EXHIBIT 10.28

                                    FORM OF
                             ADOPTION AGREEMENT #005
             NONSTANDARDIZED CODE SECTION.401(K) PROFIT SHARING PLAN

       The  undersigned,   ResortQuest  International,   Inc.  ("Employer"),  by
executing this Adoption Agreement,  elects to become a participating Employer in
the Milliman & Robertson,  Inc. Defined Contribution  Prototype Plan (basic plan
document # 01) by  adopting  the  accompanying  Plan and Trust in full as if the
Employer were a signatory to that  Agreement.  The Employer  makes the following
elections granted under the provisions of the Prototype Plan.

                                    ARTICLE I
                                   DEFINITIONS

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

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

[   ]  (b) A nondiscretionary  Trustee. See Section 10.03[B] of the Plan. [Note:
       The  Employer  may not  elect  Option  (b) if a  Custodian  executes  the
       Adoption Agreement.]

       1.03 PLAN. The name of the Plan as adopted by the Employer is ResortQuest
       Savings & Retirement Plan.

       1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (g))

[   ]  (a)  No exclusions.

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

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

[   ]  (d)  Commission Salesmen.

[   ]  (e)  Any Employee compensated on a salaried basis.

[   ]  (f)  Any Employee compensated on an hourly basis.

[   ]  (g) (Specify)____________________________________________________________
       ______________________________________________.


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LEASED EMPLOYEES.  Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))

[ X ]  (h) Not eligible to participate in the Plan.

[   ]  (i) Eligible to participate in the Plan,  unless excluded by reason of an
       exclusion  classification  elected under this Adoption  Agreement Section
       1.07.

RELATED EMPLOYERS.  If any member of the Employer's related group (as defined in
Section 1.30 of the Plan)  executes a  Participation  Agreement to this Adoption
Agreement,  such member's  Employees are eligible to  participate  in this Plan,
unless  excluded by reason of an  exclusion  classification  elected  under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[ X ]  (j) No other related group member's Employees are eligible to participate
       in the Plan.

[   ]  (k) The following  nonparticipating  related group member's Employees are
       eligible  to  participate  in the Plan  unless  excluded  by reason of an
       exclusion  classification  elected under this Adoption  Agreement Section
       1.07:____________________________________________________________________
       _________________________________.


       1.12 COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (Choose (a) or (b))

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

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

MODIFICATIONS  TO  COMPENSATION  DEFINITION.  (Choose (c) or at least one of (d)
through (j))

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

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

[ X ]  (f) The Plan excludes bonuses.

[   ]  (g) The Plan excludes overtime.

[   ]  (h) The Plan excludes Commissions.

[   ]  (i) Compensation  will not include  Compensation  from a related employer
       (as  defined  in  Section  1.30 of the  Plan)  that  has not  executed  a
       Participation  Agreement  in  this  Plan  unless,  pursuant  to  Adoption
       Agreement  Section  1.07,  the  Employees  of that  related  employer are
       eligible to participate in this Plan.

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[   ]  (j) (Specify)____________________________________________________________
       ______________________________________________________.

If, for any Plan Year, the Plan uses permitted  disparity in the contribution or
allocation  formula elected under Article III, any election of Options (f), (g),
(h) or (j) is  ineffective  for such  Plan Year with  respect  to any  Nonhighly
Compensated Employee.

SPECIAL  DEFINITION FOR MATCHING  CONTRIBUTIONS.  "Compensation" for purposes of
any matching  contribution  formula under Article III means:  (Choose (k) or (l)
only if applicable)

[ X ]  (k) Compensation as defined in this Adoption Agreement Section 1.12.

[   ]  (l) (Specify)____________________________________________________________
       ______________________________________________________.

SPECIAL  DEFINITION FOR SALARY  REDUCTION  CONTRIBUTIONS.  An Employee's  salary
reduction  agreement  applies  to  his  Compensation  determined  prior  to  the
reduction  authorized  by that salary  reduction  agreement,  with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

[ X ]  (m) No exceptions.

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

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

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

[   ]  (o) (Specify)____________________________________________________________
       _______________________________________________.

       1.17  PLAN YEAR/LIMITATION YEAR.

PLAN YEAR. Plan Year means: (Choose (a) or (b))

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

[   ]  (b) (Specify)____________________________________________________________
       _______________________________________________.

LIMITATION YEAR. The Limitation Year is: (Choose (c) or (d))

[ X ]  (c) The Plan Year.

[   ]  (d)  The 12 consecutive month period ending every_________________.
       

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       1.18     EFFECTIVE DATE.

NEW PLAN. The "Effective Date" of the Plan is April 1, 1999


RESTATED PLAN. The restated Effective Date is______________________.

This Plan is a  substitution  and  amendment of an existing  retirement  plan(s)
originally established__________________________________________________________
_______.  [Note: See the Effective Date Addendum.]

       1.27 HOUR OF  SERVICE.  The  crediting  method for Hours of  Service  is:
(Choose (a) or (b))

[ X ]  (a) The actual method.

[   ]  (b) The  ___________________________________________  equivalency method,
       except:

          [   ]    (1)   No exceptions.

          [   ]    (2)   The actual method  applies for purposes of:  (Choose at
                         least one)

                   [ ]   (i)     Participation under Article II.

                   [ ]   (ii)    Vesting under Article V.

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

[Note:  On the blank  line,  insert  "daily,"  "weekly,"  "semi-monthly  payroll
periods" or "monthly."]

       1.29 SERVICE FOR  PREDECESSOR  EMPLOYER.  In addition to the  predecessor
service  the Plan must  credit by reason of Section  1.29 of the Plan,  the Plan
credits Service with the following predecessor  employer(s):  N/A . Service with
the designated predecessor  employer(s) applies:  (Choose at least one of (a) or
(b); (c) is available only in addition to (a) or (b))

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

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

[   ]    (c)      Except the following Services:____________________.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption  Agreement,  in the  same  format  as this  Section  1.29,  designating
additional   predecessor   employers  and  the  applicable   service   crediting
elections.]

N/A    1.31 LEASED EMPLOYEES.  If a Leased Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization:  (Choose
(a) or (b))

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

[ ]    (b) The Advisory Committee will reduce a Leased Employee's  allocation of
       Employer  nonelective  contributions  (other  than  designated  qualified
       nonelective  contributions)  under  this  Plan by the  Leased  Employee's
       allocation under the leasing  organization's plan, but only to the extent
       that allocation is attributable to the Leased Employee's service provided
       to the Employer. The leasing organization's plan:

            [ ]  (1) Must be a money  purchase  plan  which  would  satisfy  the
                 definition   under   Section   1.31  of  a  safe  harbor  plan,
                 irrespective of whether the safe harbor exception applies.

            [ ]  (2) Must satisfy the features  and, if a defined  benefit plan,
                 the  method  of  reduction  described  in an  addendum  to this
                 Adoption Agreement, numbered 1.31.

                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

       2.01 ELIGIBILITY.

ELIGIBILITY  CONDITIONS.  To become a Participant  in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

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

[ X ]  (b)   Service requirement. (Choose one of (1) through (3))

             [ X ]    (1) One Year of Service.

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

             [   ]    (3) One Hour of Service.

[   ]  (c)   Special   requirements  for  non-401(k)   portion  of  plan.  (Make
       elections under (1) and under (2))

             (1) The requirements of this Option (c) apply to participation  in:
             (Choose at least one of (i) through (iii))

                       [ ] (i)   The   allocation   of   Employer    nonelective
                           contributions and Participant forfeitures.

                       [ ] (ii)   The    allocation    of   Employer    matching
                           contributions  (including  forfeitures  allocated  as
                           matching contributions).

                       [ ] (iii)   The   allocation   of   Employer    qualified
                           nonelective contributions.

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             (2) For  participation  in the  allocations  described  in (1), the
             eligibility  conditions  are:  (Choose at least one of (i)  through
             (iv))

                       [ ] (i) ______ (one or two)  Year(s) of Service,  without
                           an  intervening  Break in Service  (as  described  in
                           Section  2.03(A) of the Plan) if the  requirement  is
                           two Years of Service.

                       [ ] (ii) ______  months (not  exceeding 24) following the
                           Employee's Employment Commencement Date.

                       [ ] (iii) One Hour of Service.

                       [ ] (iv)  Attainment  of age  ______  (Specify  age,  not
                           exceeding 21).

PLAN ENTRY DATE.  "Plan Entry Date" means the Effective  Date and:  (Choose (d),
(e) or (f))

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

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

[   ]    (f)      (Specify entry dates)_________________________________________
         ____________________________________________________.

TIME  OF  PARTICIPATION.   An  Employee  will  become  a  Participant  (and,  if
applicable,  will  participate in the  allocations  described in Option (c)(1)),
unless  excluded under Adoption  Agreement  Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))

[ X ]    (g)      immediately following

[   ]    (h)      immediately preceding

[   ]    (i)      nearest

the date the Employee completes the eligibility  conditions described in Options
(a) and (b) (or in  Option  (c)(2) if  applicable)  of this  Adoption  Agreement
Section 2.01.  [Note:  The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date"  selection in (d), (e) or (f).  Unless  otherwise
excluded  under  Section 1.07,  the Employee  must become a  Participant  by the
earlier  of:  (1) the first day of the Plan  Year  beginning  after the date the
Employee completes the age and service requirements of Code  Section 410(a);  or
(2) 6 months after the date the Employee completes those requirements.]

DUAL  ELIGIBILITY.  The  eligibility  conditions  of this Section 2.01 apply to:
(Choose (j) or (k))

[   ]    (j)  All Employees of the Employer, except: (Choose (1) or (2))

              [   ]    (1)  No exceptions.

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

[ X ]    (k)  Solely to an Employee  employed by the Employer  after  January 1,
         1999 . If the  Employee  was  employed by the Employer on or before the
         specified  date, the Employee will become a  Participant:  (Choose (1),
         (2) or (3))

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

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

              [ X ]    (3)      (Specify):

                       o   If employed by an Employer  that  maintained,  at any
                           time during the twelve  month  period  preceding  the
                           effective  date of this plan,  a 401(k)  plan and the
                           Employee has met the eligibility requirements of that
                           plan, the Employee will become a Participant on April
                           1, 1999.

                       o   If employed by an Employer  that  maintained,  at any
                           time during the twelve  month  period  preceding  the
                           effective  date of this plan,  a 401(k)  plan and the
                           Employee has not met the eligibility  requirements of
                           that plan,  the Employee will be become a Participant
                           in  accordance  with Sections  2.01(a),  (b), and (f)
                           above.

                       o   If employed by an Employer that did not maintain,  at
                           any time during the twelve month period preceding the
                           effective  date of this  plan,  a  401(k)  plan,  the
                           Employee will become a Participant on April 1, 1999.

       2.02 YEAR OF SERVICE - PARTICIPATION.

HOURS OF SERVICE. An Employee must complete: (Choose (a) or (b))

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

[   ]  (b)   _______________ Hours of Service

during  an  eligibility  computation  period  to  receive  credit  for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]



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ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period
described  in  Section  2.02 of the  Plan,  the Plan  measures  the  eligibility
computation period as: (Choose (c) or (d))

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

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

       2.03   BREAK IN  SERVICE  -  PARTICIPATION.  The  Break in  Service  rule
described in Section 2.03(B) of the Plan: (Choose (a) or (b))

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

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

       2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

[ X ]  (a)    Does not permit an eligible Employee or a Participant to elect not
       to participate.

[   ]  (b)    Does permit an eligible  Employee or a Participant to elect not to
       participate in accordance with Section 2.06 and with the following rules:
       (Complete (1), (2), (3) and (4))

              (1)    An election is effective  for a Plan Year if filed no later
              than_____________________________________________________________.

              (2)    An election not to  participate  must be  effective  for at
              least_________ Plan Year(s).

              (3)    Following a  re-election  to  participate,  the Employee or
              Participant:

              [ ]    (i)       May not again  elect not to  participate  for any
                     subsequent Plan Year.

              [ ]    (ii)      May  again  elect  not to  participate,  but  not
                     earlier than the _____________ Plan Year following the Plan
                     Year in which the re-election first was effective.

              (4)    (Specify)__________________________________________________
              __________________________________ [Insert "N/A" if no other rules
              apply].



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                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

       3.01  AMOUNT.

PART I.  [OPTIONS  (a)  THROUGH  (g)]  AMOUNT OF  EMPLOYER'S  CONTRIBUTION.  The
Employer's  annual  contribution  to the Trust  will  equal the total  amount of
deferral   contributions,   matching   contributions,    qualified   nonelective
contributions  and nonelective  contributions,  as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[ X ]  (a)    DEFERRAL CONTRIBUTIONS (CODE SECTION 401(K) ARRANGEMENT).  (Choose
              (1) or (2) or both)

              [X] (1) Salary reduction arrangement. The Employer must contribute
                  the  amount  by which  the  Participants  have  reduced  their
                  Compensation  for the Plan  Year,  pursuant  to  their  salary
                  reduction  agreements on file with the Advisory  Committee.  A
                  reference in the Plan to salary  reduction  contributions is a
                  reference to these amounts.

              [ ] (2) Cash or deferred arrangement. The Employer will contribute
                  on behalf of each Participant the portion of the Participant's
                  proportionate share of the cash or deferred contribution which
                  he has not elected to receive in cash.  See  Section  14.02 of
                  the Plan. The Employer's cash or deferred  contribution is the
                  amount the Employer may from time to time deem advisable which
                  the  Employer  designates  as a cash or deferred  contribution
                  prior to making that contribution to the Trust.

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

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

[   ]  (d)    NONELECTIVE CONTRIBUTIONS.  (Choose any combination of (1) through
       (4))

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

              [   ]  (2)       The amount (or  additional  amount) the  Employer
                     may from time to time deem advisable, separately determined
                     for each of the following  classifications of Participants:
                     (Choose (i) or (ii))

                     [   ]    (i)    Nonhighly  Compensated Employees and Highly
                              Compensated Employees.

                     [   ]    (ii)  (Specify classifications)___________________
                              _______________________________________.


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                     Under this Option (2), the Advisory Committee will allocate
                     the amount contributed for each Participant  classification
                     in accordance  with Part II of Adoption  Agreement  Section
                     3.04, as if the  Participants in that  classification  were
                     the only Participants in the Plan.

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

               [  ]  (4)   ___________  % of  Net  Profits  but  not  more  than
                     $_______________.
                                    

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

NET PROFITS. The Employer: (Choose (f) or (g))

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

[   ]  (g)    Must have current or accumulated  Net Profits  exceeding $________
       to make the following contributions: (Choose at least one)

              [   ]  (1)   Cash or deferred  contributions  described  in Option
                     (a)(2).

              [   ]  (2)   Matching  contributions   described  in  Option  (b),
                     except:________________________________________.

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

              [   ]  (4)   Nonelective contributions described in Option (d).

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

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

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<PAGE>



PART II. [OPTIONS (h) THROUGH (j)] MATCHING CONTRIBUTION FORMULA.  [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

[ X ]  (h)  AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the Employer's
       matching  contribution  is: (Choose any combination of (1), (2), (3), (4)
       and (5))

       [  ] (1) An  amount  equal  to  ______ % of each  Participant's  eligible
            contributions for the Plan Year.

       [  ] (2) An amount equal  to____________  % of each  Participant's  first
            tier of eligible contributions for the Plan Year, plus the following
            matching   percentage(s)  for  the  following  subsequent  tiers  of
            eligible contributions for the Plan Year:___________________________
            ____________________________________________________________________
            ___________________________________.

       [X]  (3)   Discretionary formula.

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

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

       [ ]  (4)  An  amount   equal  to  the   following   percentage   of  each
            Participant's eligible contributions for the Plan Year, based on the
            Participant's Years of Service:

            Number of Years of Service                       Matching Percentage
            --------------------------                       -------------------
               
               _________                                         ________
               _________                                         ________
               _________                                         ________
               _________                                         ________

            The Advisory  Committee will apply this formula by determining Years
            of Service as follows:______________________________________________
            _________________________.

       [ ]  (5)  A Participant's matching contributions may not: (Choose (i)  or
            (ii))

                [   ]    (i)  Exceed____________________________________________
                         _______________________________________________________
                         _________________________.

                [   ]    (ii) Be less than______________________________________
                         _______________________________________________________
                         ___________ .


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RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30)
contribute  to this Plan,  the related  employers may elect  different  matching
contribution  formulas by  attaching  to the  Adoption  Agreement  a  separately
completed copy of this Part II. Note:  Separate matching  contribution  formulas
create  separate  current  benefit  structures  that must  satisfy  the  minimum
participation test of Code Section 401(a)(26).]

[ X ]  (i)   DEFINITION OF ELIGIBLE CONTRIBUTIONS.   Subject to the requirements
       of Option  (j),  the term  "eligible  contributions"  means:  (Choose any
       combination of (1) through (3))

       [ X ] (1)  Salary reduction contributions.

       [   ] (2)  Cash or  deferred  contributions  (including  any  part of the
             Participant's   proportionate   share  of  the  cash  or   deferred
             contribution  which the Employer  defers without the  Participant's
             election).

       [   ] (3)  Participant mandatory contributions, as designated in Adoption
             Agreement Section 4.01. See Section 14.04 of the Plan.

[ X ]  (j)   AMOUNT OF  ELIGIBLE   CONTRIBUTIONS   TAKEN  INTO   ACCOUNT.   When
       determining a  Participant's  eligible  contributions  taken into account
       under the matching contributions  formula(s),  the following rules apply:
       (Choose any combination of (1) through (4))

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

       [ X ] (2)  The Advisory Committee will disregard  eligible  contributions
             exceeding   6% of the Participant's Compensation.

       [   ] (3)  The  Advisory  Committee  will  treat  as the  first  tier  of
             eligible contributions, an amount not exceeding:___________________
             _________________________________________________________.


             The subsequent tiers of eligible contributions are:________________
             ___________________________________________________________________
             ___________________________.

       [   ] (4)  (Specify)_____________________________________________________
             ___________________________________________________________________
             ________________________.

PART  III.  [OPTIONS  (k) AND  (l)].  SPECIAL  RULES  FOR  CODE  SECTION  401(K)
ARRANGEMENT. (Choose (k) or (l), or both, as applicable)

[ X ]  (k)    SALARY REDUCTION AGREEMENTS.  The following rules and restrictions
       apply to an  Employee's  salary  reduction  agreement:  (Make a selection
       under (1), (2), (3) and (4))

              (1)  Limitation  on  amount.   The  Employee's   salary  reduction
              contributions: (Choose (i) or at least one of (ii) or (iii))

                                       12
<PAGE>


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

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

                   [  ]  (iii) Based on percentages of  Compensation  must equal
                         at least______________________________________________.

             (2)   An Employee  may  revoke,  on  a prospective  basis, a salary
             reduction agreement: (Choose (i), (ii), (iii) or (iv))

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

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

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

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

              (3)  An Employee who revokes his salary  reduction  agreement  may
                   file a new salary reduction agreement with an effective date:
                   (Choose (i), (ii), (iii) or (iv))

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

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

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

                   [  ]  (iv)  (Specify, but must be at least once per Plan Year
                         following the Plan Year of revocation)_________________
                         ___________________________________________________.

             (4)  A Participant  may increase or may decrease,  on a prospective
                  basis,  his  salary  reduction  percentage  or dollar  amount:
                  (Choose (i), (ii), (iii) or (iv))

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

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

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

                  [  ]  (iv) (Specify, but must permit an increase or a decrease
                        at least once per Plan Year)____________________________
                        _______________________________________.


                                       13
<PAGE>


[  ]   (l)   CASH OR  DEFERRED  CONTRIBUTIONS.  For each Plan Year for which the
       Employer makes a designated cash or deferred contribution,  a Participant
       may elect to receive directly in cash not more than the following portion
       (or, if less,  the 402(g)  limitation  described in Section  14.07 of the
       Plan) of his proportionate  share of that cash or deferred  contribution:
       (Choose (1) or (2))

             [   ]    (1)      All or any portion.

             [   ]    (2)      _________________________________%.

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

PART I.  [OPTIONS  (a)  THROUGH  (d)].  SPECIAL  ACCOUNTING  ELECTIONS.  (Choose
whichever elections are applicable to the Employer's Plan)

[ X ] (a)     MATCHING   CONTRIBUTIONS  ACCOUNT.  The  Advisory  Committee  will
       allocate matching  contributions to a Participant's:  (Choose (1) or (2);
       (3) is available only in addition to (1))

              [ X ]   (1)    Regular Matching Contributions Account.

              [   ]   (2)    Qualified Matching Contributions Account.

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

[ X ]  (b)    SPECIAL  ALLOCATION  DATES  FOR  SALARY  REDUCTION  CONTRIBUTIONS.
       The Advisory Committee will allocate salary reduction contributions as of
       the Accounting Date and as of the following additional  allocation dates:
       when deposited.


[ X ]  (c)    SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS.  The Advisory
       Committee will allocate matching  contributions as of the Accounting Date
       and as of the following  additional  allocation  dates:  when  deposited.

[   ]  (d)    DESIGNATED  QUALIFIED  NONELECTIVE  CONTRIBUTIONS  - DEFINITION OF
       PARTICIPANT.   For  purposes  of  allocating  the  designated   qualified
       nonelective contribution, "Participant" means: (Choose (1), (2) or (3))

              [   ]    (1)  All Participants.

              [   ]    (2)  Participants who are Nonhighly Compensated Employees
                       for the Plan Year.

              [   ]    (3) (Specify)_________________________.


                                       14
<PAGE>


PART II.  METHOD  OF  ALLOCATION  -  NONELECTIVE  CONTRIBUTION.  Subject  to any
restoration  allocation required under Section 5.04, the Advisory Committee will
allocate  and credit  each  annual  nonelective  contribution  (and  Participant
forfeitures treated as nonelective  contributions) to the Employer Contributions
Account of each  Participant  who satisfies  the  conditions of Section 3.06, in
accordance  with the allocation  method selected under this Section 3.04. If the
Employer elects Option (e)(2),  Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants,  "Compensation" does not include any
exclusions  elected  under  Adoption  Agreement  Section  1.12  (other  than the
exclusion of elective contributions),  and the Advisory Committee must take into
account the  Participant's  Compensation  for the entire  Plan Year.  (Choose an
allocation  method under (e),  (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

[  ]   (e)   NONINTEGRATED ALLOCATION FORMULA. (Choose (1) or (2))

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

             [  ] (2)    The  Advisory   Committee   will  allocate  the  annual
                  nonelective   contributions   in  the  same  ratio  that  each
                  Participant's  Compensation  for the  Plan  Year  bears to the
                  total  Compensation of all Participants for the Plan Year. For
                  purposes of this Option (2),  "Participant" means, in addition
                  to a Participant  who satisfies  the  requirements  of Section
                  3.06 for the Plan Year,  any other  Participant  entitled to a
                  top heavy minimum  allocation under Section 3.04(B),  but such
                  Participant's   allocation   will   not   exceed   3%  of  his
                  Compensation for the Plan Year.

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

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

[  ]   (g)   THREE-TIERED  INTEGRATED  ALLOCATION FORMULA.  First, the  Advisory
       Committee will allocate the annual Employer nonelective  contributions in
       the same ratio  that each  Participant's  Compensation  for the Plan Year
       bears to the total  Compensation of all  Participants  for the Plan Year.
       The   allocation   under  this   paragraph,   as  a  percentage  of  each
       Participant's  Compensation  may not  exceed  the  applicable  percentage
       (5.7%,  5.4% or 4.3%) listed under the Maximum  Disparity Table following
       Option  (i).  Solely  for  purposes  of  the  allocation  in  this  first
       paragraph,   "Participant"  means,  in  addition  to  a  Participant  who
       satisfies the requirements of Section 3.06 for the Plan Year: (Choose (1)
       or (2))

                                       15
<PAGE>

                  [   ]    (1)   No other Participant.

                  [   ]    (2)   Any other  Participant  entitled to a top heavy
                           minimum  allocation under Section  3.04(B),  but such
                           Participant's  allocation  under this Option (g) will
                           not exceed 3% of his Compensation for the Plan Year.

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

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

[  ]     (h) FOUR-TIERED  INTEGRATED  ALLOCATION FORMULA.  First, the Advisory
         Committee will allocate the annual Employer  nonelective  contributions
         in the same ratio  that each  Participant's  Compensation  for the Plan
         Year bears to the total  Compensation of all  Participants for the Plan
         Year, but not exceeding 3% of each Participant's  Compensation.  Solely
         for purposes of this first tier allocation,  a "Participant"  means, in
         addition to any Participant  who satisfies the  requirements of Section
         3.06 for the Plan Year, any other  Participant  entitled to a top heavy
         minimum allocation under Section 3.04(B) of the Plan.

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

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

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

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

                [   ]    (1)   _________%  (not  exceeding  100%) of the taxable
                         wage  base,  as  determined  under  Section  230 of the
                         Social  Security Act, in effect on the first day of the
                         Plan Year:  (Choose any  combination of (i) and (ii) or
                         choose (iii)) 

                                       16
<PAGE>

               [  ]      (i)    Rounded to______________________________________
                                ______(but not exceeding the taxable wage base).

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

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

      [   ]    (2)      $___________________________________[Note: Not exceeding
      the  taxable wage base for the Plan Year in which this Adoption  Agreement
      first is effective.]

MAXIMUM  DISPARITY  TABLE.  For  purposes  of  Options  (f),  (g) and  (h),  the
applicable percentage is:

<TABLE>
<CAPTION>
Integration Level (as              Applicable Percentages for     Applicable Percentages
percentage of taxable wage base)   Option (f) or Option (g)            for Option (h)    
--------------------------------   ------------------------            --------------    

<S>                                         <C>                            <C> 
100%                                        5.7%                           2.7%

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

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

20% (or $10,000, if greater) or less        5.7%                           2.7%
</TABLE>

[  ]  (j)    ALLOCATION   OFFSET.   The   Advisory   Committee   will  reduce  a
       Participant's  allocation  otherwise  made under Part II of this  Section
       3.04  by the  Participant's  allocation  under  the  following  qualified
       plan(s) maintained by the Employer:______________________________________
       _________________________________________________________________________
       _____________________________________.

       The Advisory Committee will determine this allocation reduction:  (Choose
       (1) or (2))

       [  ]   (1) By treating the term  "nonelective  contribution" as including
              all amounts paid or accrued by the  Employer  during the Plan Year
              to the qualified  plan(s)  referenced  under this Option (j). If a
              Participant  under this Plan also participates in that other plan,
              the  Advisory   Committee  will  treat  the  amount  the  Employer
              contributes  for or during a Plan  Year on behalf of a  particular
              Participant  under such other  plan as an amount  allocated  under
              this Plan to that  Participant's  Account for that Plan Year.  The
              Advisory   Committee  will  make  the  computation  of  allocation
              required under the  immediately  preceding  sentence before making
              any  allocation of  nonelective  contributions  under this Section
              3.04.

       [  ]   (2) In accordance with the formula provided in an addendum to this
              Adoption Agreement, numbered 3.04(j).


                                       17
<PAGE>


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

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

[  ]   (l) The Employer will satisfy the top heavy minimum  allocation under the
       following plan(s) it maintains:_________________________________________.
       However, the Employer will make any necessary additional  contribution to
       satisfy the top heavy  minimum  allocation  for an Employee  covered only
       under this Plan and not under the other plan(s) designated in this Option
       (l). See Section 3.04(B)(7)(b) of the Plan.

If the Employer  maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code Section 416.

RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30)
contribute  to this Plan,  the  Advisory  Committee  must  allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each  Participant  in the Plan,  in  accordance  with the  elections  in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

[ ]    (m) Without regard to which contributing related group member employs the
       Participant.

[ ]    (n)  Only  to the  Participants  directly  employed  by the  contributing
       Employer.  If a  Participant  receives  Compensation  from  more than one
       contributing   Employer,   the  Advisory  Committee  will  determine  the
       allocations under this Adoption Agreement Section 3.04 by prorating among
       the  participating  Employers  the  Participant's  Compensation  and,  if
       applicable, the Participant's Integration Level under Option (i).

   3.05 FORFEITURE  ALLOCATION.  Subject to any restoration  allocation required
under Sections 5.04 or 9.14, the Advisory  Committee will allocate a Participant
forfeiture in accordance with Section 3.04:  (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

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

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

       [ X ]  (1)  in which the forfeiture occurs.

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

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

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


                                       18
<PAGE>

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

               [   ] (i)    in which the forfeiture occurs,

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

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

[   ]   (d) First to reduce the Plan's  ordinary and necessary  administrative
        expenses  for the  Plan  Year  and  then  will  allocate  any  remaining
        forfeitures  in the  manner  described  in  Options  (a),  (b)  or  (c),
        whichever  applies.  If the Employer  elects Option (c), the forfeitures
        used to reduce Plan expenses: (Choose (1) or (2))

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

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

ALLOCATION OF FORFEITED EXCESS AGGREGATE  CONTRIBUTIONS.  The Advisory Committee
will  allocate any forfeited  excess  aggregate  contributions  (as described in
Section 14.09): (Choose (e), (f) or (g))

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

        [ X ]  (1)  in which the forfeiture occurs.

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

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

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

   3.06 ACCRUAL OF BENEFIT.

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

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

[ X ]   (b)    The Employee's  Compensation  for the portion of the Plan Year in
        which the Employee actually is a Participant in the Plan.

                                       19
<PAGE>


ACCRUAL  REQUIREMENTS.  Subject to the  suspension  of accrual  requirements  of
Section  3.06(E)  of the Plan,  to  receive an  allocation  of cash or  deferred
contributions,   matching   contributions,   designated  qualified   nonelective
contributions,  nonelective  contributions and Participant forfeitures,  if any,
for the Plan Year, a Participant  must satisfy the  conditions  described in the
following elections: (Choose (c) or at least one of (d) through (f))

[   ]   (c)    SAFE HARBOR RULE. If the  Participant is employed by the Employer
        on the last day of the Plan Year, the Participant must complete at least
        one Hour of  Service  for that  Plan  Year.  If the  Participant  is not
        employed  by  the  Employer  on the  last  day of  the  Plan  Year,  the
        Participant  must complete at least 501 Hours of Service during the Plan
        Year.

[ X ]   (d)     HOURS OF SERVICE  CONDITION.  The Participant  must complete the
        following  minimum  number of Hours of  Service  during  the Plan  Year:
        (Choose at least one of (1) through (5))

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

        [   ]  (2)  (Specify, but the number of Hours of Service may not exceed
               1,000)__________________________________________________________.

        [   ]  (3)   No  Hour  of  Service   requirement   if  the   Participant
               terminates  employment   during  the  Plan  Year on  account  of:
               (Choose (i), (ii) or (iii))

               [   ] (i)    Death.

               [   ] (ii)   Disability.

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

        [   ]  (4)  ______  Hours  of  Service  (not  exceeding  1,000)  if  the
               Participant  terminates  employment  with the Employer during the
               Plan Year, subject to any election in Option (3).

        [ X ]  (5)   No Hour of Service  requirement for  an  allocation  of the
               following contributions:  Matching Contributions.


[ X ]   (e)    EMPLOYMENT  CONDITION.  The Participant  must  be employed by the
        Employer  on the last day of the Plan Year,  irrespective  of whether he
        satisfies  any Hours of Service  condition  under  Option (d),  with the
        following exceptions: (Choose (1) or at least one of (2) through (5))

        [   ]  (1)  No exceptions.

        [   ]  (2)  Termination of employment because of death.

        [   ]  (3)  Termination of employment because of disability.

        [   ]  (4)  Termination of employment  following  attainment  of  Normal
               Retirement Age.

                                       20
<PAGE>


        [X]  (5)  No  employment  condition  for  the  following  contributions:
             Matching Contributions.

[   ]   (f)  (Specify other conditions, if applicable):_________________________
             _____________________________________________.

               .

SUSPENSION OF ACCRUAL  REQUIREMENTS.  The suspension of accrual  requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

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

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

[   ]   (i)  Applies in  modified form to the  Employer's  Plan, as described in
        an addendum to this Adoption Agreement, numbered Section 3.06(E).

SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING  CONTRIBUTIONS.  If the Plan allocates
matching  contributions  on two or more  allocation  dates for a Plan Year,  the
Advisory  Committee,  unless  otherwise  specified in Option (l), will apply any
Hours of  Service  condition  by  dividing  the  required  Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions  described in this Adoption Agreement
Section  3.06  will  receive  an  allocation  of  matching   contributions  (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s):(Choose (j) or at least one of (k) or (l))

[ X ]   (j)  No additional conditions.

[   ]   (k)  The Participant is not a Highly  Compensated  Employee for the Plan
        Year. This Option (k) applies to: (Choose (1) or (2))

        [   ]  (1)  All matching contributions.

        [   ]  (2)  Matching contributions described in Option(s) ___________ of
               Adoption Agreement Section 3.01.

[   ]   (l)    (Specify)________________________________________________________
        __________________________________________.

N/A     3.15   MORE  THAN ONE PLAN  LIMITATION.  If the  provisions  of  Section
3.15  apply,  the Excess Amount attributed to this Plan equals: (Choose (a), (b)
 or (c))

[   ]   (a)    The product of:

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

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

                                       21
<PAGE>


[   ]   (b)    The total Excess Amount.

[   ]   (c)    None of the Excess Amount.

   3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:(Choose
(a) or (b))

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

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

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

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

[Note: If the Employer  selects (a), the remaining  options in this Section 3.18
do not apply to the Employer's Plan.]

COORDINATION  WITH TOP HEAVY MINIMUM  ALLOCATION.  The Advisory  Committee  will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (c) or at least one of (d) or (e))

[   ]   (c)    No modifications.

[   ]   (d) For Non-Key Employees participating only in this Plan, the top heavy
        minimum  allocation  is the  minimum  allocation  described  in  Section
        3.04(B)  determined by  substituting  _________%  (not less than 4%) for
        "3%," except: (Choose (i) or (ii))

        [   ]  (i)  No exceptions.

        [   ]  (ii) Plan Years in which the top heavy ratio exceeds 90%.

[   ]   (e)    For Non-Key Employees also participating  in the defined  benefit
        plan, the top heavy minimum is: (Choose (1) or (2))

        [   ]  (1) 5% of  Compensation  (as determined  under Section 3.04(B) or
               the  Plan)  irrespective  of the  contribution  rate  of any  Key
               Employee, except: (Choose (i) or (ii))

               [   ] (i)  No exceptions.

               [   ] (ii)  Substituting "7 1/2%" for "5%" if the top heavy ratio
                     does not exceed 90%.

                                       22
<PAGE>


        [   ]  (2) 0%. [Note: The Employer may not select this Option (2) unless
               the defined  benefit plan satisfies the top heavy minimum benefit
               requirements of Code Section 416 for these Non-Key Employees.]

ACTUARIAL  ASSUMPTIONS  FOR TOP HEAVY  CALCULATION.  To determine  the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan:_____________
_____________________________________________________________________.

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

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

   4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS.  The  Plan: (Choose (a) or (b);
(c) is available only with (b))

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

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

[   ]   (c)    The  following   portion  of  the   Participant's   nondeductible
        contributions for the Plan Year are mandatory contributions under Option
        (i)(3) of Adoption Agreement Section 3.01: (Choose (1) or (2))

        [   ]  (1) The amount which is not less than:___________________________
               _______________________________. 

        [   ]  (2) The amount which is not greater than:________________________
               _______________________________.

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

[   ]   (d)    No other allocation dates.

[   ]   (e)    (Specify)________________________________________________________
        _____________________________________.

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


                                       23
<PAGE>


   4.05  PARTICIPANT  CONTRIBUTION  -  WITHDRAWAL/DISTRIBUTION.  Subject  to the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's  Mandatory  Contributions Account, if any, prior to his Separation
from Service: (Choose (a) or at least one of (b) through (d))

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

[   ]   (b)    The  same  distribution   options   applicable  to  the  Deferral
        Contributions  Account  prior  to  the  Participant's   Separation  from
        Service, as elected in Adoption Agreement Section 6.03.

[   ]   (c)    Until he retires,  the Participant  has a continuing  election to
        receive all or any portion of his  Mandatory  Contributions  Account if:
        (Choose (1) or at least one of (2) through (4))

        [   ]  (1)  No conditions.

        [   ]  (2)  The mandatory  contributions  have  accumulated for at least
               ______ Plan Years since the Plan Year for which contributed.

        [   ]  (3)  The Participant suspends making nondeductible  contributions
               for a period of ________________ months.

        [   ]  (4)  (Specify)___________________________________________________
               ______________________________________.

[   ]   (d)    (Specify)________________________________________________________
        _______________________________________.

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

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

[ X ]   (a)    59 1/2     [State age, but may not exceed age 65].
               ----------                                      

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

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

[   ]   (a)    Does not apply.

[ X ]   (b)    Applies to death.

[ X ]   (c)    Applies to disability.


                                       24
<PAGE>



   5.03 VESTING SCHEDULE.
        ----------------


DEFERRAL     CONTRIBUTIONS      ACCOUNT/QUALIFIED     MATCHING     CONTRIBUTIONS
ACCOUNT/QUALIFIED  NONELECTIVE  CONTRIBUTIONS   ACCOUNT/MANDATORY  CONTRIBUTIONS
ACCOUNT.  A Participant has a 100%  Nonforfeitable  interest at all times in his
Deferral  Contributions  Account, his Qualified Matching  Contributions Account,
his   Qualified   Nonelective   Contributions   Account  and  in  his  Mandatory
Contributions Account.

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

[   ]   (a)    Immediate vesting.  100% Nonforfeitable at all times.  [Note: The
        Employer  must elect  Option  (a) if the  eligibility  conditions  under
        Adoption  Agreement  Section  2.01(c) require 2 years of service or more
        than 12 months of employment.]

[ X ]   (b)    Graduated Vesting Schedules.

                                             NON TOP HEAVY SCHEDULE            
TOP HEAVY SCHEDULE                                           (OPTIONAL)        
                                                                               
                  (MANDATORY)                 Years of          Nonforfeitable
         Years of        Nonforfeitable       Service             Percentage  
         Service           Percentage          -------            ----------  
         -------           ----------        Less than 1                      
       Less than 1              0                                  -----      
                             ----                   1                         
             1                  0                                  -----      
                             ----                   2                         
             2                 50                                  -----      
                             ----                   3                         
             3                100                                  -----      
                             ----                   4                         
             4                100                                  -----      
                             ----                   5                         
             5                100                                  -----      
                             ----                   6                         
             6 or more        100%                                 -----      
                                                    7 or more      100%       
                                             
[   ]   (c) Special vesting election for Regular Matching Contributions Account.
        In lieu of the election  under  Options (a) or (b), the Employer  elects
        the following  vesting  schedule for a  Participant's  Regular  Matching
        Contributions Account: (Choose (1) or (2))

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

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

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

                                       25
<PAGE>

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

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

   [   ]  (2)  In the Plan Year for  which the Plan  first is top heavy and then
          in all subsequent Plan Years. [Note: The Employer may not elect Option
          (d) unless it has completed a Non Top Heavy Schedule.]

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

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

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

LIFE INSURANCE  INVESTMENTS.  The Participant's  Accrued Benefit attributable to
insurance  contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

[ X ]   (g)    Subject to the vesting election under Options (a), (b) or (c).

[   ]   (h)    100% Nonforfeitable  at all times,  irrespective  of the  vesting
        election under Options (b) or (c)(2).

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

[   ]   (a)    Does not apply.

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

   5.06 YEAR OF SERVICE - VESTING.

VESTING  COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[ X ]   (a)    Plan Years.


                                       26
<PAGE>



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

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

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

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


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

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

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

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

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

[   ]   (e)    Any Year of Service  earned prior to the effective  date of ERISA
        if the Plan would have disregarded that Year of Service on account of an
        Employee's  Separation from Service under a Plan provision in effect and
        adopted before January 1, 1974.


                                       27
<PAGE>

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

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

   6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION  DATE. A distribution date under the Plan means any day. [Note: The
Employer must specify the appropriate date(s). The specified  distribution dates
primarily  establish  annuity  starting dates and the notice and consent periods
prescribed  by the  Plan.  The  Plan  allows  the  Trustee  an  administratively
practicable  period  of time to  make  the  actual  distribution  relating  to a
particular distribution date.]

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

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

[ X ]   (b)    The  first   administratively   practicable   distribution   date
        following the Participant's Separation from Service.

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

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

[   ]   (e)    (Specify)________________________________________________________
        _______________________________________.

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

DISABILITY.  The distribution date, subject to Section  6.01(A)(3),  is: (Choose
(f), (g) or (h))

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

                                       28
<PAGE>

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

[   ]   (h)    (Specify)________________________________________________________
        _____________________________________________________________________.

HARDSHIP. (Choose (i) or (j))

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

[   ]   (j)    The Plan permits a hardship distribution to a Participant who has
        separated  from Service in  accordance  with the  hardship  distribution
        policy stated in: (Choose (1), (2) or (3))

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

   [ ]  (2)    Section 14.11 of the Plan.

   [ ]  (3)    The  addendum  to this Adoption Agreement, numbered Section 6.01.

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

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

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

[   ]   (m)    (Specify)________________________________________________________
        _____________________________________________.

        6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT.  The Advisory  Committee will
apply Section 6.02 of the Plan with the following modifications:  (Choose (a) or
at least one of (b), (c), (d) and (e))

[ X ]   (a)    No modifications.


                                       29
<PAGE>

[   ]   (b)    Except as required  under  Section  6.01 of the Plan,  a lump sum
        distribution is not available:__________________________________________
        _________________________________________________.

[   ]   (c)    An installment  distribution:  (Choose (1) or at least one of (2)
        or (3))

[   ]   (1)    Is not available under the Plan.

[   ]   (2)    May not exceed the lesser  of______________  years or the maximum
        period permitted under Section 6.02.

[   ]   (3)    (Specify)________________________________________________________
        __________________________________________________.

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

[   ]   (e)    If  the  Plan  invests  in  qualifying  Employer  securities,  as
        described  in  Section  10.03(F),   a  Participant   eligible  to  elect
        distribution  under Section 6.03 may elect to receive that  distribution
        in Employer  securities  only in accordance  with the  provisions of the
        addendum to this Adoption Agreement, numbered 6.02(e).

   6.03 BENEFIT PAYMENT ELECTIONS.

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

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

[ X ]   (b)    As of the following date(s):  (Choose at least one of Options (1)
        through (6))

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

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

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

                                       30

<PAGE>


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

[   ]   (5)    Any distribution date following  attainment of age___________ and
        completion of at least  _______________  Years of Service (as defined in
        Article V).


[   ]   (6)    (Specify)________________________________________________________
        ____________________________________________.

[   ]   (c)    (Specify)________________________________________________________
        ____________________________________________.

The distribution events described in the election(s) made under Options (a), (b)
or (c) apply  equally to all  Accounts  maintained  for the  Participant  unless
otherwise specified in Option (c).

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

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

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

   [ X ]  (1)  Normal Retirement Age.

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

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

[   ]   (g)    Hardship.  A Participant may elect a hardship  distribution prior
        to  his  Separation   from  Service  in  accordance  with  the  hardship
        distribution  policy:  (Choose (1), (2) or (3); (4) is available only as
        an additional option)

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

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

                                       31
<PAGE>


   [ ]  (3)     Provided in the  addendum to this Adoption  Agreement,  numbered
        Section 6.03.

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

[   ]   (h)    (Specify)________________________________________________________
        ___________________________________________________.

[Note:  The Employer may use an addendum,  numbered 6.03, to provide  additional
language  authorized  by Options  (b)(6),  (c),  (g)(3) or (h) of this  Adoption
Agreement Section 6.03.]

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

(Choose (i) or at least one of (j) through (l))

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

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

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

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

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

[   ]   (l)    (Specify)________________________________________________________
        _________________________.   [Note: Option (l) may not permit in service
        distributions  prior to age 59 1/2  (other  than  hardship)  and may not
        modify the hardship policy described in Section 14.11.]

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


                                       32
<PAGE>

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

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

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

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

[ X ]   (b)    Apply to all Participants.

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

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

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

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

[   ]   (c)    (Specify)___________________________________________.

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

[ X ]   (a)    For salary reduction contributions,  the Advisory Committee will:
        (Choose (1), (2), (3), (4) or (5))

   [ X ]  (1)  Apply Section 9.11 without modification.

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

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

                                       33
<PAGE>

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

          [   ]  (i)   made during that valuation period.

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

   [   ]  (5)  Apply the  allocation  method  described  in the addendum to this
          Adoption Agreement numbered 9.11(a).

[ X ]     (b)  For matching contributions,  the Advisory Committee will: (Choose
          (1), (2), (3) or (4))

   [ X ]  (1)  Apply Section 9.11 without modification.

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


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

   [   ]  (4)  Apply the  allocation  method  described  in the addendum to this
          Adoption Agreement numbered 9.11(b).

[   ]     (c)  For  Participant   nondeductible   contributions,   the  Advisory
          Committee will: (Choose (1), (2), (3), (4) or (5))

   [ ]    (1)  Apply Section 9.11 without modification.

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

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


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

          [   ]  (i)   made during that valuation period.

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

   [   ]  (5)  Apply the  allocation  method  described  in the addendum to this
          Adoption Agreement numbered 9.11(c).


                                       34

<PAGE>


                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

   10.03  INVESTMENT  POWERS.  Pursuant  to Section  10.03[F]  of the Plan,  the
aggregate  investments  in  qualifying  Employer  securities  and in  qualifying
Employer real property: (Choose (a) or (b))

[   ]   (a)    May not exceed 10% of Plan assets.

[ X ]   (b)    May not exceed __100_____% of Plan assets. [Note: The  percentage
        may not exceed 100%.]

   10.14  VALUATION OF TRUST.  In addition to each Accounting Date,  the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a)or (b))

[   ]   (a)    No other mandatory valuation dates.

[ X ]   (b)    (Specify)  Any day that the New York Stock  Exchange  is open for
        business.



                                       35
<PAGE>


                             EFFECTIVE DATE ADDENDUM
                              (RESTATED PLANS ONLY)

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

[   ]   (a)    COMPENSATION  DEFINITION.  The Compensation definition of Section
        1.12 (other than the $200,000  limitation)  is effective  for Plan Years
        beginning  after__________  . [Note: May not be effective later than the
        first day of the first Plan Year beginning  after the Employer  executes
        this  Adoption  Agreement  to restate the Plan for the Tax Reform Act of
        1986, if applicable.]

[   ]   (b)    ELIGIBILITY CONDITIONS.  The eligibility  conditions specified in
        Adoption  Agreement  Section 2.01 are effective for Plan Years beginning
        after______________________ .

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

[   ]   (d)    CONTRIBUTION/ALLOCATION FORMULA. The contribution formula elected
        under  Adoption  Agreement  Section  3.01 and the  method of  allocation
        elected  under  Adoption  Agreement  Section 3.04 is effective  for Plan
        Years beginning after_______________ .

[   ]   (e)    ACCRUAL  REQUIREMENTS.  The accrual  requirements of Section 3.06
        are effective for Plan Years beginning after__________________ .

[   ]   (f)    EMPLOYMENT CONDITION. The employment condition of Section 3.06 is
        effective for Plan Years beginning after_______________________ .


[   ]   (g)    ELIMINATION OF NET PROFITS.  The requirement for the Employer not
        to have net profits to  contribute  to this Plan is  effective  for Plan
        Years beginning  after________________  . [Note:  The date specified may
        not be earlier than December 31, 1985.]

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


[   ]   (i)    ALLOCATION OF EARNINGS. The special allocation provisions elected
        under  Adoption  Agreement  Section  9.11 are  effective  for Plan Years
        beginning after______________________.

[   ]   (j)    (Specify)_______________________________________________________.

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


                                       36
<PAGE>


                                 EXECUTION PAGE

The  Trustee  (and  Custodian,  if  applicable),   by  executing  this  Adoption
Agreement,   accepts  its  position  and  agrees  to  all  of  the  obligations,
responsibilities  and duties imposed upon the Trustee (or  Custodian)  under the
Prototype Plan and Trust.  The Employer  hereby agrees to the provisions of this
Plan and Trust,  and in  witness  of its  agreement,  the  Employer  by its duly
authorized officers, has executed this Adoption Agreement,  and the Trustee (and
Custodian,  if applicable)  signified its  acceptance,  on  this_______  day of,
___________, 1999.

Name and EIN of Employer: ResortQuest International, Inc.
                         -------------------------------------------------------
               62-1750352                                                
--------------------------------------------------------------------------------
Signed:
       ------------------------------------------------------------------


Name(s) of Trustee:         Union Planters Bank, N.A.                    
                   -------------------------------------------------------------
Signed:                                                                  
       ------------------------------------------------------------------


Name of Custodian:              N/A                                             
                 ---------------------------------------------------------------
Signed:
       ------------------------------------------------------------------



[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.
                                                            
USE OF ADOPTION  AGREEMENT.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
3-digit  number  assigned to this Adoption  Agreement (see page 1) is solely for
the  Regional  Prototype  Plan  Sponsor's  recordkeeping  purposes  and does not
necessarily  correspond to the plan number the Employer  designated in the prior
paragraph.

RELIANCE ON  NOTIFICATION  LETTER.  The  Employer  may not rely on the  Regional
Prototype Plan Sponsor's  notification  letter covering this Adoption Agreement.
For  reliance  on  the  Plan's   qualification,   the  Employer  must  obtain  a
determination letter from the applicable IRS Key District office.

                                       37
<PAGE>


                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying  Adoption  Agreement,  as if  the  Participating  Employer  were  a
signatory to that Agreement.  The Participating  Employer accepts, and agrees to
be bound by, all of the elections  granted under the provisions of the Prototype
Plan as made  by__________________________________________________________ , the
Signatory Employer to the Execution Page of the Adoption Agreement.

   1.   The Effective Date of the undersigned  Employer's  participation  in the
        designated Plan is:____ .

   2.   The undersigned Employer's adoption of this Plan constitutes:

[   ]   (a)    The adoption of a new plan by the Participating Employer.

[   ]   (b)    The adoption of an amendment and restatement of a plan  currently
        maintained  by the  Employer, identified as_____________________________
        ______________________, and having an original effective date of _______
        _______.

        Dated this _____ day of ______________________ , 19___.

                              Name of Participating Employer:__________________

                              ____________________________________________

                              Signed:_____________________________________
                              Participating Employer's EIN:_______________

ACCEPTANCE  BY THE  SIGNATORY  EMPLOYER TO THE  EXECUTION  PAGE OF THE  ADOPTION
AGREEMENT AND BY THE TRUSTEE.

                              Name of Signatory Employer:_______________________
                              _______________________________________________

Accepted:__________________
        [Date]                Signed:______________________________________
                              Name(s) of Trustee:__________________________
                              _________________________________________
Accepted:___________________
        [Date]

                              Signed:______________________________________

[Note:  Each  Participating  Employer  must  execute  a  separate  Participation
Agreement.  See the  Execution  Page of the  Adoption  Agreement  for  important
Prototype Plan information.]

                                       38