<PAGE>
                                                                  EXHIBIT 10.6




                              ODS 401(k) SAVINGS PLAN




WHEREAS, ODS Networks, Inc. (hereinafter referred to as the "Employer")
heretofore adopted the ODS 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:


<PAGE>

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>

ARTICLE ONE--DEFINITIONS
<S>            <C>
     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


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
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>            <C>
     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


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
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>            <C>
     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


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
</TABLE>

<PAGE>

                              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).

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 


<PAGE>

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 ODS Networks, 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
ODS Networks, Inc. may adopt the Plan with the approval of its board of
directors (or noncorporate counterpart) subject to the approval of ODS Networks,
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 ODS Networks,
Inc.  For purposes hereof, each Participating Affiliate shall be deemed to have
appointed ODS Networks, 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 ODS Networks, 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).

<PAGE>

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 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.

<PAGE>

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.


1.18  "PLAN" shall mean ODS 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.

<PAGE>


                     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.


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 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 

<PAGE>

          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.
          

<PAGE>

                         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 January 1, April 1, July 1 or October 1 coincident with or next following
the Employee's completion of three (3) Months of Service.  For purposes of this
Section 3.1, an Employee shall be credited with three (3) Months of Service for
each three (3) month period commencing on his Employment Date and the three (3)
month anniversaries of that date and ending on the date he retires, dies or
otherwise separates from Service.  Fractional periods of a month shall be
expressed in terms of days, with thirty (30) days being equal to one (1) month.

In no event, however, shall any Leased Employee, or any Employee who is a
non-resident alien, or an independent contractor, participate under the Plan.


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.
<PAGE>

             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)).

     (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.

<PAGE>

     (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 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 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).

<PAGE>

              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.


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.

<PAGE>


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 $3,500, 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.

Subject to the following provisions of this Section 7.2, if a Participant
terminates employment for any reason other than Normal Retirement, Disability or
death, distribution of his vested Account shall not be made or commence unless
the Participant otherwise requests in writing.

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.


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 

<PAGE>

          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 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, 


<PAGE>

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.


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:

<PAGE>

          (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 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 


<PAGE>

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.  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 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.

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.

<PAGE>

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.

          (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 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.


<PAGE>

          (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.

               (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 

<PAGE>

               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;

               (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:


<PAGE>

               (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).

               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

               (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 

<PAGE>

               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.

          (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.

<PAGE>

               (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.


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 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 


<PAGE>

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.

<PAGE>

                     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.

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 

<PAGE>

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.


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 ODS
Networks, 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 ODS Networks, 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.

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.

<PAGE>


                         





IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused
this Plan to be executed on the          29TH          day of             
OCTOBER         , 1997.


                    ODS NETWORKS, INC.



               By:  /S/ KANDIS TATE THOMPSON                           
                    -----------------------------
                    Authorized Officer