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                                                                   EXHIBIT 10.37

                                THE CORPORATEPLAN

                                FOR RETIREMENT(SM)

                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN

                   NON-STANDARDIZED ADOPTION AGREEMENT NO. 001
                                  FOR USE WITH
                       FIDELITY BASIC PLAN DOCUMENT NO. 02

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

<PAGE>

                               ADOPTION AGREEMENT
                                    ARTICLE 1
                   NON-STANDARDIZED PROFIT SHARING/401(K) PLAN

1.01     PLAN INFORMATION

         (a)      NAME OF PLAN:

                  This is the PharmChem, Inc. 401(k) (the "Plan")

         (b)      TYPE OF PLAN:

                  (1)      [ ]      401(k) Only

                  (2)      [X]      401(k) and Profit Sharing

                  (3)      [ ]      Profit Sharing Only

         (c)      ADMINISTRATOR NAME (IF NOT THE EMPLOYER):

                  ______________________________________________________________

                  Address:                   ___________________________________

                                             ___________________________________

                  Telephone Number:          ___________________________________

                  The Administrator is the agent for service of legal process
                  for the Plan.

         (d)      PLAN YEAR END (month/day): 12/31

         (e)      THREE DIGIT PLAN NUMBER:   002

         (f)      LIMITATION YEAR (check one):

                  (1)      [ ]      Calendar Year

                  (2)      [X]      Plan Year

                  (3)      [ ]      Other:

         (g)      PLAN STATUS (check appropriate box(es)):

                  (1)      [ ]      New Plan Effective Date:

                  (2)      [X]      Amendment Effective Date: 4/1/2003

                           This is (check one):

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       1

<PAGE>

                           (A)               [X]      an amendment and
                                             restatement of a Basic Plan
                                             Document No. 02 Adoption Agreement
                                             previously executed by the
                                             Employer; or

                           (B)               [ ]      a conversion to a Basic
                                             Plan Document No. 02 Adoption
                                             Agreement.

                                    The original effective date of the Plan:
                                    4/1/1975

                  (3)               [X]      This is an amendment and
                                    restatement of the Plan and the Plan was not
                                    amended prior to the effective date
                                    specified in Subsection 1.01(g)(2) above to
                                    comply with the requirements of the Acts
                                    specified in the Snap Off Addendum to the
                                    Adoption Agreement. The provisions specified
                                    in the Snap Off Addendum are effective as of
                                    the dates specified in the Snap Off
                                    Addendum, which dates may be prior to the
                                    Amendment Effective Date. Please read and
                                    complete, if necessary, the Snap Off
                                    Addendum to the Adoption Agreement.

                  (4)               [ ]      SPECIAL EFFECTIVE DATES - Certain
                                    provisions of the Plan shall be effective as
                                    of a date other than the date specified
                                    above. Please complete the Special Effective
                                    Dates Addendum to the Adoption Agreement
                                    indicating the affected provisions and their
                                    effective dates.

                  (5)               [ ]      PLAN MERGER EFFECTIVE DATES.
                                    Certain plan(s) were merged into the Plan
                                    and certain provisions of the Plan are
                                    effective with respect to the merged plan(s)
                                    as of a date other than the date specified
                                    above. Please complete the Special Effective
                                    Dates Addendum to the Adoption Agreement
                                    indicating the plan(s) that have merged into
                                    the Plan and the effective date(s) of such
                                    merger(s).

1.02     EMPLOYER

         (a)      EMPLOYER NAME:             PharmChem, Inc.

                  Address:                   4600 North Beach Street
                                             Haltom City, TX 76137

                  Contact's Name:            Ms. Tammy Reynolds

                  Telephone Number:          (817) 605-4810

                  (1)      Employer's Tax Identification Number:      77-0187280

                  (2)      Employer's fiscal year end:          12/31

                  (3)      Date business commenced:             7/15/1971

         (b)      THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S)
                  (AS DEFINED IN SUBSECTION 2.01(rr)) (list each participating
                  Related Employer and its Employer Tax Identification Number):

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       2

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1.03     TRUSTEE

         (a)      TRUSTEE NAME:     Fidelity Management Trust Company
                  Address:          82 Devonshire Street
                                    Boston, MA 02109

1.04     COVERAGE

         ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW SHALL BE ELIGIBLE
         TO PARTICIPATE IN THE PLAN:

         (a)      AGE REQUIREMENT (check one):

                  (1)      [ ]      no age requirement.

                  (2)      [X]      must have attained age: 18.0 (NOT TO EXCEED
                                    21).

         (b)      ELIGIBILITY SERVICE REQUIREMENT

                  (1)      ELIGIBILITY TO PARTICIPATE IN PLAN (check one):

                           (A)      [ ]      no Eligibility Service requirement.

                           (B)               [X]      3 (NOT TO EXCEED 11)
                                             months of Eligibility Service
                                             requirement (no minimum number
                                             Hours of Service can be required).

                           (C)               [ ]      one year of Eligibility
                                             Service requirement (at least 1,000
                                             Hours of Service are required
                                             during the Eligibility Computation
                                             Period).

                           (D)               [ ]      two years of Eligibility
                                             Service requirement (at least 1,000
                                             Hours of Service are required
                                             during each Eligibility Computation
                                             Period). (DO NOT SELECT IF OPTION
                                             1.01(b)(1), 401(k)ONLY, IS CHECKED,
                                             UNLESS A DIFFERENT ELIGIBILITY
                                             SERVICE REQUIREMENT APPLIES TO
                                             DEFERRAL CONTRIBUTIONS UNDER OPTION
                                             1.04(b)(2).)

                                    NOTE: If the Employer selects the two year
                                    Eligibility Service requirement, then
                                    contributions subject to such Eligibility
                                    Service requirement must be 100% vested when
                                    made.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       3

<PAGE>

                  (2)               [ ]      SPECIAL ELIGIBILITY SERVICE
                                    REQUIREMENT FOR DEFERRAL CONTRIBUTIONS
                                    AND/OR MATCHING EMPLOYER CONTRIBUTIONS:

                           (A)      The special Eligibility Service requirement
                                    applies to (check the appropriate box(es)):

                                    (i)      [ ]      Deferral Contributions.

                                    (ii)     [ ]      Matching Employer
                                             Contributions.

                           (B)      The special Eligibility Service requirement
                                    is:__________(Fill in (A), (B), or (C) from
                                    Subsection 1.04(b)(1) above).

         (c)      ELIGIBLE CLASS OF EMPLOYEES (check one):

                  NOTE: The Plan may not cover employees who are residents of
                  Puerto Rico. These employees are automatically excluded from
                  the eligible class, regardless of the Employer's selection
                  under this Subsection 1.04(c).

                  (1)      [ ]      includes all Employees of the Employer.

                  (2)               [X]      includes all Employees of the
                                             Employer except for (check the
                                             appropriate box(es)):

                           (A)      [X]      employees covered by a collective
                                             bargaining agreement.

                           (B)               [ ]      Highly Compensated
                                             Employees as defined in Code
                                             Section 414(q).

                           (C)      [X]      Leased Employees as defined in
                                    Subsection 2.01(cc).

                           (D)               [X]      nonresident aliens who do
                                             not receive any earned income from
                                             the Employer which constitutes
                                             United States source income.

                           (E)      [ ]      other:

                                    NOTE: The Employer should exercise caution
                                    when excluding employees from participation
                                    in the Plan. Exclusion of employees may
                                    adversely affect the Plan's satisfaction of
                                    the minimum coverage requirements, as
                                    provided in Code Section 410(b).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       4

<PAGE>

         (d)      THE ENTRY DATES SHALL BE (check one):

                  (1)               [ ]      immediate upon meeting the
                                    eligibility requirements specified in
                                    Subsections 1.04(a), (b), and (c).

                  (2)               [ ]      the first day of each Plan Year and
                                    the first day of the seventh month of each
                                    Plan Year.

                  (3)               [ ]     the first day of each Plan Year and
                                    the first day of the fourth, seventh, and
                                    tenth months of each Plan Year.

                  (4)      [X]      the first day of each month.

                  (5)               [ ]      the first day of each Plan Year.
                                    (DO NOT SELECT IF THERE IS AN ELIGIBILITY
                                    SERVICE REQUIREMENT OF MORE THAN SIX MONTHS
                                    IN SUBSECTION 1.04(b) OR IF THERE IS AN AGE
                                    REQUIREMENT OF MORE THAN 20 1/2 IN
                                    SUBSECTION 1.04(a).)

         (e)               [ ]      SPECIAL ENTRY DATE(S) - In addition to the
                           Entry Dates specified in Subsection 1.04(d) above,
                           the following special Entry Date(s) apply for
                           Deferral and/or Matching Employer Contributions.
                           (SPECIAL ENTRY DATES MAY ONLY BE SELECTED IF OPTION
                           1.04(b)(2), SPECIAL ELIGIBILITY SERVICE REQUIREMENT,
                           IS CHECKED. THE SAME ENTRY DATES MUST BE SELECTED FOR
                           CONTRIBUTIONS THAT ARE SUBJECT TO THE SAME
                           ELIGIBILITY SERVICE REQUIREMENTS.)

                  (1)      The special Entry Date(s) shall apply to (check the
                           appropriate box(es)):

                           (A)      [ ]      Deferral Contributions.

                           (B)      [ ]      Matching Employer Contributions.

                  (2)      The special Entry Date(s) shall be: _________ (Fill
                           in (1), (2), (3), (4), or (5) from Subsection 1.04(d)
                           above).

         (f)      DATE OF INITIAL PARTICIPATION - An Employee shall become a
                  Participant unless excluded by Subsection 1.04(c) above on the
                  Entry Date immediately following the date the Employee
                  completes the service and age requirement(s) in Subsections
                  1.04(a) and (b), if any, except (check one):

                  (1)      [X]      no exceptions.

                  (2)               [ ]      Employees employed on the Effective
                                    Date in Subsection 1.01(g)(1) or (2) shall
                                    become Participants on that date.

                  (3)               [ ]      Employees who meet the age and
                                    service requirement(s) of Subsections
                                    1.04(a) and (b) on the Effective Date in
                                    Subsection 1.01(g)(1) or (2) shall become
                                    Participants on that date.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       5

<PAGE>

1.05     COMPENSATION

         COMPENSATION FOR PURPOSES OF DETERMINING CONTRIBUTIONS SHALL BE AS
         DEFINED IN SECTION 5.02, MODIFIED AS PROVIDED BELOW.

         (a)      COMPENSATION EXCLUSIONS: Compensation shall exclude the
                  item(s) listed below for purposes of determining Deferral
                  Contributions, Employee Contributions, if any, and Qualified
                  Nonelective Employer Contributions, or, if Subsection
                  1.01(b)(3), Profit Sharing Only, is selected, Nonelective
                  Employer Contributions. Unless otherwise indicated in
                  Subsection 1.05(b), these exclusions shall also apply in
                  determining all other Employer-provided contributions. (Check
                  the appropriate box(es); Options (2), (3), (4), (5), and (6)
                  may not be elected with respect to Deferral Contributions if
                  Option 1.10(a)(3), Safe Harbor Matching Employer
                  Contributions, is checked):

                  (1)      [ ]      No exclusions.

                  (2)      [ ]      Overtime Pay.

                  (3)      [ ]      Bonuses.

                  (4)      [ ]      Commissions.

                  (5)               [X]     The value of a qualified or a
                                    non-qualified stock option granted to an
                                    Employee by the Employer to the extent such
                                    value is includable in the Employee's
                                    taxable income.

                  (6)      [ ]      Severance Pay.

         (b)      SPECIAL COMPENSATION EXCLUSIONS FOR DETERMINING EMPLOYER-
                  PROVIDED CONTRIBUTIONS IN ARTICLE 5 (either (1) or (2) may be
                  selected, but not both):

                  (1)               [ ]      Compensation for purposes of
                                    determining Matching, Qualified Matching,
                                    and Nonelective Employer Contributions shall
                                    exclude: _________ (Fill in number(s) for
                                    item(s) from Subsection 1.05(a) above that
                                    apply.)

                  (2)               [ ]      Compensation for purposes of
                                    determining Nonelective Employer
                                    Contributions only shall exclude: _________
                                    (Fill in number(s) for item(s) from
                                    Subsection 1.05(a) above that apply.)

                           NOTE: If the Employer selects Option (2), (3), (4),
                           (5), or (6) with respect to Nonelective Employer
                           Contributions, Compensation must be tested to show
                           that it meets the requirements of Code Section 414(s)
                           or 401(a)(4). These exclusions shall not apply for
                           purposes of the "Top Heavy" requirements in Section
                           15.03, for allocating safe harbor Matching Employer
                           Contributions if Subsection 1.10(a)(3) is selected,
                           for allocating safe harbor Nonelective Employer
                           Contributions if Subsection 1.11(a)(3) is selected,
                           or for allocating non-safe harbor Nonelective
                           Employer Contributions if the Integrated Formula is
                           elected in Subsection 1.11(b)(2).

         (c)      COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION -
                  Contributions for the Plan Year in which an Employee first
                  becomes a Participant shall be determined based on the
                  Employee's Compensation (check one):

                  (1)      [ ]      for the entire Plan Year.

                  (2)               [X]      for the portion of the Plan Year in
                                    which the Employee is eligible to
                                    participate in the Plan.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       6

<PAGE>

                           NOTE: If the initial Plan Year of a new Plan consists
                           of fewer than 12 months from the Effective Date in
                           Subsection 1.01(g)(1) through the end of the initial
                           Plan Year, Compensation for purposes of determining
                           the amount of contributions, other than non-safe
                           harbor Nonelective Employer Contributions, under the
                           Plan shall be the period from such Effective Date
                           through the end of the initial year. However, for
                           purposes of determining the amount of non-safe harbor
                           Nonelective Employer Contributions and for other Plan
                           purposes, where appropriate, the full
                           12-consecutive-month period ending on the last day of
                           the initial Plan Year shall be used.

1.06     TESTING RULES

         (a)      ADP/ACP PRESENT TESTING METHOD - The testing method for
                  purposes of applying the "ADP" and "ACP" tests described in
                  Sections 6.03 and 6.06 of the Plan shall be the (check one):

                  (1)               [X]      CURRENT YEAR TESTING METHOD - The
                                    "ADP" or "ACP" of Highly Compensated
                                    Employees for the Plan Year shall be
                                    compared to the "ADP" or "ACP" of Non-Highly
                                    Compensated Employees for the same Plan
                                    Year. (MUST CHOOSE IF OPTION 1.10(a)(3),
                                    SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS,
                                    OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA,
                                    WITH RESPECT TO NONELECTIVE EMPLOYER
                                    CONTRIBUTIONS IS CHECKED.)

                  (2)               [ ]      PRIOR YEAR TESTING METHOD - The
                                    "ADP" or "ACP" of Highly Compensated
                                    Employees for the Plan Year shall be
                                    compared to the "ADP" or "ACP" of Non-Highly
                                    Compensated Employees for the immediately
                                    preceding Plan Year. (DO NOT CHOOSE IF
                                    OPTION 1.10(a)(3), SAFE HARBOR MATCHING
                                    EMPLOYER CONTRIBUTIONS, OR OPTION
                                    1.11(a)(3), SAFE HARBOR FORMULA, WITH
                                    RESPECT TO NONELECTIVE EMPLOYER
                                    CONTRIBUTIONS IS CHECKED.)

                  (3)               [ ]      Not applicable. (ONLY IF OPTION
                                    1.01(b)(3), PROFIT SHARING ONLY, IS CHECKED
                                    OR OPTION 1.04(c)(2)(B), EXCLUDING ALL
                                    HIGHLY COMPENSATED EMPLOYEES FROM THE
                                    ELIGIBLE CLASS OF EMPLOYEES, IS CHECKED.)

                  NOTE: Restrictions apply on elections to change testing
                  methods that are made after the end of the GUST remedial
                  amendment period.

         (b)      FIRST YEAR TESTING METHOD - If the first Plan Year that the
                  Plan, other than a successor plan, permits Deferral
                  Contributions or provides for either Employee or Matching
                  Employer Contributions, occurs on or after the Effective Date
                  specified in Subsection 1.01(g), the "ADP" and/or "ACP" test
                  for such first Plan Year shall be applied using the actual
                  "ADP" and/or "ACP" of Non-Highly Compensated Employees for
                  such first Plan Year, unless otherwise provided below.

                  (1)               [ ]      The "ADP" and/or "ACP" test for the
                                    first Plan Year that the Plan permits
                                    Deferral Contributions or provides for
                                    either Employee or Matching Employer
                                    Contributions shall be applied assuming a 3%
                                    "ADP" and/or "ACP" for Non-Highly
                                    Compensated Employees. (DO NOT CHOOSE UNLESS
                                    PLAN USES PRIOR YEAR TESTING METHOD
                                    DESCRIBED IN SUBSECTION 1.06(a)(2).)

         (c)      HCE DETERMINATIONS: LOOK BACK YEAR - The look back year for
                  purposes of determining which Employees are Highly Compensated
                  Employees shall be the 12-consecutive-month period preceding
                  the Plan Year, unless otherwise provided below.

                  (1)               [ ]      CALENDAR YEAR DETERMINATION - The
                                    look back year shall be the calendar year
                                    beginning within the preceding Plan Year.
                                    (DO NOT CHOOSE IF THE PLAN YEAR IS THE
                                    CALENDAR YEAR.)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       7

<PAGE>

         (d)      HCE DETERMINATIONS: TOP PAID GROUP ELECTION - All Employees
                  with Compensation exceeding $80,000 (as indexed) shall be
                  considered Highly Compensated Employees, unless Top Paid Group
                  Election below is checked.

                  (1)               [X]      TOP PAID GROUP ELECTION - Employees
                                    with Compensation exceeding $80,000 (as
                                    indexed) shall be considered Highly
                                    Compensated Employees only if they are in
                                    the top paid group (the top 20% of Employees
                                    ranked by Compensation).

                  NOTE: Effective for determination years beginning on or after
                  January 1, 1998, if the Employer elects Option 1.06(c)(1)
                  and/or 1.06(d)(1), such election(s) must apply consistently to
                  all retirement plans of the Employer for determination years
                  that begin with or within the same calendar year (except that
                  Option 1.06(c)(1), Calendar Year Determination, shall not
                  apply to calendar year plans).

1.07     DEFERRAL CONTRIBUTIONS

         (a)               [X]      DEFERRAL CONTRIBUTIONS - Participants may
                           elect to have a portion of their Compensation
                           contributed to the Plan on a before-tax basis
                           pursuant to Code Section 401(k).

                  (1)      REGULAR CONTRIBUTIONS - The Employer shall make a
                           Deferral Contribution in accordance with Section 5.03
                           on behalf of each Participant who has an executed
                           salary reduction agreement in effect with the
                           Employer for the payroll period in question, not to
                           exceed 60% of Compensation for that period.

                           NOTE: For Limitation Years beginning prior to 2002,
                           the percentage elected above must be less than 25% in
                           order to satisfy the limitation on annual additions
                           under Code Section 415 if other types of
                           contributions are provided under the Plan.

                           (A)               [ ]      Instead of specifying a
                                             percentage of Compensation, a
                                             Participant's salary reduction
                                             agreement may specify a dollar
                                             amount to be contributed each
                                             payroll period, provided such
                                             dollar amount does not exceed the
                                             maximum percentage of Compensation
                                             specified in Subsection 1.07(a)(1)
                                             above.

                           (B)      A Participant may increase or decrease, on a
                                    prospective basis, his salary reduction
                                    agreement percentage (check one):

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

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

                                    (iii)             [X]      as of the next
                                                      Entry Date. (DO NOT SELECT
                                                      IF IMMEDIATE ENTRY IS
                                                      ELECTED WITH RESPECT TO
                                                      DEFERRAL CONTRIBUTIONS IN
                                                      SUBSECTION 1.04(d) OR
                                                      1.04(e).)

                                    (iv)     [ ]      other. (Specify, but must
                                             be at least once per Plan Year)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       8

<PAGE>

                                    NOTE: Notwithstanding the Employer's
                                    election hereunder, if Option 1.10(a)(3),
                                    Safe Harbor Matching Employer Contributions,
                                    or 1.11(a)(3), Safe Harbor Formula, with
                                    respect to Nonelective Employer
                                    Contributions is checked, the Plan provides
                                    that an Active Participant may change his
                                    salary reduction agreement percentage for
                                    the Plan Year within a reasonable period
                                    (not fewer than 30 days) of receiving the
                                    notice described in Section 6.10.

                           (C)      A Participant may revoke, on a prospective
                                    basis, a salary reduction agreement at any
                                    time upon proper notice to the Administrator
                                    but in such case may not file a new salary
                                    reduction agreement until (check one):

                                    (i)      [ ]      the first day of the next
                                             Plan Year.

                                    (ii)              [X]      any subsequent
                                                      Entry Date. (DO NOT SELECT
                                                      IF IMMEDIATE ENTRY IS
                                                      ELECTED WITH RESPECT TO
                                                      DEFERRAL CONTRIBUTIONS IN
                                                      SUBSECTION 1.04(d) OR
                                                      1.04(e).)

                                    (iii)    [ ]      other. (Specify, but must
                                             be at least once per Plan Year)

                  (2)               [X]      ADDITIONAL DEFERRAL CONTRIBUTIONS -
                                    The Employer may allow Participants upon
                                    proper notice and approval to enter into a
                                    special salary reduction agreement to make
                                    additional Deferral Contributions in an
                                    amount up to 100% of their Compensation for
                                    the payroll period(s) designated by the
                                    Employer.

                  (3)               [X]      BONUS CONTRIBUTIONS - The Employer
                                    may allow Participants upon proper notice
                                    and approval to enter into a special salary
                                    reduction agreement to make Deferral
                                    Contributions in an amount up to 100% of any
                                    Employer paid cash bonuses designated by the
                                    Employer on a uniform and non-discriminatory
                                    basis that are made for such Participants
                                    during the Plan Year. The Compensation
                                    definition elected by the Employer in
                                    Subsection 1.05(a) must include bonuses if
                                    bonus contributions are permitted.

                           NOTE: A Participant's contributions under Subsection
                           1.07(a)(2) and/or (3) may not cause the Participant
                           to exceed the percentage limit specified by the
                           Employer in Subsection 1.07(a)(1) for the full Plan
                           Year. If the Administrator anticipates that the Plan
                           will not satisfy the "ADP" and/or "ACP" test for the
                           year, the Administrator may reduce the rate of
                           Deferral Contributions of Participants who are Highly
                           Compensated Employees to an amount objectively
                           determined by the Administrator to be necessary to
                           satisfy the "ADP" and/or "ACP" test.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       9

<PAGE>

1.08     EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

         (a)               [ ]      EMPLOYEE CONTRIBUTIONS - Either (1)
                           Participants will be permitted to contribute amounts
                           to the Plan on an after-tax basis or (2) the Employer
                           maintains frozen Employee Contributions Accounts
                           (check one):

                  (1)               [ ]      FUTURE EMPLOYEE CONTRIBUTIONS -
                                    Participants may make voluntary,
                                    non-deductible, after-tax Employee
                                    Contributions pursuant to Section 5.04 of
                                    the Plan. (ONLY IF OPTION 1.07(a), DEFERRAL
                                    CONTRIBUTIONS, IS CHECKED.)

                  (2)               [ ]      FROZEN EMPLOYEE CONTRIBUTIONS -
                                    Participants may not currently make
                                    after-tax Employee Contributions to the
                                    Plan, but the Employer does maintain frozen
                                    Employee Contributions Accounts.

1.09     QUALIFIED NONELECTIVE CONTRIBUTIONS

         (a)      QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS - If Option
                  1.07(a), Deferral Contributions, is checked, the Employer may
                  contribute an amount which it designates as a Qualified
                  Nonelective Employer Contribution to be included in the "ADP"
                  or "ACP" test. Unless otherwise provided below, Qualified
                  Nonelective Employer Contributions shall be allocated to
                  Participants who were eligible to participate in the Plan at
                  any time during the Plan Year and are Non-Highly Compensated
                  Employees either (A) in the ratio which each Participant's
                  "testing compensation", as defined in Subsection 6.01(t), for
                  the Plan Year bears to the total of all Participants' "testing
                  compensation" for the Plan Year or (B) as a flat dollar
                  amount.

                  (1)               [ ]      Qualified Nonelective Employer
                                    Contributions shall be allocated to
                                    Participants as a percentage of the lowest
                                    paid Participant's "testing compensation",
                                    as defined in Subsection 6.01(t), for the
                                    Plan Year up to the lower of (A) the maximum
                                    amount contributable under the Plan or (B)
                                    the amount necessary to satisfy the "ADP" or
                                    "ACP" test. If any Qualified Nonelective
                                    Employer Contribution remains, allocation
                                    shall continue in the same manner to the
                                    next lowest paid Participants until the
                                    Qualified Nonelective Employer Contribution
                                    is exhausted.

1.10     MATCHING EMPLOYER CONTRIBUTIONS (ONLY IF OPTION 1.07(a), DEFERRAL
         CONTRIBUTIONS, IS CHECKED)

         (a)      [X]      BASIC MATCHING EMPLOYER CONTRIBUTIONS (check one):

                  (1)               [X]      NON-DISCRETIONARY MATCHING EMPLOYER
                                    CONTRIBUTIONS - The Employer shall make a
                                    basic Matching Employer Contribution on
                                    behalf of each Participant in an amount
                                    equal to the following percentage of a
                                    Participant's Deferral Contributions during
                                    the Contribution Period (check (A) or (B)
                                    and, if applicable, (C)):

                           NOTE: Effective for Plan Years beginning on or after
                           January 1, 1999, if the Employer elected Option
                           1.11(a)(3), Safe Harbor Formula, with respect to
                           Nonelective Employer Contributions and meets the
                           requirements for deemed satisfaction of the "ADP"
                           test in Section 6.10 for a Plan Year, the Plan will
                           also be deemed to satisfy the "ACP" test for such
                           Plan Year with respect to Matching Employer
                           Contributions if Matching Employer Contributions
                           hereunder meet the requirements in Section 6.11.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       10

<PAGE>

                           (A)      [X]      Single Percentage Match: 10%

                           (B)      [ ]      Tiered Match:

                                    _________% of the first _________% of the
                                    Active Participant's Compensation
                                    contributed to the Plan,

                                    _________% of the next __________% of the
                                    Active Participant's Compensation
                                    contributed to the Plan,

                                    _________% of the next ___________% of the
                                    Active Participant's Compensation
                                    contributed to the Plan.

                                    NOTE: The percentages specified above for
                                    basic Matching Employer Contributions may
                                    not increase as the percentage of
                                    Compensation contributed increases.

                           (C)               [ ]      Limit on Non-Discretionary
                                             Matching Employer Contributions
                                             (check the appropriate box(es)):

                                    (i)               [ ]      Deferral
                                                      Contributions in excess of
                                                      ________ % of the
                                                      Participant's Compensation
                                                      for the period in question
                                                      shall not be considered
                                                      for non-discretionary
                                                      Matching Employer
                                                      Contributions.

                                             NOTE: If the Employer elected a
                                             percentage limit in (i) above and
                                             requested the Trustee to account
                                             separately for matched and
                                             unmatched Deferral Contributions
                                             made to the Plan, the
                                             non-discretionary Matching Employer
                                             Contributions allocated to each
                                             Participant must be computed, and
                                             the percentage limit applied, based
                                             upon each payroll period.

                                    (ii)              [ ]      Matching Employer
                                                      Contributions for each
                                                      Participant for each Plan
                                                      Year shall be limited to
                                                      $___________.

                  (2)               [ ]      DISCRETIONARY MATCHING EMPLOYER
                                    CONTRIBUTIONS - The Employer may make a
                                    basic Matching Employer Contribution on
                                    behalf of each Participant in an amount
                                    equal to the percentage declared for the
                                    Contribution Period, if any, by a Board of
                                    Directors' Resolution (or by a Letter of
                                    Intent for a sole proprietor or partnership)
                                    of the Deferral Contributions made by each
                                    Participant during the Contribution Period.
                                    The Board of Directors' Resolution (or
                                    Letter of Intent, if applicable) may limit
                                    the Deferral Contributions matched to a
                                    specified percentage of Compensation or
                                    limit the amount of the match to a specified
                                    dollar amount.

                           (A)               [ ]      4% Limitation on
                                             Discretionary Matching Employer
                                             Contributions for Deemed
                                             Satisfaction of "ACP" Test - In no
                                             event may the dollar amount of the
                                             discretionary Matching Employer
                                             Contribution made on a
                                             Participant's behalf for the Plan
                                             Year exceed 4% of the Participant's
                                             Compensation for the Plan Year.
                                             (ONLY IF OPTION 1.11(a)(3), SAFE
                                             HARBOR FORMULA, WITH RESPECT TO
                                             NONELECTIVE EMPLOYER CONTRIBUTIONS
                                             IS CHECKED.)

                  (3)               [ ]      SAFE HARBOR MATCHING EMPLOYER
                                    CONTRIBUTIONS - Effective only for Plan
                                    Years beginning on or after January 1, 1999,
                                    if the Employer elects one of the safe
                                    harbor formula Options provided in the Safe
                                    Harbor Matching Employer Contribution
                                    Addendum to the Adoption Agreement and
                                    provides written notice each Plan Year to
                                    all Active Participants of their rights and
                                    obligations under the Plan, the Plan shall
                                    be deemed to satisfy the "ADP" test and,
                                    under certain circumstances, the "ACP" test.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       11

<PAGE>

         (b)               [X]      ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS -
                           The Employer may at Plan Year end make an additional
                           Matching Employer Contribution equal to a percentage
                           declared by the Employer, through a Board of
                           Directors' Resolution (or by a Letter of Intent for a
                           sole proprietor or partnership), of the Deferral
                           Contributions made by each Participant during the
                           Plan Year. (ONLY IF OPTION 1.10(a)(1) OR (3) IS
                           checked.) The Board of Directors' Resolution (or
                           Letter of Intent, if applicable) may limit the
                           Deferral Contributions matched to a specified
                           percentage of Compensation or limit the amount of the
                           match to a specified dollar amount.

                  (1)               [ ]      4% LIMITATION ON ADDITIONAL
                                    MATCHING EMPLOYER CONTRIBUTIONS FOR DEEMED
                                    SATISFACTION OF "ACP" TEST - In no event may
                                    the dollar amount of the additional Matching
                                    Employer Contribution made on a
                                    Participant's behalf for the Plan Year
                                    exceed 4% of the Participant's Compensation
                                    for the Plan Year. (ONLY IF OPTION
                                    1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER
                                    CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE
                                    HARBOR FORMULA, WITH RESPECT TO NONELECTIVE
                                    EMPLOYER CONTRIBUTIONS IS CHECKED.)

                  NOTE: If the Employer elected Option 1.10(a)(3), Safe Harbor
                  Matching Employer Contributions, above and wants to be deemed
                  to have satisfied the "ADP" test for Plan Years beginning on
                  or after January 1, 1999, the additional Matching Employer
                  Contribution must meet the requirements of Section 6.10. In
                  addition to the foregoing requirements, if the Employer
                  elected either Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, or Option 1.11(a)(3), Safe Harbor
                  Formula, with respect to Nonelective Employer Contributions,
                  and wants to be deemed to have satisfied the "ACP" test with
                  respect to Matching Employer Contributions for the Plan Year,
                  the Deferral Contributions matched may not exceed the
                  limitations in Section 6.11.

         (c)      CONTRIBUTION PERIOD FOR MATCHING EMPLOYER CONTRIBUTIONS - The
                  Contribution Period for purposes of calculating the amount of
                  basic Matching Employer Contributions described in Subsection
                  1.10(a) is:

                  (1)      [ ]      each calendar month.

                  (2)      [ ]      each Plan Year quarter.

                  (3)      [X]      each Plan Year.

                  (4)      [ ]      each payroll period.

                  The Contribution Period for additional Matching Employer
                  Contributions described in Subsection 1.10(b) is the Plan
                  Year.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       12

<PAGE>

         (d)      CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant who
                  makes Deferral Contributions during a Contribution Period
                  shall only be entitled to receive Matching Employer
                  Contributions under Section 1.10 for that Contribution Period
                  if the Participant satisfies the following requirement(s)
                  (Check the appropriate box(es). Options (3) and (4) may not be
                  elected together; Option (5) may not be elected with Option
                  (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not
                  be elected with respect to basic Matching Employer
                  Contributions if Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, is checked):

                  (1)      [ ]      No requirements.

                  (2)               [X]      Is employed by the Employer or a
                                    Related Employer on the last day of the
                                    Contribution Period.

                  (3)               [ ]      Earns at least 501 Hours of Service
                                    during the Plan Year. (ONLY IF THE
                                    CONTRIBUTION PERIOD IS THE PLAN YEAR.)

                  (4)               [X]      Earns at least 1,000 Hours of
                                    Service during the Plan Year. (ONLY IF THE
                                    CONTRIBUTION PERIOD IS THE PLAN YEAR.)

                  (5)               [ ]      Either earns at least 501 Hours of
                                    Service during the Plan Year or is employed
                                    by the Employer or a Related Employer on the
                                    last day of the Plan Year. (ONLY IF THE
                                    CONTRIBUTION PERIOD IS THE PLAN YEAR.)

                  (6)      [ ]      Is not a Highly Compensated Employee for the
                                    Plan Year.

                  (7)               [ ]      Is not a partner or a member of the
                                    Employer, if the Employer is a partnership
                                    or an entity taxed as a partnership.

                  (8)               [X]      Special continuing eligibility
                                    requirement(s) for additional Matching
                                    Employer Contributions. (ONLY IF OPTION
                                    1.10(B), ADDITIONAL MATCHING EMPLOYER
                                    CONTRIBUTIONS, IS CHECKED.)

                           (A)      The continuing eligibility requirement(s)
                                    for additional Matching Employer
                                    Contributions is/are: (2) (4) (Fill in
                                    number of applicable eligibility
                                    requirement(s) from above.)

                  NOTE: If Option (2), (3), (4), or (5) above is selected, then
                  Matching Employer Contributions can only be FUNDED by the
                  Employer AFTER the Contribution Period or Plan Year ends.
                  Matching Employer Contributions funded during the Contribution
                  Period or Plan Year shall not be subject to the eligibility
                  requirements of Option (2), (3), (4), or (5). If Option (2),
                  (3), (4), or (5) is adopted during a Contribution Period or
                  Plan Year, as applicable, such Option shall not become
                  effective until the first day of the next Contribution Period
                  or Plan Year.

         (e)               [X]      QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS -
                           Prior to making any Matching Employer Contribution
                           hereunder (other than a safe harbor Matching Employer
                           Contribution), the Employer may designate all or a
                           portion of such Matching Employer Contribution as a
                           Qualified Matching Employer Contribution that may be
                           used to satisfy the "ADP" test on Deferral
                           Contributions and excluded in applying the "ACP" test
                           on Employee and Matching Employer Contributions.
                           Unless the additional eligibility requirement is
                           selected below, Qualified Matching Employer
                           Contributions shall be allocated to all Participants
                           who meet the continuing eligibility requirement(s)
                           described in Subsection 1.10(d) above for the type of
                           Matching Employer Contribution being characterized as
                           a Qualified Matching Employer Contribution.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       13

<PAGE>

                  (1)               [X]      To receive an allocation of
                                    Qualified Matching Employer Contributions a
                                    Participant must also be a Non-Highly
                                    Compensated Employee for the Plan Year.

                  NOTE: Qualified Matching Employer Contributions may not be
                  excluded in applying the "ACP" test for a Plan Year if the
                  Employer elected Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, or Option 1.11(a)(3), Safe Harbor
                  Formula, with respect to Nonelective Employer Contributions,
                  and the "ADP" test is deemed satisfied under Section 6.10 for
                  such Plan Year.

1.11     NONELECTIVE EMPLOYER CONTRIBUTIONS

         NOTE: An Employer may elect both a fixed formula and a discretionary
         formula. If both are selected, the discretionary formula shall be
         treated as an additional Nonelective Employer Contribution and
         allocated separately in accordance with the allocation formula selected
         by the Employer.

         (a)               [ ]      FIXED FORMULA (An Employer may elect both
                           the Safe Harbor Formula and one of the other fixed
                           formulas. Otherwise, the Employer may only select one
                           of the following.)

                  (1)               [ ]      FIXED PERCENTAGE EMPLOYER
                                    CONTRIBUTION - For each Plan Year, the
                                    Employer shall contribute for each eligible
                                    Active Participant an amount equal to ______
                                    % (NOT TO EXCEED 15% FOR PLAN YEARS
                                    BEGINNING PRIOR TO 2002 AND 25% FOR PLAN
                                    YEARS BEGINNING ON OR AFTER JANUARY 1, 2002)
                                    of such Active Participant's Compensation.

                  (2)               [ ]      FIXED FLAT DOLLAR EMPLOYER
                                    CONTRIBUTION - The Employer shall contribute
                                    for each eligible Active Participant an
                                    amount equal to $_____________.

                           The contribution amount is based on an Active
                           Participant's service for the following period:

                           (A)      [ ]      Each paid hour.

                           (B)      [ ]      Each payroll period.

                           (C)      [ ]      Each Plan Year.

                           (D)      [ ]      Other:

                  (3)               [ ]      SAFE HARBOR FORMULA - Effective
                                    only with respect to Plan Years that begin
                                    on or after January 1, 1999, the Nonelective
                                    Employer Contribution specified in the Safe
                                    Harbor Nonelective Employer Contribution
                                    Addendum is intended to satisfy the safe
                                    harbor contribution requirements under the
                                    Code such that the "ADP" test (and, under
                                    certain circumstances, the "ACP" test) is
                                    deemed satisfied. Please complete the Safe
                                    Harbor Nonelective Employer Contribution
                                    Addendum to the Adoption Agreement. (CHOOSE
                                    ONLY IF OPTION 1.07(a), DEFERRAL
                                    CONTRIBUTIONS, IS CHECKED.)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       14

<PAGE>

         (b)               [X]      DISCRETIONARY FORMULA - The Employer may
                           decide each Plan Year whether to make a discretionary
                           Nonelective Employer Contribution on behalf of
                           eligible Active Participants in accordance with
                           Section 5.10. Such contributions shall be allocated
                           to eligible Active Participants based upon the
                           following (check (1) or (2)):

                  (1)               [X]      NON-INTEGRATED ALLOCATION FORMULA -
                                    In the ratio that each eligible Active
                                    Participant's Compensation bears to the
                                    total Compensation paid to all eligible
                                    Active Participants for the Plan Year.

                  (2)               [ ]      INTEGRATED ALLOCATION FORMULA - As
                                    (A) a percentage of each eligible Active
                                    Participant's Compensation plus (B) a
                                    percentage of each eligible Active
                                    Participant's Compensation in excess of the
                                    "integration level" as defined below. The
                                    percentage of Compensation in excess of the
                                    "integration level" shall be equal to the
                                    lesser of the percentage of the Active
                                    Participant's Compensation allocated under
                                    (A) above or the "permitted disparity limit"
                                    as defined below.

                           NOTE: An Employer that has elected the Safe Harbor
                           formula in Subsection 1.11(a)(3) above may not take
                           Nonelective Employer Contributions made to satisfy
                           the safe harbor into account in applying the
                           integrated allocation formula described above.

                           "Integration level" means the Social Security taxable
                           wage base for the Plan Year, unless the Employer
                           elects a lesser amount in (A) or (B) below.

                           (A)               _________% (NOT TO EXCEED 100%) of
                                             the Social Security taxable wage
                                             base for the Plan Year, or

                           (B)      $________(NOT TO EXCEED THE SOCIAL SECURITY
                                    TAXABLE WAGE BASE).

                           "Permitted disparity limit" means the percentage
                           provided by the following table:

<TABLE>
<CAPTION>
==========================================================================================
IF THE "INTEGRATION LEVEL" IS AT              BUT LESS THAN                 THE "PERMITTED
   LEAST ___% OF THE TAXABLE                   ___% OF THE                     DISPARITY
           WAGE BASE                        TAXABLE WAGE BASE                  LIMIT" IS
------------------------------------------------------------------------------------------
<S>                                         <C>                             <C>
                0%                                 20%                           5.7%
------------------------------------------------------------------------------------------
               20%                                 80%                           4.3%
------------------------------------------------------------------------------------------
               80%                                100%                           5.4%
------------------------------------------------------------------------------------------
              100%                                N/A                            5.7%
==========================================================================================
</TABLE>

                           NOTE: An Employer who maintains any other plan that
                           provides for Social Security Integration (permitted
                           disparity) may not elect Option 1.11(b)(2).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       15

<PAGE>

         (c)      CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant shall
                  only be entitled to receive Nonelective Employer Contributions
                  for a Plan Year under this Section 1.11 if the Participant
                  satisfies the following requirement(s) (Check the appropriate
                  box(es) - Options (3) and (4) may not be elected together;
                  Option (5) may not be elected with Option (2), (3), or (4);
                  Options (2), (3), (4), (5), and (7) may not be elected with
                  respect to Nonelective Employer Contributions under the fixed
                  formula if Option 1.11(a)(3), Safe Harbor Formula, is
                  checked):

                  (1)      [ ]      No requirements.

                  (2)               [X]      Is employed by the Employer or a
                                    Related Employer on the last day of the Plan
                                    Year.

                  (3)      [ ]      Earns at least 501 Hours of Service during
                                    the Plan Year.

                  (4)      [X]      Earns at least 1,000 Hours of Service during
                                    the Plan Year.

                  (5)               [ ]      Either earns at least 501 Hours of
                                    Service during the Plan Year or is employed
                                    by the Employer or a Related Employer on the
                                    last day of the Plan Year.

                  (6)      [ ]      Is not a Highly Compensated Employee for the
                                    Plan Year.

                  (7)               [ ]      Is not a partner or a member of the
                                    Employer, if the Employer is a partnership
                                    or an entity taxed as a partnership.

                  (8)               [ ]      Special continuing eligibility
                                    requirement(s) for discretionary Nonelective
                                    Employer Contributions. (ONLY IF BOTH
                                    OPTIONS 1.11(a) AND (b) ARE CHECKED.)

                           (A)      The continuing eligibility requirement(s)
                                    for discretionary Nonelective Employer
                                    Contributions is/are: (Fill in number of
                                    applicable eligibility requirement(s) from
                                    above.)

                  NOTE: If Option (2), (3), (4), or (5) above is selected then
                  Nonelective Employer Contributions can only be FUNDED by the
                  Employer AFTER the Plan Year ends. Nonelective Employer
                  Contributions funded during the Plan Year shall not be subject
                  to the eligibility requirements of Option (2), (3), (4), or
                  (5). If Option (2), (3), (4), or (5) is adopted during a Plan
                  Year, such Option shall not become effective until the first
                  day of the next Plan Year.

1.12     EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

         [X]      DEATH, DISABILITY, AND RETIREMENT EXCEPTION TO ELIGIBILITY
                  REQUIREMENTS - Active Participants who do not meet any last
                  day or Hours of Service requirement under Subsection 1.10(d)
                  or 1.11(c) because they become disabled, as defined in Section
                  1.14, retire, as provided in Subsection 1.13(a), (b), or (c),
                  or die shall nevertheless receive an allocation of Nonelective
                  Employer and/or Matching Employer Contributions. No
                  Compensation shall be imputed to Active Participants who
                  become disabled for the period following their disability.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       16

<PAGE>

1.13     RETIREMENT

         (a)      THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one):

                  (1)      [ ]      age 65.

                  (2)      [ ]      age___________(specify between 55 and 64).

                  (3)               [X]      later of age 55.0 (NOT TO EXCEED
                                    65) or the fifth anniversary of the
                                    Participant's Employment Commencement Date.

         (b)               [ ]      THE EARLY RETIREMENT AGE IS THE FIRST DAY OF
                                    THE MONTH AFTER THE PARTICIPANT ATTAINS AGE
                                    (SPECIFY 55 OR GREATER) AND COMPLETES_______
                                    YEARS OF VESTING SERVICE.

                  NOTE: If this Option is elected, Participants who are employed
                  by the Employer or a Related Employer on the date they reach
                  Early Retirement Age shall be 100% vested in their Accounts
                  under the Plan.

         (c)               [X]      A PARTICIPANT WHO BECOMES DISABLED, AS
                           DEFINED IN SECTION 1.14, IS ELIGIBLE FOR DISABILITY
                           RETIREMENT.

                  NOTE: If this Option is elected, Participants who are employed
                  by the Employer or a Related Employer on the date they become
                  disabled shall be 100% vested in their Accounts under the
                  Plan.

1.14     DEFINITION OF DISABLED

         A PARTICIPANT IS DISABLED IF HE/SHE (check the appropriate box(es)):

         (a)               [ ]      satisfies the requirements for benefits
                           under the Employer's long-term disability plan.

         (b)      [X]      satisfies the requirements for Social Security
                  disability benefits.

         (c)      [X]      is determined to be disabled by a physician approved
                  by the Employer.

1.15     VESTING

         A PARTICIPANT'S VESTED INTEREST IN MATCHING EMPLOYER CONTRIBUTIONS
         AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS, OTHER THAN SAFE HARBOR
         MATCHING EMPLOYER AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS ELECTED IN
         SUBSECTION 1.10(a)(3) OR 1.11(a)(3), SHALL BE BASED UPON HIS YEARS OF
         VESTING SERVICE AND THE SCHEDULE(S) SELECTED BELOW, EXCEPT AS PROVIDED
         IN SUBSECTION 1.21(d) OR IN THE VESTING SCHEDULE ADDENDUM TO THE
         ADOPTION AGREEMENT.

         (a)      [ ]      YEARS OF VESTING SERVICE SHALL EXCLUDE:

                  (1)               [ ]      for new plans, service prior to the
                                    Effective Date as defined in Subsection
                                    1.01(g)(1).

                  (2)               [ ]      for existing plans converting from
                                    another plan document, service prior to the
                                    original Effective Date as defined in
                                    Subsection 1.01(g)(2).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       17

<PAGE>

         (b)      VESTING SCHEDULE(S)

                  NOTE: The vesting schedule selected below applies only to
                  Nonelective Employer Contributions and Matching Employer
                  Contributions other than safe harbor contributions under
                  Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor
                  contributions under Options 1.11(a)(3) and 1.10(a)(3) are
                  always 100% vested immediately.

<TABLE>
<CAPTION>
(1)  NONELECTIVE EMPLOYER CONTRIBUTIONS                (2)  MATCHING EMPLOYER CONTRIBUTIONS
       (check one):                                           (check one):
<S>                                                  <C>
(A)  [ ]  N/A - No Nonelective                       (A)  [ ]  N/A - No Matching
           Employer Contributions                              Employer Contributions

(B)  [ ]  100% Vesting immediately                   (B)  [ ]  100%Vesting immediately

(C)  [X]  3 year cliff (see C below)                 (C)  [X]  3 year cliff (see C below)

(D)  [ ]  5 year cliff (see D below)                 (D)  [ ]  5 year cliff (see D below)

(E)  [ ]  6 year graduated (see E below)             (E)  [ ]  6 year graduated (see E below)

(F)  [ ]  7 year graduated (see F below)             (F)  [ ]  7 year graduated (see F below)

(G)  [ ]  Other vesting                              (G)  [ ]  Other vesting
           (complete G1 below)                                   (complete G2 below)
</TABLE>

<TABLE>
<CAPTION>
    YEARS OF
VESTING SERVICE                                 APPLICABLE VESTING SCHEDULE(S)
==========================================================================================================
                           C             D            E          F              G1                G2
==========================================================================================================
<S>                       <C>           <C>          <C>        <C>          <C>               <C>
       0                    0%            0%           0%         0%         ________ %        ________%
----------------------------------------------------------------------------------------------------------
       1                    0%            0%           0%         0%         ________ %        ________%
----------------------------------------------------------------------------------------------------------
       2                    0%            0%          20%         0%         ________ %        ________%
----------------------------------------------------------------------------------------------------------
       3                  100%            0%          40%        20%         ________ %        ________%
----------------------------------------------------------------------------------------------------------
       4                  100%            0%          60%        40%         ________ %        ________%
----------------------------------------------------------------------------------------------------------
       5                  100%          100%          80%        60%         ________ %        ________%
----------------------------------------------------------------------------------------------------------
       6                  100%          100%         100%        80%         ________ %        ________%
----------------------------------------------------------------------------------------------------------
   7 or more              100%          100%         100%       100%               100%             100%
==========================================================================================================
</TABLE>

                  NOTE: A schedule elected under G1 or G2 above must be at least
                  as favorable as one of the schedules in C, D, E or F above.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       18

<PAGE>

                  NOTE: If the Plan is being amended to provide a more
                  restrictive vesting schedule, the more favorable vesting
                  schedule shall continue to apply to Participants who are
                  Active Participants immediately prior to the later of (1) the
                  effective date of the amendment or (2) the date the amendment
                  is adopted.

         (c)      [ ]      A VESTING SCHEDULE MORE FAVORABLE THAN THE VESTING
                  SCHEDULE(S) SELECTED ABOVE APPLIES TO CERTAIN PARTICIPANTS.
                  Please complete the Vesting Schedule Addendum to the Adoption
                  Agreement.

         (d)      APPLICATION OF FORFEITURES - If a Participant forfeits any
                  portion of his non-vested Account balance as provided in
                  Section 6.02, 6.04, 6.07, or 11.08, such forfeitures shall be
                  (check one):

                  (1)               [ ]      N/A - Either (A) no Matching
                                    Employer Contributions are made with respect
                                    to Deferral Contributions under the Plan and
                                    all other Employer Contributions are 100%
                                    vested when made or (B) there are no
                                    Employer Contributions under the Plan.

                  (2)      [X]      applied to reduce Employer contributions.

                  (3)               [ ]      allocated among the Accounts of
                                    eligible Participants in the manner provided
                                    in Section 1.11. (ONLY IF OPTION 1.11(a) OR
                                    (b) IS CHECKED.)

1.16     PREDECESSOR EMPLOYER SERVICE

         [ ]      SERVICE FOR PURPOSES OF ELIGIBILITY IN SUBSECTION 1.04(b) AND
                  VESTING IN SUBSECTION 1.15(b) OF THIS PLAN SHALL INCLUDE
                  SERVICE WITH THE FOLLOWING PREDECESSOR EMPLOYER(S):

1.17     PARTICIPANT LOANS

         PARTICIPANT LOANS (check one):

         (a)               [X]      ARE ALLOWED IN ACCORDANCE WITH ARTICLE 9 AND
                           LOAN PROCEDURES OUTLINED IN THE SERVICE AGREEMENT.

         (b)      [ ]      ARE NOT ALLOWED.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       19

<PAGE>

1.18     IN-SERVICE WITHDRAWALS

         PARTICIPANTS MAY MAKE WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT
         UNDER THE FOLLOWING CIRCUMSTANCES (check the appropriate box(es)):

         (a)               [X] HARDSHIP WITHDRAWALS - Hardship withdrawals from
                           a Participant's Deferral Contributions Account shall
                           be allowed in accordance with Section 10.05, subject
                           to a $500 minimum amount.

         (b)               [ ]      AGE 59 1/2 - Participants shall be entitled
                           to receive a distribution of all or any portion of
                           the following Accounts upon attainment of age 59 1/2
                           (check one):

                  (1)      [ ]      Deferral Contributions Account.

                  (2)      [ ]      All vested account balances.

         (c)      WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS AND ROLLOVER
                  CONTRIBUTIONS -

                  (1)      Unless otherwise provided below, Employee
                           Contributions may be withdrawn in accordance with
                           Section 10.02 at any time.

                           (A)               [ ]      Employees may not make
                                             withdrawals of Employee
                                             Contributions more frequently than:

                                             ___________________________________

                  (2)      Rollover Contributions may be withdrawn in accordance
                           with Section 10.03 at any time.

         (d)               [ ]      PROTECTED IN-SERVICE WITHDRAWAL PROVISIONS -
                           Check if the Plan was converted by plan amendment or
                           received transfer contributions from another defined
                           contribution plan, and benefits under the other
                           defined contribution plan were payable as (check the
                           appropriate box(es)):

                  (1)               [ ]      an in-service withdrawal of vested
                                    employer contributions maintained in a
                                    Participant's Account (check (A) and/or
                                    (B)):

                           (A)      [ ]      for at least_________(24 or more)
                                    months.

                                    (i)               [ ]      Special
                                                      restrictions applied to
                                                      such in-service
                                                      withdrawals under the
                                                      prior plan that the
                                                      Employer wishes to
                                                      continue under the Plan as
                                                      restated hereunder. Please
                                                      complete the Protected
                                                      In-Service Withdrawals
                                                      Addendum to the Adoption
                                                      Agreement identifying the
                                                      restrictions.

                           (B)      [ ]      after the Participant has at least
                                    60 months of participation.

                                    (i)              [ ]       Special
                                                      restrictions applied to
                                                      such in-service
                                                      withdrawals under the
                                                      prior plan that the
                                                      Employer wishes to
                                                      continue under the Plan as
                                                      restated hereunder. Please
                                                      complete the Protected
                                                      In-Service Withdrawals
                                                      Addendum to the Adoption
                                                      Agreement identifying the
                                                      restrictions.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       20

<PAGE>

                  (2)               [ ]      another in-service withdrawal
                                    option that is a "protected benefit" under
                                    Code Section 411(d)(6) or an in-service
                                    hardship withdrawal option not otherwise
                                    described in Section 1.18(a). Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the in-service
                                    withdrawal option(s).

1.19     FORM OF DISTRIBUTIONS

         SUBJECT TO SECTION 13.01, 13.02 AND ARTICLE 14, DISTRIBUTIONS UNDER THE
         PLAN SHALL BE PAID AS PROVIDED BELOW. (Check the appropriate box(es)
         and, if any forms of payment selected in (b), (c) and/or (d) apply only
         to a specific class of Participants, complete Subsection (b) of the
         Forms of Payment Addendum.)

         (a)      LUMP SUM PAYMENTS - Lump sum payments are always available
                  under the Plan.

         (b)      [ ]      INSTALLMENT PAYMENTS - Participants may elect
                  distribution under a systematic withdrawal plan
                  (installments).

         (c)      [ ]      ANNUITIES (Check if the Plan is retaining any annuity
                  form(s) of payment.)

                  (1)      An annuity form of payment is available under the
                           Plan for the following reason(s) (check (A) and/or
                           (B), as applicable):

                           (A)      [ ]      As a result of the Plan's receipt
                                             of a transfer of assets from
                                             another defined contribution plan
                                             or pursuant to the Plan terms prior
                                             to the Amendment Effective Date
                                             specified in Section 1.01(g)(2),
                                             benefits were previously payable in
                                             the form of an annuity that the
                                             Employer elects to continue to be
                                             offered as a form of payment under
                                             the Plan.

                           (B)      [ ]      The Plan received a transfer of
                                             assets from a defined benefit plan
                                             or another defined contribution
                                             plan that was subject to the
                                             minimum funding requirements of
                                             Code Section 412 and therefore an
                                             annuity form of payment is a
                                             protected benefit under the Plan in
                                             accordance with Code Section
                                             411(d)(6).

                  (2)      The normal form of payment under the Plan is (check
                           (A) or (B)):

                           (A)      [ ]      A lump sum payment.

                                    (i)      Optional annuity forms of payment
                                             (check (I) and/or (II), as
                                             applicable). (MUST CHECK AND
                                             COMPLETE (I) IF A LIFE ANNUITY IS
                                             ONE OF THE OPTIONAL ANNUITY FORMS
                                             OF PAYMENT UNDER THE PLAN.)

                                             (I)      [ ]      A married
                                                               Participant who
                                                               elects an annuity
                                                               form of payment
                                                               shall receive a
                                                               qualified joint
                                                               and _________ %
                                                               (AT LEAST 50%)
                                                               survivor annuity.
                                                               An unmarried
                                                               Participant shall
                                                               receive a single
                                                               life annuity,
                                                               unless a
                                                               different form of
                                                               payment is
                                                               specified below:

                                             (II)     [ ]      Other annuity
                                                               form(s) of
                                                               payment. Please
                                                               complete
                                                               Subsection (a) of

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       21

<PAGE>

                                                               the Forms of
                                                               Payment Addendum
                                                               describing the
                                                               other annuity
                                                               form(s) of
                                                               payment available
                                                               under the Plan.

                           (B)      [ ]      A life annuity (complete (i) and
                                    (ii) and check (iii) if applicable).

                                    (i)      The normal form for married
                                             Participants is a qualified joint
                                             and _____ % (AT LEAST 50%) survivor
                                             annuity. The normal form for
                                             unmarried Participants is a single
                                             life annuity, unless a different
                                             annuity form is specified below:

                                    (ii)     The qualified preretirement
                                             survivor annuity provided to a
                                             Participant's spouse is purchased
                                             with ______ % (AT LEAST 50%) of the
                                             Participant's Account.

                                    (iii)    [ ]      Other annuity form(s) of
                                                      payment. Please complete
                                                      Subsection (a) of the
                                                      Forms of Payment Addendum
                                                      describing the other
                                                      annuity form(s) of payment
                                                      available under the Plan.

         (d)      [ ]      OTHER NON-ANNUITY FORM(S) OF PAYMENT - As a result of
                           the Plan's receipt of a transfer of assets from
                           another plan or pursuant to the Plan terms prior to
                           the Amendment Effective Date specified in 1.01(g)(2),
                           benefits were previously payable in the following
                           form(s) of payment not described in (a), (b) or (c)
                           above and the Plan will continue to offer these
                           form(s) of payment:

         (e)      [ ]      ELIMINATED FORMS OF PAYMENT NOT PROTECTED UNDER CODE
                           SECTION 411(d)(6). Check if either (1) under the Plan
                           terms prior to the Amendment Effective Date or (2)
                           under the terms of another plan from which assets
                           were transferred, benefits were payable in a form of
                           payment that will cease to be offered after a
                           specified date. Please complete Subsection (c) of the
                           Forms of Payment Addendum describing the forms of
                           payment previously available and the effective date
                           of the elimination of the form(s) of payment.

1.20     TIMING OF DISTRIBUTIONS

         EXCEPT AS PROVIDED IN SUBSECTION 1.20(a) OR (b) AND THE POSTPONED
         DISTRIBUTION ADDENDUM TO THE ADOPTION AGREEMENT, DISTRIBUTION SHALL BE
         MADE TO AN ELIGIBLE PARTICIPANT FROM HIS VESTED INTEREST IN HIS ACCOUNT
         AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE DATE THE PARTICIPANT'S
         APPLICATION FOR DISTRIBUTION IS RECEIVED BY THE ADMINISTRATOR.

         (a)               REQUIRED COMMENCEMENT OF DISTRIBUTION - If a
                           Participant does not elect to receive benefits as of
                           an earlier date, as permitted under the Plan,
                           distribution of a Participant's Account shall begin
                           as of the Participant's Required Beginning Date.

         (b)               [ ]      POSTPONED DISTRIBUTIONS - Check if the Plan
                           was converted by plan amendment from another defined
                           contribution plan that provided for the postponement
                           of certain distributions from the Plan to eligible
                           Participants and the Employer wants to continue to
                           administer the Plan using the postponed distribution
                           provisions. Please complete the Postponed
                           Distribution Addendum to the Adoption Agreement
                           indicating the types of distributions that are
                           subject to postponement and the period of
                           postponement.

                  NOTE: An Employer may not provide for postponement of
                  distribution to a Participant beyond the 60th day following
                  the close of the Plan Year in which (1) the Participant
                  attains Normal Retirement Age under the Plan, (2)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       22

<PAGE>

                  the Participant's 10th anniversary of participation in the
                  Plan occurs, or (3) the Participant's employment terminates,
                  whichever is latest.

1.21     TOP HEAVY STATUS

         (a)      THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS
                  OF ARTICLE 15 (check one):

                  (1)               [ ]      for each Plan Year, whether or not
                                    the Plan is a "top-heavy plan" as defined in
                                    Subsection 15.01(f).

                  (2)               [X]      for each Plan Year, if any, for
                                    which the Plan is a "top-heavy plan" as
                                    defined in Subsection 15.01(f).

                  (3)               [ ]      Not applicable. (CHOOSE ONLY IF
                                    PLAN COVERS ONLY EMPLOYEES SUBJECT TO A
                                    COLLECTIVE BARGAINING AGREEMENT.)

         (b)      IN DETERMINING WHETHER THE PLAN IS A "TOP-HEAVY PLAN" FOR AN
                  EMPLOYER WITH AT LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING
                  ASSUMPTIONS SHALL APPLY:

                  (1)      [ ]      Interest rate:________________% per annum.

                  (2)      [ ]      Mortality table:______________________.

                  (3)               [X]      Not applicable. (CHOOSE ONLY IF
                                    EITHER (A) PLAN COVERS ONLY EMPLOYEES
                                    SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT
                                    OR (B) EMPLOYER DOES NOT MAINTAIN AND HAS
                                    NOT MAINTAINED ANY DEFINED BENEFIT PLAN
                                    DURING THE FIVE-YEAR PERIOD ENDING ON THE
                                    APPLICABLE "DETERMINATION DATE", AS DEFINED
                                    IN SUBSECTION 15.01(a).)

         (c)      IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN
                  YEAR, EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER
                  CONTRIBUTION OF AT LEAST 3.0 (3, 4, 5, OR 7 1/2)% OF
                  COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE WITH SECTION
                  15.03. THE MINIMUM EMPLOYER CONTRIBUTION PROVIDED IN THIS
                  SUBSECTION 1.21(c) SHALL BE MADE UNDER THIS PLAN ONLY IF THE
                  PARTICIPANT IS NOT ENTITLED TO SUCH CONTRIBUTION UNDER ANOTHER
                  QUALIFIED PLAN OF THE EMPLOYER, UNLESS THE EMPLOYER ELECTS
                  OTHERWISE BELOW:

                  (1)               [ ]      The minimum Employer Contribution
                                    shall be paid under this Plan in any event.

                  (2)               [ ]      Another method of satisfying the
                                    requirements of Code Section 416. Please
                                    complete the 416 Contribution Addendum to
                                    the Adoption Agreement describing the way in
                                    which the minimum contribution requirements
                                    will be satisfied in the event the Plan is
                                    or is treated as a "top-heavy plan".

                  (3)               [ ]      Not applicable. (CHOOSE ONLY IF
                                    PLAN COVERS ONLY EMPLOYEES SUBJECT TO A
                                    COLLECTIVE BARGAINING AGREEMENT.)

                  NOTE: The minimum Employer contribution may be less than the
                  percentage indicated in Subsection 1.21(c) above to the extent
                  provided in Section 15.03.

         (d)      IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN
                  YEAR, THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF
                  THE SCHEDULE(S) ELECTED IN SUBSECTION 1.15(b) FOR SUCH PLAN
                  YEAR AND EACH PLAN YEAR THEREAFTER (check one):

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       23

<PAGE>

                  (1)               [ ]      Not applicable. (CHOOSE ONLY IF
                                    EITHER (A) PLAN PROVIDES FOR NONELECTIVE
                                    EMPLOYER CONTRIBUTIONS AND THE SCHEDULE
                                    ELECTED IN SUBSECTION 1.15(b)(1) IS AT LEAST
                                    AS FAVORABLE IN ALL CASES AS THE SCHEDULES
                                    AVAILABLE BELOW OR (B) PLAN COVERS ONLY
                                    EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING
                                    AGREEMENT.)

                  (2)      [X]      100% vested after 3 (NOT IN EXCESS OF 3)
                           years of Vesting Service.

                  (3)      [ ]      Graded vesting:

<TABLE>
<CAPTION>
==============================================================================
                                       VESTING                        MUST BE
YEARS OF VESTING SERVICE              PERCENTAGE                      AT LEAST
------------------------------------------------------------------------------
<S>                                   <C>                             <C>
           0                                                             0%
------------------------------------------------------------------------------
           1                                                             0%
------------------------------------------------------------------------------
           2                                                            20%
------------------------------------------------------------------------------
           3                                                            40%
------------------------------------------------------------------------------
           4                                                            60%
------------------------------------------------------------------------------
           5                                                            80%
------------------------------------------------------------------------------
       6 or more                                                       100%
==============================================================================
</TABLE>

                           NOTE: If the Plan provides for Nonelective Employer
                           Contributions and the schedule elected in Subsection
                           1.15(b)(1) is more favorable in all cases than the
                           schedule elected in Subsection 1.21(d) above, then
                           the schedule in Subsection 1.15(b)(1) shall continue
                           to apply even in Plan Years in which the Plan is a
                           "top-heavy plan".

1.22     CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
         PLANS

         If the Employer maintains other defined contribution plans, annual
         additions to a Participant's Account shall be limited as provided in
         Section 6.12 of the Plan to meet the requirements of Code Section 415,
         unless the Employer elects otherwise below and completes the 415
         Correction Addendum describing the order in which annual additions
         shall be limited among the plans.

         (a)      [ ]      OTHER ORDER FOR LIMITING ANNUAL ADDITIONS

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       24

<PAGE>

1.23     INVESTMENT DIRECTION

         INVESTMENT DIRECTIONS - Participant Accounts shall be invested (check
         one):

         (a)               [ ]      in accordance with the investment directions
                           provided to the Trustee by the Employer for
                           allocating all Participant Accounts among the Options
                           listed in the Service Agreement.

         (b)               [X]      in accordance with the investment directions
                           provided to the Trustee by each Participant for
                           allocating his entire Account among the Options
                           listed in the Service Agreement.

         (c)               [ ]      in accordance with the investment directions
                           provided to the Trustee by each Participant for all
                           contribution sources in his Account, except that the
                           following sources shall be invested in accordance
                           with the investment directions provided by the
                           Employer (check (1) and/or (2)):

                  (1)      [ ]      Nonelective Employer Contributions

                  (2)      [ ]      Matching Employer Contributions

                           The Employer must direct the applicable sources among
                           the same investment options made available for
                           Participant directed sources listed in the Service
                           Agreement.

1.24     RELIANCE ON OPINION LETTER

         An adopting Employer may rely on the opinion letter issued by the
         Internal Revenue Service as evidence that this Plan is qualified under
         Code Section 401 only to the extent provided in Announcement 2001-77,
         2001-30 I.R.B. The Employer may not rely on the opinion letter in
         certain other circumstances or with respect to certain qualification
         requirements, which are specified in the opinion letter issued with
         respect to this Plan and in Announcement 2001-77. In order to have
         reliance in such circumstances or with respect to such qualification
         requirements, application for a determination letter must be made to
         Employee Plans Determinations of the Internal Revenue Service. Failure
         to fill out the Adoption Agreement properly may result in
         disqualification of the Plan.

         This Adoption Agreement may be used only in conjunction with Fidelity
         Basic Plan Document No. 02. The Prototype Sponsor shall inform the
         adopting Employer of any amendments made to the Plan or of the
         discontinuance or abandonment of the prototype plan document.

1.25     PROTOTYPE INFORMATION:

         Name of Prototype Sponsor:       Fidelity Management & Research Company
         Address of Prototype Sponsor:    82 Devonshire Street
                                          Boston, MA 02109

         Questions regarding this prototype document may be directed to the
         following telephone number: 1-800-343-9184.

Plan Number: 40330
The CORPORATEplan for Retirement (SM)                            Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       25

<PAGE>

                                 EXECUTION PAGE
                                (FIDELITY'S COPY)

         IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to
be executed this

         13th day of January, 2003.

                           Employer:    PharmChem, Inc.
                           By:          /S/ DAVID LATTANZIO
                                      ------------------------------------------
                           Title:       Vice President

                           Employer:  __________________________________________

                           By:        __________________________________________

                           Title:     __________________________________________

         Accepted by:

         Fidelity Management Trust Company, as Trustee

         By:      /S/ GREGORY M. PERKINS               Date: 1/21/2003
                ------------------------------------
         Title:   Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement (SM)                            Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       26

<PAGE>

                                 EXECUTION PAGE
                                (EMPLOYER'S COPY)

         IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to
be executed this

         13th day of January, 2003.

                           Employer:    PharmChem, Inc.
                           By:          /S/ DAVID LATTANZIO
                                      ------------------------------------------
                           Title:       Vice President

                           Employer:  __________________________________________

                           By:        __________________________________________

                           Title:     __________________________________________

         Accepted by:

         Fidelity Management Trust Company, as Trustee

         By:      /S/ GREGORY M. PERKINS               Date: 1/21/2003
                ------------------------------------
         Title:   Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement (SM)                            Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       27

<PAGE>

                            AMENDMENT EXECUTION PAGE

         This page is to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to this execution page.

         The following section(s) of the Plan are hereby amended effective as of
the date(s) set forth below:

<TABLE>
<CAPTION>
         Section Amended                       Page                       Effective Date
---------------------------------     ----------------------     --------------------------------
<S>                                   <C>                        <C>
_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________
</TABLE>

         IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed this_____ day of

 ____________,____________.

Employer:
                                          __________________________   Employer:

By:
                                          __________________________         By:
                                          __________________________
Title:

                                          __________________________      Title:
                                          __________________________

Accepted by:

Fidelity Management Trust Company, as Trustee

By:     ______________________________                      Date: ______________

Title:  ______________________________

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       28

<PAGE>

                                    ADDENDUM

                           RE: SPECIAL EFFECTIVE DATES
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)               [ ]      SPECIAL EFFECTIVE DATES FOR OTHER
                           PROVISIONS - The following provisions (e.g., new
                           eligibility requirements, new contribution formula,
                           etc.) shall be effective as of the dates specified
                           herein:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

         (b)               [ ]      PLAN MERGER EFFECTIVE DATES - The following
                           plan(s) were merged into the Plan after the Effective
                           Date indicated in Subsection 1.01(g)(1) or (2), as
                           applicable. The provisions of the Plan are effective
                           with respect to the merged plan(s) as of the date(s)
                           indicated below:

                  (1)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       29

<PAGE>

                  (2)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

                  (3)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

                  (4)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

                  (5)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       30

<PAGE>

                                    ADDENDUM

                 RE: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FORMULA

                  NOTE: Matching Employer Contributions made under this Option
                  must be 100% vested when made and may only be distributed
                  because of death, disability, separation from service, age 59
                  1/2, or termination of the Plan without the establishment of a
                  successor plan. In addition, each Plan Year, the Employer must
                  provide written notice to all Active Participants of their
                  rights and obligations under the Plan.

                  (1)               [ ]      100% of the first 3% of the Active
                                    Participant's Compensation contributed to
                                    the Plan and 50% of the next 2% of the
                                    Active Participant's Compensation
                                    contributed to the Plan.

                           (A)               [ ]      Safe harbor Matching
                                             Employer Contributions shall not be
                                             made on behalf of Highly
                                             Compensated Employees.

                           NOTE: If the Employer selects this formula and does
                           not elect Option 1.10(b), Additional Matching
                           Employer Contributions, Matching Employer
                           Contributions will automatically meet the safe harbor
                           contribution requirements for deemed satisfaction of
                           the "ACP" test. (Employee Contributions must still be
                           tested.)

                  (2)               [ ]      Other Enhanced Match:

                           ______ % of the first______% of the Active
                           Participant's Compensation contributed to the plan,

                           _______% of the next______% of the Active
                           Participant's Compensation contributed to the plan,

                           _______% of the next______% of the Active
                           Participant's Compensation contributed to the plan.

                           NOTE: To satisfy the safe harbor contribution
                           requirement for the "ADP" test, the percentages
                           specified above for Matching Employer Contributions
                           may not increase as the percentage of Compensation
                           contributed increases, and the aggregate amount of
                           Matching Employer Contributions at such rates must at
                           least equal the aggregate amount of Matching Employer
                           Contributions which would be made under the
                           percentages described in (a)(1) of this Addendum.

                           (A)               [ ]      Safe harbor Matching
                                             Employer Contributions shall not be
                                             made on behalf of Highly
                                             Compensated Employees.

                           (B)               [ ]      The formula specified
                                             above is also intended to satisfy
                                             the safe harbor contribution
                                             requirement for deemed satisfaction
                                             of the "ACP" test with respect to
                                             Matching Employer Contributions.
                                             (Employee Contributions must still
                                             be tested.)

                                    NOTE: To satisfy the safe harbor
                                    contribution requirement for the "ACP" test,
                                    the Deferral Contributions and/or Employee
                                    Contributions matched cannot exceed 6% of a
                                    Participant's Compensation.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       31

<PAGE>

                                    ADDENDUM

                RE: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION ELECTION

                  (1)               [ ]      For each Plan Year, the Employer
                                    shall contribute for each eligible Active
                                    Participant an amount equal to _____ % (NOT
                                    LESS THAN 3% NOR MORE THAN 15%) of such
                                    Active Participant's Compensation.

                  (2)               [ ]      The Employer may decide each Plan
                                    Year whether to amend the Plan by electing
                                    and completing (A) below to provide for a
                                    contribution on behalf of each eligible
                                    Active Participant in an amount equal to at
                                    least 3% of such Active Participant's
                                    Compensation.

                           NOTE: An Employer that has selected Subsection (a)(2)
                           above must amend the Plan by electing (A) below and
                           completing the Amendment Execution Page no later than
                           30 days prior to the end of each Plan Year for which
                           safe harbor Nonelective Employer Contributions are
                           being made.

                           (A)               [ ]      For the Plan Year
                                             beginning _____, the Employer shall
                                             contribute for each eligible Active
                                             Participant an amount equal to %
                                             (not less than 3% nor more than
                                             15%) of such Active Participant's
                                             Compensation.

                  NOTE: Safe harbor Nonelective Employer Contributions must be
                  100% vested when made and may only be distributed because of
                  death, disability, separation from service, age 59 1/2, or
                  termination of the Plan without the establishment of a
                  successor plan. In addition, each Plan Year, the Employer must
                  provide written notice to all Active Participants of their
                  rights and obligations under the Plan.

         (b)               [ ]      Safe harbor Nonelective Employer
                           Contributions shall not be made on behalf of Highly
                           Compensated Employees.

         (c)               [ ]      In conjunction with its election of the safe
                           harbor described above, the Employer has elected to
                           make Matching Employer Contributions under Subsection
                           1.10 that are intended to meet the requirements for
                           deemed satisfaction of the "ACP" test with respect to
                           Matching Employer Contributions.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       32

<PAGE>

                                    ADDENDUM

                      RE: PROTECTED IN-SERVICE WITHDRAWALS
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      RESTRICTIONS ON IN-SERVICE WITHDRAWALS OF AMOUNTS HELD FOR
                  SPECIFIED PERIOD - The following restrictions apply to
                  in-service withdrawals made in accordance with Subsection
                  1.18(d)(1)(A) (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF
                  CONTRIBUTIONS RESTRICTION):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

         (b)      RESTRICTIONS ON IN-SERVICE WITHDRAWALS BECAUSE OF
                  PARTICIPATION IN PLAN FOR 60 OR MORE MONTHS - The following
                  restrictions apply to in-service withdrawals made in
                  accordance with Subsection 1.18(d)(1)(B) (CANNOT INCLUDE ANY
                  MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

         (c)               [ ]      OTHER IN-SERVICE HARDSHIP WITHDRAWAL
                           PROVISIONS - In-service hardship withdrawals are
                           permitted from a Participant's Deferral Contributions
                           Account and the other sub-accounts specified below,
                           subject to the conditions otherwise applicable to
                           hardship withdrawals from a Participant's Deferral
                           Contributions Account:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       33

<PAGE>

         (d)               [ ]      OTHER IN-SERVICE WITHDRAWAL PROVISIONS -
                           In-service withdrawals from a Participant's Accounts
                           specified below shall be available to Participants
                           who satisfy the requirements also specified below:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                  (1)               [ ]      The following restrictions apply to
                                    a Participant's Account following an
                                    in-service withdrawal made pursuant to (d)
                                    above (CANNOT INCLUDE ANY MANDATORY
                                    SUSPENSION OF CONTRIBUTIONS RESTRICTION):

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       34

<PAGE>

                                    ADDENDUM

                              RE: FORMS OF PAYMENT
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      The following optional forms of annuity will continue to be
                  offered under the Plan:

         (b)      The forms of payment described in Section 1.19(b), (c) and/or
                  (d) apply to the following class(es) of Participants:

                  NOTE: Please indicate if different classes of Participants are
                  subject to different forms of payment.

         (c)      The following forms of payment were previously available under
                  the Plan but will be eliminated as of the date specified in
                  subsection (4) below (check the applicable (box(es) and
                  complete (4)):

                  (1)      [ ]      INSTALLMENT PAYMENTS.

                  (2)      [ ]      ANNUITIES.

                           (A)      [ ]      The normal form of payment under
                                             the Plan was a lump sum and all
                                             optional annuity forms of payment
                                             not listed under Section
                                             1.19(c)(2)(A)(i) are eliminated.
                                             The eliminated forms of payment
                                             include the following:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       35

<PAGE>

                           (B)      [ ]      The normal form of payment under
                                             the Plan was a life annuity and all
                                             annuity forms of payment not listed
                                             under Section 1.19(c)(2)(B) are
                                             eliminated. (COMPLETE (i) AND (ii)
                                             AND, IF APPLICABLE, (iii).)

                                             (i)      The normal form for
                                                      married Participants was a
                                                      qualified joint and _____
                                                      % (AT LEAST 50%) survivor
                                                      annuity. The normal form
                                                      for unmarried Participants
                                                      was a single life annuity,
                                                      unless a different form is
                                                      specified below:

                                             (ii)     The qualified
                                                      preretirement survivor
                                                      annuity provided to a
                                                      Participant's spouse was
                                                      purchased with  _____ %
                                                      (AT LEAST 50%) of the
                                                      Participant's Account.

                                             (iii)    The other annuity form(s)
                                                      of payment previously
                                                      available under the Plan
                                                      included the following:

                  (3)      [ ]      OTHER NON-ANNUITY FORMS OF PAYMENT. All
                                    other non-annuity forms of payment that are
                                    not listed in Section 1.19(d) but that were
                                    previously available under the Plan are
                                    eliminated. The eliminated non-annuity forms
                                    of payment include the following:

                  (4)      The form(s) of payment described in this Subsection
                           (c) will not be offered to Participants who have an
                           Annuity Starting Date which occurs on or after _____
                           (CANNOT BE EARLIER THAN SEPTEMBER 6, 2000).
                           Notwithstanding the date entered above, the forms of
                           payment described in this Subsection (c) will
                           continue to be offered to Participants who have an
                           Annuity Starting Date that occurs (1) within 90 days
                           following the date the Employer provides affected
                           Participants with a summary that satisfies the
                           requirements of 29 CFR 2520.104b-3 and that notifies
                           them of the elimination of the applicable form(s) of
                           payment, but (2) no later than the first day of the
                           second Plan Year following the Plan Year in which the
                           amendment eliminating the applicable form(s) of
                           payment is adopted.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       36

<PAGE>

                                    ADDENDUM

                              RE: VESTING SCHEDULE
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      MORE FAVORABLE VESTING SCHEDULE

                  (1)      The following vesting schedule applies to the class
                           of Participants described in (a)(2) below:

                  (2)      The vesting schedule specified in (a)(1) above
                           applies to the following class of Participants:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       37

<PAGE>

         (b)      [ ]      ADDITIONAL VESTING SCHEDULE

                  (1)      The following vesting schedule applies to the class
                           of Participants described in (b)(2) below:

                  (2)      The vesting schedule specified in (b)(1) above
                           applies to the following class of Participants:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       38

<PAGE>

                                    ADDENDUM

                           RE: POSTPONED DISTRIBUTIONS
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         POSTPONEMENT OF CERTAIN DISTRIBUTIONS TO ELIGIBLE PARTICIPANTS - The
         types of distributions specified below to eligible Participants of
         their vested interests in their Accounts shall be postponed for the
         period also specified below:

         Notwithstanding the foregoing, if the Employer selected an Early
         Retirement Age in Subsection 1.14(b) that is the later of an attained
         age or completion of a specified number of years of Vesting Service,
         any Participant who terminates employment on or after completing the
         required number of years of Vesting Service, but before attaining the
         required age shall be eligible to commence distribution of his vested
         interest in his Account upon attaining the required age.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       39

<PAGE>

                                    ADDENDUM

                               RE: 415 CORRECTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      OTHER FORMULA FOR LIMITING ANNUAL ADDITIONS TO MEET 415 - If
                  the Employer, or any employer required to be aggregated with
                  the Employer under Code Section 415, maintains any other
                  qualified defined contribution plans or any "welfare benefit
                  fund", "individual medical account", or "simplified medical
                  account", annual additions to such plans shall be limited as
                  follows to meet the requirements of Code Section 415:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       40

<PAGE>

                                    ADDENDUM

                              RE: 416 CONTRIBUTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      OTHER METHOD OF SATISFYING THE REQUIREMENTS OF 416 - If the
                  Employer, or any employer required to be aggregated with the
                  Employer under Code Section 416, maintains any other qualified
                  defined contribution or defined benefit plans, the minimum
                  benefit requirements of Code Section 416 shall be satisfied as
                  follows:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       41

<PAGE>

                                SNAP OFF ADDENDUM

                     RE: EFFECTIVE DATES FOR GUST COMPLIANCE
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         Notwithstanding any other provision of the Plan to the contrary, to
         comply with changes required by the Retirement Protection Act of 1994
         ("GATT"), the Uniformed Services Employment and Reemployment Rights Act
         of 1994 ("USERRA"), the Small Business Job Protection Act of 1996
         ("SBJPA"), the Taxpayer Relief Act of 1997 ("TRA `97") and the Internal
         Revenue Service Restructuring and Reform Act of 1998 (collectively,
         "GUST"), the following provisions shall apply effective as of the dates
         set forth below:

         (a)      THE FOLLOWING ELECTIONS WERE IN EFFECT FOR PLAN YEARS
                  BEGINNING ON OR AFTER JANUARY 1, 1997 AND ENDING BEFORE THE
                  DATE SPECIFIED IN SUBSECTION 1.01(g)(2):

                  (1)      HCE DETERMINATIONS HISTORY - The Plan was operated in
                           accordance with the provisions of Subsections 1.06(a)
                           and 1.06(b), unless otherwise provided below.

                           (A)               [ ]      HCE DETERMINATIONS: LOOK
                                             BACK YEAR ELECTIONS - For the
                                             following Plan Year(s), the Plan
                                             was operated in accordance with a
                                             different look back year election
                                             as provided below:

                           (B)               [ ]      HCE DETERMINATIONS: TOP
                                             PAID GROUP ELECTIONS - For the
                                             following Plan Year(s), the Plan
                                             was operated in accordance with a
                                             different top paid group election
                                             as provided below:

                  (2)      ADP/ACP TESTING METHODS HISTORY - The Plan was
                           operated using the testing method shown in Subsection
                           1.06(a), unless otherwise provided below.

                           (A)               [ ]      For the following Plan
                                             Years, the Plan was operated in
                                             accordance with a different method
                                             as provided below:

                  (3)      FIRST YEAR TESTING METHOD - If the first Plan Year
                           that the Plan, other than a successor plan, permitted
                           Deferral Contributions or provided for either
                           Employee or Matching Employer Contributions, occurred
                           on or after January 1, 1997 but prior to the
                           Effective Date specified in Subsection 1.01(g)(2),
                           the "ADP" and/or "ACP" test for such first Plan Year
                           was applied using the actual "ADP" and/or "ACP" of
                           Non-Highly Compensated Employees for such first Plan
                           Year, unless otherwise provided below.

                           (A)               [ ]      The "ADP" and/or "ACP"
                                             test for the first Plan Year that
                                             the Plan permitted Deferral
                                             Contributions or provided for
                                             either Employee or Matching
                                             Employer Contributions was applied
                                             assuming a 3% "ADP" and/or "ACP"
                                             for Non-Highly Compensated
                                             Employees.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       42

<PAGE>

         (b)      THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING
                  DATES, EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE
                  SUBSECTION(s) (A):

                  (1)      The definition of "Required Beginning Date" in
                           Subsection 2.01(ss) is effective January 1, 1997.

                           (A)               [ ]      Later effective date
                                             applicable to the definition of
                                             Required Beginning Date in
                                             Subsection 2.01(ss): _____ (CANNOT
                                             BE LATER THAN THE JANUARY 1
                                             FOLLOWING THE DATE SPECIFIED IN
                                             SUBSECTION 1.01(g)(2)).

                  (2)      The elimination of all family aggregation rules is
                           effective for Plan Years beginning on or after
                           January 1, 1997.

                           (A)               [ ]      Later effective date
                                             applicable to elimination of family
                                             aggregation rules: (CANNOT BE LATER
                                             THAN THE FIRST DAY OF THE PLAN YEAR
                                             IN WHICH THE DATE SPECIFIED IN
                                             SUBSECTION 1.01(g)(2) OCCURS).

                  (3)      The inclusion in Compensation for purposes of Code
                           Section 415 of amounts excluded from gross income
                           under a salary reduction agreement by reason of the
                           application of Code Sections 125, 402(e)(3), 402(h),
                           or 403(b), as provided in Subsection 6.12(d), is
                           effective for Limitation Years beginning on or after
                           January 1, 1998.

                           (A)               [ ]      Later effective date
                                             applies to modification of
                                             definition of Compensation for Code
                                             Section 415 purposes: _____ (CANNOT
                                             BE LATER THAN THE FIRST DAY OF THE
                                             LIMITATION YEAR IN WHICH THE DATE
                                             SPECIFIED IN SUBSECTION 1.01(g)(2)
                                             OCCURS).

                  (4)      The increase in the cash out limitation from $3,500
                           to $5,000 is effective the first day of the first
                           Plan Year beginning after August 5, 1997.

                           (A)               [ ]      Later effective date
                                             applies to increase in cash out
                                             limitation: _____ (CANNOT BE LATER
                                             THAN THE DATE SPECIFIED IN
                                             SUBSECTION 1.01(g)(2)).

                  (5)      The elimination of the "look back" requirement for
                           mandatory cashouts with respect to Participants whose
                           Accounts are not subject to the requirements of
                           Section 14.04 shall be effective with respect to
                           distributions made on or after March 22, 1999.

                           (A)               [ ]      Later effective date
                                             applies to elimination of look back
                                             requirement for mandatory cashouts:
                                             _____ (CANNOT BE LATER THAN THE
                                             DATE SPECIFIED IN SUBSECTION
                                             1.01(g)(2)).

                  (6)      The exclusion from the definition of "eligible
                           rollover distribution" in Subsection 13.04(c) of
                           hardship withdrawals of Deferral Contributions made
                           in accordance with the provisions of Section 10.05 or
                           the Protected In-Service Withdrawal Addendum to the
                           Adoption Agreement is effective for distributions
                           made on or after January 1, 1999.

                           (A)               [ ]      Later effective date
                                             applies to rollover treatment of
                                             hardship withdrawals of Deferral
                                             Contributions: (CANNOT BE LATER
                                             THAN THE EARLIER OF JANUARY 1, 2000
                                             OR THE DATE SPECIFIED IN SUBSECTION
                                             1.01(g)(2)).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       43

<PAGE>

         (c)      THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING
                  DATES:

                  (1)      The inclusion in Compensation of amounts excluded
                           from gross income under a salary reduction agreement
                           by reason of the application of Code Sections
                           132(f)(4) (the "132(f) Amendment"), as provided in
                           Subsections 2.01(s) and 2.01(z) and Sections 5.02 and
                           15.03 is effective for Plan Years beginning on or
                           after January 1, 2001, or, if earlier, the first day
                           of the Plan Year in which the Plan has been operated
                           in accordance with the 132(f) Amendment, but, in no
                           case earlier than the first Plan Year beginning on or
                           after January 1, 1998.

                           The 132(f) Amendment, as provided in Subsection
                           6.12(d) is effective for Limitation Years beginning
                           on or after January 1, 2001, or, if earlier, the
                           first day of the Limitation Year in which the Plan
                           has been operated in accordance with the 132(f)
                           Amendment, but, in no case earlier than the first
                           Limitation Year beginning on or after January 1,
                           1998.

                  (2)      The definition of "Highly Compensated Employee" in
                           Subsection 2.01(z) is effective for Plan Years
                           beginning on or after January 1, 1997.

                  (3)      The definition of "Leased Employee" in Subsection
                           2.01(cc) is effective for Plan Years beginning on or
                           after January 1, 1997.

                  (4)      The change in the "maximum permissible amount", as
                           defined in Subsection 6.01(r), to $30,000 adjusted
                           for cost of living increases, is effective for
                           Limitation Years beginning on or after January 1,
                           1995.

                  (5)      The rules for applying the "ADP" test, described in
                           Section 6.03, and the "ACP" test, described in
                           Section 6.06 are effective for Plan Years beginning
                           on or after January 1, 1997.

                  (6)      The rules for allocating and distributing "excess
                           contributions", as provided in Section 6.04, and the
                           rules for allocation, distribution and forfeiture of
                           "excess aggregate contributions", as provided in
                           Section 6.07 are effective for Plan Years beginning
                           on or after January 1, 1997.

                  (7)      The 4% limitation on discretionary matching employer
                           contributions in the event the Plan is intended to
                           satisfy the safe harbor contribution requirements
                           under the Code such that the "ADP" test (and, if
                           applicable, the "ACP" test) is deemed satisfied is
                           effective only for Plan Years beginning on or after
                           January 1, 2000.

                  (8)      The provisions of Section 18.03, regarding the Code
                           Section 401(a)(13)(C) and (D) exceptions to the
                           nonalienability of benefits rules, apply to
                           judgments, orders, and decrees issued and settlement
                           agreements entered into on or after August 5, 1997.

                  (9)      The provisions of Section 18.07, regarding veterans
                           reemployment rights, are effective December 12, 1994.

         (d)      FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
                  1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT
                  THAT ARE RELATED TO GUST SHALL APPLY IN ACCORDANCE WITH THE
                  PROVISIONS OF THIS AMENDMENT AND RESTATEMENT, EXCEPT AS
                  OTHERWISE PROVIDED BELOW:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       44

<PAGE>

         (e)      FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
                  1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT
                  THAT ARE RELATED TO GUST SHALL APPLY TO ALL PLANS MERGED INTO
                  THE PLAN DURING THE PERIOD COVERED BY THIS ADDENDUM EXCEPT TO
                  THE EXTENT ANY SUCH MERGED PLAN IS AMENDED TO PROVIDE
                  OTHERWISE OR AS PROVIDED BELOW:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       45

<PAGE>

       THE CORPORATEPLAN FOR RETIREMENT (SM) (PROFIT SHARING/401(K) PLAN)

                         ADDENDUM TO ADOPTION AGREEMENT

                       FIDELITY BASIC PLAN DOCUMENT NO. 02

    RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA")
                                 AMENDMENTS FOR

PLAN NAME: PHARMCHEM, INC. 401(K)

PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

(a)      CATCH-UP CONTRIBUTIONS. The Employer must select either (1) or (2)
         below to indicate whether eligible Participants age 50 or older by the
         end of a calendar year will be permitted to make catch-up contributions
         to the Plan, as described in Section 5.03(b)(1):

         (1)      [X]      Catch-up contributions shall apply effective
                           January 1, 2002, unless a later effective date is
                           specified herein, _____.

         (2)      [ ]      Catch-up contributions shall not apply.

         NOTE: The Employer must NOT select (a)(1) above unless all plans of all
         employers treated, with the Employer, as a single employer under
         subsections (b), (c), (m), or (o) of Code Section 414 also permit catch
         up contributions (except a plan maintained by the Employer that is
         qualified under Puerto Rico law), as provided in Code Section 414(v)(4)
         and IRS guidance issued thereunder. The effective date applicable to
         catch-up contributions must likewise be consistent among all plans
         described immediately above, to the extent required in Code Section
         414(v)(4) and IRS guidance issued thereunder.

(b)      PLAN LIMIT ON ELECTIVE DEFERRAL FOR PLANS PERMITTING CATCH-UP
         CONTRIBUTIONS. This Section (b) is inapplicable if the Plan converted
         to this Fidelity document from any other document effective after April
         1, 2002.

         For Plans that permit catch-up contributions beginning on or before
         April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit described
         in Section 5.03(b)(2) shall apply beginning April 1, 2002, unless
         (b)(1) or (b)(2) is selected below. For Plans that permit catch up
         contributions beginning after April 1, 2002, pursuant to (a)(1) above,
         the Plan Limit set out in Section 1.07(a)(1) shall continue to apply
         unless and until the Employer's election in (b)(2) below, if any,
         provides for a change in the Plan Limit.

         (1)      [ ]      The Plan Limit set out in Section 1.07(a)(1) shall
                           continue to apply on and after April 1, 2002.

         (2)      [ ]      The Plan Limit set out in Section 1.07(a)(1) shall
                           continue to apply until (cannot be before April 1,
                           2002), and the Plan Limit after that date shall be %
                           of Compensation each payroll period.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        1

<PAGE>

(c)      MATCHING EMPLOYER CONTRIBUTIONS ON CATCH-UP CONTRIBUTIONS. The Employer
         must select the box below only if the Employer selected (a)(1) above,
         and the Employer wants to provide Matching Employer Contributions on
         catch-up contributions. In that event, the same rules that apply to
         Matching Employer Contributions on Deferral Contributions other than
         catch-up contributions will apply to Matching Employer Contributions on
         catch-up contributions.

         [ ]      Notwithstanding anything in 2.01(l) to the contrary, Matching
                  Employer Contributions under Section 1.10 shall apply to
                  catch-up contributions described in Section 5.03(b)(1).

(d)      VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Complete this section (d)
         only if the vesting schedule for Matching Employer Contributions under
         the Plan must be amended to comply with EGTRRA. This is the case if, in
         the absence of an amendment, the vesting schedule for Matching Employer
         Contributions would not be at least as rapid as Three-Year Cliff or
         Six-Year Graded Vesting, effective for Participants with at least one
         Hour of Service on or after the first Plan Year beginning after
         December 31, 2001, subject to the rule described in (2) below. Complete
         (d)(1) to specify the new vesting schedule; any vesting schedule
         changes must conform to the requirements of Section 16.04 of the Plan.
         Only complete (d)(2) if your Plan is maintained pursuant to a
         collective bargaining agreement ratified by June 7, 2001. Complete
         (d)(3) if the Employer wants to apply the vesting schedule selected in
         (d)(1) to only the portion of a Participant's accrued benefits derived
         from Matching Employer Contributions for Plan Years beginning after
         December 31, 2001.

         (1)      VESTING SCHEDULE FOR MATCHING EMPLOYER CONTRIBUTIONS. Unless
                  the Employer checks the box in (d)(3) of this EGTRRA
                  Amendments Addendum, the Vesting Schedule set forth below
                  shall apply to all accrued benefits derived from Matching
                  Employer Contributions for Participants who complete an Hour
                  of Service under the Plan in a Plan Year beginning after
                  December 31, 2001, regardless of the Plan Year for which such
                  contributions are made, subject to the Employer's election of
                  a later effective date as indicated in (d)(2) below:

                  [ ]      100% Vesting immediately

                  [ ]      3-Year Cliff (see C below)

                  [ ]      6-Year Graded (see E below)

                  [ ]      Other Vesting Schedule (complete G3 below, but must
                           be at least as favorable as either C or E)

<TABLE>
<CAPTION>
      APPLICABLE VESTING SCHEDULE
----------------------------------------
   YEARS OF
VESTING SERVICE     C       E       G3
---------------   ------  ------  -------
<S>               <C>     <C>     <C>
       0              0%      0%      __%
---------------   -----   -----   ------
       1              0%      0%      __%
---------------   -----   -----   ------
       2              0%     20%      __%
---------------   -----   -----   ------
       3            100%     40%      __%
---------------   -----   -----   ------
       4            100%     60%      __%
---------------   -----   -----   ------
       5            100%     80%      __%
---------------   -----   -----   ------
   6 or more        100%    100%     100%
===============   =====   =====   ======
</TABLE>

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        2

<PAGE>

         (2)      DELAYED EFFECTIVE DATE FOR PLANS SUBJECT TO COLLECTIVE
                  BARGAINING. If the plan is maintained pursuant to one or more
                  collective bargaining agreements ratified by June 7, 2001, the
                  effective date for faster vesting of Matching Employer
                  Contributions for Participants covered by such a collective
                  bargaining agreement can be delayed by checking the box below
                  and inserting the effective date, which is the first day of
                  the first Plan Year beginning on or after the earlier of (i)
                  January 1, 2006, or (ii) the later of the date on which the
                  last of the collective bargaining agreements described above
                  terminates (without regard to any extension on or after June
                  7, 2001), or January 1, 2002.

                  [ ]      The vesting schedule elected by the Employer in
                           (d)(1) above shall apply to those Participants
                           covered by a collective bargaining agreement(s)
                           ratified by June 7, 2001, who have at least one Hour
                           of Service on or after ______. Unless the Employer
                           selects the box in (d)(3) below, the vesting schedule
                           selected in (d)(1) above shall apply to the entire
                           accrued benefit derived from Matching Employer
                           Contributions of such Participants with an Hour of
                           Service in a Plan Year beginning on or after the date
                           specified herein. For all other Participants, the
                           vesting schedule shall apply as of the date and in
                           the manner described in (d)(1) and, where applicable,
                           (d)(3).

         (3)      GRANDFATHERED APPLICATION OF PRIOR VESTING SCHEDULE. The
                  Employer must check the box below only if the Employer wants
                  to grandfather an existing vesting schedule and apply the
                  vesting schedule that the Employer selected in (d)(1) above to
                  only that portion of a Participant's accrued benefit derived
                  from Matching Employer Contributions for Plan Years beginning
                  after December 31, 2001, (and/or for Plan Years beginning on
                  or after the date specified in (d)(2), for any Participants
                  subject to (d)(2), if selected by the Employer).

                  [ ]      The Vesting Schedule in (d)(1) above shall apply only
                           to the portion of a Participant's accrued benefits
                           derived from Matching Employer Contributions under
                           the Plan in a Plan Year beginning after December 31,
                           2001, or such later date applicable to the
                           Participant if specified in (d)(2) above.

(e)      ROLLOVERS OF AFTER-TAX EMPLOYEE CONTRIBUTIONS TO THE PLAN. The Employer
         must mark the box below only if the Employer does not want the Plan to
         accept Participant Rollover Contributions of qualified plan after-tax
         employee contributions, as described in Section 5.06, which would
         otherwise be effective for distributions after December 31, 2001:

         [ ]      Participant Rollover Contributions or direct rollovers of
                  qualified plan after-tax employee contributions shall not be
                  accepted by the Plan at any time.

(f)      APPLICATION OF THE SAME DESK RULE. The Employer must mark the box below
         only if the Employer wants to discontinue the application of the same
         desk rule set forth in Section 12.01(a).

         [ ]      Effective for distributions from the Plan after December 31,
                  2001, or such later date as specified herein ______, a
                  Participant's elective deferrals, qualified nonelective
                  contributions and qualified matching contributions, if
                  applicable, and earnings attributable to such amounts shall be
                  distributable, upon a severance from employment as described
                  in Section 12.01(b), effective only for severances occurring
                  after  ______ (or, if no date is entered, regardless of when
                  the severance occurred).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        3

<PAGE>

                               AMENDMENT EXECUTION
                                (FIDELITY'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
13th day of January, 2003.

EMPLOYER: PharmChem, Inc.                        EMPLOYER:______________________

By:        /S/ DAVID LATTANZIO                   By:      ______________________
         ----------------------------------
Title:     Vice President                        Title:   ______________________

ACCEPTED BY: Fidelity Management Trust Company, as Trustee

By:        /S/ GREGORY M. PERKINS                Date:    1/21/2003
         ----------------------------------
Title:     Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        4

<PAGE>

                               AMENDMENT EXECUTION
                                (EMPLOYER'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
13th day of January, 2003.

EMPLOYER: PharmChem, Inc.                        EMPLOYER:______________________

By:        /S/ DAVID LATTANZIO                   By:      ______________________
         ----------------------------------
Title:     Vice President                        Title:   ______________________

ACCEPTED BY: Fidelity Management Trust Company, as Trustee

By:        /S/ GREGORY M. PERKINS                Date:    1/21/2003
         ----------------------------------
Title:     Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        5