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                                                                    Exhibit 10.9


                            SUMMARY PLAN DESCRIPTION
<PAGE>
                                GUST RESTATEMENT
                 HAIGHTS CROSS COMMUNICATIONS 401K SAVINGS PLAN
                            SUMMARY PLAN DESCRIPTION

INTRODUCTION

Sooner or later, you're going to need savings to supplement your retirement
income. Achieving financial security for your future is not just a matter of how
much you earn, but more importantly, it's a matter of how much you save.

By saving regularly through your Company's 401(K) savings Plan, even if only a
few dollars each payday, you can accumulate more money in a few years than you
would think possible. It is one of the surest ways to give yourself a head start
on developing financial security.

HAIGHTS CROSS COMMUNICATIONS wants to help you meet your financial goals with
this Plan. Your savings grow faster with tax-deferred dollars, Company
contributions (if any), and investment opportunities. Set your goals high and
join the Plan.

This booklet describes the major features of the HAIGHTS CROSS COMMUNICATIONS
401K SAVINGS PLAN for Plan Years beginning after the May 01, 2003 amendment and
restatement of the Plan. Read this booklet carefully and think about it. The
question should not be whether you should join, but how little or how much you
should invest for your financial security.

Copies of the Plan and certain related documents are available for your review
in the offices of the Company. IF THERE ARE ANY DIFFERENCES BETWEEN THIS
DESCRIPTION AND THE TERMS OF THE PLAN DOCUMENT, THE TERMS OF THE PLAN DOCUMENT
WILL GOVERN.

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WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

A11 employees of HAIGHTS CROSS COMMUNICATIONS are eligible to participate in the
Plan upon completing the Plan's eligibility requirements.

WHAT ARE THE PLAN'S ELIGIBILITY REQUIREMENTS?

In order to participate in the Plan you must be at least age 21 and have
completed one Year of Eligibility Service. A Year of Eligibility Service is
accomplished after completing 1,000 Hours of Service during your first 12 months
of employment. If 1,000 Hours of Service is not completed in the first 12 months
of employment, you will be credited with a Year of Eligibility Service, provided
you complete 1,000 Hours of Service in any following calendar year. An Hour of
Service is any hour for which you are paid or are entitled to payment. If you
are absent from employment with the Employer because of qualified military
service, your military service will count as service for purposes of meeting the
Plan's eligibility requirements.

If you terminate employment after becoming a participant in the Plan, or after
satisfying the Plan's eligibility requirements but before actually becoming a
participant, and are later rehired as an eligible employee, you will become a
participant in the Plan on the next Entry Date following your rehire. If you
terminate employment before satisfying the Plan's eligibility requirements and
are later rehired, you must satisfy the Plan's eligibility requirements before
you may participate in the Plan.

WHEN DOES PLAN PARTICIPATION BEGIN?

You will become a participant on the first day of the month following the
completion of the eligibility requirements.

HOW DOES THE PLAN WORK?

The basic operation of the Plan is simple:

         You may elect to defer a percentage of your eligible pay on a pre-tax
         basis every pay period. This contribution is known as your Elective
         Deferrals, In order to make Elective Deferrals, you must complete an
         Enrollment Form and return it to the Company prior to the date
         established by the administrator at your Company, or enroll through the
         ADP Voice Response System or the Participant Website. You should
         consult the administrator at your Company to learn which enrollment
         methods are available for your Company. Your Elective Deferrals will
         then begin in the first payroll cycle of the following month.

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         For purposes of the Plan, eligible earnings is defined as compensation
         as reflected on your Form W-2 including your Elective Deferrals and any
         other contributions you may have made to a "Section 125" cafeteria
         plan. Eligible earnings will not include any severance pay or accrued
         vacation pay received after you separate from service with the Company
         or an affiliate.

         The amount of your Elective Deferrals and any additional Company
         contributions are invested as you direct in accordance with the
         investment options provided in the Plan. These contributions and any
         accumulated investment earnings on all contributions will be
         tax-deferred until you receive a distribution.

         The Plan has several features that allow you to tailor it to your own
         personal needs. You decide whether or not you want to make Elective
         Deferrals from 1% to 15% of your eligible earnings on a pre-tax basis.
         You decide how all contributions attributable to your total Account
         Balance are to be invested. You also have the right to change these
         decisions (see Question "What Happens if I Change my Mind?").

WHAT CONTRIBUTIONS ARE MADE TO THE PLAN?

-        ELECTIVE DEFERRALS

         Your Elective Deferrals to the Plan are made from your eligible
         earnings before taxes are taken out. You may contribute from 1% to 15%
         (in whole percentages) of your eligible earnings.

-        MATCHING CONTRIBUTIONS

         The Company will make a Matching Contribution equal to 50% on the first
         6% that you contribute to the Plan. If you contribute 6%, the Company
         will contribute 50% of that amount or 3%. If you contribute 7%, the
         Matching Contribution is 3% (50% on the first 6% that you contribute).
         You must make Elective Deferrals in order to receive the Matching
         Contribution. The Matching Contribution is made each pay period that
         your Elective Deferrals are made. Once your Elective Deferrals stop,
         the Matching Contribution also stops.

-        NONELECTIVE CONTRIBUTIONS

         The Company may decide to make a Nonelective Contribution to the Plan,
         although the Company is not required to do so. The Nonelective
         Contribution will be allocated to all employees eligible to participate
         in the Plan. You must be a participant employed by the Company on
         December 31 to receive this allocation. If your Employment terminated
         prior to December 31 due to death, Disability (defined later in this
         booklet) or attainment of age 65, the Plan's Normal Retirement Age, you
         will be eligible to receive any Nonelective Contribution that the
         Company may make for the year in which your Employment terminated.

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         Your share of the Nonelective Contribution is in proportion to your
         eligible earnings compared to the eligible earnings of the other
         employees who will also share in the contribution.

ARE THERE ANY LIMITATIONS TO THE AMOUNT I CAN CONTRIBUTE?

Ordinarily, the Internal Revenue Service requires retirement plans that permit
employees to defer taxes by making elective contributions to satisfy certain
complex tests. Depending on the results of these tests, restrictions on
contributions for certain higher paid employees may be necessary.

Congress also limits the annual dollar amount of Elective Deferrals that you can
contribute to your account. For 2003, the limit is $12,000. This limit will
increase in $1,000 increments each year until it reaches $15,000 in 2006. After
2006, this limit will be adjusted for inflation.

Congress also limits the annual eligible earnings to be considered for purposes
of plan contributions and testing. For 2003, this limit is $200,000. This limit
may also be increased periodically to reflect cost-of-living increases.

Finally, Congress limits the total amount of "annual additions" (contributions
made to the Plan by you or by the Company on your behalf) allocated to your
account each year. This limit is the lesser of 100% of your compensation or
$40,000.

DOES THE PLAN ALLOW "CATCH-UP" CONTRIBUTIONS?

While there are limitations to the amount of Elective Deferrals you can
contribute, you will be permitted to exceed those limits if you are eligible to
make a "catch-up" contribution. Catch-up contributions are contributions that
exceed either a statutory limit (such as the annual limit described above on the
annual dollar amount of Elective Deferrals you can contribute to your account -
$12,000 for 2003), your Plan's limit on the amount of Elective Deferrals you can
contribute to your account, or any restrictions on contributions for certain
higher paid employees that may be necessary as a result of certain tests.

If you are eligible to participate in the Plan and are projected to reach age 50
during a calendar year, you will be eligible to make a catch-up contribution at
any time during that calendar year - you do not need to wait until your
birthday. (There are special eligibility rules for collectively bargained
(union) employees, however, that may delay the availability of catch-up
contributions for these employees. If you are a union employee, you should
confirm with your Plan's administrator when you will be eligible to make
catch-up contributions to the Plan.)

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If you are eligible to make catch-up contributions, you should contact your
Plan's administrator to learn whether you need to take any special steps to make
catch-up contributions under your Plan. If you wish to arrange to make catch-up
contributions in excess of your Plan's limit on contributions, you will not be
able to do so through either the ADP Voice Response System or the Participant
Website; instead, you will have to arrange this through your Plan's
administrator.

The limit on catch-up contributions will be as follows for 2002 and later years:

<TABLE>
<CAPTION>
                         MAXIMUM PERMITTED
YEAR                     CATCH-UP CONTRIBUTION
<S>                      <C>
2002                     $1,000
2003                     $2,000
2004                     $3,000
2005                     $4,000
2006                     $5,000
2007+*                     *
</TABLE>

         *Limit will be increased in $500 increments by the IRS for cost of
         living increases after 2006.

WHAT DOES VESTING MEAN?

Vesting is your right to the contributions in your total Account Balance. In
other words, to be vested refers to that portion of your Account Balance that is
yours and which cannot be forfeited. Upon termination of Employment, you are
entitled to the entire vested portion of your Account Balance.

You are always 100% fully vested in your Elective Deferral and Rollover (if any)
Contribution Accounts.

In some circumstances, the Company may need to make special contributions on
your behalf called Qualified Matching Contributions or Qualified Nonelective
Contributions. If made, you are always 100% vested in these contribution
accounts.

If you terminate Employment due to death, Disability (defined later in this
booklet) or attainment of age 65, the Plan's Normal Retirement Age, you will
also be 100% fully vested in your total Account Balance.

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If you leave the Company for any other reason, you will be vested in your
Matching Contributions Account according to the following schedule:

<TABLE>
<CAPTION>
YEARS OF SERVICE                                           VESTED %
----------------                                           --------
<S>                                                        <C>
Less than 1 year                                           0%
At least 1 year, but less than 2                           20%
At least 2 years, but less than 3                          40%
At least 3 years, but less than 4                          66%
At least 4 years, but less than 5                          80%
5 years or more                                            100%
</TABLE>

If you leave the Company for any other reason, you will be vested in your
Nonelective Contributions Account according to the following schedule:

<TABLE>
<CAPTION>
YEARS OF SERVICE                                          VESTED %
----------------                                          ---------
<S>                                                       <C>
Less than 1 year                                          0%
At least 1 year, but less than 2                          20%
At least 2 years, but less than 3                         40%
At least 3 years, but less than 4                         60%
At least 4 years, but less than 5                         80%
5 years or more                                           100%
</TABLE>

If you have employer contributions (other than those discussed above) that were
contributed to your account before your Plan converted to the ADP recordkeeping
system, these contributions may be vesting on a different vesting schedule.
Please consult your Plan administrator if you have any questions.

Your Years of Service for vesting are counted from your date of hire. For
vesting, you will be credited with a Year of Service for each 12-month period
beginning on your date of hire during which you earn credit for 1,000 Hours of
Service. The method of crediting 1,000 Hours of Service for vesting is based on
an equivalency method. Under this method of vesting, for each month in which you
work at least 1 hour for the Company or an affiliate, if any, you will be
credited with 190 Hours of Service for that month. Therefore, if you work at
least 1 hour during each month for at least 6 months during a 12-month period
beginning on your date of hire, you will receive credit for 1 year of vesting
service for that 12-month period.

If you terminate employment and are later rehired, your pre-termination service
will always count in determining your vesting in any Employer contributions made
on your behalf after you are rehired. However, if you terminate employment and
have five (5) consecutive Breaks in Service before you are rehired, your service
after you are rehired will not count in determining your vesting in the Employer
contributions that were made on your behalf before you first terminated.

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You will have a Break in Service for vesting purposes if you are credited with
less than 501 Hours of Service in any 12-month period beginning with your date
of hire and each anniversary thereafter. Special Break in Service rules apply if
you are absent from work due to pregnancy, birth of your child, or placement of
a child with you for adoption, or because you are caring for your child
immediately following its birth or placement. Absence from work for these
reasons does not count as service for vesting purposes, but will not cause you
to have a Break in Service. If you are on qualified military leave and timely
return to active employment from that leave, the entire period of your qualified
military leave will count as service for vesting purposes under the Plan.
Qualified military leave cannot cause you to have a Break in Service.

CAN I FORFEIT ANY PORTION OF MY ACCOUNT?

If you terminate employment before becoming 100% vested in your account balance
but do not take a distribution from the Plan, the non-vested portion of your
account balance will be forfeited as of the date you have five consecutive
Breaks in Service.

If you terminate employment before becoming 100% vested in your account balance
and receive a distribution of the vested portion of your account, the non-vested
portion of your account will be forfeited when you take your distribution.
(Participants who terminate employment with a 0% vested percentage are deemed to
take a distribution when they terminate.) If you are rehired as an employee
eligible to participate in the Plan, however, the forfeited amount will be
restored to your account if you repay the entire amount previously distributed
to you within five years of your reemployment or, if earlier, before you incur
five consecutive Breaks in Service. If you do not repay the distribution - or if
you are rehired after you have incurred five consecutive Breaks in Service, the
forfeited portion of your account balance will remain forfeited and will not be
restored. You should consult with your Plan's administrator if you are rehired
and interested in repaying the portion of your account balance previously
distributed to you.

WHAT HAPPENS IF I BECOME PERMANENTLY DISABLED?

If you become Disabled under the Plan while you were employed by the Employer,
you become 100% vested in all your total Account Balance. You are considered to
have a Disability when you become eligible for disability benefits under the
Social Security Act.

HOW ARE CONTRIBUTIONS INVESTED?

Amounts contributed to the Plan are held in a trust created under the Plan.
Contributions allocated to your account are invested according to your
direction. Each of the investment funds that are offered has different
investment objectives. The Administrative Committee has provided you with a
description of each of these investment funds. Contact the Administrative
Committee if you have questions regarding the different investments offered in
the Plan.

WHAT HAPPENS IF I CHANGE MY MIND?

Effective daily, you can make a change to:

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-        Increase or decrease the amount of your contribution;

-        The investment of your future contributions;

-        Reallocate/transfer your current Account Balance, or;

-        Suspend your contributions by changing your contributions to 0%.

All requests made by 4:00 E.S.T. will be in effect the next business day. Any
requests to resume contributions after you suspend your Elective Deferrals will
be effective as of the next available payroll after you request to resume your
Elective Deferrals.

WILL I RECEIVE A STATEMENT OF MY ACCOUNT?

You will receive a quarterly statement that shows the activity in your account
for the calendar quarter, including contributions and investment earnings.

HOW IS THE VALUE OF MY ACCOUNT DETERMINED?

The value of your Account Balance can change depending on several factors, which
include:

         (a)      Contributions that are made to the account;

         (b)      Increases or decreases in the market value of investments;

         (c)      Cost of investment management expenses, transactional costs
                  and service charges (contact the administrator at the Company
                  for information on these expenses, transactional costs and
                  service charges, if any); and

         (d)      Loans and loan repayments.

All investments involve some risk. Thus, the value of the different investments
may go down as well as up and the value of your account will vary accordingly.
The statement of your account will reflect all transactions affecting the value
of your account.

WHEN CAN I RECEIVE PLAN BENEFITS?

Benefits are payable to you after you leave the Company for any reason
(retirement, termination, Disability or death):

         -    If you leave the Company, you can receive your vested benefit
                  in a single lump sum payment or have the payment paid as a
                  "direct rollover" to your individual retirement account (IRA)
                  or to another employer's tax qualified plan (if separation is
                  due to your death, direct rollover is only available if your
                  beneficiary is your spouse).

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         -    If your Account Balance (determined excluding any Rollover
                  Contributions plus earnings) is greater than $5,000, in
                  addition to either a lump sum or direct rollover, you may
                  choose to receive monthly installments or defer receiving
                  payments until age 70-1/2. If you choose to defer payments,
                  your account will continue to be invested the way you direct
                  and will be adjusted for any gains or losses which occur.

-        Effective as of the date your plan is converted to the ADP
         recordkeeping system distributions are only permitted in cash. Any
         other noncash form of distribution that may have been available under
         the terms of the plan prior to the date your plan is converted to the
         ADP recordkeeping system are not available.

-        If you elect to have the distribution paid directly to you in a cash
         lump sum, you will receive only 80% of your vested Account Balance,
         because 20% is required to be withheld by the Company and sent to the
         IRS as income tax withholding to be credited against your taxes. The
         only exception to this requirement is if your vested benefit is less
         than $200. Before electing your payment from the Plan, you will receive
         a notice describing the elections you may make for your payment.

-        In the event of your death before termination of Employment and before
         distribution of your benefits has begun, you are 100% vested and the
         amount in your account is payable in a single lump sum to your
         beneficiary. If you are not married, you may name anyone as your
         beneficiary, or change your beneficiary at any time on a form provided
         for that purpose. If you are married, you must name your spouse as
         beneficiary unless your spouse agrees to the selection of someone else.
         Unless otherwise elected, the beneficiary will be your spouse or, if
         you have no surviving spouse, your descendants, or if you have no
         surviving descendants, your beneficiary will be your estate. Payment
         will be made to your designated beneficiary as soon as administratively
         possible.

-        If you continue working for the Company after age 70-1/2 and you are a
         more than 5% owner, you must begin to receive your benefits by April 1
         following the year in which you reach age 70-1/2, even if you are still
         employed at the time. If you are not a 5% owner, you must begin to
         receive your benefits by April 1 following the later of the year in
         which you reach age 70-1/2 or terminate Employment.

-        If you were a participant in the Plan prior to the date your plan
         converted to the ADP recordkeeping system, please contact your Plan
         administrator or refer to the SPD that was in effect for your Plan
         prior to the date your plan converted to the ADP recordkeeping system
         for information on any additional termination distribution rights that
         may be available to you. Similarly, if you previously participated in a
         plan that was merged into the Plan, please contact your Plan's
         administrator for information on any additional termination
         distribution rights that may be available to you.

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HOW ARE MY DISTRIBUTIONS FROM THE PLAN TAXED?

Distributions from this Plan that are received by you or your beneficiary are
subject to current income taxes. However, under certain circumstances, such as a
distribution to your spouse as your beneficiary, the income taxes on Plan
distributions may be postponed or reduced. You will receive additional
information about distributions from the Plan at the time you or your
beneficiary are entitled to receive a benefit.

Distribution rules provide that any part of a distribution (including after-tax
contributions) from a qualified plan (such as this Plan) can be rolled over to
an eligible retirement plan. "Eligible retirement plans" to which a distribution
may be rolled over include another employer's tax-qualified retirement plan; a
Section 403(a) qualified annuity plan; a governmental Section 457 plan; a
Section 403(b) tax-sheltered annuity; or a traditional individual retirement
account. Note: After-tax contributions may only be rolled over to a qualified
defined contribution plan or an individual retirement account or annuity that
agrees to separately account for those contributions. It is your responsibility
to confirm that the plan to which you intend to roll over your distribution will
accept the rollover from this Plan. Certain types of distributions are not
eligible to be rolled over. These include distributions that are one of a series
of substantially equal payments made over the life (or joint life expectancies)
of the participant and his or her beneficiary, or over a specified period of 10
years or more, hardship withdrawals or a minimum required distribution because a
participant, who is a 5% owner, has attained age 70 1/2.

You are permitted to elect to have any distribution that is eligible for
rollover treatment transferred directly to an eligible transferee plan (a
"Direct Transfer"). Such a distribution will not be subject to 20% withholding.
You will receive a written explanation of your distribution options within a
reasonable period of time before receiving a distribution that is eligible to be
rolled over.

If you elect to have your benefit transferred as a Direct Transfer, then you
must provide the administrator at your Company, in a timely manner, with
information regarding the transferee plan. The administrator at your Company is
entitled to reasonably rely on the information that you provide to him or her,
and will not independently verify it.

Federal income tax withholding at a rate of 20% is required on any taxable
distribution that is eligible to be rolled over but is not transferred directly
to an eligible transferee plan. You cannot elect to forego withholding on
these distributions.

YOU MAY WANT TO CONSULT WITH A PROFESSIONAL TAX ADVISOR BEFORE YOU TAKE A
DISTRIBUTION OF YOUR BENEFITS FROM THE PLAN. You may want to discuss other
alternative methods available to you to defer the payment of taxes as well as
applicable federal, state and/or local tax rules that may affect your
distribution.

MAY I WITHDRAW FUNDS WHILE STILL EMPLOYED?

You may withdraw all or part of your vested Account Balance once you reach age
59 1/2. You may also withdraw any or part of your Rollover Contributions in the
Plan, as well as any After-

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<PAGE>
Tax Contributions that may be held in your account in the Plan at any time and
at any age. If you were a participant in the Plan prior to the date the Plan was
converted to the ADP recordkeeping system, or in a plan that was merged into the
Plan, please contact your Plan administrator or refer to the SPD that was in
effect prior to the date the Plan was converted to the ADP recordkeeping system
for information on any additional in-service distribution rights that may be
available to you.

In the event of a financial hardship you may withdraw your own Elective
Deferrals (excluding earnings on your Elective Deferrals) as well as any vested
Matching Contributions or Nonelective Contributions.

To make a hardship withdrawal under current Internal Revenue Service rules, you
must be able to show that you are suffering an immediate and heavy financial
hardship and that the money cannot be obtained from any other source. You must
take any non-hardship in-service withdrawals that may be available to you under
the Plan before you may obtain a hardship withdrawal. You also must first obtain
the maximum available loan under the Plan. Effective July 1,2002, you will not
be required to take the maximum available loan before receiving a hardship
withdrawal to the extent that repaying the loan would increase the amount of
your hardship. As of July 1, 2002, if you either do not take a loan or take a
loan of less than the maximum available amount before requesting a hardship
withdrawal, you must certify to your Plan's administrator in writing that
repaying the maximum available loan amount would increase the amount of your
hardship. You will need to contact your Plan's administrator if you need to
provide this certification.

Circumstances that qualify as an immediate and heavy financial hardship are:

         (a)      Medical expenses not covered by insurance for you, your
                  spouse, or dependents;

         (b)      The purchase of your principal residence (excluding mortgage
                  payments);

         (c)      Post-secondary tuition costs, related educational fees and
                  room and board expenses for the next 12 months for you, your
                  spouse, or dependents;

         (d)      The need to prevent eviction from or foreclosure on your
                  principal residence.

In addition, the amount of your hardship withdrawal must be no more than the
amount necessary to satisfy your immediate and heavy financial need, plus any
income taxes or penalties which are expected to result from the distribution.
The minimum permitted hardship withdrawal is $500.

As previously explained, a hardship withdrawal is not considered to be an
eligible rollover distribution by the IRS. The hardship withdrawal may be
subject to a 10% excise tax imposed by the IRS. You will be suspended from
making elective contributions for 6 months after you receive a hardship
withdrawal that includes Elective Deferrals.

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<PAGE>
HOW DO LOANS WORK?

Loans will be made on a uniform and non-discriminatory basis. Sole proprietors,
partners and certain shareholder/employees that were excluded from taking a
plan loan under prior law prior to 2002 are eligible to take a loan from the
Plan.

The minimum loan is $500. You can borrow up to 50% of your vested Account
Balance to a maximum of $50,000. However, the $50,000 amount in the preceding
sentence is reduced by the highest outstanding loan balance you had under the
Plan during the previous 12-month period.

Loans must be fully repaid through payroll deductions within 5 years unless the
loan is used for the purchase of your primary residence. Loans used to purchase
your primary residence may be repaid within a period of no more than 30 years.
You have to repay any outstanding loan before a new loan can be made. You may
prepay an outstanding loan in full, by certified check, at any time.

The interest rate for a loan will be the rate in effect in the month your loan
is effective. The interest rate is the prime rate as published in THE WALL
STREET JOURNAL on the 14th of each month, plus two percentage points. This
interest rate is effective for any loan processed as of the 16th day of the
month.

When you take a loan from the Plan, your repayment of the loan is secured by
your Account Balance. If you terminate Employment, any remaining payments are
due immediately unless you are a party in interest. If you qualify as a party in
interest you may continue to repay your loan after termination of Employment. If
you do not repay the loan, the outstanding loan balance will be included in your
gross income for federal income tax purposes as if it were distributed to you.
If you die with an outstanding loan balance, your death will cause your loan to
be in default, and your outstanding loan balance will be regarded as if it were
distributed to you.

If you enter into a period of military leave, your loan repayments will be
suspended for the duration of your leave. If you enter into a leave of absence
without pay, or at a rate of pay (after employment and income tax withholding)
that is less than your required loan installments, your loan repayment
obligation will be suspended for up to one year (or until the date your final
loan payment is due, if earlier). If you do not resume repayments within any
administrative grace period provided under the ADP Prototype Program after you
return from a leave of absence (or when the suspension of your repayment
obligation ends, if earlier, as explained in this paragraph), your loan will be
in default and will be included in your gross income for federal income tax
purposes as if it were distributed to you.

                                       12
<PAGE>
IF I RECEIVED A DISTRIBUTION FROM ANOTHER ELIGIBLE RETIREMENT PLAN, MAY I
CONTRIBUTE THAT AMOUNT TO THE PLAN?

Yes. You may make a Rollover Contribution of benefits, in cash (exclusive of any
outstanding notes on plan loans), from an "eligible retirement plan" to this
Plan. You may not make a Rollover Contribution to the Plan that includes any
voluntary nondeductible, i.e., "after-tax" contributions. You may make a
Rollover Contribution to this Plan from the following types of eligible
retirement plans:

-        a "conduit" IRA which only contains rollover contributions from another
         qualified plan;

-        a non-conduit IRA (rollovers from these IRAs are limited to taxable
         distributions, i.e., your non-taxable IRA contributions plus earnings
         on any of your IRA contributions whether taxable or not);

-        a SIMPLE IRA (as long as the SIMPLE IRA has been in existence for at
         least two years at the time of the distribution);

-        an employer's qualified plan;

-        a Section 403(a) qualified annuity plan;

-        a governmental Section 457 plan; or

-        a Section 403(b) tax-sheltered annuity.

You may request a Direct Transfer of your account in an eligible retirement plan
or you may be able to roll over a distribution which was tax deferred (i.e.,
does not include any "after-tax" contributions), but with respect to a rollover
you must do so within 60 days of receiving a distribution from the other plan.

WHAT ARE THE TOP-HEAVY PROVISIONS?

A top-heavy plan is a plan in which 60% or more of the combined Account Balances
held under the Plan belong to "key employees". Key employees are generally
officers, shareholders, and owners who earn above a certain compensation level
and/or own more than a specified interest in the Company. If the Plan becomes
top-heavy, the Plan would be required to provide for minimum contributions and
top-heavy vesting. The minimum contribution is generally a contribution by the
Company of 3% of your compensation unless all key employees receive a
contribution of less than 3% of their compensation. The amount you contribute to
the Plan as an Elective Deferral is not included in calculating the 3% minimum
contribution which may be required but is included in determining the
contribution made on behalf of key employees.

                                       13

<PAGE>
ADDITIONAL ITEMS

A.    BENEFIT CLAIMS PROCEDURES

      Under the Plan, you generally will receive your benefit as a matter of
      course. However, in certain cases, you or your beneficiary may wish to
      request Plan benefits that you believe you are entitled to (all references
      herein to "you" shall include your beneficiaries). Any such request must
      be made by you or your authorized representative in writing, and it should
      be filed with the Administrative Committee. If you or your authorized
      representative file a claim under the Plan, you will be referred to as the
      "Claimant".
      Note: If your Plan is subject to a collective bargaining agreement and the
      agreement contains certain provisions, then the procedures for resolution
      of claims set forth in that collective bargaining agreement will take the
      place of this claims procedure as permitted by Department of Labor
      regulations. Please contact your Plan administrator if you have questions
      regarding whether a collective bargaining agreement's claims procedures
      apply to you.

      GENERAL CLAIMS PROCEDURES

      If the Claimant's claim is denied in whole or in part, the Administrative
      Committee will provide a written notice of denial to the Claimant or the
      Claimant's authorized representative within a reasonable period of time,
      but no later than 90 days after the Administrative Committee receives the
      claim. The 90-day period will begin to run once a claim is filed, without
      regard to whether the Claimant has provided all the information necessary
      to make the benefit determination. If the Administrative Committee
      determines that special circumstances require an extension beyond the
      initial 90-day period, the Administrative Committee will notify the
      Claimant or the Claimant's authorized representative in writing of the
      special circumstances that make the extension necessary and the date by
      which a decision may be expected before the end of the initial 90-day
      period. Any such extension may not exceed 90 days from the end of the
      initial 90-day period.

      The Administrative Committee's notice of denial will explain the reason
      for the denial, refer to the specific Plan provisions on which the denial
      is based, describe any additional information or material needed from the
      Claimant to perfect his or her claim and why this information or material
      is necessary, and describe the Plan's claims review procedures and time
      limits.

      Within 60 days after receiving the notice of denial, the Claimant or the
      Claimant's authorized representative may submit a written appeal of the
      denial to the Administrative Committee. The Claimant or the Claimant's
      authorized representative may, free of charge, review and request copies
      of relevant documents, records, and other information relevant to the
      claim. The Claimant's appeal may include written comments, documents,
      records, and other information relating to the claim, regardless of
      whether the information was submitted or considered as part of the
      Claimant's initial claim for benefits.


                                       14
<PAGE>
      The Administrative Committee will review the appeal and make a
      determination within a reasonable period of time, but no more than 60 days
      after the Administrative Committee receives the appeal. If the
      Administrative Committee determines that special circumstances require an
      extension, the Administrative Committee will notify the Claimant or the
      Claimant's authorized representative in writing of the special
      circumstances that make the extension necessary and the date by which a
      decision may be expected before the end of the initial 60-day period. Any
      such extension may not exceed 60 days from the end of the initial review
      period.

      The Administrative Committee will provide a written determination on
      appeal which will explain the reasons for the decision, refer to the
      provisions of the Plan on which the decision is based, and inform the
      Claimant or the Claimant's authorized representative of any additional
      rights the Claimant may have. The determination on appeal by the
      Administrative Committee is the final determination under this claims
      procedure.

      DISABILITY CLAIMS PROCEDURES

      If the Claimant's claim for benefits involves a disability determination
      and the Plan defines disability in a manner that requires the Plan to
      determine if the Claimant is disabled, the special claims procedures set
      forth below will apply. If, however, the Plan defines disability by
      reference to a determination of disability made by the Social Security
      Administration or pursuant to the Employer's long term disability plan,
      then the General Claims procedures described above will apply.

      If the Claimant's claim is denied in whole or in part, the Administrative
      Committee will notify the Claimant or the Claimant's authorized
      representative within a reasonable period of time, but no later than 45
      days after the Administrative Committee receives the claim. The 45-day
      period will begin to run once a claim is filed, without regard to whether
      the Claimant has provided all the information necessary to make the
      benefit determination. If the Administrative Committee determines that an
      extension is needed for reasons beyond the Administrative Committee's
      control, it may take up to two 30-day extensions for consideration of the
      claim. If the Administrative Committee takes an extension, the
      Administrative Committee will notify the Claimant or the Claimant's
      authorized representative in writing of the reason for the extension and
      the date by which a decision is expected before the end of the initial 45
      day period (or, for a second extension, before the end of the first
      extension). The notice of extension will include an explanation of the
      standards on which the entitlement to the benefit claimed is based, the
      unresolved issues that are preventing a decision, and the additional
      information needed to resolve the issues. If the Administrative Committee
      requests additional information, the Claimant or the Claimant's authorized
      representative will have at least 45 days after receipt of the notice of
      extension to provide the information. The period during which the
      Administrative Committee waits for the Claimant or the Claimant's
      authorized representative to respond to the request for information will
      not count against the 30-day extension period (i.e. the 30-day extension
      period will be tolled from the date the notice of extension is sent to the
      Claimant or the Claimant's authorized representative to the

                                       15
<PAGE>
      date on which the Claimant or the Claimant's authorized representative
      responds to the request for additional information).

      The Administrative Committee's notice of denial will explain the reason
      for the denial, refer to the specific Plan provisions on which the denial
      is based, describe any additional information or material needed from the
      Claimant to perfect his or her claim and why this information or material
      is necessary, and describe the Plan's claims review procedures and time
      limits. Additionally, if the Administrative Committee relies on an
      internal rule, guideline, or protocol in denying the claim, it will either
      provide a copy of the rule, guideline or protocol, or indicate that a
      rule, guideline or protocol was relied upon and is available free of
      charge to the Claimant or the Claimant's authorized representative on
      request.

      Within 180 days after receiving the notice of denial, the Claimant or the
      Claimant's authorized representative may submit a written appeal of the
      denial. The Claimant or the Claimant's authorized representative may
      review and request copies of relevant documents, records, and other
      information relevant to the claim free of charge. Further, upon request by
      the Claimant or the Claimant's authorized representative, the identity of
      any medical or vocational expert whose advice was obtained in connection
      with the claim will be disclosed, regardless of whether his or her advice
      was relied upon in making the determination. The Claimant's appeal may
      include written comments, documents, records, and other information
      relating to the claim, regardless of whether it was submitted or
      considered as part of the initial application.

      The Claimant's appeal will be reviewed by an appropriate Plan fiduciary
      (the "Reviewing Fiduciary") who is neither a member nor a subordinate of
      the Administrative Committee or its members. The Administrative
      Committee's initial decision shall not be given any deference. If the
      initial decision was based in whole or in part on a medical judgment, the
      Reviewing Fiduciary will consult with a health care professional with
      appropriate training and experience in the medical field involved. The
      Reviewing Fiduciary will not consult with a health care professional who
      was consulted in connection with the initial review of the claim or a
      subordinate of any such professional.

      The Reviewing Fiduciary will review the appeal and make a determination
      within a reasonable period of time, but no more than 45 days after the
      Reviewing Fiduciary receives the appeal. If the Reviewing Fiduciary
      determines that special circumstances require an extension, it will notify
      the Claimant or the Claimant's authorized representative in writing of the
      special circumstances and the date by which a decision may be expected
      before the end of the initial 45-day period. Any such extension may not
      exceed 45 days from the end of the initial review period.

      The Reviewing Fiduciary will provide a written determination on appeal
      which will explain the reasons for the decision, refer to the provisions
      of the Plan on which the decision is based, and inform the Claimant or the
      Claimant's authorized representative of any additional rights the Claimant
      may have. If the Reviewing Fiduciary relies on an internal rule,
      guideline, or protocol in denying the claim, the Reviewing Fiduciary will


                                       16
<PAGE>
      either provide a copy of the rule, guideline or protocol, or indicate that
      a rule, guideline or protocol was relied upon and is available free of
      charge to the Claimant or the Claimant's authorized representative on
      request. The determination on appeal by the Reviewing Fiduciary is the
      final determination under this claims procedure.

B.    PENSION BENEFIT GUARANTY CORPORATION

      The Pension Benefit Guaranty Corporation does not insure benefits under
      the Plan. The reason is that plans that provide for individual accounts,
      such as the Plan, are excluded under the ERISA provisions that provide for
      such insurance coverage.

C.    INVESTMENT INFORMATION

      The Plan is called "an individual account plan". This means that you and
      all other participants have their own account in the Plan. The Plan is
      intended to satisfy the requirements of Section 404(c) of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA"). An ERISA
      Section 404(c) plan is an individual account plan which is designed to
      provide you with the opportunity to exercise control over the assets in
      your individual account, and also provides you with the opportunity to
      choose, from among a range of investment funds, the manner in which the
      assets in your account are invested. This means that you will have the
      responsibility for the investment decisions you make and neither ADP nor
      State Street Bank nor the Company will have any liability to you under
      ERISA for any investment losses that may result from your decisions. The
      Company will provide you with the following information at your request:

      -     A description of the annual operating expenses of each designated
            investment, which reduces your rate of return and the aggregate
            amount of such expenses, expressed as a percentage of average net
            assets,

      -     Copies of any financial statements and reports and any other
            materials relating to investments under the Plan,

      -     A list of the assets comprising the portfolio of each investment and
            the value of each such asset,

      -     Information concerning the share value of each investment,

      -     Information concerning the share value of the investments in your
            account.


                                       17
<PAGE>
D.    ERISA RIGHTS

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

            1)    Examine without charge at the office of the Administrative
                  Committee all documents governing the Plan, including
                  collective bargaining agreements, if any, and a copy of the
                  latest annual report (Form 5500 series) filed by the Plan with
                  the U.S. Department of Labor and available at the Public
                  Disclosure Room of the Pension and Welfare Benefits
                  Administration;

            2)    Obtain copies of all documents governing the operation of the
                  Plan, including collective bargaining agreements, if any, and
                  a copy of the latest annual report (Form 5500 Series) and
                  updated summary plan description upon written request to the
                  Administrative Committee. A reasonable charge may be made for
                  the copies;

            3)    Receive a summary of the Plan's annual financial report. The
                  Company is required by law to furnish each participant with a
                  copy of this summary annual report; and

            4)    Obtain a statement telling you whether you have a right to
                  receive benefits under the Plan and if so, what your benefits
                  would be if you leave the Company. If you do not have a right
                  to Plan benefits, the statement will tell you how many more
                  years you must work to earn a right to benefits. This
                  statement must be requested in writing; it is not required to
                  be given more than once every 12 months. The Plan must provide
                  the statement free of charge.

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

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

      Under ERISA, there are steps you may take to enforce the above rights. For
      instance, if you request materials from the Plan and do not receive them
      within 30 days, you may file suit in a Federal court. In such a case, the
      court may require the Administrative


                                       18
<PAGE>
      Committee to provide the materials and to pay you up to $110 a day until
      you receive the materials, unless the materials were not sent for reasons
      beyond the control of the Administrative Committee. If you have a claim
      for benefits which is denied or ignored, in whole or in part, you may file
      suit in a state or Federal court. In addition, if you disagree with the
      Plan's decision or lack thereof concerning the qualified status of a
      domestic relations order, you may file suit in Federal court.

      If it should happen that fiduciaries misuse the Plan's money, or if you
      are discriminated against for asserting your rights, you may seek
      assistance from the U.S. Department of Labor, or you may file suit in a
      Federal court. The court will decide who should pay court costs and legal
      fees. If you are successful, the court may order the person you have sued
      to pay the costs and fees. If you lose, the court may order you to pay
      these costs and fees if, for example, it finds that your claim is
      frivolous.

      If you have any questions about the Plan, you should contact the
      Administrative Committee. If you have any questions about this statement
      or about your rights under ERISA, you should contact the nearest office of
      the Pension and Welfare Benefits Administration, U.S. Department of Labor,
      listed in your telephone directory or the Division of Technical Assistance
      and Inquiries, Pension and Welfare Benefits Administration, U.S.
      Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.
      You may also obtain certain publications about your rights and
      responsibilities under ERISA by calling the publications hotline of the
      Pension and Welfare Benefits Administration.

E.    NON-ASSIGNMENT OF BENEFITS

      You may not assign the benefits provided for you by the Plan, nor are
      these benefits subject to the claims of any creditor, unless otherwise
      provided by law. One exception to this rule is the "Qualified Domestic
      Relations Order". A Qualified Domestic Relations Order is defined as a
      judgment, decree or court order, approving property settlement agreements,
      and/or relating to child support, alimony or marital property rights of a
      spouse, child or other dependent of a participant. To be binding, a
      Qualified Domestic Relations Order must specify certain required legal
      information and cannot alter the amount or form of benefits payable under
      the Plan. You may obtain a copy of the procedures that the Plan's
      administrator uses to determine if an order is a Qualified Domestic
      Relations Order without charge.

F.    RIGHTS TO EMPLOYMENT

      The existence of the Plan does not affect the employment rights of any
      employee or the rights of the Company to discharge an employee.


                                       19
<PAGE>
G.    FUTURE OF THE PLAN

      While the Company hopes and expects to continue the Plan indefinitely, it
      reserves the right to terminate, discontinue making contributions to,
      amend or modify the Plan at any time, acting through written resolution of
      the controlling entity of the Company. Upon termination of the Plan, you
      will become 100% vested in your total Account Balance. The Company will
      arrange for distributions upon Plan termination as soon as
      administratively feasible.

H.    VETERANS RIGHTS

      If you are a returning veteran, special rules apply to your Elective
      Deferrals and any form of Matching Contributions made to the Plan. In
      general, re-employed veterans are permitted to make additional Elective
      Deferrals with respect to their period of military service during a period
      which begins on their date of reemployment and has the same length as the
      lesser of (a) the period of their absence due to uniformed service,
      multiplied by 3 or (b) 5 years. If you are a returning veteran and believe
      you may be entitled to contribute under these special provisions, please
      contact the Company.


                                       20
<PAGE>
I.    MISCELLANEOUS ITEMS

<TABLE>
<S>                                                         <C>
            Plan Name:                                      HAIGHTS CROSS COMMUNICATIONS
                                                            401K SAVINGS PLAN

            Plan Sponsor:                                   HAIGHTS CROSS COMMUNICATIONS
                                                            10 NEW KING ST
                                                            SUITE 110
                                                            WHITE PLAINS, NY 10604
                                                            (914) 289-9460

            Original Effective Date:                        01/01/1998

            ADP Restatement Date:                           05/01/2003

            Employer I.D. Number:                           13-4087416

            Plan Number:                                    001

            Type of Plan:                                   401(k)/profit sharing plan

            Plan Year:                                      Calendar Year

            Year on which Plan's Records are Kept           Calendar Year

            Administrative                                  Consult your Human Resources Department
            Committee or committee designated by            or Office Manager:
            HAIGHTS CROSS                                   HAIGHTS CROSS COMMUNICATIONS
            COMMUNICATIONS to administer the                10 NEW KING ST
            Plan.                                           SUITE 110
                                                            WHITE PLAINS, NY 10604
                                                            (914) 289-9460

            Trustee:                                        State Street Bank
                                                            200 Newport Avenue
                                                            North Quincy, MA 02171
                                                            (617) 786-3000


            Service of Process:                             Either the Trustee at the Trustee's address
                                                            listed above or the Plan administrator at the
                                                            HAIGHTS CROSS COMMUNICATIONS'S
                                                            address listed above
</TABLE>


                                       21
<PAGE>
      If your Plan is maintained pursuant to a Collective Bargaining Agreement,
      you may obtain a copy of the Collective Bargaining Agreement upon written
      request to the Plan's administrator, and is available for examination.


                                       22
<PAGE>
================================================================================



                                   HIGHLIGHTS



================================================================================
<PAGE>
                    HIGHLIGHTS OF MAJOR CHANGES MADE TO THE
                           ADP 401(k) PROTOTYPE PLAN

--------------------------------------------------------------------------------
THE RESTATEMENT OF YOUR PLAN REFLECTS THE TERMS OF YOUR PLAN THAT ARE CURRENTLY
IN EFFECT. A NUMBER OF CHANGES HAVE BEEN MADE TO THE ADP PROTOTYPE PLAN, TO
REFLECT BOTH CHANGES IN THE LAWS THAT GOVERN RETIREMENT PLANS AND VARIOUS
OPERATIONAL ENHANCEMENTS THAT HAVE BEEN MADE TO THE ADP PROTOTYPE PROGRAM.

In addition to the changes detailed below, other nonsubstantive modifications
have been made throughout both the Adoption Agreement and basic Plan document
to make the documents easier to understand.
--------------------------------------------------------------------------------

SIGNIFICANT OPERATIONAL ENHANCEMENTS REFLECTED IN REVISED ADOPTION AGREEMENTS

Note: If you would like to amend your Plan in light of any of the operational
enhancements listed below, you should contact our ADP Retirement Services
Client Service Department. Please note (as indicated below) that there may be
timing restrictions as to when your Plan can be amended to implement many of
these operational enhancements. As a reminder, requests to amend your Plan
cannot be processed until ADP Retirement Services has received a signed, dated
copy of the enclosed Adoption Agreement reflecting the current terms of your
Plan.

ELIGIBILITY. (Section II.A.2.g. of nonstandardized adoption agreement, Section
II.A.2.b. of standardized adoption agreement)*

This exclusion was added to provide employers with the ability to prohibit
employees of an acquired company from participating in the Plan during a
specified period of time following the acquisition without having to take these
employees into account for purposes of the Plan's coverage testing. This
"transition period" may last until the last day of the first plan year
following the date of the acquisition.

Employers can amend their plan to add this provision as of the first day of any
month. IF AN ACQUISITION OCCURS DURING A PLAN YEAR, THE AMENDMENT WOULD HAVE TO
BE ADOPTED ON OR BEFORE THE DATE OF THE ACQUISITION IN ORDER TO APPLY TO THAT
ACQUISITION.*

COMPENSATION. (Section III.b. of nonstandardized adoption agreement, Section
III of standardized adoption agreement)

An option has been added to enable employers to limit compensation that will be
taken into account for purposes of calculating a participant's allocation of an
employer non-elective contribution (NEC) to compensation from the period the
participant first becomes eligible to participate in the Plan, rather than
compensation for the entire plan year.

Due to ADP system constraints, this option is not available at this time.
Employers will be advised when this feature becomes available.

NONELECTIVE CONTRIBUTIONS.
(#1 Section IV.C of nonstandardized adoption agreement and Section V.C of
standardized adoption agreement, #2 Section V.F of standardized adoption
agreement) The revised Adoption Agreements permit employers to elect the
following:
1)   Employers may elect whether or not a discretionary NEC is permitted to be
     made under the plan.

2)   Employers may elect from among additional nonintegrated NEC allocation
     formulas other than the existing "comp-to-comp" method as follows:
          -    A single specified dollar amount for all eligible participants
               (for example, $500 per year); or
          -    A single specified dollar amount per unit of service worked (for
               example, $.25 per hour of service worked).

Item #1 can be amended effective as of the first day of any month. Item #2 can
be amended effective as of any January 1.*

VESTING COMPUTATION PERIOD/METHOD OF CREDITING VESTING SERVICE.
(Section V.C. of nonstandardized adoption agreement, Section VI.C. of
standardized adoption agreement)

This section enables employers to elect the method of crediting vesting
service, as well as the 12-month vesting computation period used to calculate a
year of vesting service under the Plan.

Under the ADP Prototype Program, employers may not amend their plan to change
their current method of crediting vesting service.


HighlightsDA                                                         Page 1 of 4
<PAGE>
ADP/ACP SAFE HARBOR CONTRIBUTIONS. (Limited to standardized adoption agreement).

A number of revisions have been made throughout the standardized adoption
agreement to incorporate actual deferral percentage ("ADP") test and average
contribution percentage ("ACP") test safe harbor provisions. If safe harbor
contributions are elected, a plan automatically satisfies ADP/ACP testing and,
in some cases, top-heavy requirements as well. Contributions made to satisfy the
ADP test safe harbor are subject to 100% vesting and additional distributions
restrictions. If elected, there are mandatory annual participant notification
requirements involved. Please contact the ADP Retirement Services Client
Services Department for additional details regarding the ADP/ACP safe harbor
provisions.

Generally, employers may only amend their plan to provide for use of the ADP/ACP
safe harbor provisions effective as of January 1.*

--------------------------------------------------------------------------------

* If you would like to amend your Plan in light of any operational enhancements,
you must notify the ADP Retirement Services Client Service Department of any
change you are electing in writing, using your Company letterhead, at least 30
days prior to the effective date of the change.

--------------------------------------------------------------------------------

      SIGNIFICANT OPERATIONAL ENHANCEMENTS MADE TO THE BASIC PLAN DOCUMENT

IN-SERVICE WITHDRAWAL OF ROLLOVER CONTRIBUTIONS.

Effective 1-1-02, all participants are permitted to take a withdrawal of all or
any portion of their rollover contribution account regardless of age. As a
reminder, in order to obtain a hardship distribution, all available in-service
distributions must be taken first to obtain the amount needed to meet the
financial hardship.

This enhancement is available to all participants under the terms of the basic
Plan document and cannot be amended by your Company.

SIGNIFICANT CHANGES REFLECTING CHANGES IN THE LAWS GOVERNING RETIREMENT PLANS

The following is a summary of the major changes made to the ADP Prototype Plan
document (the "Plan") as a result of changes in the law governing retirement
plans, including:

      -   The group of tax laws enacted between 1994 through 2000 (generally
          referred to as the "GUST" changes);

      -   The Economic Growth and Tax Relief Reconciliation Act of 2001
          ("EGTRRA"); and

     -    Internal Revenue Service ("IRS") guidance and court cases

GUST CHANGES

The following summarizes the major changes made to the Plan to reflect the
"GUST" changes. The effective dates below show when the changes first applied
under ADP's Prototype Plan Program. Except where noted, GUST changes were first
effective in the ADP Prototype Plan Program as of January 1, 1997. If your Plan
converted to the ADP Prototype Plan Program from another recordkeeper on or
January 1, 1997, how most of these changes applied to your plan prior to your
conversion date are reflected in the enclosed Addendum to your Adoption
Agreement.

DEFINITION OF HIGHLY COMPENSATED EMPLOYEE. As revised, the definition of "highly
compensated employee" (HCE) includes (1) employees who earned at least $80,000
in the previous year, adjusted for inflation ($85,000 for 2002) and who were
among the top 20% of employees in compensation, and (2) anyone who was at least
a 5% owner of your company in the prior or current year.

ADP/ACP TESTING. Actual deferral percentage ("ADP") and actual contribution
percentage ("ACP") testing can be performed by comparing the deferral
percentages, contribution percentages and compensation of HCE participants for
the plan year being tested against those amounts for non-HCE participants for
the current or prior plan year. The ADP Prototype Plan Program tests using the
"current year" method.

FAMILY AGGREGATION. Under prior law, the contributions and compensation of
certain family members of HCEs had to be added together with those of the HCE.
The Plan reflects the elimination of this rule.

SAFE HARBOR 401(K) PLAN. The Plan reflects new ADP and ACP "safe harbor"
provisions that were first available in 1999. If the safe harbor requirements
are met, a plan automatically passes the ADP and ACP tests.

ADP AND ACP TEST REFUNDS. Failure of the ADP or ACP test in the ADP Prototype
Program may be corrected by refunds and/or forfeitures of HCE contributions. The
Plan reflects new rules governing the order in which HCEs receive refunds
(starting with the HCE with the highest amount of contributions) and how refunds
are calculated.


HighlightsDA                                                       Page 2 of 4


<PAGE>
SECTION 415 COMPENSATION. Section 415 of the Internal Revenue Code limits
contributions to participants' accounts each year to the lesser of a set dollar
amount or a percentage of "compensation" as defined for this purpose. The Plan
reflects a January 1, 1998 change to the legal definition of compensation for
this purpose that includes 401(k) elective deferrals, cafeteria plan
contributions and certain other amounts otherwise excluded from income.
Effective January 1, 2001, this definition also includes qualified
transportation fringe benefits.

COMBINED SECTION 415 LIMITATION. Under prior law, the combined amount of
contributions and benefits a participant could receive if his employer sponsored
both a defined contribution and a defined benefit plan was limited. The Plan
reflects the elimination of this combined limit as of January 1, 2000.

CASH-OUT OF SMALL ACCOUNTS. As of January 1, 1998, the Plan may involuntarily
"cash-out," or force to take a distribution, a terminated participant whose
account balance is $5,000 or less. The prior cash-out limit was $3,500.

MINIMUM REQUIRED DISTRIBUTIONS. As of January 1, 1997, a participant can defer
receiving minimum required distributions until April 1 following the calendar
year in which the participant reaches age 70-1/2 or retires, whichever is later.
(Five percent owners still must begin receiving payments by April 1 following
the year in which they reach age 70-1/2.) As of January 1, 2001, the Plan also
reflects new IRS rules changing how minimum required distributions are
calculated.

VETERANS' RIGHTS. The Plan reflects changes in the law effective December 12,
1994, which provide that an employee who interrupts employment to serve in the
military is entitled to service credit for the period of military leave and must
be allowed to make up missed contributions upon return to employment.

LEASED EMPLOYEES. The Plan's definition of "leased employee" reflects the new
statutory definition, i.e., an individual (not an employee) who performs
services full-time under the primary direction or control of the recipient of
the services.

HARDSHIP WITHDRAWALS. The Plan provides that hardship withdrawals of 401(k)
elective deferrals could not be rolled over as of January 1, 1999. (The law was
recently amended to prohibit all hardship withdrawals from being rolled over.
This is reflected in a separate amendment to the Plan. See the discussion of
"EGTRRA Changes" below.)


EGTRRA CHANGES

The following summarizes changes made to the Plan as a result of EGTRRA. The
EGTRRA provisions are in a separate Addendum to the Plan. These changes were
first effective in the ADP Prototype Plan Program as of January 1, 2002 and were
discussed in detail in the Fall 2001 Quarterly Update and a Special Update sent
to clients. If you would like an additional copy of these Updates, contact our
ADP Retirement Services Client Service Department.

INCREASE IN COMPENSATION LIMIT. The limit on the annual compensation of each
employee taken into account in determining allocations for a Plan Year has been
increased to $200,000 (adjusted in later years for inflation).

TOP HEAVY RULES. Top heavy rules, including the definition of key employee, how
top-heavy testing is done, and what types of contributions may be used to meet
minimum contribution requirements have been changed.

VESTING. The vesting schedule applicable to matching contributions (including
those in participant accounts before January 1, 2002) must be at least as fast
as the "three-year cliff" or "six-year graded" vesting schedule. Vesting
schedules were accelerated as of January 1, 2002, for clients whose vesting
schedules did not meet the new minimum requirements. There is a delayed
effective date for certain collectively bargained plans that notified ADP by
December 31, 2001 of their intent to delay implementation.

CALCULATING CASH OUTS. A terminated participant's rollover account is no longer
to be counted in determining if his or her vested account balance may be
distributed in a lump sum without consent.

HARDSHIP WITHDRAWALS. The suspension of elective deferrals following a hardship
withdrawal is reduced to six months for all hardship withdrawals under the Plan,
including those taken in 2001. No hardship withdrawal is eligible for rollover.
The elective deferrals a participant may contribute in the taxable year after
the taxable year of a hardship withdrawal is no longer limited.

CATCH-UP CONTRIBUTIONS. Participants who will attain age 50 before the end of a
plan year and are eligible to make elective deferrals may also make catch-up
contributions to the Plan. There is a delayed effective date for collectively
bargained plans that notified ADP by December 31, 2001 of their intent to delay
implementation.

LOANS FOR OWNER-EMPLOYEES OR SHAREHOLDER EMPLOYEES. Provisions barring loans to
Owner-Employees and Shareholder-Employees are no longer in effect.

LIMITS ON CONTRIBUTIONS. The maximum annual addition that can be allocated to a
participant's account under the Plan has been increased to the lesser of a)
$40,000 (adjusted for inflation) or (b) 100% of compensation.
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DIRECT ROLLOVERS FROM THE PLAN.  The plans to which a participant may rollover
a Plan distribution now also include 403(b) plans and governmental 457 plans.
After-tax contributions may be rolled over to individual retirement accounts or
annuities and qualified defined contribution plans that separately account for
them.

ROLLOVERS FROM OTHER PLANS.  The plans from which the Plan will accept
rollovers now include qualified plans, 403(b) plans, governmental 457 plans,
and individual retirement accounts or annuities. The Plan will not accept
rollovers of after-tax contributions.

REPEAL OF MULTIPLE USE TEST.  The multiple use test used in ADP and ACP testing
has been eliminated.

ELECTIVE DEFERRALS.  The elective deferral limit has been increased to $11,000
for 2002 and will increase by $1,000 each year through 2005. For 2006 and
beyond, the limit will be adjusted for inflation.

SAME DESK RULE REPEALED.  The "same desk" rule that barred distributions to
certain participants following certain corporate transactions has been repealed.

ADDITIONAL LEGAL CHANGES

ELIMINATION OF PROTECTED BENEFIT FORMS.  In accordance with new IRS rules, any
plan in the ADP Prototype Program that currently protects optional forms of
distribution other than those set forth in the ADP Prototype Plan will be
amended to eliminate the protected forms of distribution that may be eliminated.
The amendment is adopted when you reexecute your Plan. ADP Retirement Services
intends to implement the amendment once the reexecution process is completed for
all clients. At that time, ADP Retirement Services will provide you with the
notices required for this change to become effective.

RECLASSIFICATION OF EMPLOYEES.  In light of a recent court case, effective
January 1, 2000, a person who is not reflected on the employer's payroll
records as an employee (e.g., an independent contractor) may not participate in
the Plan, even if a court or regulatory agency later reclassifies him or her as
an employee.



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