is an excess amount, the excess shall be disposed of as
               follows:

               (A)  Any nondeductible voluntary Employee after-tax contributions
                    and, to the extent elected by the Administrator pursuant to
                    a nondiscriminatory procedure, elective deferrals under
                    Section 4.1(a), and any earnings thereon, to the extent they
                    would reduce the excess amount, shall be returned to the
                    Participant.

               (B)  If an excess amount still exists after the application of
                    subparagraph (A), and the Participant is covered by the Plan
                    at the end of the limitation year, the excess amount in the
                    Participant's Account shall be used to reduce Employer
                    contributions (including any allocation of forfeitures, if
                    applicable) for such Participant in the next limitation
                    year, and each succeeding limitation year if necessary;

               (C)  If an excess amount still exists after the application of
                    subparagraphs (A) and (B), and the Participant is not
                    covered by the Plan at the end of the limitation year, the
                    excess amount shall be held unallocated in a suspense
                    account and applied to reduce future Employer contributions
                    (including allocation of any forfeitures) for all remaining
                    Participants in the next limitation year, and each
                    succeeding limitation year if necessary.


<PAGE>

               (D)  If a suspense account is in existence at any time during the
                    limitation year pursuant to this Section 11.1(a)(4), it
                    shall not participate in the allocation of the Trust's
                    investment gains and losses. In addition, all amounts held
                    in the suspense account shall be allocated and reallocated
                    to Participants' Accounts before any Employer or Employee
                    contributions may be made for the limitation year.

          (5)  If, in addition to this Plan, the Participant is covered under
               another defined contribution plan maintained by the Employer, or
               a welfare benefit fund, as defined in Code Section 419(e),
               maintained by the Employer, or an individual medical account, as
               defined in Code Section 415(1)(2), maintained by the Employer
               which provides an annual addition, the annual additions which may
               be credited to a Participant's account under all such plans for
               any such limitation year shall not exceed the maximum permissible
               amount. Benefits shall be reduced under any discretionary defined
               contribution plan before they are reduced under any defined
               contribution pension plan. If both plans are discretionary
               contribution plans, they shall first be reduced under this Plan.
               Any excess amount attributable to this Plan shall be disposed of
               in the manner described in Section 11.1(a)(4).

          (6)  If the Employer maintains, or at any time maintained, a qualified
               defined benefit plan covering any Participant in this Plan, the
               sum of the Participant's defined benefit plan fraction and
               defined contribution plan fraction shall not exceed 1.0 in any
               limitation year. The annual additions which may be credited to
               the Participant's Account under this Plan for any limitation year
               shall be limited so that if the limitations of Code Section
               415(e) become applicable, benefits under a defined benefit plan
               shall have first been provided before benefits under a defined
               contribution plan are provided.

          (7)  In any Plan Year in which the Plan becomes a Super Top-Heavy Plan
               (as defined in Section 13.2(b)), the denominators of the defined
               benefit fraction and defined contribution fraction shall be
               computed using one hundred percent (100%) of the maximum dollar
               limitation instead of one hundred and twenty-five percent (125%).

          (8)  In any year in which the Plan is a Top-Heavy Plan (as defined in
               Section 13.2(c)) (but not a Super Top-Heavy Plan), the
               limitations shall be similarly reduced, subject to the special
               provisions of Section 13.3, which provide for the use of the one
               hundred and twenty-five percent (125%) limitation subject to the
               added minimum allocations.

     (b)  DEFINITIONS.

          (1)  ANNUAL ADDITIONS: The following amounts credited to a
               Participant's Account for the limitation year shall be treated as
               annual additions:

               (A)  Employer contributions;

               (B)  Elective deferrals;

<PAGE>

               (C)  Employee after-tax contributions, if any;

               (D)  Forfeitures, if any; and

               (E)  Amounts allocated after March 31, 1984 to an individual
                    medical account, as defined in Section 415(l)(2) of the
                    Code, which is part of a defined benefit plan maintained by
                    the Employer. Also, amounts derived from contributions paid
                    or accrued after December 31, 1985 in taxable years ending
                    after such date which are attributable to post-retirement
                    medical benefits allocated to the separate account of a Key
                    Employee, as defined in Section 419A(d)(3), and amounts
                    under a welfare benefit fund, as defined in Section 419(e),
                    maintained by the Employer, shall be treated as annual
                    additions to a defined contribution plan.

                     For this purpose, any excess amount applied under Section
                     11.1(a)(4) in the limitation year to reduce Employer
                     contributions shall be considered annual additions for such
                     limitation year.

          (2)  COMPENSATION: For purposes of determining maximum permitted
               benefits under this Section, compensation shall include all of a
               Participant's earned income, wages, salaries, and fees for
               professional services, and other amounts received for personal
               services actually rendered in the course of employment with the
               Employer, including, but not limited to, commissions paid to
               salesmen, compensation for services on the basis of a percentage
               of profits, commissions on insurance premiums, tips and bonuses,
               and excluding the following:

               (A)  Employer contributions to a plan of deferred compensation
                    which are not included in the Employee's gross income for
                    the taxable year in which contributed, or Employer
                    contributions under a simplified employee pension plan
                    (funded with individual retirement accounts or annuities) to
                    the extent such contributions are deductible by the
                    Employee, or any distributions from a plan of deferred
                    compensation;

               (B)  Amounts realized from the exercise of a nonqualified stock
                    option, or when restricted stock (or property) held by the
                    Employee either becomes freely transferable or is no longer
                    subject to a substantial risk of forfeiture;

               (C)  Amounts realized from the sale, exchange, or other
                    disposition of stock acquired under a qualified stock
                    option; and

               (D)  Other amounts which received special tax benefits, or
                    contributions made by the Employer (whether or not under a
                    salary reduction agreement) toward the purchase of an
                    annuity described in Section 403(b) of the Code (whether or
                    not the amounts are actually excludable from the gross
                    income of the Employee).

<PAGE>

               Compensation shall be measured on the basis of compensation paid
               in the limitation year.

          (3)  DEFINED BENEFIT FRACTION: This shall mean a fraction, the
               numerator of which is the sum of the Participant's projected
               annual benefits under all the defined benefit plans maintained or
               previously maintained by the Employer, and the denominator of
               which is the lesser of one hundred and twenty-five percent (125%)
               of the dollar limitation in effect for the limitation year under
               Section 415(b)(1)(A) of the Code or one hundred and forty percent
               (140%) of the highest average compensation including any
               adjustment under Code Section 415(b).

          (4)  DEFINED CONTRIBUTION FRACTION: This shall mean a fraction, the
               numerator of which is the sum of the annual additions to the
               Participant's account under all the defined contribution plans
               (whether or not terminated), welfare benefit funds, and
               individual medical accounts maintained by the Employer for the
               current and all prior limitation years, and the denominator of
               which is the sum of the maximum aggregate amounts for the current
               and all prior limitation years of Service with the Employer,
               regardless of whether a defined contribution plan was maintained
               by the Employer.

               The maximum aggregate amount in any limitation year is the lesser
               of one hundred and twenty-five percent (125%) of the dollar
               limitation then in effect under Section 415(c)(1)(A) of the Code
               or thirty-five (35%) of the Participant's compensation for such
               year.

               If the Employee, as of the end of the first day of the first
               limitation year beginning after December 31, 1986, was a
               participant in one (1) or more defined contribution plans
               maintained by the Employer which were in existence on May 5,
               1986, the numerator of this fraction shall be adjusted if the
               sum of this fraction and the defined benefit fraction would
               otherwise exceed 1.0 under the terms of this Plan. Under the
               adjustment, an amount equal to the product of (i) the excess of
               the sum of the fractions over 1.0 and (ii) the denominator of
               this fraction, will be permanently subtracted from the
               numerator of this fraction. The adjustment is calculated using
               the fractions as they would be computed as of the end of the
               last limitation year beginning before January 1, 1987, and
               disregarding any changes in the terms and conditions of the
               Plan made after May 5, 1986, but using the Code Section 415
               limitation applicable to the first limitation year beginning on
               or after January 1, 1987.

               The annual addition for any limitation year beginning before
               January 1, 1987, shall not be recomputed to treat all Employee
               contributions as annual additions.

          (5)  DEFINED CONTRIBUTION DOLLAR LIMITATION: This shall mean the
               greater of $30,000 or one-fourth (1/4) of the defined benefit
               dollar limitation of Section 415(b)(1) of the Code in effect for
               the limitation year.

<PAGE>

          (6)  EMPLOYER: This term refers to the Employer that adopts this Plan,
               and all members of a controlled group of corporations (as defined
               in Section 414(b) of the Code, as modified by Section 415(h)),
               commonly-controlled trades or businesses (as defined in Section
               414(c), as modified by Section 415(h)), or affiliated service
               groups (as defined in Section 414(m)) of which the Employer is a
               part, or any other entity required to be aggregated with the
               Employer under Code Section 414(o).

          (7)  HIGHEST AVERAGE COMPENSATION: This means the average compensation
               for the three (3) consecutive limitation years with the Employer
               that produces the highest average.

          (8)  LIMITATION YEAR: This shall mean the Plan Year.

          (9)  MAXIMUM PERMISSIBLE AMOUNT: This shall mean an amount equal to
               the lesser of the defined contribution dollar limitation or
               twenty-five percent (25%) of the Participant's compensation for
               the limitation year. If a short limitation year is created
               because of an amendment changing the limitation year to a
               different twelve (12)-consecutive month period, the maximum
               permissible amount shall not exceed the defined contribution
               dollar limitation multiplied by the following fraction:

                  Number of months in the short limitation year
                  ---------------------------------------------
                                       12

          (10) PROJECTED ANNUAL BENEFIT: This is the annual retirement benefit
               (adjusted to an actuarially equivalent straight life annuity if
               such benefit is expressed in a form other than a straight life
               annuity or qualified joint and survivor annuity) to which the
               Participant would be entitled under the terms of the plan,
               assuming:

               (A)  the Participant will continue employment until normal
                    retirement age under the plan (or current age, if
                    later), and

               (B)  the Participant's compensation for the current
                    limitation year and all other relevant factors used to
                    determine benefits under the plan will remain constant
                    for all future limitation years.


<PAGE>


                    ARTICLE TWELVE--AMENDMENT AND TERMINATION

12.1 AMENDMENT. The Employer, by resolution of its board of directors, (or, to
the extent permitted by resolution of such board of directors, by action of a
duly authorized officer of the Employer) shall have the right to amend, alter or
modify the Plan at any time, or from time to time, in whole or in part. Any such
amendment shall become effective under its terms upon adoption by the Employer.
However, no amendment affecting the duties, powers or responsibilities of the
Trustee may be made without the written consent of the Trustee. No amendment
shall be made to the Plan which shall:

      (a)     make it possible (other than as provided in Section 14.3) for any
              part of the corpus or income of the Trust Fund (other than such
              part as may be required to pay taxes and administrative expenses)
              to be used for or diverted to purposes other than the exclusive
              benefit of the Participants or their Beneficiaries;

      (b)     decrease a Participant's account balance or eliminate an optional
              form of payment with respect to benefits accrued as of the later
              of (i) the date such amendment is adopted, or (ii) the date the
              amendment becomes effective; or

      (c)     alter the schedule for vesting in a Participant's Account with
              respect to any Participant with three (3) or more Years of Service
              without his consent or deprive any Participant of any
              nonforfeitable portion of his Account.

Notwithstanding the other provisions of this Section or any other provisions of
the Plan, any amendment or modification of the Plan may be made retroactively if
necessary or appropriate to conform to or to satisfy the conditions of any law,
governmental regulation, or ruling, and to meet the requirements of the Employee
Retirement Income Security Act of 1974, as it may be amended.

12.2 TERMINATION OF THE PLAN. The Employer, by resolution of its board of
directors, reserves the right at any time and in its sole discretion to
discontinue payments under the Plan and to terminate the Plan. In the event the
Plan is terminated, or upon complete discontinuance of contributions under the
Plan by the Employer, the rights of each Participant to his Account on the date
of such termination or discontinuance of contributions, to the extent of the
fair market value under the Trust Fund, shall become fully vested and
nonforfeitable. The Employer shall direct the Trustee to distribute the Trust
Fund in accordance with the Plan's distribution provisions to the Participants
and their Beneficiaries, each Participant or Beneficiary receiving a portion of
the Trust Fund equal to the value of his Account as of the date of distribution.
These distributions may be implemented by the continuance of the Trust and the
distribution of the Participants' Account shall be made at such time and in such
manner as though the Plan had not terminated, or by any other appropriate
method, including rollover into Individual Retirement Accounts. Upon
distribution of the Trust Fund, the Trustee shall be discharged from all
obligations under the Trust and no Participant or Beneficiary shall have any
further right or claim therein. If a partial termination of the Plan is deemed
to have occurred, this Section shall apply only to those Participant's affected
by such partial termination.


<PAGE>


                     ARTICLE THIRTEEN--TOP-HEAVY PROVISIONS

13.1 APPLICABILITY. The provisions of this Article shall become applicable only
for any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section
13.2(c)). The determination of whether the Plan is a Top-Heavy Plan shall be
made each Plan Year by the Administrator.

13.2  DEFINITIONS.  For purposes of this Article, the following definitions
shall apply:

          (a)  "KEY EMPLOYEE": "Key Employee" shall mean any Employee or former
               Employee (and the Beneficiaries of such Employee) who, at any
               time during the determination period, was (1) an officer of the
               Employer earning compensation (as defined in Section 416(i) of
               the Code) in excess of fifty percent (50%) of the dollar
               limitation under Section 415(b)(1)(A) of the Code, (2) an owner
               (or considered an owner under Section 318 of the Code) of both
               more than a one-half percent (1/2%) interest in the Employer and
               one of the ten (10) largest interests in the Employer if such
               individual's compensation exceeds the dollar limitation under
               Section 415(c)(1)(A) of the Code, (3) a five percent (5%) owner
               of the Employer, or (4) a one percent (1%) owner of the Employer
               who has an annual compensation of more than $150,000. For
               purposes of this Section, annual compensation shall mean
               compensation as defined in Code Section 415(c)(3), but including
               amounts contributed by the Employer pursuant to a salary
               reduction agreement which are excludable from the Employee's
               income under Code Sections 125, 402(g), 402(h) or 403(b). The
               determination period of the Plan is the Plan Year containing the
               "determination date" as defined in Section 13.2(c)(4) and the
               four (4) preceding Plan Years.

               The determination of who is a Key Employee (including the terms
               "5% owner" and "1% owner") shall be made in accordance with
               Section 416(i)(1) of the Code and the regulations thereunder.

          (b)  "SUPER TOP-HEAVY PLAN": The Plan shall constitute a "Super
               Top-Heavy Plan" if it meets the test for status as a Top-Heavy
               Plan, where "90%" is substituted for "60%" at each place in
               Section 13.2(c).

          (c)  "TOP-HEAVY PLAN":

     (1) The Plan shall constitute a "Top-Heavy Plan" if any of the following
conditions exist:

          (A)  The top-heavy ratio for the Plan exceeds sixty percent (60%) and
               the Plan is not part of any required aggregation group or
               permissive aggregation group of plans; or

          (B)  The Plan is part of a required aggregation group of plans (but is
               not part of a permissive aggregation group) and the top-heavy
               ratio for the group of plans exceeds sixty percent (60%); or

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          (C)  The Plan is a part of a required aggregation group of plans and
               part of a permissive aggregation group and the top-heavy ratio
               for the permissive aggregation group exceeds sixty percent (60%).

     (2)  If the Employer maintains one (1) or more defined contribution plans
          (including any simplified employee pension plan funded with individual
          retirement accounts or annuities) and the Employer maintains or has
          maintained one (1) or more defined benefit plans which have covered or
          could cover a Participant in this Plan, the top-heavy ratio is a
          fraction, the numerator of which is the sum of account balances under
          the defined contribution plans for all Key Employees and the actuarial
          equivalents of accrued benefits under the defined benefit plans for
          all Key Employees, and the denominator of which is the sum of the
          account balances under the defined contribution plans for all
          Participants and the actuarial equivalents of accrued benefits under
          the defined benefit plans for all Participants. Both the numerator and
          denominator of the top-heavy ratio shall include any distribution of
          an account balance or an accrued benefit made in the five (5)-year
          period ending on the determination date and any contribution due to a
          defined contribution pension plan but unpaid as of the determination
          date. In determining the accrued benefit of a non-Key Employee who is
          participating in a plan that is part of a required aggregation group,
          the method of determining such benefit shall be either (i) in
          accordance with the method, if any, that uniformly applies for accrual
          purposes under all plans maintained by the Employer or any member of
          the Employer's related group (within the meaning of Section 2.5(b)),
          or (ii) if there is no such method, as if such benefit accrued not
          more rapidly than the slowest accrual rate permitted under the
          fractional accrual rate of Code Section 411(b)(1)(C).

     (3)  For purposes of (1) and (2) above, the value of account balances and
          the actuarial equivalents of accrued benefits shall be determined as
          of the most recent Valuation Date that falls within or ends with the
          twelve (12)-month period ending on the determination date. The account
          balances and accrued benefits of a Participant who is not a Key
          Employee but who was a Key Employee in a prior year shall be
          disregarded. The accrued benefits and account balances of Participants
          who have performed no Hours of Service with any Employer maintaining
          the plan for the five (5)-year period ending on the determination date
          shall be disregarded. The calculations of the top-heavy ratio, and the
          extent to which distributions, rollovers, and transfers are taken into
          account shall be made under Section 416 of the Code and regulations
          issued thereunder. Deductible Employee contributions shall not be
          taken into account for purposes of computing the top-heavy ratio. When
          aggregating plans, the value of account balances and accrued benefits
          shall be calculated with reference to the determination dates that
          fall within the same calendar year.

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     (4)  DEFINITION OF TERMS FOR TOP-HEAVY STATUS:

               (A)  "TOP-HEAVY RATIO" shall mean the following:

                    (1)  If the Employer maintains one or more defined
                         contribution plans (including any simplified employee
                         pension plan funded with individual retirement accounts
                         or annuities) and the Employer has never maintained any
                         defined benefit plans which have covered or could cover
                         a Participant in this Plan, the top-heavy ratio is a
                         fraction, the numerator of which is the sum of the
                         account balances of all Key Employees as of the
                         determination date (including any part of any account
                         balance distributed in the five (5)-year period ending
                         on the determination date), and the denominator of
                         which is the sum of the account balances (including any
                         part of any account balance distributed in the five
                         (5)-year period ending on the determination date) of
                         all Participants as of the determination date. Both the
                         numerator and the denominator shall be increased by any
                         contributions due but unpaid to a defined contribution
                         pension plan as of the determination date.

               (B)  "PERMISSIVE AGGREGATION GROUP" shall mean the required
                    aggregation group of plans plus any other plan or plans of
                    the Employer which, when considered as a group with the
                    required aggregation group, would continue to satisfy the
                    requirements of Section 401(a)(4) and/or 410 of the Code.

               (C)  "REQUIRED AGGREGATION GROUP" shall mean (i) each qualified
                    plan of the Employer (including any terminated plan) in
                    which at least one Key Employee participates, and (ii) any
                    other qualified plan of the Employer which enables a plan
                    described in (i) to meet the requirements of Section
                    401(a)(4) and/or 410 of the Code.

               (D)  "DETERMINATION DATE" shall mean, for any Plan Year
                    subsequent to the first Plan Year, the last day of the
                    preceding Plan Year. For the first Plan Year of the Plan,
                    "determination date" shall mean the last day of that Plan
                    Year.

               (E)  "VALUATION DATE" shall mean the last day of the Plan Year.

               (F)  Actuarial equivalence shall be based on the interest and
                    mortality rates utilized to determine actuarial equivalence
                    when benefits are paid from any defined benefit plan. If no
                    rates are specified in said plan, the following shall be
                    utilized: pre- and post-retirement interest -- five percent
                    (5%); post-retirement mortality based on the Unisex Pension
                    (1984) Table as used by the Pension Benefit Guaranty
                    Corporation on the date of execution hereof.

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13.3  ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES FOR A TOP-HEAVY
PLAN YEAR.

               (a)  Except as otherwise provided below, in any Plan Year in
                    which the Plan is a Top-Heavy Plan, the Employer
                    contributions and forfeitures allocated on behalf of any
                    Participant who is a non-Key Employee shall not be less than
                    the lesser of three percent (3%) of such Participant's
                    compensation (as defined in Section 11.1(b)(2)) or the
                    largest percentage of Employer contributions and forfeitures
                    as a percentage of the Key Employee's Compensation,
                    allocated on behalf of any Key Employee for that Plan Year.
                    This minimum allocation shall be made even though, under
                    other Plan provisions, the Participant would not otherwise
                    be entitled to receive an allocation or would have received
                    a lesser allocation for the Plan Year because of
                    insufficient Employer contributions under Section 4.2, the
                    Participant's failure to complete one thousand (1,000) Hours
                    of Service or the Participant's failure to make elective
                    deferrals under Section 4.1.

               (b)  The minimum allocation under this Section shall not apply to
                    any Participant who was not employed by the Employer on the
                    last day of the Plan Year.

               (c)  The minimum allocation under this Section shall be offset
                    and reduced by any allocation of contributions and
                    forfeitures under Section 4.2, and under any other defined
                    contribution plan (if such contributions are not matching
                    contributions under Code Section 401(m)) with a Plan Year
                    ending in the same calendar year as the Valuation Date.

               (d)  For purposes of the Plan, a non-Key Employee shall be any
                    Employee or Beneficiary of such Employee, any former
                    Employee, or Beneficiary of such former Employee, who is not
                    or was not a Key Employee during the Plan Year ending on the
                    determination date, nor during the four (4) preceding Plan
                    Years.

               (e)  If no defined benefit plan has ever been part of a
                    permissive or required aggregation group of plans of the
                    Employer, the contributions and forfeitures under this step
                    shall be offset by any allocation of contributions and
                    forfeitures under any other defined contribution plan of the
                    Employer with a Plan Year ending in the same calendar year
                    as this Plan's Valuation Date.

               (f)  There shall be no duplication of the minimum benefits
                    required under Code Section 416. Benefits shall be provided
                    under defined contribution plans before under defined
                    benefit plans. If a defined benefit plan (active or
                    terminated) is part of the permissive or required
                    aggregation group of plans, the allocation method of
                    subparagraph (a) above shall apply, except that "3%" shall
                    be increased to "5%."

               (g)  There shall be no duplication of the minimum benefits
                    required under Code Section 416. Benefits shall be provided
                    under defined contribution plans before defined benefit
                    plans. If a defined benefit plan (active or terminated) is
                    part of the permissive or required aggregation group of
                    plans, and if any Participant in the Plan would have his
                    benefits limited due to the application of the Code
                    limitation rule in Section 11.1 in a Plan Year in which the
                    Plan is a Top-Heavy Plan but not a Super Top-Heavy Plan, the
                    allocation

<PAGE>

                    method of subparagraph (f) above shall apply,
                    except that "5%" shall be increased to "7.5%."

13.4 VESTING. The provisions contained in Section 6.1 relating to vesting shall
continue to apply in any Plan Year in which the Plan is a Top-Heavy Plan, and
apply to all benefits within the meaning of Section 411(a)(7) of the Code except
those attributable to Employee contributions and elective deferrals under
Section 4.1, including benefits accrued before the effective date of Section 416
and benefits accrued before the Plan became a Top-Heavy Plan. Further, no
reduction in vested benefits may occur in the event the Plan's status as a
Top-Heavy Plan changes for any Plan Year and the vesting schedule is amended. In
addition, if a Plan's status changes from a Top-Heavy Plan to that of a
non-Top-Heavy Plan, a Participant with three (3) Years of Service shall continue
to have his vested rights determined under the schedule which he selects, in the
event the vesting schedule is subsequently amended.

Payment of a Participant's vested Account balance under this Section shall be
made in accordance with the provisions of Article Seven.


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                   ARTICLE FOURTEEN--MISCELLANEOUS PROVISIONS

14.1 PLAN DOES NOT AFFECT EMPLOYMENT. Neither the creation of this Plan, any
amendment thereto, the creation of any fund nor the payment of benefits
hereunder shall be construed as giving any legal or equitable right to any
Employee or Participant against the Employer, its officers or Employees, or
against the Trustee. All liabilities under this Plan shall be satisfied, if at
all, only out of the Trust Fund held by the Trustee. Participation in the Plan
shall not give any Participant any right to be retained in the employ of the
Employer, and the Employer hereby expressly retains the right to hire and
discharge any Employee at any time with or without cause, as if the Plan had not
been adopted, and any such discharged Participant shall have only such rights or
interests in the Trust Fund as may be specified herein.

14.2 SUCCESSOR TO THE EMPLOYER. In the event of the merger, consolidation,
reorganization or sale of assets of the Employer, under circumstances in which a
successor person, firm, or corporation shall carry on all or a substantial part
of the business of the Employer, and such successor shall employ a substantial
number of Employees of the Employer and shall elect to carry on the provisions
of the Plan, such successor shall be substituted for the Employer under the
terms and provisions of the Plan upon the filing in writing with the Trustee of
its election to do so.

14.3 REPAYMENTS TO THE EMPLOYER. Notwithstanding any provisions of this Plan to
the contrary:

     (a)  Any monies or other Plan assets attributable to any contribution made
          to this Plan by the Employer because of a mistake of fact shall be
          returned to the Employer within one (1) year after the date of
          contribution.

     (b)  Any monies or other Plan assets attributable to any contribution made
          to this Plan by the Employer shall be refunded to the Employer, to the
          extent such contribution is predicated on the deductibility thereof
          under the Code and the income tax deduction for such contribution is
          disallowed. Such amount shall be refunded within one (1) taxable year
          after the date of such disallowance or within one (1) year of the
          resolution of any judicial or administrative process with respect to
          the disallowance. All Employer contributions hereunder are expressly
          contributed based upon such contributions' deductibility under the
          Code.

However, the provisions of this Section shall not apply to elective deferrals
made by a Participant under Section 4.1.

14.4 BENEFITS NOT ASSIGNABLE. Except as provided in Section 414(p) of the Code
with respect to "qualified domestic relations orders," the rights of any
Participant or his Beneficiary to any benefit or payment hereunder shall not be
subject to voluntary or involuntary alienation or assignment.

<PAGE>

With respect to any "qualified domestic relations order" relating to the Plan,
the Plan shall permit distribution to an alternate payee under such order at any
time, irrespective of whether the Participant has attained his "earliest
retirement age" (within the meaning of Section 414(p)(4)(B) of the Code) under
the Plan. A distribution to an alternate payee prior to the Participant's
attainment of his earliest retirement age shall, however, be available only if:
(1) the order specifies distribution at that time or permits an agreement
between the Plan and the alternate payee to authorize an earlier distribution;
and (2) if the present value of the alternate payee's benefit under the Plan
exceeds $3,500, the order requires the alternate payee to consent to any
distribution occurring prior to the Participant's attainment of his earliest
retirement age. Nothing in this paragraph shall, however, give a Participant a
right to receive distribution at a time otherwise not permitted under the Plan
nor does it permit the alternate payee to receive a form of payment not
otherwise permitted under the Plan or under said Section 414(p) of the Code.

14.5 MERGER OF PLANS. In the case of any merger or consolidation of this Plan
with, or transfer of the assets or liabilities of the Plan to, any other plan,
the terms of such merger, consolidation or transfer shall be such that each
Participant would receive (in the event of termination of this Plan or its
successor immediately thereafter) a benefit which is no less than what the
Participant would have received in the event of termination of this Plan
immediately before such merger, consolidation or transfer.

14.6 INVESTMENT EXPERIENCE NOT A FORFEITURE. The decrease in value of any
Account due to adverse investment experience shall not be considered an
impermissible "forfeiture" of any vested balance.


14.7 DISTRIBUTION TO LEGALLY INCAPACITATED. In the event any benefit is payable
to a minor or to a person deemed to be incompetent or to a person otherwise
under legal disability, or who is by sole reason of advanced age, illness, or
other physical or mental incapacity incapable of handling the disposition of his
property, the Administrator, may direct the Trustee to apply all or any portion
of such benefit directly to the care, comfort, maintenance, support, education
or use of such person or to pay or distribute the whole or any part of such
benefit to (a) the spouse of such person, (b) the parent of such person, (c) the
guardian, committee, or other legal representative, wherever appointed, of such
person, (d) the person with whom such person shall reside, (e) any other person
having the care and control of such person, or (f) such person. The receipt of
any such payment or distribution shall be a complete discharge of liability for
Plan obligations.

14.8 CONSTRUCTION. Wherever appropriate, the use of the masculine gender shall
be extended to include the feminine and/or neuter or vice versa; and the
singular form of words shall be extended to include the plural; and the plural
shall be restricted to mean the singular.

14.9 GOVERNING DOCUMENTS. A Participant's rights shall be determined under the
terms of the Plan as in effect at the Participant's date of separation from
Service.

<PAGE>

14.10 GOVERNING LAW. The provisions of this Plan shall be construed under the
laws of the state of the situs of the Trust, except to the extent such laws are
preempted by Federal law.

14.11 HEADINGS. The Article headings and Section numbers are included solely for
ease of reference. If there is any conflict between such headings or numbers and
the text of the Plan, the text shall control.

14.12 COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall be deemed an original; said counterparts shall constitute
but one and the same instrument, which may be sufficiently evidenced by any one
counterpart.

14.13 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN. In the event that all or
any portion of the distribution payable to a Participant or to a Participant's
Beneficiary hereunder shall, at the expiration of five (5) years after it shall
become payable, remain unpaid solely by reason of the inability of the
Administrator to ascertain the whereabouts of such Participant or Beneficiary,
after sending a registered letter, return receipt requested, to the last known
address, and after further diligent effort, the amount so distributable shall be
treated as a forfeiture under the Plan. In the event a Participant or
Beneficiary is located subsequent to the reallocation of his Account balance,
such Account balance shall be restored in accordance with the provisions of
Section 6.2.

<PAGE>

                  ARTICLE FIFTEEN--MULTIPLE EMPLOYER PROVISIONS

15.1 ADOPTION OF THE PLAN. With the consent of the board of directors of
Intrusion.com, Inc., this Plan may be adopted by any other corporation or entity
that is not a member of the Employer's "related group" (as defined in Section
2.5) for its employees, which adopting employer shall be known as a
"Participating Employer." All assets may either be held within the Trust Fund,
or each Participating Employer may maintain a separate trust fund attributable
to its portion of Plan assets. Separate accounting shall be maintained for the
Accounts of Employees of each adopting Participating Employer.

15.2 SERVICE. For purposes of vesting, eligibility to participate in the Plan,
and determining eligibility for allocation of Participating Employer
contributions, an Employee shall be credited with all of his Hours of Service
with any Participating Employer which has adopted the Plan after the effective
date of that adoption. Pre-adoption service will be credited in accordance with
the rules in Article Two for such periods of time when the Employees were part
of a controlled group of corporations, trades or businesses under common control
or affiliated service group. These rules may be modified by an instrument of
adoption.

15.3 PLAN CONTRIBUTIONS. All contributions made by a Participating Employer, as
provided for in this Plan and unless modified by an instrument of adoption,
shall be determined separately by each Participating Employer, and shall be paid
to and held by the Trustee for the exclusive benefit of the Employees of such
Participating Employer and the Beneficiaries of such Employees, subject to all
the terms and conditions of this Plan. Any forfeiture by an Employee of a
Participating Employer subject to allocation during each Plan Year shall be
allocated only for the exclusive benefit of the Participants of such
Participating Employer in accordance with the provisions of this Plan, unless
modified by an instrument of adoption].

15.4 TRANSFERRING EMPLOYEES. The Administrator shall adopt equitable procedures
whereby contributions and forfeitures are equitably allocated in the case of
Employees transferring from the employment of one Participating Employer to
another Participating Employer. Similarly, rules shall be adopted whereby
Account records may be transferred from the records of one Participating
Employer to another Participating Employer.

15.5 DELEGATION OF AUTHORITY. Each Participating Employer shall be deemed to
have appointed Intrusion.com, Inc. as its agent to act on its behalf in all
matters relating to the administration, amendment, termination of the Plan and
the investment of the assets of the Plan.


15.6 TERMINATION. Any termination of the Plan or discontinuance of contributions
by any one Participating Employer shall operate with regard only to the
Participants employed by that Participating Employer. All Employees affected
thereby shall have a one hundred percent (100%) nonforfeitable interest in their
Accounts.

<PAGE>

In the event any Participating Employer terminates its participation in this
Plan, or in the event that any such Participating Employer shall cease to exist
through sale, reorganization or bankruptcy, the Trust fund shall be allocated by
the Trustee, in accordance with the direction of the Administrator, into
separate Trust funds. The amount to be allocated to the Trust of the terminating
Participating Employer shall be equal to the value of the Account balances of
its Participants as of the most recent date as of which Plan assets were valued
under Article Five, unless a special valuation is agreed to by the Administrator
and the terminating Participating Employer.


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