EXHIBIT 10.29


              MATRIX CAPITAL CORPORATION 401(K) PROFIT SHARING PLAN



                            FUNDING POLICY AND METHOD

                  A pension benefit plan (as defined in the Employee  Retirement
Income  Security Act of 1974) has been adopted by the company for the purpose of
rewarding  long and loyal  service to the  company  by  providing  to  employees
additional financial security at retirement. Incidental benefits are provided in
the case of disability, death or other termination of employment.

                  Since the principal purpose of the plan is to provide benefits
at normal  retirement  age, the principal goal of the investment of the funds in
the plan should be both security and long-term  stability  with moderate  growth
commensurate with the anticipated retirement dates of participants. Investments,
other than  "fixed  dollar  "investments,  should be  included  among the plan's
investments  to prevent  erosion by inflation.  However,  investments  should be
sufficiently  liquid  to  enable  the  plan,  on  short  notice,  to  make  some
distributions in the event of the death or disability of a participant.



<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS


                                    ARTICLE I
                                   DEFINITIONS


                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

<S>      <C>                                                                                                     <C>

2.1      TOP HEAVY PLAN REQUIREMENTS.............................................................................14


2.2      DETERMINATION OF TOP HEAVY STATUS.......................................................................14


2.3      POWERS AND RESPONSIBILITIES OF THE EMPLOYER.............................................................17


2.4      DESIGNATION OF ADMINISTRATIVE AUTHORITY.................................................................17


2.5      ALLOCATION AND DELEGATION OF RESPONSIBILITIES...........................................................18


2.6      POWERS AND DUTIES OF THE ADMINISTRATOR..................................................................18


2.7      RECORDS AND REPORTS.....................................................................................19


2.8      APPOINTMENT OF ADVISERS.................................................................................19


2.9      INFORMATION FROM EMPLOYER...............................................................................19


2.10     PAYMENT OF EXPENSES.....................................................................................19


2.11     MAJORITY ACTIONS........................................................................................20


2.12     CLAIMS PROCEDURE........................................................................................20


2.13     CLAIMS REVIEW PROCEDURE.................................................................................20


                                   ARTICLE III
                                   ELIGIBILITY


3.1      CONDITIONS OF ELIGIBILITY...............................................................................21


3.2      APPLICATION FOR PARTICIPATION...........................................................................21


3.3      EFFECTIVE DATE OF PARTICIPATION.........................................................................21


3.4      DETERMINATION OF ELIGIBILITY............................................................................21


3.5      TERMINATION OF ELIGIBILITY..............................................................................21


3.6      OMISSION OF ELIGIBLE EMPLOYEE...........................................................................22


3.7      INCLUSION OF INELIGIBLE EMPLOYEE........................................................................22

<PAGE>



3.8      ELECTION NOT TO PARTICIPATE.............................................................................22


                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION


4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION.........................................................22


4.2      PARTICIPANT'S SALARY REDUCTION ELECTION.................................................................23


4.3      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION..............................................................26


4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS....................................................27


4.5      ACTUAL DEFERRAL PERCENTAGE TESTS........................................................................31


4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS..........................................................33


4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS....................................................................34


4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS......................................................37


4.9      MAXIMUM ANNUAL ADDITIONS................................................................................39


4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...............................................................42


4.11     TRANSFERS FROM QUALIFIED PLANS..........................................................................43


                                    ARTICLE V
                                   VALUATIONS


5.1      VALUATION OF THE TRUST FUND.............................................................................44


5.2      METHOD OF VALUATION.....................................................................................45


                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS


6.1      DETERMINATION OF BENEFITS UPON RETIREMENT...............................................................45


6.2      DETERMINATION OF BENEFITS UPON DEATH....................................................................45


6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY........................................................46


6.4      DETERMINATION OF BENEFITS UPON TERMINATION..............................................................46


6.5      DISTRIBUTION OF BENEFITS,...............................................................................49


6.6      DISTRIBUTION OF BENEFITS UPON DEATH.....................................................................51


6.7      TIME OF SEGREGATION OR DISTRIBUTION.....................................................................52

<PAGE>

6.8      DISTRIBUTION FOR MINOR BENEFICIARY......................................................................52


6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN..........................................................52


6.10     ADVANCE DISTRIBUTION FOR HARDSHIP.......................................................................52


6.11     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.........................................................54


                                   ARTICLE VII
                                     TRUSTEE


7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE...................................................................54


7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.............................................................54


7.3      OTHER POWERS OF THE TRUSTEE.............................................................................55


7.4      LOANS TO PARTICIPANTS...................................................................................57


7.5      DUTIES OF THE TRUSTEE REGARDING PAYMENTS................................................................58


7.6      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES...........................................................58


7.7      ANNUAL REPORT OF THE TRUSTEE............................................................................58


7.8      AUDIT...................................................................................................59


7.9      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE..........................................................60


7.10     TRANSFER OF INTEREST....................................................................................60


7.11     DIRECT ROLLOVER.........................................................................................61


                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS


8.1      AMENDMENT...............................................................................................62


8.2      TERMINATION.............................................................................................62


8.3      MERGER OR CONSOLIDATION.................................................................................63


                                   ARTICLE IX
                                  MISCELLANEOUS


9.1      PARTICIPANT'S RIGHTS....................................................................................63


9.2      ALIENATION..............................................................................................63


9.3      CONSTRUCTION OF PLAN....................................................................................64

<PAGE>

9.4      GENDER AND NUMBER.......................................................................................64


9.5      LEGAL ACTION............................................................................................64


9.6      PROHIBITION AGAINST DIVERSION OF FUNDS..................................................................64


9.7      BONDING.................................................................................................65


9.8      EMPLOYER'S-AND TRUSTEE'S PROTECTIVE CLAUSE..............................................................65


9.9      INSURER'S PROTECTIVE CLAUSE.............................................................................65


9.10     RECEIPT AND RELEASE FOR PAYMENTS........................................................................65


9.11     ACTION BY THE EMPLOYER..................................................................................66


9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY......................................................66


9.13     HEADINGS................................................................................................66


9.14     APPROVAL BY INTERNAL REVENUE SERVICE....................................................................66


9.15     UNIFORMITY..............................................................................................67


                                    ARTICLE X
                             PARTICIPATING EMPLOYERS


10.1     ADOPTION BY OTHER EMPLOYERS.............................................................................67


10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS.................................................................67


10.3     DESIGNATION OF AGENT....................................................................................68


10.4     EMPLOYEE TRANSFERS......................................................................................68


10.5     PARTICIPATING EMPLOYER'S CONTRIBUTION...................................................................68


10.6     AMENDMENT...............................................................................................69


10.7     DISCONTINUANCE OF PARTICIPATION.........................................................................69


10.8     ADMINISTRATOR'S AUTHORITY...............................................................................69


</TABLE>

<PAGE>


             MATRIX CAPITAL CORPORATION 401 (K) PROFIT SHARING PLAN

                  THIS AGREEMENT,  hereby made and entered into this _______ day
of  ________________,  19___, by and between MATRIX CAPITAL  CORPORATION (herein
referred to as the  "Employer")  and Dave Kloos, D. Mark Spencer and Cindy Leach
(herein referred to as the "Trustee").

                              W I T N E S S E T H:

                  WHEREAS,  the Employer  desires to recognize the  contribution
made  to  its  successful   operation  by  its  employees  and  to  reward  such
contribution  by means of a 401(k) Profit Sharing Plan for those  employees who,
shall qualify as Participants hereunder;

                  NOW, THEREFORE, effective January 1, 1994, (hereinafter called
the "Effective  Date"),  the Employer hereby establishes a 401(k) Profit Sharing
Plan and creates  this trust  (which plan and trust are  hereinafter  called the
"Plan") for the exclusive  benefit of the Participants and their  Beneficiaries,
and the Trustee hereby accepts the Plan on the following terms:

                                    ARTICLE I
                                   DEFINITIONS

         1.1 "Act "means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         1.2  "Administrator  "means  the  person  or entity  designated  by the
Employer  pursuant  to  Section  2.4 to  administer  the Plan on  behalf  of the
Employer.

         1.3 "Affiliated  Employer "means any corporation which is a member of a
controlled  group of  corporations  (as defined in code  Section 414 (b) ) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common  control (as defined in Code Section  414(c)) with the Employer;
any  organization  (whether  or  not  incorporated)  which  is a  member  of  an
affiliated  service  group (as defined in Code Section 414 (m) ) which  includes
the Employer;  and any other entity  required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(0).

         1.4 "Aggregate  Account "means,  with respect to each Participant,  the
value  of  all  accounts   maintained  on  behalf  of  a  Participant,   whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 2.2.

         1.5      "Anniversary Date "means December 31.

         1.6  "Beneficiary  "means  the  person to whom the share of a  deceased
Participant's total account is payable,  subject to the restrictions of Sections
6.2 and 6.6.

         1.7 "Code  "means  the  Internal  Revenue  Code of 1986,  as amended or
replaced from time to time.

                                       1
<PAGE>

         1.8   "Compensation   "with  respect  to  any  Participant  means  such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the  Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation
must be determined  without regard to any rules under Code Section  3401(a) that
limit the remuneration  included in wages based on the nature or location of the
employment or the services  performed  (such as the  exception for  agricultural
labor in Code Section 3401(a)(2)).

         For purposes of this Section,  the determination of Compensation  shall
be made by:

                           (a) including  amounts which are  contributed  by the
                  Employer  pursuant to a salary  reduction  agreement and which
                  are not  includible  in the gross  income  of the  Participant
                  under Code Sections 125, 402(e)(3), 402(h), 403(b) or 457, and
                  Employee  contributions  described in Code  Section  414(h)(2)
                  that are treated as Employer contributions.

         For a Participant's  initial year of participation,  Compensation shall
be recognized for the entire Plan Year.

         Compensation  in excess of $200,000 shall be  disregarded.  Such amount
shall be adjusted at the same time and in such  manner as  permitted  under Code
Section  415(d),  except that the dollar  increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within such
calendar  year and the first  adjustment  to the  $200,000  limitation  shall be
effective  on January 1, 1990.  For any short Plan Year the  Compensation  limit
shall be an amount  equal to the  Compensation  limit for the  calendar  year in
which the Plan Year begins  multiplied  by the ratio  obtained  by dividing  the
number of full months in the short Plan Year by twelve  (12).  In applying  this
limitation,  the family group of a Highly Compensated Participant who is subject
to the Family Member  aggregation  rules of Code Section  414(q)(6) because such
Participant  is either a "five  percent owner "of the Employer or one of the ten
(10) Highly  Compensated  Employees paid the greatest "415 Compensation  "during
the year, shall be treated as a single Participant, except that for this purpose
Family  Members  shall  include only the affected  Participant's  spouse and any
lineal  descendants  who have not attained age nineteen (19) before the close of
the year. If, as a result of the application of such rules the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's  Compensation prior to
the  application  of this  limitation,  or the  limitation  shall be adjusted in
accordance with any other method permitted by Regulation.

         If, as a result of such rules,  the maximum "annual  addition "limit of
Section 4.9(a) would be exceeded for one or more of the affected Family Members,
the prorated  Compensation  of all affected  Family Members shall be adjusted to
avoid or reduce any excess.  The prorated  Compensation  of any affected  Family
Member whose allocation would exceed the limit shall be adjusted downward to the
level  needed  to  provide  an  allocation  equal to such  limit.  The  prorated
Compensation of affected Family Members not affected by such limit shall then be
adjusted  upward on a pro rata  basis not to exceed  each such  affected  Family
Member's  Compensation  as determined  prior to application of the Family Member
rule.  The  resulting  allocation  shall not exceed  such  individual's  maximum
"annual addition "limit. If, after these  adjustments,  an "excess amount "still

                                       2
<PAGE>

results,  such "excess  amount "shall be disposed of in the manner  described in
section 4.10(a) pro rata among all affected Family Members.

         For purposes of this Section,  if the Plan is a plan  described in Code
section  413(c) or 414(f) (a plan  maintained  by more than one  Employer),  the
$200,000  limitation  applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

         1.9 "Contract "or "Policy "means any life insurance policy,  retirement
income or annuity  policy,  or annuity  contract  (group or  individual)  issued
pursuant to the terms of the Plan.

         1.10 "Deferred  Compensation "with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's  deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions "pursuant
to Section 4.10(a).

         1.11  "Early  Retirement  Date.  "This  Plan  does  not  provide  for a
retirement date prior to Normal Retirement Date.

         1.12 "Elective Contribution "means the Employer's  contributions to the
Plan of Deferred  Compensation  excluding any such amounts distributed as excess
"annual  additions  "pursuant  to Section  4.10(a).  In  addition,  any Employer
Qualified Non-Elective  Contribution made pursuant to Section 4.1(c) and Section
4.6 shall be considered an Elective  Contribution  for purposes of the Plan. Any
such contributions  deemed to be Elective  Contributions shall be subject to the
requirements  of  Sections  4.2(b) and 4.2(c) and shall  further be  required to
satisfy the  discrimination  requirements  of Regulation  1.401(k)-l(b)(5),  the
provisions of which are specifically incorporated herein by reference.

         1.13     "Eligible Employee "means any Employee.

         Employees of Affiliated  Employers shall not be eligible to participate
in this Plan unless such  Affiliated  Employers have  specifically  adopted this
Plan in writing.

         1.14  "Employee  "means any person who is employed  by the  Employer or
Affiliated Employer,  but excludes any person who is an independent  contractor.
Employee  shall  include  Leased  Employees  within the meaning of Code Sections
414(n)(2)  and  414(o)(2)  unless  such Leased  Employees  are covered by a plan
described in Code Section  414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

         1.15 "Employer "means MATRIX CAPITAL  CORPORATION and any Participating
Employer (as defined in Section 10.1) which shall adopt this Plan; any successor
which shall maintain this Plan; and any  predecessor  which has maintained  this
Plan.  The Employer is a  corporation,  with  principal  offices in the State of
Colorado.

         1.16 "Excess Aggregate  Contributions  "means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching  contributions
made pursuant to Section 4.1(b) and any qualified non-elective  contributions or
elective  deferrals  taken into account  pursuant to Section 4.7(c) on behalf of


                                       3
<PAGE>

Highly  Compensated  Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a).

         1.17 "Excess  Contributions  "means,  with respect to a Plan Year,  the
excess  of  Elective   Contributions   made  on  behalf  of  Highly  Compensated
Participants  for the Plan Year over the  maximum  amount of such  contributions
permitted  under Section  4.5(a).  Excess  Contributions  shall be treated as an
"annual addition "pursuant to Section 4.9(b).

         1.18 "Excess Deferred  compensation "means, with respect to any taxable
year of a Participant,  the excess of the aggregate amount of such Participant's
Deferred  Compensation  and the elective  deferrals  pursuant to Section  4.2(f)
actually  made on behalf of such  Participant  for such taxable  year,  over the
dollar  limitation  provided for in Code Section  402(g),  which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition  "pursuant  to  Section  4.9(b)  when  contributed  to the Plan  unless
distributed  to the  affected  Participant  not later than the first  April 15th
following  the  close  of the  Participant's  taxable  year.  Additionally,  for
purposes of Sections 2.2 and 4.4(g), Excess Deferred Compensation shall continue
to be treated as Employer  contributions even if distributed pursuant to Section
4.2(f).   However,   Excess  Deferred  Compensation  of  Non-Highly  Compensated
Participants  is not taken into  account for  purposes of Section  4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

         1.19 "Family  Member "means,  with respect to an affected  Participant,
such  Participant's   spouse  and  such  Participant's  lineal  descendants  and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B).

         1.20 "Fiduciary  "means any person who (a) exercises any  discretionary
authority  or  discretionary  control  respecting  management  of  the  Plan  or
exercises any authority or control  respecting  management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect,  with  respect to any monies or other  property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary  authority or
discretionary  responsibility in the administration of the Plan, including,  but
not limited to, the Trustee,  the Employer and its representative  body, and the
Administrator.

         1.21 "Fiscal Year "means the  Employer's  accounting  year of 12 months
commencing on January 1st of each year and ending the following December 31st.

         1.22 "Forfeiture "means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                  (a)  the  distribution  of  the  entire  Vested  portion  of a
         Terminated Participant's Account, or

                  (b) the  last day of the Plan  Year in which  the  Participant
         incurs five (5) consecutive 1-Year Breaks in Service.

         Furthermore,  for  purposes of  paragraph  (a) above,  in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a  distribution  of his Vested benefit upon his

                                       4
<PAGE>

termination of  employment.  Restoration of such amounts shall occur pursuant to
Section 6.4(e)(2).  In addition,  the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

         1.23 "Former  Participant  "means a person who has been a  Participant,
but who has ceased to be a Participant for any reason.

         1.24 "415  Compensation  "with  respect to any  Participant  means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the  Participant a
written  statement  under  Code  Sections  6041(d),  6051(a)(3)  and 6052.  "415
Compensation  "must be determined without regard to any rules under Code Section
3401(a)  that limit the  remuneration  included  in wages based on the nature or
location of the employment or the services  performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

         1.25 "414(s)  Compensation  "with respect to any Participant means such
Participant's  "415 Compensation "paid during a Plan Year. The amount of "414(s)
Compensation "with respect to any Participant shall include "414(s) Compensation
"for the entire  twelve  (12) month  period  ending on the last day of such Plan
Year.

         For purposes of this Section, the determination of "414(s) Compensation
"shall be made by  including  amounts  which  are  contributed  by the  Employer
pursuant to a salary  reduction  agreement  and which are not  includible in the
gross income of the  Participant  under Code Sections 125, 402 (e) (3), 402 (h),
403 (b) or 457, and Employee contributions described in Code Section 414 (h) (2)
that are treated as Employer contributions.

         "414(s) Compensation "in excess of $200,000 shall be disregarded.  Such
amount shall be adjusted at the same time and in such manner as permitted  under
Code Section  415(d),  except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year  beginning with or within
such calendar year and the first adjustment to the $200,000  limitation shall be
effective on January 1, 1990.  For any short Plan Year the "414(A)  Compensation
"limit  shall be an amount  equal to the  "414(s)  Compensation  "limit  for the
calendar year in which the Plan Year begins  multiplied by the ratio obtained by
dividing  the number of full  months in the short Plan Year by twelve  (12).  In
applying this limitation,  the family group of a Highly Compensated  Participant
who is subject to the Family Member  aggregation rules of Code Section 414(q)(6)
because such Participant is either a "five percent owner "of the Employer or one
of the ten (10) Highly Compensated Employees paid the greatest "415 Compensation
"during the year, shall be treated as a single Participant, except that for this
purpose Family Members shall include only the affected  Participant's spouse and
any lineal  descendants who have not attained age nineteen (19) before the close
of the year.

         1.26 "Highly Compensated  Employee "means an Employee described in Code
Section 414(q) and the Regulations thereunder,  and generally. means an Employee
who performed services for the Employer during the  "determination  year "and is
in one or more of the following groups:

                  (a) Employees who at any time during the  "determination  year
         "or  "look-back  year "were "five percent owners "as defined in Section
         1.32(c).

                                       5
<PAGE>

                  (b)  Employees  who  received  "415  Compensation  "during the
         "look-back year "from the Employer in excess of $75,000.

                  (c)  Employees  who  received  "415  Compensation  "during the
         "look-back year "from the Employer in excess of $50,000 and were in the
         Top Paid Group of Employees for the Plan Year.

                  (d) Employees who during the "look-back  year,,  were officers
         of the  Employer  (as that term is defined  within  the  meaning of the
         Regulations  under Code  Section 416) and  received  "415  Compensation
         "during the "look-back year "from the Employer  greater than 50 percent
         of the limit in effect  under Code  Section  415(b)(1)(A)  for any such
         Plan Year. The number of officers shall be limited to the lesser of (i)
         50  employees;  or (ii) the greater of 3 employees or 10 percent of all
         employees.  For the  purpose of  determining  the  number of  officers,
         Employees  described  in  Section  1.55(a),  (b),  (c) and (d) shall be
         excluded,  but such Employees shall still be considered for the purpose
         of  identifying  the  particular  Employees  who are  officers.  If the
         Employer  does  not  have  at  least  one  officer  whose  annual  "415
         Compensation   "is  in  excess  of  50  percent  of  the  Code  Section
         415(b)(1)(A)  limit, then the highest paid officer of the Employer will
         be treated as a Highly Compensated Employee.

                  (e)  Employees  who  are in the  group  consisting  of the 100
         Employees   paid   the   greatest   "415   Compensation   "during   the
         "determination  year "and are also  described  in (b), (c) or (d) above
         when these  paragraphs are modified to substitute  "determination  year
         "for "look-back year."

         The  "determination  year "shall be the Plan Year for which  testing is
being  performed,  and the "look-back year "shall be the  immediately  preceding
twelve-month period.

         For purposes of this Section,  the  determination of "415  Compensation
"shall be made by  including  amounts  which  are  contributed  by the  Employer
pursuant to a salary  reduction  agreement  and which are not  includible in the
gross income of the  Participant  under Code Sections 125, 402 (e) (3), 402 (h),
403 (b) or 457, and Employee contributions described in Code Section 414 (h) (2)
that are treated as Employer contributions.  Additionally,  the dollar threshold
amounts  specified  in (b) and (c) above  shall be  adjusted at such time and in
such manner as is provided in  Regulations.  In the case of such an  adjustment,
the dollar  limits  which  shall be applied are those for the  calendar  year in
which the "determination year "or "look-back year "begins.

         In determining who is a Highly Compensated Employee,  Employees who are
non-resident  aliens and who  received no earned  income  (within the meaning of
Code Section 911 (d) (2) ) from the Employer  constituting  United States source
income  within the  meaning of Code  Section  861(a) (3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account as
a single  employer  and Leased  Employees  within the  meaning of Code  Sections
414(n)(2)  and  414(0)(2)  shall be  considered  Employees  unless  such  Leased
Employees are covered by a plan described in Code Section  414(n)(5) and are not
covered in any  qualified  plan  maintained  by the  Employer.  The exclusion of
Leased  Employees for this purpose shall be applied on a uniform and  consistent
basis for all of the Employer's  retirement  plans.  Highly  Compensated  Former

                                       6
<PAGE>

Employees  shall be treated as Highly  Compensated  Employees  without regard to
whether they performed services during the "determination year."

         1.27 "Highly  Compensated  Former Employee "means a former Employee who
had a  separation  year  prior  to the  "determination  year  "and  was a Highly
Compensated  Employee  in  the  year  of  separation  from  service  or  in  any
"determination year "after attaining age 55.  Notwithstanding the foregoing,  an
Employee who  separated  from service  prior to 1987 will be treated as a Highly
Compensated  Former  Employee  only if  during  the  separation  year  (or  year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th  birthday),  the Employee either
received "415  Compensation  "in excess of $50,000 or was a "five percent owner.
"For purposes of this Section,  "determination  year,  ""415  Compensation  "and
"five percent owner "shall be determined in accordance with Section 1.26. Highly
Compensated Former Employees shall be treated as Highly  Compensated  Employees.
The  method  set  forth  in  this  Section  for  determining  who  is a  "Highly
Compensated  Former Employee "shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         1.28  "Highly  Compensated  Participant  "means any Highly  Compensated
Employee who is eligible to participate in the Plan.

         1.29 "Hour of Service  "means  (1) each hour for which an  Employee  is
directly or indirectly  compensated or entitled to  compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly  compensated or entitled to
compensation   by  the  Employer   (irrespective   of  whether  the   employment
relationship  has terminated) for reasons other than performance of duties (such
as vacation, holidays,  sickness, jury duty, disability,  lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which  back pay is  awarded  or  agreed  to by the  Employer  without  regard to
mitigation  of damages.  These hours will be  credited to the  Employee  for the
computation  period or periods to which the award or agreement  pertains  rather
than the  computation  period in which the award,  agreement or payment is made.
The same Hours of Service  shall not be  credited  both under (1) or (2), as the
case may be, and under (3).

         Notwithstanding  the above,  (i) no more than 501 Hours of Service  are
required  to be  credited  to an  Employee  on account of any single  continuous
period during which the Employee  performs no duties (whether or not such period
occurs in a single  computation  period);  (ii) an hour for which an Employee is
directly or  indirectly  paid,  or  entitled to payment,  on account of a period
during  which no duties are  performed  is not  required  to be  credited to the
Employee if such payment is made or due under a plan  maintained  solely for the
purpose of complying with  applicable  worker's  compensation,  or  unemployment
compensation  or disability  insurance  laws; and (iii) Hours of Service are not
required to be credited for a payment  which solely  reimburses  an Employee for
medical or medically related expenses incurred by the Employee.

         For purposes of this  Section,  a payment shall be deemed to be made by
or due from the  Employer  regardless  of whether such payment is made by or due
from the Employer directly,  or indirectly through,  among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of

                                       7
<PAGE>

whether  contributions made or due to the trust fund,  insurer,  or other entity
are for the  benefit  of  particular  Employees  or are on  behalf of a group of
Employees in the aggregate.

         An Hour of Service  must be counted  for the purpose of  determining  a
Year of service,  a year of participation  for purposes of accrued  benefits,  a
1-Year  Break in Service,  and  employment  commencement  date (or  reemployment
commencement  date).  In  addition,  Hours  of  Service  will  be  credited  for
employment  with other  Affiliated  Employers.  The  provisions of Department of
Labor regulations 2530.200b-2(b) and. (c) are incorporated herein by reference.

         1.30 "Income "means the income or losses  allocable to Excess  Deferred
Compensation  which  amount  shall be  allocated in the same manner as income or
losses are allocated pursuant to Section 4.4(f).

         1.31  "Investment  Manager  "means an entity  that (a) has the power to
manage,  acquire,  or dispose  of Plan  assets  and (b)  acknowledges  fiduciary
responsibility  to the Plan in writing.  Such entity must be a person,  firm, or
corporation  registered as an investment  adviser under the Investment  Advisers
Act of 1940, a bank, or an insurance company.

         1.32 "Key Employee "means an Employee as defined in Code Section 416(i)
and the Regulations thereunder.  Generally,  any Employee or former Employee (as
well as each of his  Beneficiaries)  is  considered a Key Employee if he, at any
time during the Plan Year that contains the  "Determination  Date "or any of the
preceding  four  (4)  Plan  Years,  has been  included  in one of the  following
categories:

                  (a) an officer of the Employer (as that term is defined within
         the meaning of the  Regulations  under Code Section 416) having  annual
         "415  Compensation"  greater  than 50  percent  of the amount in effect
         under Code Section 415(b)(1)(A) for any such Plan Year.

                  (b) one of the ten employees  having annual "415  Compensation
         "from the Employer  for a Plan Year greater than the dollar  limitation
         in effect under Code  Section  415(c)(1)(A)  for the  calendar  year in
         which such Plan Year ends and owning (or  considered  as owning  within
         the  meaning  of Code  Section  318) both more  than  one-half  percent
         interest and the largest interests in the Employer.

                  (c) a "five  percent  owner "of the  Employer.  "Five  percent
         owner "means any person who owns (or is considered as owning within the
         meaning  of Code  Section  318)  more  than five  percent  (5%)  of-the
         outstanding  stock of the Employer or stock  possessing  more than five
         percent  (5%) of the total  combined  voting  power of all stock of the
         Employer or, in the case of an unincorporated  business, any person who
         owns more than five percent (5%) of the capital or profits  interest in
         the Employer. In determining percentage ownership hereunder,  employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers.

                                       8
<PAGE>

                  (d) a "one  percent  owner "of the  Employer  having an annual
         "415  Compensation  "from  the  Employer  of more than  $150,000.  "One
         percent  owner "means any person who owns (or is  considered  as owning
         within the meaning of Code  Section  318) more than one percent (1%) of
         the outstanding stock of the Employer or stock possessing more than one
         percent  (1%) of the total  combined  voting  power of all stock of the
         Employer or, in the case of an unincorporated  business, any person who
         owns more than one percent  (1%) of the capital or profits  interest in
         the Employer. In determining percentage ownership hereunder,  employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers. However, in determining
         whether an individual  has "415  Compensation  "of more than  $150,000,
         "415  Compensation  "from each employer required to be aggregated under
         Code Sections 414 (b), (c), (m) and (o) shall be taken into account.

         For purposes of this Section,  the  determination of "415  Compensation
"shall be made by  including  amounts  which  are  contributed  by the  Employer
pursuant to a salary  reduction  agreement  and which are not  includible in the
gross income of the  Participant  under Code Sections 125, 402 (e) (3), 402 (h),
403 (b) or 457, and Employee contributions described in Code Section 414 (h) (2)
that are treated as Employer contributions.

         1.33 "Late Retirement Date "means the first day of the month coinciding
with or next  following a  Participant's  actual  Retirement  Date after  having
reached his Normal Retirement Date.

         1.34 "Leased  Employee "means any person (other than an Employee of the
recipient)  who pursuant to an  agreement  between the  recipient  and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient  and related  persons  determined in accordance  with Code Section
414(n)  (6)) on a  substantially  full  time  basis for a period of at least one
year, and such services are of a type historically performed by employees in the
business field of the recipient  employer.  Contributions or benefits provided a
Leased Employee by the leasing  organization  which are attributable to services
performed  for the  recipient  employer  shall be  treated  as  provided  by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

                  (a) if such  employee is covered by a money  purchase  pension
         plan providing:

                           (1) a non-integrated employer contribution rate of at
                  least  10%  of  compensation,   as  defined  in  Code  Section
                  415(c)(3),  but including amounts which are contributed by the
                  Employer  pursuant to a salary  reduction  agreement and which
                  are not  includible  in the gross  income  of the  Participant
                  under Code Sections 125, 402(e)(3), 402(h), 403(b) or 457, and
                  Employee  contributions  described in Code  Section  414(h)(2)
                  that are treated as Employer contributions.

                           (2) immediate participation; and

                                       9
<PAGE>

                           (3) full and immediate vesting; and

                  (b) if Leased Employees do not constitute more than 20% of the
         recipient's non-highly compensated work force.

         1.35 "Non-Elective  Contribution "means the Employer's contributions to
the Plan excluding,  however,  contributions  made pursuant to the Participant's
deferral  election  provided for in Section 4.2 and any  Qualified  Non-Elective
Contribution.

         1.36 "Non-Highly  Compensated Participant "means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

         1.37 "Non-Key  Employee "means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

         1.38 "Normal Retirement Age "means the Participant's 59 1/2 birthday. A
Participant  shall  become  fully  Vested  in  his  Participant's  Account  upon
attaining his Normal Retirement Age.

         1.39  "Normal  Retirement  Date  "means  the  first  day of  the  month
coinciding with or next following the Participant's Normal Retirement Age.

         1.40 "1-Year Break in Service "means the applicable  computation period
during which an Employee has not  completed  more than 500 Hours of Service with
the  Employer.  Further,  solely  for  the  purpose  of  determining  whether  a
Participant  has incurred a 1-Year Break in Service,  Hours of Service  shall be
recognized  for  "authorized  leaves of absence "and  "maternity  and  paternity
leaves of  absence.  "Years of  Service  and 1-Year  Breaks in Service  shall be
measured on the same computation period.

         "Authorized leave of absence "means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established nondiscriminatory
policy, whether occasioned by illness, military service, or any other reason.

         A  "maternity  or  paternity  leave of absence  "means,  for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection  with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation  period  in which  the  absence  from  work  begins,  only if credit
therefore is necessary to prevent the Employee from  incurring a 1-Year Break in
service, or, in any other case, in the immediately following computation period.
The Hours of Service  credited  for a "maternity  or paternity  leave of absence
"shall be those which would  normally  have been  credited but for such absence,
or, in any case in which the  Administrator  is unable to  determine  such hours
normally  credited,  eight  (8) Hours of  Service  per day.  The total  Hours of
Service  required to be credited for a "maternity or paternity  leave of absence
"shall not exceed 501.

                                       10
<PAGE>

         1.41 "Participant  "means any Eligible Employee who participates in the
Plan as  provided  in Sections  3.2 and 3.3,  and has not for any reason  become
ineligible to participate further in the Plan.

         1.42   "Participant's   Account  "means  the  account  established  and
maintained by the  Administrator  for each Participant with respect to his total
interest  in the Plan and  Trust  resulting  from  the  Employer's  Non-Elective
Contributions.

         A separate  accounting shall be maintained with respect to that portion
of the Participant's  Account  attributable to Employer  matching  contributions
made pursuant to Section 4.1(b) and Employer  discretionary  contributions  made
pursuant to Section 4.1(d).

         1.43 "Participant's  Combined Account "means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         1.44 "Participant's Elective Account "means the account established and
maintained by the  Administrator  for each Participant with respect to his total
interest  in  the  Plan  and  Trust  resulting  from  the  Employer's   Elective
Contributions.  A separate  accounting  shall be maintained with respect to that
portion  of  the  Participant's   Elective  Account   attributable  to  Elective
Contributions  pursuant to Section 4.2 and any Employer  Qualified  Non-Elective
contributions.

         1.45 "Plan "means this instrument, including all amendments thereto.

         1.46 "Plan Year "means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following  December  31st.

         1.47  "Qualified   Non-Elective   Contribution  "means  the  Employer's
contributions  to the Plan that are made pursuant to Section  4.1(c) and Section
4.6. Such  contributions  shall be considered an Elective  Contribution  for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage "tests.

         In addition,  the  Employer's  contributions  to the Plan that are made
pursuant to Section  4.8(h)  which are used to satisfy the "Actual  Contribution
Percentage "tests shall be considered Qualified  Non-Elective  Contributions and
be subject to the provisions of Sections 4.2(b) and 4.2(c).

         1.48  "Regulation  "means the Income Tax  Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

         1.49 "Retired  Participant  "means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.50 "Retirement Date "means the date as of which a Participant retires
for reasons other than Total and Permanent  Disability,  whether such retirement
occurs on a  Participant's  Normal  Retirement Date or Late Retirement Date (see
Section 6.1).

         1.51 "Super Top Heavy Plan "means a plan described in Section 2.2(b).

                                       11
<PAGE>

         1.52   "Terminated   Participant   "means  a  person  who  has  been  a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.53 "Top Heavy Plan "means a plan described in Section 2.2 (a).

         1.54 "Top Heavy Plan Year "means a Plan Year during which the Plan is a
Top Heavy Plan.

         1.55 "Top  Paid  Group  "means  the top 20  percent  of  Employees  who
performed services for the Employer during the applicable year, ranked according
to the amount of "415  Compensation  "(determined for this purpose in accordance
with Section 1.26)  received from the Employer  during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within  the  meaning  of  Code  Sections  414 (n) (2)  and  414(o)(2)  shall  be
considered  Employees  unless  such  Leased  Employees  are  covered  by a  plan
described in Code Section  414(n)(5) and are not covered in any  qualified  plan
maintained  by the  Employer.  Employees  who are  non-resident  aliens  and who
received no earned income  (within the meaning of Code Section  911(d)(2))  from
the Employer constituting United States source income within the meaning of Code
Section  861(a)(3)  shall not be treated  as  Employees.  Additionally,  for the
purpose of determining the number of active Employees in any year, the following
additional Employees shall also be excluded; however, such Employees shall still
be considered for the purpose of identifying the particular Employees in the Top
Paid Group:

                  (a) Employees with less than six (6) months of service;

                  (b)  Employees  who  normally  work less than 17 1/2 hours per
         week;

                  (c)  Employees  who  normally  work less  than six (6)  months
         during a year; and

                  (d) Employees who have not yet attained age 21.

         In addition, if 90 percent or more of the Employees of the Employer are
covered  under  agreements  the  Secretary  of  Labor  finds  to  be  collective
bargaining agreements between Employee representatives and the Employer, and the
Plan  covers only  Employees  who are not covered  under such  agreements,  then
Employees  covered  by such  agreements  shall be  excluded  from both the total
number of active  Employees  as well as from the  identification  of  particular
Employees in the Top Paid Group.

         The foregoing  exclusions set forth in this Section shall be applied on
a uniform  and  consistent  basis for all  purposes  for which the Code  Section
414(q) definition is applicable.

         1.56  "Total  and  Permanent  Disability  "means a  physical  or mental
condition of a Participant  resulting  from bodily  injury,  disease,  or mental
disorder  which renders him incapable of continuing  any gainful  occupation and
which condition  constitutes  total disability under the federal Social Security
Acts.

         1.57 "Trustee "means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

                                       12
<PAGE>

         1.58  "Trust  Fund  "means the assets of the Plan and Trust as the same
shall exist from time to time.

         1.59  "Vested  "means  the   nonforfeitable   portion  of  any  account
maintained on behalf of a Participant.

         1.60 "Year of  Service  "means the  computation  period of twelve  (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

         For purposes of eligibility for participation,  the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service. The participation  computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee  again  performs an
Hour of Service.  The participation  computation  period shall shift to the Plan
Year which  includes the  anniversary  of the date on which the  Employee  first
performed  an Hour of Service.  An Employee  who is credited  with the  required
Hours of  Service in both the  initial  computation  period (or the  computation
period  beginning  after a 1-Year  Break in  Service)  and the Plan  Year  which
includes the  anniversary of the date on which the Employee  first  performed an
Hour of Service, shall be credited with two (2),Years of Service for purposes of
eligibility to participate.

         For vesting  purposes,  the computation  period shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

         For all other purposes, the computation period shall be the Plan Year.

         Notwithstanding   the   foregoing,   for  any  short  Plan  Year,   the
determination  of whether an Employee has  completed a Year of Service  shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

         Years of Service with Sandia Merabank Mortgage shall be recognized.

         Years of Service with any Affiliated Employer shall be recognized.











                                       13
<PAGE>

                                                         69

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

2.1      TOP HEAVY PLAN REQUIREMENTS

         For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements  of Code Section 416(b) pursuant to Section 6.4 of the Plan and the
special  minimum  allocation  requirements  of Code Section  416(c)  pursuant to
Section 4.4 of the Plan.

2.2      DETERMINATION OF TOP HEAVY STATUS

                  (a) This Plan  shall be a Top Heavy  Plan for any Plan Year in
         which, as of the  Determination  Date, (1) the Present Value of Accrued
         Benefits of Key Employees and (2) the sum of the Aggregate  Accounts of
         Key Employees  under this Plan and all plans of an  Aggregation  Group,
         exceeds sixty  percent  (60%) of the Present Value of Accrued  Benefits
         and the Aggregate  Accounts of all Key and Non-Key Employees under this
         Plan and all plans of an Aggregation Group.

                  If any  Participant  is a Non-Key  Employee for any Plan Year,
         but such  Participant  was a Key Employee for any prior Plan Year, such
         Participant's Present Value of Accrued Benefit and/or Aggregate Account
         balance  shall not be taken into  account for  purposes of  determining
         whether  this Plan is a Top Heavy or Super Top Heavy  Plan (or  whether
         any  Aggregation  Group which includes this Plan is a Top Heavy Group).
         In addition,  if a Participant or Former  Participant has not performed
         any services for any Employer  maintaining  the Plan at any time during
         the five year  period  ending on the  Determination  Date,  any accrued
         benefit for such Participant or Former  Participant  shall not be taken
         into account for the purposes of determining whether this Plan is a Top
         Heavy or Super Top Heavy Plan.

                  (b) This Plan  shall be a Super  Top  Heavy  Plan for any Plan
         Year in which, as of the  Determination  Date, (1) the Present Value of
         Accrued  Benefits  of Key  Employees  and (2) the sum of the  Aggregate
         Accounts  of  Key  Employees  under  this  Plan  and  all  plans  of an
         Aggregation Group, exceeds ninety percent (90%) of the Present Value of
         Accrued  Benefits  and the  Aggregate  Accounts  of all Key and Non-Key
         Employees under this Plan and all plans of an Aggregation Group.

                  (c) Aggregate Account: A Participant's Aggregate Account as of
         the Determination Date is the sum of:

                  (1) his Participant's  Combined Account balance as of the most
                  recent  valuation  occurring within a twelve (12) month period
                  ending on the Determination Date;

                  (2)  an  adjustment  for  any  contributions  due  as  of  the
                  Determination Date. Such adjustment shall be the amount of any
                  contributions  actually made after the valuation  date but due
                  on or before the Determination Date, except for the first Plan


                                       14
<PAGE>

                  Year when such adjustment shall also reflect the amount of any
                  contributions  made  after  the  Determination  Date  that are
                  allocated as of a date in that first Plan Year.

                  (3) any Plan  distributions  made  within  the Plan  Year that
                  includes  the  Determination  Date  or  within  the  four  (4)
                  preceding Plan Years.  However,  in the case of  distributions
                  made after the valuation  date and prior to the  Determination
                  Date, such distributions are not included as distributions for
                  top heavy purposes to the extent that such  distributions  are
                  already  included  in  the  Participant's   Aggregate  Account
                  balance as of the  valuation  date.  Notwithstanding  anything
                  herein  to  the   contrary,   all   distributions,   including
                  distributions made prior to January 1, 1984, and distributions
                  under a  terminated  plan which if it had not been  terminated
                  would have been  required  to be  included  in an  Aggregation
                  Group, will be counted.  Further,  distributions from the Plan
                  (including  the cash value of life  insurance  policies)  of a
                  Participant's  account  balance  because  of  death  shall  be
                  treated as a distribution for the purposes of this paragraph.

                  (4)  any   Employee   contributions,   whether   voluntary  or
                  mandatory.  However,  amounts  attributable  to tax deductible
                  qualified  voluntary  employee   contributions  shall  not  be
                  considered to be a part of the Participant's Aggregate Account
                  balance.

                  (5) with  respect  to  unrelated  rollovers  and  plan-to-plan
                  transfers  (ones which are both  initiated by the Employee and
                  made  from  a  plan  maintained  by  one  employer  to a  plan
                  maintained  by another  employer),  if this Plan  provides the
                  rollovers or plan-to-plan  transfers, it shall always consider
                  such rollovers or plan-to-plan transfers as a distribution for
                  the  purposes  of  this  Section.  If this  Plan  is the  plan
                  accepting such rollovers or plan-to-plan  transfers,  it shall
                  not consider such rollovers or plan-to-plan  transfers as part
                  of the Participant's Aggregate Account balance.

                  (6)  with  respect  to  related   rollovers  and  plan-to-plan
                  transfers  (ones either not  initiated by the Employee or made
                  to a plan  maintained  by the  same  employer),  if this  Plan
                  provides the rollover or plan-to-plan  transfer,  it shall not
                  be counted as a distribution for purposes of this Section.  If
                  this Plan is the plan accepting such rollover or  plan-to-plan
                  transfer,  it shall  consider  such  rollover or  plan-to-plan
                  transfer  as  part  of  the  Participant's  Aggregate  Account
                  balance,  irrespective  of the date on which such  rollover or
                  plan-to-plan transfer is accepted.

                  (7) For the purposes of determining  whether two employers are
                  to be treated as the same  employer in (5) and (6) above,  all
                  employers  aggregated under Code Section 414 (b), (c), (m) and
                  (o) are treated as the same employer.

                  (d)  "Aggregation  Group "means either a Required  Aggregation
         Group or a Permissive Aggregation Group as hereinafter determined.

                                       15
<PAGE>

                  (1) Required  Aggregation  Group:  In  determining  a Required
                  Aggregation  Group  hereunder,  each plan of the  Employer  in
                  which  a Key  Employee  is a  participant  in  the  Plan  Year
                  containing the Determination Date or any of the four preceding
                  Plan Years,  and each other plan of the Employer which enables
                  any  plan in  which a Key  Employee  participates  to meet the
                  requirements  of Code  Sections  401(a)  (4) or  410,  will be
                  required  to be  aggregated.  Such  group  shall be known as a
                  Required Aggregation Group.

                  In the case of a Required  Aggregation Group, each plan in the
                  group  will be  considered  a Top Heavy  Plan if the  Required
                  Aggregation  Group  is a Top  Heavy  Group.  No  plan  in  the
                  Required Aggregation Group will be considered a Top Heavy Plan
                  if the Required Aggregation Group is not a Top Heavy Group.

                  (2)  Permissive  Aggregation  Group:  The  Employer  may  also
                  include  any other plan not  required  to be  included  in the
                  Required  Aggregation  Group,  provided the  resulting  group,
                  taken as a whole,  would continue to satisfy the provisions of
                  Code Sections  401(a)(4) and 410. Such group shall be known as
                  a Permissive Aggregation Group.

                  In the case of a  Permissive  Aggregation  Group,  only a plan
                  that  is  part  of the  Required  Aggregation  Group  will  be
                  considered  a Top  Heavy  Plan if the  Permissive  Aggregation
                  Group  is a  Top  Heavy  Group.  No  plan  in  the  Permissive
                  Aggregation  Group will be  considered a Top Heavy Plan if the
                  Permissive Aggregation Group is not a Top Heavy Group.

                  (3)  only   those   plans  of  the   Employer   in  which  the
                  Determination  Dates fall within the same  calendar year shall
                  be aggregated in order to determine whether such plans are Top
                  Heavy Plans.

                  (4) An Aggregation  Group shall include any terminated plan of
                  the  Employer  if it was  maintained  within the last five (5)
                  years ending on the Determination Date.

                  (e)  "Determination  Date  "means  (a)  the  last  day  of the
         preceding  Plan Year,  or (b) in the case of the first  Plan Year,  the
         last day of such Plan Year.

                  (f) Present Value of Accrued Benefit: In the case of a defined
         benefit plan,  the Present  Value of Accrued  Benefit for a Participant
         other  than a Key  Employee,  shall be as  determined  using the single
         accrual  method  used for all  plans  of the  Employer  and  Affiliated
         Employers,  or if no such single  method  exists,  using a method which
         results in benefits  accruing not more rapidly than the slowest accrual
         rate permitted under Code Section  411(b)(1)(C).  The  determination of
         the Present Value of Accrued Benefit shall be determined as of the most
         recent  valuation  date that  falls  within  or ends with the  12-month
         period  ending on the  Determination  Date  except as  provided in Code

                                       16
<PAGE>

         Section  416 and the  Regulations  thereunder  for the first and second
         plan years of a defined benefit plan.

                  (g) "Top Heavy Group "means an Aggregation  Group in which, as
         of the Determination Date, the sum of:

                  (1) the Present  Value of Accrued  Benefits  of Key  Employees
                  under all defined benefit plans included in the group, and

                  (2) the Aggregate  Accounts of Key Employees under all defined
                  contribution plans included in the group,

                           exceeds   sixty   percent  (60%)  of  a  similar  sum
                  determined for all Participants.

2.3      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                  (a) The Employer  shall be empowered to appoint and remove the
         Trustee and the  Administrator  from time to time as it deems necessary
         for the proper  administration  of the Plan to assure  that the Plan is
         being operated for the exclusive  benefit of the Participants and their
         Beneficiaries  in accordance  with the terms of the Plan, the Code, and
         the Act.

                  (b) The Employer shall establish a "funding policy and method,
         "i.e.,  it shall  determine  whether  the Plan has a short run need for
         liquidity  (e.g.,  to pay benefits) or whether  liquidity is a long run
         goal and  investment  growth (and  stability of same) is a more current
         need, or shall appoint a qualified person to do so. The Employer or its
         delegate  shall  communicate  such needs and goals to the Trustee,  who
         shall  coordinate  such Plan  needs  with its  investment  policy.  The
         communication of such a "funding policy and method "shall not, however,
         constitute  a directive  to the Trustee as to  investment  of the Trust
         Funds.  Such "funding  policy and method "shall be consistent  with the
         objectives  of this  Plan and with the  requirements  of Title I of the
         Act.

                  (c) The Employer shall periodically  review the performance of
         any  Fiduciary  or other  person to whom duties have been  delegated or
         allocated  by it under  the  provisions  of this  Plan or  pursuant  to
         procedures established hereunder.  This requirement may be satisfied by
         formal  periodic  review  by  the  Employer  or by a  qualified  person
         specifically designated by the Employer, through day-to-day conduct and
         evaluation, or through other appropriate ways.

2.4      DESIGNATION OF ADMINISTRATIVE AUTHORITY

         The  Employer  shall  appoint one or more  Administrators.  Any person,
including,  but not limited to, the Employees of the Employer, shall be eligible
to  serve as an  Administrator.  Any  person  so  appointed  shall  signify  his
acceptance by filing written acceptance with the Employer.  An Administrator may
resign by delivering  his written  resignation  to the Employer or be removed by
the Employer by delivery of written notice of removal,  to take effect at a date
specified  therein,  or  upon  delivery  to  the  Administrator  if no  date  is
specified.

                                       17
<PAGE>

         The  Employer,  upon the  resignation  or removal of an  Administrator,
shall  promptly  designate  in  writing a  successor  to this  position.  If the
Employer  does not appoint an  Administrator,  the Employer will function as the
Administrator.

2.5      ALLOCATION AND DELEGATION OF RESPONSIBILITIES

         If  more  than  one  person  is   appointed   as   Administrator,   the
responsibilities  of each  Administrator  may be  specified  by the Employer and
accepted in writing by each Administrator.  In the event that no such delegation
is made by the Employer,  the Administrators  may allocate the  responsibilities
among themselves,  in which event the  Administrators  shall notify the Employer
and the Trustee in writing of such action and  specify the  responsibilities  of
each  Administrator.  The  Trustee  thereafter  shall  accept  and rely upon any
documents  executed  by the  appropriate  Administrator  until  such time as the
Employer or the  Administrators  file with the Trustee a written  revocation  of
such designation.

2.6      POWERS AND DUTIES OF THE ADMINISTRATOR

         The primary  responsibility  of the  Administrator is to administer the
Plan for the  exclusive  benefit of the  Participants  and their  Beneficiaries,
subject to the specific terms of the Plan. The  Administrator  shall  administer
the Plan in accordance with its terms and shall have the power and discretion to
construe  the  terms of the Plan  and to  determine  all  questions  arising  in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons.  The  Administrator may establish  procedures,  correct any defect,
supply any  information,  or reconcile any  inconsistency  in such manner and to
such extent as shall be deemed  necessary  or advisable to carry out the purpose
of  the  Plan;  provided,  however,  that  any  procedure,   discretionary  act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform  principles  consistently  applied and shall be consistent with the
intent  that the Plan shall  continue  to be deemed a  qualified  plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations  issued pursuant thereto.  The  Administrator-shall  have all powers
necessary or appropriate to accomplish his duties under this Plan.

         The  Administrator  shall be  charged  with the  duties of the  general
administration of the Plan, including, but not limited to, the following:

                  (a) the discretion to determine all questions  relating to the
         eligibility  of  Employees  to  participate  or  remain  a  Participant
         hereunder and to receive benefits under the Plan;

                  (b) to compute,  certify,  and direct the Trustee with respect
         to the amount and the kind of benefits to which any  Participant  shall
         be entitled hereunder;

                  (c) to  authorize  and direct the Trustee  with respect to all
         nondiscretionary or otherwise directed disbursements from the Trust;

                  (d) to maintain all necessary  records for the  administration
         of the Plan;

                                       18
<PAGE>

                  (e) to interpret  the  provisions  of the Plan and to make and
         publish such rules for  regulation of the Plan as are  consistent  with
         the terms hereof;

                  (f) to  determine  the  size and  type of any  Contract  to be
         purchased  from any insurer,  and to  designate  the insurer from which
         such Contract shall be purchased;

                  (g) to compute and certify to the  Employer and to the Trustee
         from  time to time the  sums of  money  necessary  or  desirable  to be
         contributed to the Plan;

                  (h) to consult with the Employer and the Trustee regarding the
         short  and  long-term  liquidity  needs of the  Plan in order  that the
         Trustee can exercise any investment  discretion in a manner designed to
         accomplish specific objectives;

                  (i) to prepare and  implement a procedure  to notify  Eligible
         Employees  that they may elect to have a portion of their  Compensation
         deferred or paid to them in cash;

                  (j) to assist any Participant  regarding his rights  benefits,
         or elections available under the Plan.

2.7      RECORDS AND REPORTS

         The  Administrator  shall keep a record of all actions  taken and shall
keep all other books of account,  records,  and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal  Revenue  Service,  Department of Labor,
Participants, Beneficiaries and others as required by law.

2.8      APPOINTMENT OF ADVISERS

         The   Administrator,   or  the   Trustee   with  the   consent  of  the
Administrator, may appoint counsel, specialists,  advisers, and other persons as
the Administrator or the Trustee deems necessary or desirable in connection with
the administration of this Plan.

2.9      INFORMATION FROM EMPLOYER

         To enable the  Administrator  to perform his  functions,  the  Employer
shall supply full and timely  information  to the  Administrator  on all matters
relating to the Compensation of all Participants,  their Hours of Service, their
Years of  Service,  their  retirement,  death,  disability,  or  termination  of
employment, and such other pertinent facts as the Administrator may require; and
the Administrator shall advise the Trustee of such of the foregoing facts as may
be pertinent to the Trustee's duties under the Plan. The  Administrator may rely
upon such  information  as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

2.10     PAYMENT OF EXPENSES

         All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer.  Such expenses shall include any expenses  incident to the

                                       19
<PAGE>

functioning  of the  Administrator,  including,  but  not  limited  to,  fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund.  However,  the  Employer  may  reimburse  the Trust Fund for any
administration expense incurred.

2.11     MAJORITY ACTIONS

         Except  where  there  has  been  an   allocation   and   delegation  of
administrative  authority  pursuant to Section  2.5, if there shall be more than
one  Administrator,  they  shall  act by a  majority  of their  number,  but may
authorize one or more of them to sign all papers on their behalf.

2.12     CLAIMS PROCEDURE

         Claims for  benefits  under the Plan may be filed in  writing  with the
Administrator.  Written notice of the  disposition of a claim shall be furnished
to the claimant  within 90 days after the application is filed. In the event the
claim is denied,  the reasons for the denial shall be specifically  set forth in
the notice in language  calculated to be  understood by the claimant,  pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the  claimant can perfect the claim will be  provided.  In addition,  the
claimant  shall be furnished  with an  explanation  of the Plan's  claims review
procedure.

2.13     CLAIMS REVIEW PROCEDURE

         Any Employee,  former Employee,  or Beneficiary of either, who has been
denied a benefit by a decision of the  Administrator  pursuant  to Section  2.12
shall be entitled to request the Administrator to give further  consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the  Administrator)  a request  for a hearing.  Such  request,  together  with a
written  statement of the reasons why the claimant  believes his claim should be
allowed,  shall be filed  with the  Administrator  no later  than 60 days  after
receipt  of  the  written  notification   provided  for  in  Section  2.12.  The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be  represented by an attorney or any other  representative  of his
choosing and at which the claimant  shall have an  opportunity to submit written
and oral  evidence  and  arguments  in support of his claim.  At the hearing (or
prior  thereto upon 5 business  days written  notice to the  Administrator)  the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter  to attend the  hearing and record the  proceedings.  In such event,  a
complete  written  transcript  of the  proceedings  shall be  furnished  to both
parties by the court  reporter.  The full expense of any such court reporter and
such  transcripts  shall be borne by the party  causing  the court  reporter  to
attend the hearing.  A final  decision as to the allowance of the claim shall be
made by the Administrator  within 60 days of receipt of the appeal (unless there
has been an  extension  of 60 days due to special  circumstances,  provided  the
delay and the  special  circumstances  occasioning  it are  communicated  to the
claimant  within the 60 day period).  Such  communication  shall be written in a
manner  calculated to be  understood by the claimant and shall include  specific
reasons  for  the  decision  and  specific  references  to  the  pertinent  Plan
provisions on which the decision is based.

                                       20
<PAGE>

                                   ARTICLE III
                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY

         Any Eligible  Employee who has  completed six (6) Months of Service and
has attained age 21 shall be eligible to participate hereunder as of the date he
has  satisfied  such  requirements.  The  Employer  shall give each  prospective
Eligible  Employee  written notice of his eligibility to participate in the Plan
prior to the  close of the Plan  Year in  which  he first  becomes  an  Eligible
Employee.

         For purposes of this  Section,  an Eligible  Employee will be deemed to
have  completed six (6) Months of Service if he is in the employ of the Employer
at any time six (6) months after his employment  commencement  date.  Employment
commencement date shall be the first day that he is entitled to be credited with
an Hour of Service for the performance of duty.

3.2      APPLICATION FOR PARTICIPATION

         In order to become a  Participant  hereunder,  each  Eligible  Employee
shall make  application to the Employer for  participation in the Plan and agree
to the terms hereof.  Upon the acceptance of any benefits under this Plan,  such
Employee shall  automatically  be deemed to have made  application  and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

3.3      EFFECTIVE DATE OF PARTICIPATION

         An Eligible  Employee  shall become a  Participant  effective as of the
earlier of the first day of the Plan Year or the first day of the seventh  month
of such Plan Year  coinciding  with or next  following the die such Employee met
the eligibility  requirements  of Section 3.1,  provided said Employee was still
employed  as of such date (or if not  employed  on such date,  as of the date of
rehire if a 1-Year Break in Service has not occurred).

3.4      DETERMINATION OF ELIGIBILITY

         The Administrator  shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination  shall be conclusive and binding upon all persons,  as long as the
same is made  pursuant  to the  Plan and the Act.  Such  determination  shall be
subject to review per Section 2.13.

3.5      TERMINATION OF ELIGIBILITY

                  (a) In the event a Participant  shall go from a classification
         of  an  Eligible  Employee  to  an  ineligible  Employee,  such  Former
         Participant shall continue to vest in his interest in the Plan for each
         Year of Service completed while a noneligible Employee, until such time
         as his Participant's Account shall be forfeited or distributed pursuant
         to the terms of the Plan. Additionally,  his interest in the Plan shall
         continue to share in the earnings of the Trust Fund.

                                       21
<PAGE>

                  (b) In the  event a  Participant  is no  longer a member of an
         eligible class of Employees and becomes  ineligible to participate  but
         has not  incurred  a  1-Year  Break  in  Service,  such  Employee  will
         participate   immediately  upon  returning  to  an  eligible  class  of
         Employees.  If such  Participant  incurs  a 1-Year  Break  in  Service,
         eligibility  will be determined under the break in service rules of the
         Plan.

3.6      OMISSION OF ELIGIBLE EMPLOYEE

         If,  in any Plan  Year,  any  Employee  who  should  be  included  as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution  by his Employer for the year has been made,
the Employer  shall make a subsequent  contribution  with respect to the omitted
Employee  in the amount  which the said  Employer  would have  contributed  with
respect  to him  had he not  been  omitted.  Such  contribution  shall  be  made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

3.7      INCLUSION OF INELIGIBLE EMPLOYEE

         If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously  included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
Employer shall not be entitled to recover the contribution  made with respect to
the ineligible person regardless of whether or not a deduction is allowable with
respect  to such.  contribution.  In such  event,  the amount  contributed  with
respect to the  ineligible  person shall  constitute  a  Forfeiture  (except for
Deferred  Compensation  which shall be distributed to the ineligible person) for
the Plan Year in which the discovery is made.

3.8      ELECTION NOT TO PARTICIPATE

         An  Employee  may,  subject  to the  approval  of the  Employer,  elect
voluntarily not to participate in the Plan. The election not to participate must
be  communicated to the Employer,  in writing,  at least thirty (30) days before
the beginning of a Plan Year.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

         For each Plan Year, the Employer shall contribute to the Plan:

                  (a) The amount of the total salary reduction  elections of all
         Participants  made  pursuant to Section  4.2(a),  which amount shall be
         deemed an Employer's Elective Contribution.

                  (b) On behalf of each  Participant who is eligible to share in
         matching contributions for the Plan Year, a matching contribution equal
         to  25%  of  each  such  Participant's  Deferred  Compensation  plus  a
         discretionary   percentage   of  each   such   Participant's   Deferred
         Compensation,  the exact  percentage to be determined  each year by the

                                       22
<PAGE>

         Employer,  which  amount  shall be  deemed an  Employer's  Non-Elective
         Contribution.

                  (c) On behalf of each  Participant who is eligible to share in
         the  Qualified   Non-Elective   Contribution   for  the  Plan  Year,  a
         discretionary Qualified Non-Elective Contribution equal to a percentage
         of each eligible individual's Compensation,  the exact percentage to be
         determined  each  year  by  the  Employer.   The  Employer's  Qualified
         Non-Elective  Contribution  shall be deemed  an.,.-Employer's  Elective
         Contribution.

                  (d) A discretionary  amount,,  which amount shall be deemed an
         Employer's Non-Elective Contribution.

                  (e)  Notwithstanding  the foregoing,  however,  the Employer's
         contributions  for any Plan Year shall not exceed  the  maximum  amount
         allowable as a deduction to the Employer  under the  provisions of Code
         Section 404. All contributions by the Employer shall be made in cash or
         in such property as is acceptable to the Trustee.

                  (f) Except,  however,  to the extent  necessary to provide the
         top heavy minimum  allocations,  the Employer shall make a contribution
         even if it exceeds the amount  which is  deductible  under Code Section
         404.

4.2      PARTICIPANT'S SALARY REDUCTION ELECTION

                  (a) Each Participant may elect to defer his Compensation which
         would  have  been  received  in the  Plan  Year,  but for the  deferral
         election,  by up to 15%. A deferral  election  (or  modification  of an
         earlier election) may not be made with respect to Compensation which is
         currently available on or before the date the Participant executed such
         election or, if later,  the latest of the date the Employer adopts this
         cash or deferred arrangement, or the date such arrangement first became
         effective.

                  The  amount by which  Compensation  is  reduced  shall be that
         Participant's  Deferred  compensation  and be  treated  as an  Employer
         Elective  Contribution  and  allocated to that  Participant's  Elective
         Account.

                  (b) The balance in each  Participant's  Elective Account shall
         be fully Vested at all times and shall not be subject to Forfeiture for
         any reason.

                  (c) Amounts held in the Participant's Elective Account may not
         be distributable earlier than:

                  (1) a  Participant's  termination  of  employment,  Total  and
                  Permanent Disability, or death;

                  (2) a Participant's attainment of age 59 1/2;

                                       23
<PAGE>

                  (3) the termination of the Plan without the  establishment  or
                  existence of a "successor  plan," as that term is described in
                  Regulation 1.401 (k) -1 (d) (3) ;

                  (4) the date of  disposition by the Employer to an entity that
                  is not an  Affiliated  Employer  of  substantially  all of the
                  assets (within the meaning of Code Section  409(d)(2)) used in
                  a trade or business of such  corporation  if such  corporation
                  continues  to maintain  this Plan after the  disposition  with
                  respect to a  Participant  who continues  employment  with the
                  corporation acquiring such assets;

                  (5) the date of  disposition  by the Employer or an Affiliated
                  Employer  who   maintains  the  Plan  of  its  interest  in  a
                  subsidiary  (within the meaning of Code Section  409(d)(3)) to
                  an entity  which is not an  Affiliated  Employer but only with
                  respect to a Participant  who continues  employment  with such
                  subsidiary; or

                  (6) the proven financial hardship of a Participant, subject to
                  the limitations of Section 6.10.

                  (d) For each Plan Year, a Participant's  Deferred Compensation
         made under this Plan and all other plans,  contracts or arrangements of
         the Employer maintaining this Plan shall not exceed, during any taxable
         year of the Participant, the limitation imposed by Code Section 402(8),
         as in effect at the  beginning  of such  taxable  year.  If such dollar
         limitation is exceeded,  a Participant  will be deemed to have notified
         the Administrator of such excess amount which shall be distributed in a
         manner consistent with 4.2(f).  The dollar limitation shall be adjusted
         annually  pursuant  to the method  provided in Code  Section  415(d) in
         accordance with Regulations.

                  (e) In  the  event  a  Participant  has  received  a  hardship
         distribution  from  his  Participant's  Elective  Account  pursuant  to
         Section 6.10 or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any
         other plan maintained by the Employer,  then such Participant shall not
         be permitted to elect to have Deferred Compensation  contributed to the
         plan on his behalf for a period of twelve  (12)  months  following  the
         receipt of the distribution.  Furthermore,  the dollar limitation under
         Code Section 402(8) shall be reduced, with respect to the Participant's
         taxable  year   following  the  taxable  year  in  which  the  hardship
         distribution  was made,  by the amount of such  Participant's  Deferred
         compensation,  if any,  pursuant  to this  Plan  (and  any  other  plan
         maintained  by the  Employer)  for the  taxable  year  of the  hardship
         distribution.

                  (f) If a Participant's  Deferred  Compensation under this Plan
         together  with  any  elective   deferrals  (as  defined  in  Regulation
         1.402(8)-1(b)) under another qualified cash or deferred arrangement (as
         defined in Code  Section  401(k)),  a simplified  employee  pension (as
         defined in Code Section 408(k)), a salary reduction arrangement (within
         the meaning of Code  Section  3121(a)(5)(D)),  a deferred  compensation
         plan under Code  Section  457,  or a trust  described  in Code  Section

                                       24
<PAGE>

         501(c)(18)  cumulatively  exceed the limitation imposed by Code Section
         402(8) (as adjusted  annually in accordance with the method provided in
         Code Section 415(d)  pursuant to  Regulations)  for such  Participant's
         taxable year, the Participant may, not later than March 1 following the
         close of the  Participant's  taxable year,  notify the Administrator in
         writing of such excess and request that his Deferred Compensation under
         this Plan be reduced by an amount specified by the Participant. In such
         event,  the  Administrator  may direct the Trustee to  distribute  such
         excess amount (and any Income  allocable to such excess  amount) to the
         Participant  not later than the first April 15th following the close of
         the Participant's taxable year.

         Any  distribution  of less than the  entire  amount of Excess  Deferred
         Compensation and Income shall be treated as a pro rata  distribution of
         Excess Deferred  Compensation and Income.  The amount distributed shall
         not exceed the Participant's  Deferred  compensation under the Plan for
         the taxable  year.  Any  distribution  on or before the last day of the
         Participant's   taxable  year  must  satisfy  each  of  the   following
         conditions:

                  (1) the distribution  must be made after the date on which the
                  Plan received the Excess Deferred Compensation;

                  (2) the Participant shall designate the distribution as Excess
                  Deferred Compensation; and

                  (3) the Plan-must designate the distribution as a distribution
                  of Excess Deferred Compensation.

                  Matching   contributions   which  relate  to  Excess  Deferred
         Compensation which is distributed pursuant to this Section 4.2(f) shall
         be forfeited.

                  (g)  Notwithstanding  Section  4.2(f) above,  a  Participant's
         Excess Deferred  Compensation shall be reduced,  but not below zero, by
         any distribution of Excess Contributions pursuant to Section 4.6(a) for
         the  Plan  Year  beginning  with  or  within  the  taxable  year of the
         Participant.

                  (h) At Normal  Retirement  Date,  or such  other date when the
         Participant  shall be  entitled  to receive  benefits,  the fair market
         value of the  Participant's  Elective  Account shall be used to provide
         additional benefits to the Participant or his Beneficiary.

                  (i)  Employer  Elective  Contributions  made  pursuant to this
         Section may be segregated into a separate  account for each Participant
         in a federally  insured  savings  account,  certificate of deposit in a
         bank or savings and loan  association,  money  market  certificate,  or
         other  short-term  debt  security  acceptable to the Trustee until such
         time as the allocations pursuant to Section 4.4 have been made.

                                       25
<PAGE>

                  (j) The Employer and the  Administrator  shall  implement  the
         salary reduction  elections  provided for herein in accordance with the
         following:

                  (1) A Participant may commence  making  elective  deferrals to
                  the Plan only  after  first  satisfying  the  eligibility  and
                  participation  requirements specified in Article III. However,
                  the Participant must make his initial salary deferral election
                  within a  reasonable  time,  not to exceed  thirty  (30) days,
                  after  entering  the Plan  pursuant  to  Section  3.3.  If the
                  Participant  fails to make an initial salary deferral election
                  within such time, then such Participant may thereafter make an
                  election in accordance with the rules governing modifications.
                  The Participant shall make such an election by entering into a
                  written  salary  reduction  agreement  with the  Employer  and
                  filing such  agreement with the  Administrator.  Such election
                  shall  initially  be effective  beginning  with the pay period
                  following the acceptance of the salary reduction  agreement by
                  the Administrator, shall not have retroactive effect and shall
                  remain in force until revoked.

                  (2) A Participant  may modify a prior election during the Plan
                  Year and concurrently  make a new election by filing a written
                  notice with the Administrator  within a reasonable time before
                  the pay period for which such modification is to be effective.
                  However,  modifications  to a salary  deferral  election shall
                  only  be  permitted   quarterly,   during   election   periods
                  established  by the  Administrator  prior to the  first day of
                  each  Plan  Year  quarter.  Any  modification  shall  not have
                  retroactive effect and shall remain in force until revoked.

                  (3) A Participant may elect to prospectively revoke his salary
                  reduction  agreement  in its  entirety  at any time during the
                  Plan Year by providing the Administrator with thirty (30) days
                  written notice of such revocation (or upon such shorter notice
                  period  as  may be  acceptable  to  the  Administrator).  Such
                  revocation  shall become  effective as of the beginning of the
                  first  pay  period  coincident  with  or  next  following  the
                  expiration of the notice period. Furthermore,  the termination
                  of  the   Participant's   employment,   or  the  cessation  of
                  participation  for any  reason,  shall be deemed to revoke any
                  salary   reduction   agreement   then  in  effect,   effective
                  immediately following the close of the pay period within which
                  such termination or cessation occurs.

4.3      TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

         The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including  extensions
of time,  for the  filing of the  Employer's  federal  income tax return for the
Fiscal Year.

         However,  Employer Elective  Contributions  accumulated through payroll
deductions  shall be paid to the Trustee as of the  earliest  date on which such
contributions  can reasonably be segregated from the Employer's  general assets,
but in any event  within  ninety  (90) days from the date on which such  amounts
would  otherwise have been payable to the Participant in cash. The provisions of

                                       26
<PAGE>

Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore,  any additional  Employer  contributions which are allocable to the
Participant's  Elective  Account  for a Plan  Year  shall be paid to the Plan no
later than the twelve-month period immediately  following the close of such Plan
Year.

4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                  (a) The Administrator  shall establish and maintain an account
         in the name of each Participant to which the Administrator shall credit
         as of  each  Anniversary  Date  all  amounts  allocated  to  each  such
         Participant as set forth herein.

                  (b) The  Employer  shall  provide the  Administrator  with all
         information  required by the  Administrator to make a proper allocation
         of the Employer's contributions for each Plan Year. Within a reasonable
         period of time after the date of receipt by the  Administrator  of such
         information,  the  Administrator  shall allocate such  contribution  as
         follows:

                  (1) With respect to the Employer's Elective  Contribution made
                  pursuant to Section  4.1(a),  to each  Participant's  Elective
                  Account in an amount equal to each such Participant's Deferred
                  Compensation for the year.

                  (2) With respect to the Employer's  Non-Elective  Contribution
                  made pursuant to Section 4.1(b), to each Participant's Account
                  in accordance with Section 4.1(b).

                  Any Participant  actively  employed during the Plan Year shall
                  be eligible to share in the matching contribution for the Plan
                  Year.  However,  with  respect to Plan Years  beginning  after
                  December 31, 1989, in lieu of the foregoing, only Participants
                  who are  actively  employed  during  1--he  Plan Year shall be
                  eligible to share in the matching contribution for the year.

                  (3) With  respect  to the  Employer's  Qualified  Non-Elective
                  Contribution   made  pursuant  to  Section  4.1(c),   to  each
                  Participant's  Elective  Account in  accordance  with  Section
                  4.1(c).

                  Only Participants who are actively employed on the last day of
                  the Plan  Year  shall be  eligible  to share in the  Qualified
                  Non-Elective  Contribution for the year. However, with respect
                  to Plan Years  beginning  after  December 31, 1989, in lieu of
                  the foregoing,  only Participants who are actively employed on
                  the last day of the Plan Year  shall be  eligible  to share in
                  the Qualified Non-Elective Contribution for the year.

                  (4) With respect to the Employer's  Non-Elective  contribution
                  made pursuant to Section 4.1(d), to each Participant's Account
                  in  the  same   proportion   that  each   such   Participant's
                  Compensation  for the year bears to the total  Compensation of
                  all Participants for such year.

                                       27
<PAGE>

                  Only Participants who are actively employed on the last day of
                  the Plan Year shall be eligible to share in the  discretionary
                  contribution for the year. However, with respect to Plan Years
                  beginning  after  December 31, 1989, in lieu of the foregoing,
                  only Participants who are actively employed on the last day of
                  the Plan Year shall be eligible to share in the  discretionary
                  contribution for the year.

                  (c) As of each  Anniversary  Date  any  amounts  which  became
         Forfeitures  since  the  last  Anniversary  Date  shall  first  be made
         available to reinstate  previously forfeited account balances of Former
         Participants,  if  any,  in  accordance  with  section  6.4(e)(2).  The
         remaining  Forfeitures,  if any,  shall be allocated  to  Participants'
         Accounts in the following manner:

                  (1)   Forfeitures    attributable    to   Employer    matching
                  contributions   made  pursuant  to  Section  4.1(b)  shall  be
                  allocated  among  the  Participants'   Accounts  in  the  same
                  proportion that each such  Participant's  Compensation for the
                  year bears to the total  Compensation of all  Participants for
                  the year.

                           Except, however, Participants who are not eligible to
                  share in  matching  contributions  (whether  or not a deferral
                  election was made or suspended pursuant to Section 4.2(e)) for
                  a Plan Year shall not share in Plan  Forfeitures  attributable
                  to Employer matching contributions for that year.

                  (2)  Forfeitures   attributable   to  Employer   discretionary
                  contributions   made  pursuant  to  Section  4.1(d)  shall  be
                  allocated  among the  Participants'  Accounts of  Participants
                  otherwise eligible to share in the allocation of discretionary
                  contributions  for the year in the same  proportion  that each
                  such  Participant's  Compensation  for the  year  bears to the
                  total compensation of all such Participants for the year.

                           Provided,  however,  that in the event the allocation
                  of  Forfeitures   provided  herein  shall  cause  the  "annual
                  addition  "(as  defined in Section  4.9) to any  Participant's
                  Account to exceed the amount allowable by the Code, the excess
                  shall be reallocated in accordance with Section 4.10.

                  (d) For any Top  Heavy  Plan  Year,  Employees  not  otherwise
         eligible to share in the allocation of contributions and Forfeitures as
         provided above,  shall receive the minimum  allocation  provided for in
         Section  4.4(g) if  eligible  pursuant  to the  provisions  of  Section
         4.4(i).

                  (e) Participants who are not actively employed on the last day
         of the  Plan  Year  due to  Retirement  (Normal  or  Late),  Total  and
         Permanent  Disability  or  death  shall  share  in  the  allocation  of
         contributions  and  Forfeitures  for that Plan  Year only if  otherwise
         eligible in accordance with this Section.

                                       28
<PAGE>

                  (f) As of each  Anniversary  Date  or  other  valuation  date,
         before one-half of the current  valuation period allocation of Employer
         contributions  and after  allocation  of  Forfeitures,  any earnings or
         losses (net  appreciation or net  depreciation) of the Trust Fund shall
         be allocated in the same proportion that each  Participant's and Former
         Participant's   nonsegregated   accounts  bear  to  the  total  of  all
         Participants'  and Former  Participants'  nonsegregated  accounts as of
         such date.

                  Participants'  transfers from other  qualified plans deposited
         in the general  Trust Fund shall share in any  earnings and losses (net
         appreciation or net  depreciation) of the Trust Fund in the same manner
         provided  above.  Each  segregated  account  maintained  on behalf of a
         Participant shall be credited or charged with its separate earnings and
         losses.

                  (g)  Minimum  Allocations  Required  for Top Heavy Plan Years:
         Notwithstanding the foregoing,  for any Top Heavy Plan Year, the sum of
         the  Employer's   contributions   and  Forfeitures   allocated  to  the
         Participant's  Combined  Account of each Employee  shall be equal to at
         least three percent (3%) of such Employee's "415 Compensation "(reduced
         by contributions and forfeitures, if any, allocated to each Employee in
         any defined  contribution  plan  included  with this plan in a Required
         Aggregation  Group).   However,  if  (1)  the  sum  of  the  Employer's
         contributions and Forfeitures  allocated to the Participant's  Combined
         Account of each Key  Employee for such Top Heavy Plan Year is less than
         three percent (3%) of each Key Employee's  "415  Compensation  "and (2)
         this Plan is not  required to be included  in an  Aggregation  Group to
         enable a defined benefit plan to meet the  requirements of Code Section
         401(a)(4)  or  410,  the  sum  of  the  Employer's   contributions  and
         Forfeitures  allocated to the  Participant's  Combined  Account of each
         Employee  shall be equal to the  largest  percentage  allocated  to the
         Participant's  Combined  Account  of  any  Key  Employee.  However,  in
         determining  whether a  Non-Key  Employee  has  received  the  required
         minimum allocation,  such Non-Key Employee's Deferred  Compensation and
         matching  contributions  needed to  satisfy  the  "Actual  Contribution
         Percentage  "tests  pursuant to Section  4.7(a) shall not be taken into
         account.

                  However,  no such minimum allocation shall be required in this
         Plan for any Employee who participates in another defined  contribution
         plan subject to Code Section 412 providing such benefits  included with
         this Plan in a Required Aggregation Group.

                  (h) For purposes of the minimum  allocations  set forth above,
         the percentage  allocated to the Participant's  Combined Account of any
         Key Employee  shall be equal to the ratio of the sum of the  Employer's
         contributions and Forfeitures  allocated on behalf of such Key Employee
         divided by the "415 Compensation "for such Key Employee.

                  (i) For any Top Heavy Plan Year, the minimum  allocations  set
         forth above shall be allocated to the Participant's Combined Account of
         all Employees who are Participants and who are employed by the Employer
         on the last  day of the Plan  Year,  including  Employees  who have (1)
         failed  to  complete  a Year  of  Service;  and  (2)  declined  to make

                                       29
<PAGE>

         mandatory  contributions  (if  required)  or,  in the case of a cash or
         deferred arrangement, elective contributions to the Plan.

                  (j) For the purposes of this Section, "415 Compensation "shall
         be limited to $200,000.  Such amount shall be adjusted at the same time
         and in the same manner as permitted under Code Section  415(d),  except
         that the dollar  increase in effect on January 1 of any  calendar  year
         shall be  effective  for the Plan Year  beginning  with or within  such
         calendar year and the first adjustment to the $200,000 limitation shall
         be  effective  on  January  1,  1990.  For any short Plan Year the "415
         Compensation  "limit shall be an amount equal to the "415  Compensation
         "limit for the calendar  year in which the Plan Year begins  multiplied
         by the ratio  obtained  by  dividing  the number of full  months in the
         short Plan Year by twelve (12).

                  (k)   Notwithstanding   anything   herein  to  the   contrary,
         Participants  who terminated  employment for any reason during the Plan
         Year shall  share in the  salary  reduction  contributions  made by the
         Employer  for the year of  termination  without  regard to the Hours of
         Service credited.

                  (l) If a  Former  Participant  is  reemployed  after  five (5)
         consecutive  1-Year Breaks in Service,  then separate accounts shall be
         maintained as follows:

                  (1) one account for  nonforfeitable  benefits  attributable to
                  pre-break service; and

                  (2)  one   account   representing   his  status  in  the  Plan
                  attributable to post-break service.

                  (m)  Notwithstanding  anything to the  contrary,  if this is a
         Plan  that  would  otherwise  fail to  meet  the  requirements  of Code
         Sections  401(a)(26),  410(b)(1) or 410(b)(2)(A)(i) and the Regulations
         thereunder because Employer  contributions  would not be allocated to a
         sufficient  number or percentage of Participants  for a Plan Year, then
         the following rules shall apply:

                  (1)  The  group  of  Participants  eligible  to  share  in the
                  Employer's  contribution  and  Forfeitures  for the Plan  Year
                  shall  be  expanded   to  include   the   minimum   number  of
                  Participants  who  would  not  otherwise  be  eligible  as are
                  necessary to satisfy the applicable test specified  above. The
                  specific  Participants  who shall  become  eligible  under the
                  terms  of this  paragraph  shall  be  those  who are  actively
                  employed on the last day of the Plan Year and,  when  compared
                  to  similarly  situated   Participants,   have  completed  the
                  greatest number of Hours of Service in the Plan Year.

                  (2)  If  after   application  of  paragraph  (1)  above,   the
                  applicable  test is still  not  satisfied,  then the  group of
                  Participants eligible to share in the Employer's  contribution
                  and Forfeitures for the Plan Year shall be further expanded to
                  include  the  minimum  number  of  Participants  who  are  not
                  actively  employed  on the last  day of the  Plan  Year as are
                  necessary  to  satisfy  the  applicable   test.  The  specific

                                       30
<PAGE>

                  Participants who shall become eligible to share shall be those
                  Participants,    when    compared   to   similarly    situated
                  Participants,  who have completed the greatest number of Hours
                  of Service in the Plan Year before terminating employment.

                  (3) Nothing in this Section  shall  permit the  reduction of a
                  Participant's accrued benefit. Therefore any amounts that have
                  previously   been  allocated  to   Participants   may  not  be
                  reallocated to satisfy these requirements.  In such event, the
                  Employer  shall make an additional  contribution  equal to the
                  amount such affected Participants would have received had they
                  been  included  in the  allocations,  even if it  exceeds  the
                  amount which would be  deductible  under Code Section 404. Any
                  adjustment to the allocations pursuant to this paragraph shall
                  be considered a retroactive  amendment adopted by the last day
                  of the Plan Year.

4.5      ACTUAL DEFERRAL PERCENTAGE TESTS

                  (a) Maximum Annual Allocation:  For each Plan Year, the annual
         allocation   derived  from  Employer   Elective   Contributions   to  a
         Participant's  Elective  Account  shall  satisfy  one of the  following
         tests:

                  (1)  The   "Actual   Deferral   Percentage   "for  the  Highly
                  Compensated  Participant  group  shall  not be more  than  the
                  "Actual-Deferral  Percentage  "of the  Non-Highly  Compensated
                  Participant group multiplied by 1.25, or

                  (2) The excess of the  "Actual  Deferral  Percentage  "for the
                  Highly Compensated Participant group over the "Actual Deferral
                  Percentage "for the Non-Highly  Compensated  Participant group
                  shall not be more than two  percentage  points.  Additionally,
                  the "Actual  Deferral  Percentage "for the Highly  Compensated
                  Participant  group  shall  not  exceed  the  "Actual  Deferral
                  Percentage "for the Non-Highly  Compensated  Participant group
                  multiplied by 2. The provisions of Code Section  401(k)(3) and
                  Regulation 1.401(k)-1(b) are incorporated herein by reference.

                  However,   in  order  to  prevent  the  multiple  use  of  the
                  alternative  method described in (2) above and in Code Section
                  401(m)(9)(A),  any Highly Compensated  Participant eligible to
                  make  elective  deferrals  pursuant to Section 4.2 and to make
                  Employee  contributions or to receive  matching  contributions
                  under  this  Plan or under any other  plan  maintained  by the
                  Employer  or an  Affiliated  Employer  shall  have his  actual
                  contribution ratio reduced pursuant to Regulation  1.401(m)-2,
                  the provisions of which are incorporated herein by reference.

                  (b)  For  the  purposes  of  this  Section  "Actual   Deferral
         Percentage "means,  with respect to the Highly Compensated  Participant
         group and Non-Highly Compensated Participant group for a Plan Year, the
         average of the ratios,  calculated  separately for each  Participant in
         such group, of the amount of Employer Elective Contributions  allocated

                                       31
<PAGE>

         to each  Participant's  Elective  Account  for such Plan Year,  to such
         Participant's  "414(s)  Compensation  "for such Plan  Year.  The actual
         deferral ratio for each Participant and the "Actual Deferral Percentage
         "for each group shall be calculated to the nearest one-hundredth of one
         percent.  Employer Elective Contributions  allocated to each Non-Highly
         Compensated  Participant's  Elective Account shall be reduced by Excess
         Deferred  Compensation to the extent such excess amounts are made under
         this Plan or any other plan maintained by the Employer.

                  (c) For the purpose of determining  the actual  deferral ratio
         of a Highly  Compensated  Employee who is subject to the Family  Member
         aggregation rules of Code Section 414(q)(6) because such Participant is
         either a "five  percent  owner "of the  Employer or one of the ten (10)
         Highly  Compensated  Employees  paid  the  greatest  "415  Compensation
         "during the year, the following shall apply:

                  (1) The combined  actual  deferral ratio for the. family group
                  (which shall be treated as one Highly Compensated Participant)
                  shall  be  determined   by   aggregating   Employer   Elective
                  Contributions  and  "414  (s)  Compensation  "of all  eligible
                  Family Members  (including Highly  Compensated  Participants).
                  However,   in   applying   the   $200,000   limit  to  "414(s)
                  Compensation,  "Family Members shall include only the affected
                  Employee's  spouse  and any  lineal  descendants  who have not
                  attained age 19 before the close of the Plan Year.

                  (2)  The   Employer   Elective   contributions   and   "414(s)
                  Compensation  "of all Family Members shall be disregarded  for
                  purposes of determining  the "Actual  Deferral  Percentage "of
                  the  Non-Highly  Compensated  Participant  group except to the
                  extent taken into account in paragraph (1) above.

                  (3) If a Participant  is required to be aggregated as a member
                  of more than one family group in a plan, all  Participants who
                  are  members  of  those   family   groups  that   include  the
                  Participant  are  aggregated as one family group in accordance
                  with paragraphs (1) and (2) above.

                  (d) For the  purposes  of  Sections  4.5(a)  and 4.6, a Highly
         Compensated Participant and a Non-Highly Compensated -Participant shall
         include any Employee  eligible to make a deferral  election pursuant to
         Section  4.2,  whether  or not  such  deferral  election  was  made  or
         suspended pursuant to Section 4.2.

                  (e) For the purposes of this Section and Code Sections 401 (a)
         (4),  410 (b) and 401 (k), if two or more plans which  include  cash or
         deferred  arrangements are considered one plan for the purposes of Code
         Section  401 (a) (4) or 410 (b) (other  than Code  Section  410 (b) (2)
         (A)(ii)),  the cash or  deferred  arrangements  included  in such plans
         shall be treated as one arrangement.  In addition,  two or more cash or
         deferred  arrangements  may be considered as a single  arrangement  for
         purposes of determining  whether or not such arrangements  satisfy Code
         Sections  401(a) (4),  410(b) and 401(k).  In such a case,  the cash or

                                       32
<PAGE>

         deferred  arrangements  included in such plans and the plans  including
         such  arrangements  shall be treated as one arrangement and as one plan
         for purposes of this Section and Code Sections 401 (a) (4), 410 (b) and
         401(k).  Plans may be aggregated  under this paragraph (e) only if they
         have the same plan year.

                  Notwithstanding  the above,  an employee stock  ownership plan
         described in Code Section 4975 (e) (7) or 409 may not be combined  with
         this Plan for  purposes  of  determining  whether  the  employee  stock
         ownership  plan or this Plan  satisfies  this Section and Code Sections
         401(a)(4), 410(b) and 401(k).

                  (f) For the purposes of this Section,  if a Highly Compensated
         Participant  is a  Participant  under  two or  more  cash  or  deferred
         arrangements  (other than a cash or deferred  arrangement which is part
         of an  employee  stock  ownership  plan  as  defined  in  Code  Section
         4975(e)(7) or 409) of the Employer or an Affiliated Employer,  all such
         cash or deferred  arrangements shall be treated as one cash or deferred
         arrangement  for the purpose of determining  the actual  deferral ratio
         with respect to such Highly Compensated  Participant.  However,  if the
         cash or deferred arrangements have different plan years, this paragraph
         shall be applied by treating all cash or deferred  arrangements  ending
         with or within the same calendar year as a single arrangement.

4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

         In the event that the initial  allocations of the  Employer's  Elective
Contributions  made  pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a),  the  Administrator  shall adjust Excess  Contributions
pursuant to the options set forth below:

                  (a)  On or  before  the  fifteenth  day  of  the  third  month
         following the end of each Plan Year, the Highly Compensated Participant
         having the  highest  actual  deferral  ratio  shall have his portion of
         Excess  Contributions  distributed  to him  until  one of the tests set
         forth in Section  4.5(a) is  satisfied,  or until his  actual  deferral
         ratio  equals  the  actual  deferral  ratio of the  Highly  Compensated
         Participant  having the second  highest  actual  deferral  ratio.  This
         process  shall  continue  until one of the  tests set forth in  Section
         4.5(a) is  satisfied.  For each  Highly  Compensated  Participant,  the
         amount of Excess  Contributions is equal to the Elective  Contributions
         on behalf of such Highly Compensated  Participant  (determined prior to
         the  application  of this  paragraph)  minus the amount  determined  by
         multiplying the Highly Compensated  Participant's actual deferral ratio
         (determined  after  application  of  this  paragraph)  by  his  "414(s)
         Compensation.   "However,   in   determining   the   amount  of  Excess
         Contributions  to be  distributed  with  respect to an affected  Highly
         Compensated  Participant  as  determined  herein,  such amount shall be
         reduced by any Excess Deferred Compensation  previously  distributed to
         such  affected  Highly  Compensated  Participant  for his taxable  year
         ending with or within such Plan Year.

                  (1) With respect to the  distribution of Excess  Contributions
                  pursuant to (a) above, such distribution:

                                       33
<PAGE>


                           (i) may be postponed  but not later than the close of
                           the Plan Year  following  the Plan Year to which they
                           are allocable;

                           (ii) shall cause matching  contributions which relate
                           to such Deferred Compensation to be forfeited;

                           (iii)  shall  be  made  from  Qualified  Non-Elective
                           Contributions   only  to  the  extent   that   Excess
                           Contributions exceed the balance in the Participant's
                           Elective    Account    attributable    to    Deferred
                           Compensation;

                           (iv) shall be adjusted for Income; and

                           (v)  shall  be   designated  by  the  Employer  as  a
                           distribution of Excess Contributions (and Income).

                  (2) Any  distribution of less than the entire amount of Excess
                  Contributions  shall be treated as a pro rata  distribution of
                  Excess Contributions and Income.

                  (3) The determination  and correction of Excess  Contributions
                  of a Highly  Compensated  Participant  whose  actual  deferral
                  ratio is determined under the family  aggregation  rules shall
                  be  accomplished  by  reducing  the actual  deferral  ratio as
                  required herein,  and the Excess  Contributions for the family
                  unit  shall  then be  allocated  among the  Family  Members in
                  proportion to the Elective Contributions of each Family Member
                  that were  combined to  determine  the group  actual  deferral
                  ratio.

                  (b) Within  twelve (12) months after the end of the Plan Year,
         the Employer may make a special Qualified Non-Elective  Contribution on
         behalf of Non-Highly  Compensated  Participants in an amount sufficient
         to  satisfy  one of  the  tests  set  forth  in  Section  4.5(a).  Such
         contribution  shall be allocated to the Participant's  Elective Account
         of each Non-Highly Compensated  Participant in the same proportion that
         each Non-Highly  Compensated  Participant's  Compensation  for the year
         bears  to  the  total   Compensation  of  all  Non-Highly   Compensated
         Participants.

                  (c) If during a Plan Year the  projected  aggregate  amount of
         Elective  contributions  to be  allocated  to  all  Highly  Compensated
         Participants under this Plan would, by virtue of the tests set forth in
         Section  4.5(a),   cause  the  Plan  to  fail  such  tests,   then  the
         Administrator may automatically reduce  proportionately or in the order
         provided  in  Section   4.6(a)   each   affected   Highly   Compensated
         Participant's  deferral  election  made  pursuant  to Section 4.2 by an
         amount  necessary  to  satisfy  one of the tests  set forth in  Section
         4.5(a).

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS

                  (a)  The  "Actual  Contribution  Percentage  "for  the  Highly
         Compensated Participant group shall not exceed the greater of:

                                       34
<PAGE>

                  (1)  125  percent  of  such   percentage  for  the  Non-Highly
                  Compensated Participant group; or

                  (2) the  lesser  of 200  percent  of such  percentage  for the
                  Non-Highly  Compensated  Participant group, or such percentage
                  for  the  Non-Highly  Compensated  Participant  group  plus  2
                  percentage points. However, to prevent the multiple use of the
                  alternative  method  described  in  this  paragraph  and  Code
                  Section  401(m)(9)(A),   any  Highly  Compensated  Participant
                  eligible to make elective deferrals pursuant to Section 4.2 or
                  any  other  cash or  deferred  arrangement  maintained  by the
                  Employer  or an  Affiliated  Employer  and  to  make  Employee
                  contributions or to receive matching  contributions under this
                  Plan or under any other plan  maintained by the Employer or an
                  Affiliated  Employer shall have his actual  contribution ratio
                  reduced pursuant to Regulation  1.401(m)-2.  The provisions of
                  code  Section  401(m)  and   Regulations   1.401(m)-1(b)   and
                  1.401(m)-2 are incorporated herein by reference.

                  (b) For the purposes of this Section and Section 4.8,  "Actual
         Contribution  Percentage  "for a Plan Year means,  with  respect to the
         Highly  Compensated   Participant  group  and  Non-Highly   Compensated
         Participant group, the average of the ratios (calculated separately for
         each Participant in each group) of:

                  (1) the sum of Employer matching  contributions  made pursuant
                  to Section 4.1(b) on behalf of each such  Participant for such
                  Plan Year; to

                  (2) the  Participant's  "414(s)  Compensation  "for  such Plan
                  Year.

                  (c) For  purposes  of  determining  the  "Actual  Contribution
         Percentage "and the amount of Excess Aggregate  Contributions  pursuant
         to Section  4.8(d),  only Employer  matching  contributions  (excluding
         Employer matching  contributions  forfeited pursuant to Sections 4.2(f)
         and 4.6(a)(1) or forfeited  pursuant to Section 4.8(a))  contributed to
         the  Plan  prior  to the  end of the  succeeding  Plan  Year  shall  be
         considered.  In  addition,  the  Administrator  may  elect to take into
         account,  with respect to Employees  eligible to have Employer matching
         contributions  pursuant to Section 4.1(b)  allocated to their accounts,
         elective  deferrals  (as  defined  in  Regulation   1.402(g)-1(b))  and
         qualified  non-elective  contributions  (as  defined  in  Code  Section
         401(m)(4)(C))  contributed to any plan maintained by the Employer. Such
         elective deferrals and qualified  non-elective  contributions  shall be
         treated  as  Employer  matching  contributions  subject  to  Regulation
         1.401(m)-1(b)(5)  which is incorporated  herein by reference.  However,
         the Plan  Year  must be the same as the plan  year of the plan to which
         the elective deferrals and the qualified non-elective contributions are
         made.

                  (d) For the purpose of  determining  the actual ' contribution
         ratio of a Highly  Compensated  Employee  who is  subject to the Family
         Member  aggregation  rules  of  Code  Section  414(q)(6)  because  such
         Employee is either a "five percent owner "of the Employer or one of the

                                       35
<PAGE>

         ten  (10)  Highly   Compensated   Employees   paid  the  greatest  "415
         Compensation "during the year, the following shall apply:

                  (1) The  combined  actual  contribution  ratio for the  family
                  group  (which  shall  be  treated  as one  Highly  Compensated
                  Participant)  shall  be  determined  by  aggregating  Employer
                  matching  contributions  made  pursuant to Section  4.1(b) and
                  "414(s)   Compensation   "of  all  eligible   Family   Members
                  (including  Highly  Compensated  Participants).   However,  in
                  applying the $200,000 limit to "414(s)  Compensation",  Family
                  Members shall include only the affected  Employee's spouse and
                  any lineal descendants who have not attained age 19 before the
                  close of the Plan Year.

                  (2) The  Employer  matching  contributions  made  pursuant  to
                  Section 4.1(b) and "414(s) Compensation "of all Family Members
                  shall be disregarded  for purposes of determining  the "Actual
                  Contribution   Percentage  "of  the   Non-Highly   Compensated
                  Participant  group  except to the extent taken into account in
                  paragraph (1) above.

                  (3) If a Participant  is required to be aggregated as a member
                  of more than one family group in a plan, all  Participants who
                  are  members  of  those   family   groups  that   include  the
                  Participant  are  aggregated as one family group in accordance
                  with paragraphs (1) and (2) above.

                  (e) For purposes of this Section and Code Sections  401(a)(4),
         410(b)  and  401(m),  if two or more  plans  of the  Employer  to which
         matching contributions,  Employee contributions,  or both, are made are
         treated as one plan for purposes of Code  Sections  401(a)(4) or 410(b)
         (other   than  the   average   benefits   test   under   Code   Section
         410(b)(2)(A)(ii)),  such  plans  shall  be  treated  as  one  plan.  In
         addition,  two  or  more  plans  of  the  Employer  to  which  matching
         contributions,  Employee  contributions,  or  both,  are  made  may  be
         considered as a single plan for purposes of determining  whether or not
         such plans satisfy Code Sections 401(a)(4),  410(b) and 401(m). In such
         a case,  the  aggregated  plans  must  satisfy  this  Section  and Code
         Sections  401(a)(4),  410(b) and 401(m) as though such aggregated plans
         were a single plan.  Plans may be aggregated  under this  paragraph (e)
         only if they have the same plan year.

                  Notwithstanding  the above,  an employee stock  ownership plan
         described in Code Section  4975(e)(7) or 409 may not be aggregated with
         this Plan for  purposes  of  determining  whether  the  employee  stock
         ownership  plan or this Plan  satisfies  this Section and Code Sections
         401(a)(4), 410(b) and 401(m).

                  (f) If a Highly Compensated Participant is a Participant under
         two or more plans  (other  than an  employee  stock  ownership  plan as
         defined in Code Section  4975(e)(7) or 409) which are maintained by the
         Employer or an  Affiliated  Employer to which  matching  contributions,
         Employee  contributions,  or both, are made, all such  contributions on
         behalf of such Highly  Compensated  Participant shall be aggregated for
         purposes of determining such Highly  Compensated  Participant's  actual

                                       36
<PAGE>

         contribution  ratio.  However,  if the plans have different plan years,
         this  paragraph  shall be applied by treating  all plans ending with or
         within the same calendar year as a single plan.

                  (g)  For  purposes  of  Sections  4.7(a)  and  4.8,  a  Highly
         Compensated  Participant and Non-Highly  Compensated  Participant shall
         include any Employee eligible to have Employer  matching  contributions
         pursuant to Section 4.1(b) (whether or not a deferral election was made
         or suspended  pursuant to Section 4.2(e))  allocated to his account for
         the Plan Year.

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                  (a) In the event that the "Actual Contribution Percentage "for
         the  Highly   Compensated   Participant   group   exceeds  the  "Actual
         Contribution  Percentage  "for the Non-Highly  Compensated  Participant
         group pursuant to Section 4.7(a),  the  Administrator (on or before the
         fifteenth  day of the third month  following  the end of the Plan Year,
         but in no event later than the close of the following  Plan Year) shall
         direct the Trustee to distribute to the Highly Compensated  Participant
         having the highest  actual  contribution  ratio,  his Vested portion of
         Excess   Aggregate   Contributions   (and  Income   allocable  to  such
         contributions)  and, if  forfeitable,  forfeit such  non-Vested  Excess
         Aggregate Contributions attributable to Employer matching contributions
         (and Income  allocable  to such  forfeitures)  until  either one of the
         tests set forth in  Section  4.7(a) is  satisfied,  or until his actual
         contribution  ratio equals the actual  contribution ratio of the Highly
         Compensated  Participant having the second highest actual  contribution
         ratio.  This process shall continue until one of the tests set forth in
         Section 4.7(a) is satisfied.

                  (b) Any distribution and/or forfeiture of less than the entire
         amount of Excess Aggregate  Contributions (and Income) shall be treated
         as a pro  rata  distribution  and/or  forfeiture  of  Excess  Aggregate
         Contributions   and   Income.    Distribution   of   Excess   Aggregate
         Contributions  shall be designated by the Employer as a distribution of
         Excess  Aggregate  Contributions  (and Income).  Forfeitures  of Excess
         Aggregate  Contributions  shall be treated in  accordance  with Section
         4.4.  However,  no  such  forfeiture  may  be  allocated  to  a  Highly
         Compensated  Participant  whose  contributions  are reduced pursuant to
         this Section.

                  (c)  Excess  Aggregate   Contributions,   including  forfeited
         matching contributions,  shall be treated as Employer contributions for
         purposes  of Code  Sections  404 and 415 even if  distributed  from the
         Plan.

                  Forfeited  matching  contributions  that  are  reallocated  to
         Participants' Accounts for the Plan Year in which the forfeiture occurs
         shall be treated as an "annual addition "pursuant to Section 4.9(b) for
         the  Participants  to whose Accounts they are  reallocated  and for the
         Participants from whose Accounts they are forfeited.

                                       37
<PAGE>

                  (d) For each  Highly  Compensated  Participant,  the amount of
         Excess  Aggregate  Contributions  is  equal  to the  Employer  matching
         contributions  made  pursuant  to  Section  4.1(b)  and  Any  qualified
         non-elective  contributions  or elective  deferrals  taken into account
         pursuant  to  Section  4.7(c)  on  behalf  of  the  Highly  Compensated
         Participant  (determined  prior to the  application of this  paragraph)
         minus the amount  determined  by  multiplying  the  Highly  Compensated
         Participant's  actual  contribution ratio (determined after application
         of  this   paragraph)   by  his  "414(s)   Compensation.   "The  actual
         contribution ratio must be rounded to the nearest  one-hundredth of one
         percent.  In no case shall the amount of Excess Aggregate  Contribution
         with respect to any Highly Compensated Participant exceed the amount of
         Employer matching contributions made pursuant to Section 4.1(b) and any
         qualified  non-elective  contributions or elective deferrals taken into
         account pursuant to Section 4.7(c) on behalf of such Highly Compensated
         Participant for such Plan Year.

                  (e)  The  determination  of the  amount  of  Excess  Aggregate
         Contributions  with  respect to any Plan Year shall be made after first
         determining  the  Excess  contributions,  if  any,  to  be  treated  as
         voluntary Employee contributions due to recharacterization for the plan
         year of any other qualified cash or deferred arrangement (as defined in
         code  Section  401(k))  maintained  by the  Employer  that ends with or
         within the Plan Year.

                  (f) If the  determination  and correction of Excess  Aggregate
         Contributions  of  a  Highly   Compensated   Participant  whose  actual
         contribution  ratio is determined under the family  aggregation  rules,
         then the actual  contribution  ratio  shall be  reduced  and the Excess
         Aggregate  Contributions  for the family unit shall be allocated  among
         the  Family  Members  in  proportion  to the sum of  Employer  matching
         contributions  made  pursuant  to  Section  4.1(b)  and  any  qualified
         non-elective  contributions  or elective  deferrals  taken into account
         pursuant to Section  4.7(c) of each Family Member that were combined to
         determine the group actual contribution ratio.

                  (g) If during a Plan Year the  projected  aggregate  amount of
         Employer   matching   contributions  to  be  allocated  to  all  Highly
         Compensated  Participants under this Plan would, by virtue of the tests
         set forth in Section  4.7(a),  cause the Plan to fail such tests,  then
         the Administrator may automatically  reduce  proportionately  or in the
         order  provided in Section  4.8(a)  each  affected  Highly  Compensated
         Participant's  projected  share  of  such  contributions  by an  amount
         necessary to satisfy one of the tests set forth in Section 4.7(a).

                  (h) Notwithstanding the above, within twelve (12) months after
         the end of the Plan Year,  the  Employer  may make a special  Qualified
         Non-Elective   Contribution   on  behalf  of   Non-Highly   Compensated
         Participants  in an amount  sufficient  to satisfy one of the tests set
         forth in Section 4.7(a).  Such  contribution  shall be allocated to the
         Participant's   Elective   Account  of  each   Non-Highly   Compensated
         Participant in the same  proportion  that each  Non-Highly  Compensated
         Participant's Compensation for the year bears to the total Compensation

                                       38
<PAGE>

         of all Non-Highly Compensated Participants. A separate accounting shall
         be maintained for the purpose of excluding such  contributions from the
         "Actual Deferral Percentage "tests pursuant to Section 4.5(a).

4.9      MAXIMUM ANNUAL ADDITIONS

                  (a)  Notwithstanding   the  foregoing,   the  maximum  "annual
         additions  "credited to a  Participant's  accounts for any  "limitation
         year  "shall  equal  the  lesser  of:  (1)  $30,000  (or,  if  greater,
         one-fourth  of the  dollar  limitation  in effect  under  Code  Section
         415(b)(1)(A))  or (2)  twenty-five  percent (25%) of the  Participant's
         "415   Compensation   "for  such  "limitation   year.  "For  any  short
         "limitation  year, "the dollar limitation in (1) above shall be reduced
         by a fraction,  the  numerator of which is the number of full months in
         the  short  "limitation  year "and the  denominator  of which is twelve
         (12).

                  (b) For purposes of applying the  limitations  of Code Section
         415,  "annual  additions  "means the sum  credited  to a  Participant's
         accounts for any "limitation year "of (1) Employer  contributions,  (2)
         Employee contributions,  (3) forfeitures,  (4) amounts allocated, after
         March 31, 1984, to an individual  medical  account,  as defined in Code
         Section 415(1)(2) which is part of a pension or annuity plan maintained
         by the Employer  and (5) amounts  derived  from  contributions  paid or
         accrued  after  December 31, 1985,  in taxable  years ending after such
         date,  which  are  attributable  to  post-retirement  medical  benefits
         allocated to the separate account of a key employee (as defined in Code
         Section  419A(d)(3))  under a welfare  benefit plan (as defined in Code
         Section 419(e)) maintained by the Employer.  Except, however,, the "415
         Compensation  "percentage  limitation  referred to in paragraph  (a)(2)
         above shall not apply to: (1) any  contribution  for  medical  benefits
         (within the meaning of Code Section  419A(f)(2))  after separation from
         service which is otherwise treated as an "annual addition,  "or (2) any
         amount  otherwise  treated as an "annual  addition  "under Code Section
         415(1)(1).

                  (c) For purposes of applying the  limitations  of Code Section
         415, the transfer of funds from one qualified plan to another is not an
         "annual  addition.   "In  addition,  the  following  are  not  Employee
         contributions  for the  purposes  of Section  4.9(b)(2):  (1)  rollover
         contributions  (as  defined  in  Code  Sections  402(a)(5),  403(a)(4),
         403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant
         from the Plan; (3) repayments of distributions  received by an Employee
         pursuant to Code Section  411(a)(7)(B)  (cash-outs);  (4) repayments of
         distributions   received  by  an  Employee  pursuant  to  Code  Section
         411(a)(3)(D) (mandatory contributions);  and (5) Employee contributions
         to a simplified  employee  pension  excludable  from gross income under
         Code Section 408(k)(6).

                  (d) For purposes of applying the  limitations  of Code Section
         415, the "limitation year "shall be the Plan Year.

                  (e) The dollar  limitation  under Code Section 415 (b) (1) (A)
         stated  in  paragraph  (a) (1)  above  shall be  adjusted  annually  as
         provided  in Code  Section  415(d)  pursuant  to the  Regulations.  The

                                       39
<PAGE>

         adjusted  limitation  is effective  as of January 1st of each  calendar
         year and is applicable to "limitation years "ending with or within that
         calendar year.

                  (f) For the purpose of this  Section,  all  qualified  defined
         benefit  plans  (whether  terminated  or not)  ever  maintained  by the
         Employer  shall  be  treated  as one  defined  benefit  plan,  and  all
         qualified defined  contribution plans (whether  terminated or not) ever
         maintained by the Employer shall be treated as one defined contribution
         plan.

                  (g) For the  Purpose of this  Section,  if the  Employer  is a
         member of a  controlled  group of  corporations,  trades or  businesses
         under  common  control  (as  defined  by Code  Section  1563(a) or Code
         Section 414(b) and (c) as modified by Code Section 415(h)), is a member
         of an affiliated service group (as defined by Code Section 414(m)),  or
         is a member of a group of entities  required to be aggregated  pursuant
         to  Regulations  under  Code  Section  414(o),  all  Employees  of such
         Employers shall be considered to be employed by a single Employer.

                  (h) For the  purpose of this  Section,  if this Plan is a Code
         Section 413(c) plan,  all Employers of a Participant  who maintain this
         Plan will be considered to be a single Employer.

                  (i)(1) If a Participant  participates in more than one defined
         contribution  plan  maintained  by the  Employer  which have  different
         Anniversary Dates, the maximum "annual additions "under this Plan shall
         equal the maximum "annual  additions "for the  "limitation  year "minus
         any  "annual  additions  "previously  credited  to  such  Participant's
         accounts during the "limitation year."

                  (2)  If  a   Participant   participates   in  both  a  defined
                  contribution  plan  subject to Code  Section 412 and a defined
                  contribution  plan not subject to Code Section 412  maintained
                  by the Employer which have the same Anniversary Date,  "annual
                  additions  "will be  credited  to the  Participant's  accounts
                  under the defined  contribution  plan  subject to Code Section
                  412 prior to crediting "annual additions "to the Participant's
                  accounts  under the defined  contribution  plan not subject to
                  Code Section 412.

                  (3) If a  Participant  participates  in more than one  defined
                  contribution  plan not subject to Code Section 412  maintained
                  by the  Employer  which have the same  Anniversary  Date,  the
                  maximum  "annual  additions  "under  this Plan shall equal the
                  product  of  (A)  the  maximum  "annual   additions  "for  the
                  "limitation  year  "minus any  "annual  additions  "previously
                  credited under  subparagraphs (1) or (2) above,  multiplied by
                  (B) a  fraction  (i) the  numerator  of which  is the  "annual
                  additions  "which  would  be  credited  to such  Participant's
                  accounts under this Plan without regard to the  limitations of
                  Code  Section  415 and (ii) the  denominator  of which is such
                  "annual   additions   "for  all   plans   described   in  this
                  subparagraph.

                  (j) If an  Employee is (or has been) a  Participant  in one or
         more defined benefit plans and one or more defined  contribution  plans
         maintained  by  the  Employer,  the  sum of the  defined  benefit  plan

                                       40
<PAGE>

         fraction  and  the  defined   contribution   plan  fraction.   for  any
         "limitation year "may not exceed 1.0.

                  (k) The defined benefit plan fraction for any "limitation year
         "is a fraction,  the numerator of which is the sum of the Participant's
         projected  annual benefits under all the defined benefit plans (whether
         or not terminated)  maintained by the Employer,  and the denominator of
         which is the lesser of 125 percent of the dollar limitation  determined
         for the  "limitation  year "under Code  Sections  415(b) and (d) or 140
         percent of the highest average compensation,  including any adjustments
         under Code Section 415(b).

                  Notwithstanding   the  above,   if  the   Participant   was  a
         Participant  as  of  the  first  day  of  the  first  "limitation  year
         "beginning  after  December  31, 1986,  in one or more defined  benefit
         plans  maintained  by the  Employer  which were in  existence on May 6,
         1986,  the  denominator  of this  fraction  will  not be less  than 125
         percent of the sum of the annual  benefits  under such plans  which the
         Participant had accrued as of the close of the last  "limitation  year"
         beginning before January 1, 1987, disregarding any changes in the terms
         and  conditions of the plan after May 5, 1986.  The preceding  sentence
         applies  only if the  defined  benefit  plans  individually  and in the
         aggregate  satisfied  the  requirements  of  Code  Section  415 for all
         "limitation years "beginning before January 1, 1987.

                  (l) The defined contribution plan fraction for any "limitation
         year "is a fraction,  the  numerator  of which is the sum of the annual
         additions  to  the   Participant's   Account   under  all  the  defined
         contribution  plans  (whether  or  not  terminated)  maintained  by the
         Employer for the current and all prior  "limitation  years  "(including
         the annual additions  attributable to the  Participant's  nondeductible
         Employee  contributions  to all defined  benefit plans,  whether or not
         terminated,  maintained  by the  Employer,  and  the  annual  additions
         attributable  to all welfare  benefit funds, as defined in Code Section
         419(e),  and individual  medical  accounts,  as defined in Code Section
         415(1)(2), maintained by the Employer), and the denominator of which is
         the sum of the maximum  aggregate amounts for the current and all prior
         "limitation years "of service with the Employer  (regardless of whether
         a  defined  contribution  plan was  maintained  by the  Employer).  The
         maximum  aggregate amount in any "limitation year "is the lesser of 125
         percent of the dollar limitation  determined under Code Sections 415(b)
         and (d) in effect under Code Section  415(c)(1)(A) or 35 percent of the
         Participant's Compensation for such year.

                  If the Employee was a  Participant  as of the end of the first
         day of the first  "limitation  year "beginning after December 31, 1986,
         in one or more defined  contribution  plans  maintained by the Employer
         which were in existence on May 6, 1986,  the numerator of this fraction
         will be adjusted if the sum of this  fraction  and the defined  benefit
         fraction would otherwise exceed 1.0 under the terms of this Plan. Under
         the adjustment, an amount equal to the product of (1) the excess of the
         sum of the  fractions  over  1.0  times  (2)  the  denominator  of this
         fraction,  will be  permanently  subtracted  from the numerator of this
         fraction.  The  adjustment  is  calculated  using the fractions as they

                                       41
<PAGE>

         would be computed as of the end of the last "limitation year "beginning
         before January 1, 1987, and  disregarding  any changes in the terms and
         conditions  of the Plan  made  after  May 5,  1986,  but using the Code
         Section  415  limitation  applicable  to  the  first  "limitation  year
         "beginning  on or after  January 1, 1987.  The annual  addition for any
         "limitation  year  "beginning  before  January  1,  1987  shall  not be
         recomputed to treat all Employee contributions as annual additions.

                  (m)  Notwithstanding  the foregoing,  for any "limitation year
         "in  which  the  Plan  is a  Top  Heavy  Plan,  100  percent  shall  be
         substituted  for 125 percent in Sections  4.9(k) and 4.9(1)  unless the
         extra  minimum  allocation is being  provided  pursuant to Section 4.4.
         However,  for any  "limitation  year "in  which the Plan is a Super Top
         Heavy Plan,  100 percent  shall be  substituted  for 125 percent in any
         event.

                  (n) Notwithstanding  anything contained in this Section to the
         contrary,   the   limitations,   adjustments  and  other   requirements
         prescribed  in  this  Section  shall  at  all  times  comply  with  the
         provisions  of Code  Section 415 and the  Regulations  thereunder,  the
         terms of which are specifically incorporated herein by reference.

4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                  (a) If,  as a  result  of the  allocation  of  Forfeitures,  a
         reasonable  error  in  estimating  a  Participant's   Compensation,   a
         reasonable  error in  determining  the  amount  of  elective  deferrals
         (within the meaning of Code  Section  402(g)(3))  that may be made with
         respect to any  Participant  under the  limits of Section  4.9 or other
         facts and  circumstances  to which  Regulation  1.415-6(b)(6)  shall be
         applicable,  the  "annual  additions  "under  this Plan would cause the
         maximum  "annual  additions  "to be exceeded for any  Participant,  the
         Administrator  shall (1) distribute any elective  deferrals (within the
         meaning of Code Section  402(g)(3))  or return any  voluntary  Employee
         contributions  credited for the  "limitation  year,, to the extent that
         the return  would  reduce  the  "excess  amount  "in the  Participant's
         accounts (2) hold any "excess amount "remaining after the return of any
         elective  deferrals or voluntary  Employee  contributions in a "Section
         415 suspense account "(3) use the "Section 415 suspense account "in the
         next "limitation year "(and succeeding "limitation years "if necessary)
         to  reduce  Employer   contributions   for  that  Participant  if  that
         Participant  ,.z,  covered by the Plan as of the end of the "limitation
         year, "or if the Participant is not so covered, allocate and reallocate
         the "Section 415 suspense  account "in the next  "limitation year "(and
         succeeding  "limitation years "if necessary) to all Participants in the
         Plan  before  any  Employer  or  Employee   contributions  which  would
         constitute "annual additions "are made to the Plan for such "limitation
         year  "(4)  reduce  Employer   contributions   to  the  Plan  for  such
         "limitation  year "by the amount of the "Section  415 suspense  account
         "allocated and reallocated during such "limitation year."

                  (b) For  purposes  of this  Article,  "excess  amount "for any
         Participant for a "limitation  year "shall mean the excess,  if any, of
         (1) the "annual additions "which would be credited to his account under
         the terms of the Plan without regard to the limitations of Code Section

                                       42
<PAGE>

         415 over (2) the  maximum  "annual  additions  "determined  pursuant to
         Section 4.9.

                  (c)  For  purposes  of this  Section,  "Section  415  suspense
         account "shall mean an unallocated  account equal to the sum of "excess
         amounts "for all Participants in the Plan during the "limitation  year.
         "The "Section 415 suspense  account "shall not share in any earnings or
         losses of the Trust Fund.

4.11     TRANSFERS FROM QUALIFIED PLANS

                  (a) With the  consent  of the  Administrator,  amounts  may be
         transferred from other qualified plans by Employees,  provided that the
         trust from which such funds are transferred  permits the transfer to be
         made and the transfer will not  jeopardize the tax exempt status of the
         Plan or Trust or create adverse tax consequences for the Employer.  The
         amounts  transferred  shall  be set  up in a  separate  account  herein
         referred to as a "Participant's  Rollover Account.  "Such account shall
         be fully Vested at all times and shall not be subject to Forfeiture for
         any reason.

                  (b) Amounts in a Participant's  Rollover Account shall be held
         by the Trustee  pursuant to the  provisions of this Plan and may not be
         withdrawn by, or distributed to the  Participant,  in whole or in part,
         except as provided in paragraphs (c) and (d) of this Section.

                  (c) Except as permitted by Regulations  (including  Regulation
         1.411(d)-4), amounts attributable to elective contributions (as defined
         in Regulation 1.401(k)-1(g)(3)),  including amounts treated as elective
         contributions,  which are transferred from another  qualified plan in a
         plan-to-plan transfer shall be subject to the distribution  limitations
         provided for in Regulation 1.401(k)-1(d).

                  (d) At Normal  Retirement  Date,  or such  other date when the
         Participant or his Beneficiary  shall be entitled to receive  benefits,
         the fair market value of the  Participant's  Rollover  Account shall be
         used  to  provide  additional   benefits  to  the  Participant  or  his
         Beneficiary.  Any  distributions  of  amounts  held in a  Participant's
         Rollover Account shall be made in a manner which is consistent with and
         satisfies the provisions of section 6.5, including, but not limited to,
         all notice and Consent  requirements of Code Section 411(a)(11) and the
         Regulations thereunder.  Furthermore,  such amounts shall be considered
         as  part  of  a  Participant's   benefit  in  determining   whether  an
         involuntary  cash-out of benefits  without  Participant  consent may be
         made.

                  (e) The Administrator may direct that employee  transfers made
         after a valuation date be segregated  into a separate  account for each
         Participant  in a federally  insured  savings  account,  certificate of
         deposit  in a bank  or  savings  and  loan  association,  money  market
         certificate,  or other  short  term  debt  security  acceptable  to the
         Trustee until such time as the  allocations  pursuant to this Plan have
         been made,  at which time they may remain  segregated or be invested as
         part of the general Trust Fund, to be determined by the Administrator.

                                       43
<PAGE>

                  (f) For purposes of this  Section,  the term  "qualified  plan
         "shall mean any tax qualified plan under Code Section 401(a).  The term
         "amounts  transferred  from other  qualified  plans  "shall  mean:  (i)
         amounts  transferred to this Plan directly from another qualified plan;
         (ii)  distributions  from  another  qualified  plan which are  eligible
         rollover distributions and which are either transferred by the Employee
         to this Plan within sixty (60) days  following  his receipt  thereof or
         are  transferred   pursuant  to  a  direct   rollover;   (iii)  amounts
         transferred to this Plan from a conduit  individual  retirement account
         provided that the conduit  individual  retirement account has no assets
         other than assets which (A) were previously distributed to the Employee
         by another qualified plan as a lump-sum  distribution (B) were eligible
         for  tax-free  rollover to a qualified  plan and (C) were  deposited in
         such conduit  individual  retirement  account within sixty (60) days of
         receipt  thereof  and other  than  earnings  on said  assets;  and (iv)
         amounts   distributed  to  the  Employee  from  a  conduit   individual
         retirement  account meeting the requirements of clause (iii) above, and
         transferred  by the Employee to this Plan within sixty (60) days of his
         receipt thereof from such conduit individual retirement account.

                  (g) Prior to  accepting  any  transfers  to which this Section
         applies,  the  Administrator may require the Employee to establish that
         the amounts to be  transferred  to this Plan meet the  requirements  of
         this Section and may also require the Employee to provide an opinion of
         counsel satisfactory to the Employer that the amounts to be transferred
         meet the requirements of this Section.

                  (h)  This  Plan  shall  not  accept  any  direct  or  indirect
         transfers (as that term is defined and  interpreted  under Code Section
         401(a)(11) and the Regulations thereunder) from a defined benefit plan,
         money purchase plan  (including a target benefit plan),  stock bonus or
         profit  sharing  plan which would  otherwise  have  provided for a life
         annuity form of payment to the Participant.

                  (i)  Notwithstanding   anything  herein  to  the  contrary,  a
         transfer  directly  to this  Plan  from  another  qualified  plan (or a
         transaction  having  the  effect  of  such a  transfer)  shall  only be
         permitted if it will not result in the  elimination or reduction of any
         "Section 411(d)(6) protected benefit "as described in Section 8.1.

                                    ARTICLE V
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND

         The  Administrator  shall  direct the Trustee,  as of each  Anniversary
Date,  and at such other date or dates deemed  necessary  by the  Administrator,
herein  called  "valuation  date  to  determine  the  net  worth  of the  assets
comprising the Trust Fund as it exists on the "valuation  date. "In  determining
such net worth, the Trustee shall value the assets  comprising the Trust Fund at
their fair market value as of the "valuation date "and shall deduct all expenses
for which the Trustee has not yet  obtained  reimbursement  from the Employer or
the Trust Fund.

                                       44
<PAGE>

5.2      METHOD OF VALUATION

         In  determining  the fair market value of securities  held in the Trust
Fund which are listed on a registered stock exchange,  the  Administrator  shall
direct the Trustee to value the same at the prices they were last traded on such
exchange  preceding  the close of  business  on the  "valuation  date.  "If such
securities were not traded on the "valuation  date, "or if the exchange on which
they are traded was not open for  business  on the  "valuation  date,  "then the
securities shall be valued at the prices at which they were last traded prior to
the  "valuation  date.  "Any  unlisted  security held in the Trust Fund shall be
valued at its bid price next  receding  the close of business on the  "valuation
date,  "which  bid  price  shall be  obtained  from a  registered  broker  or an
investment  banker.  In  determining  the fair market value of assets other than
securities  for which  trading or bid prices can be  obtained,  the  Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that  purpose  and  rely on the  values  established  by such  appraiser  or
appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

         Every  Participant  may terminate his employment  with the Employer and
retire  for the  purposes  hereof on his  Normal  Retirement  Date.  However,  a
Participant  may postpone the termination of his employment with the Employer to
a later date, in which event the  participation of such Participant in the Plan,
including  the right to  receive  allocations  pursuant  to Section  4.4,  shall
continue until his Late Retirement  Date. Upon a Participant's  Retirement Date,
or as soon  thereafter  as is  practicable,  the Trustee  shall  distribute  all
amounts  credited to such  Participant's  Combined  Account in  accordance  with
Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

                  (a) Upon the death of a Participant before his Retirement Date
         or other  termination of his employment,  all amounts  credited to such
         Participant's   Combined   Account  shall  become  fully  Vested.   The
         Administrator   shall  direct  the  Trustee,  in  accordance  with  the
         provisions  of  sections  6.6 and 6.7, to  distribute  the value of the
         deceased Participant's accounts to the Participant's Beneficiary.

                  (b) Upon the death of a Former Participant,  the Administrator
         shall direct the Trustee, in accordance with the provisions of Sections
         6.6 and 6.7, to distribute any remaining Vested amounts credited to the
         accounts of a deceased Former Participant to such Former  Participant's
         Beneficiary.

                  (c) Any  security  interest  held by the Plan by  reason of an
         outstanding  loan to the  Participant  or Former  Participant  shall be
         taken into account in determining the amount of the death benefit.

                  (d) The  Administrator  may require such proper proof of death
         and such evidence of the right of any person to receive  payment of the
         value of the account of a deceased Participant or Former Participant as

                                       45
<PAGE>

         the Administrator may deem desirable. The Administrator's determination
         of death and of the right of any  person to  receive  payment  shall be
         conclusive.

                  (e) The Beneficiary of the death benefit  payable  pursuant to
         this Section shall be the Participant's  spouse.  Except,  however, the
         Participant may designate a Beneficiary other than his spouse if:

                  (1) the spouse  has  waived the right to be the  Participant's
                  Beneficiary, or

                  (2) the Participant is legally separated or has been abandoned
                  (within  the meaning of local law) and the  Participant  has a
                  court  order  to  such  effect  (and  there  is no  "qualified
                  domestic  relations  order "as defined in Code Section  414(p)
                  which provides otherwise), or

                  (3) the Participant has no spouse, or

                  (4) the spouse cannot be located.

                  In such event, the designation of a Beneficiary  shall be made
         on a form satisfactory to the  Administrator.  A Participant may at any
         time revoke his  designation of a Beneficiary or change his Beneficiary
         by  filing  written  notice  of such  revocation  or  change  with  the
         Administrator.  However, the Participant's spouse must again consent in
         writing  to any  change in  Beneficiary  unless  the  original  consent
         acknowledged  that the spouse had the right to limit  consent only to a
         specific  Beneficiary  and  that  the  spouse  voluntarily  elected  to
         relinquish such right. In the event no valid designation of Beneficiary
         exists at the time of the Participant's  death, the death benefit shall
         be payable to his estate.

                  (f) Any  consent  by the  Participant's  spouse  to waive  any
         rights to the death benefit must be in writing,  must  acknowledge  the
         effect of such waiver,  and be witnessed by a Plan  representative or a
         notary public.  Further,  the spouse's  consent must be irrevocable and
         must acknowledge the specific nonspouse Beneficiary.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

         In the event of a Participant's Total and Permanent Disability prior to
his Retirement Date or other termination of his employment, all amounts credited
to such  Participant's  Combined Account shall become fully Vested. In the event
of a Participant's  Total and Permanent  Disability,  the Trustee, in accordance
with  the  provisions  of  Sections  6.5  and  6.7,  shall  distribute  to  such
Participant  all amounts  credited  to such  Participant's  Combined  Account as
though he had retired.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

                  (a) On or  before  the  Anniversary  Date  coinciding  with or
         subsequent to the  termination  of a  Participant's  employment for any
         reason other than death, Total and Permanent  Disability or retirement,
         the Administrator may direct the Trustee to segregate the amount of the

                                       46
<PAGE>

         Vested portion of such Terminated  Participant's  Combined  Account and
         invest the aggregate  amount thereof in a separate,  federally  insured
         savings  account,  certificate of deposit,  common or collective  trust
         fund of a bank or a deferred  annuity.  In the event the Vested portion
         of a Participant's Combined Account is not segregated, the amount shall
         remain in a separate  account for the Terminated  Participant and share
         in   allocations   pursuant  to  Section  4.4  until  such  time  as  a
         distribution is made to the Terminated Participant.

                  Distribution  of the  funds  due to a  Terminated  Participant
         shall be made on the  occurrence  of an event which would result in the
         distribution had the Terminated  Participant  remained in the employ of
         the  Employer  (upon  the  Participant's  death,  Total  and  Permanent
         Disability  or Normal  Retirement).  However,  at the  election  of the
         Participant,  the  Administrator  shall direct the Trustee to cause the
         entire Vested portion of the Terminated  Participant's Combined Account
         to be payable to such Terminated  Participant.  Any distribution  under
         this paragraph  shall be made in a manner which is consistent  with and
         satisfies the provisions of Section 6.5, including, but not limited to,
         all notice and consent  requirements of Code Section 411(a)(11) and the
         Regulations thereunder.

                  If the  value of a  Terminated  Participant's  Vested  benefit
         derived from Employer and Employee contributions does not exceed $3,500
         and has never  exceeded  $3,500 at the time of any prior  distribution,
         the  Administrator  shall direct the Trustee to cause the entire Vested
         benefit to be paid to such Participant in a single lump sum.

                  For purposes of this Section 6.4, if the value of a Terminated
         Participant's Vested benefit is zero, the Terminated  Participant shall
         be deemed to have received a distribution of such Vested benefit.

                  (b) The Vested portion of any Participant's Account shall be a
         percentage of the total amount  credited to his  Participant's  Account
         determined on the basis of the Participant's number of Years of Service
         according to the following schedule:

                                              Vesting Schedule
                            Years of Service                      Percentage

                               Less than 2                             0 %
                                    2                                 20 %
                                    3                                 40 %
                                    4                                 60 %
                                    5                                 80 %
                                    6                                100 %

                  (c)  Notwithstanding  the  vesting  schedule  above,  upon the
         complete discontinuance of the Employer's  contributions to the Plan or
         upon any full or partial  termination of the Plan, all amounts credited

                                       47
<PAGE>

         to the account of any affected Participant shall become 100% Vested and
         shall not thereafter be subject to Forfeiture.

                  (d)  The   computation  of  a   Participant's   nonforfeitable
         percentage  of his  interest  in the Plan  shall not be  reduced as the
         result of any  direct or  indirect  amendment  to this  Plan.  For this
         purpose,  the Plan shall be treated as having been  amended if the Plan
         provides  for an  automatic  change in  vesting  due to a change in top
         heavy status. In the event that the Plan is amended to change or modify
         any vesting  schedule,  a Participant  with at least three (3) Years of
         Service as of the expiration  date of the election  period may elect to
         have his  nonforfeitable  percentage  computed  under the Plan  without
         regard to such amendment. If a Participant fails to make such election,
         then such Participant shall be subject to the new vesting schedule. The
         Participant's  election  period shall  commence on the adoption date of
         the amendment and shall end 60 days after the latest of:

                  (1) the adoption date of the amendment,

                  (2) the effective date of the amendment, or

                  (3) the date the  Participant  receives  written notice of the
                  amendment from the Employer or Administrator.

                  (e)(1) If any Former  Participant  shall be  reemployed by the
         Employer before a 1-Year Break in Service occurs,  he shall continue to
         participate in the Plan in the same manner as if such  termination  had
         not occurred.

                  (2) If any  Former  Participant  shall  be  reemployed  by the
                  Employer before five (5) consecutive 1-Year Breaks in Service,
                  and such Former  Participant  had  received,  or was deemed to
                  have received,  a distribution  of his entire Vested  interest
                  prior to his  reemployment,  his  forfeited  account  shall be
                  reinstated  only if he repays the full amount  distributed  to
                  him before the  earlier of five (5) years after the first date
                  on which the  Participant  is  subsequently  reemployed by the
                  Employer  or the  close  of  the  first  period  of  five  (5)
                  consecutive  1-Year  Breaks in  service  commencing  after the
                  distribution,  or in the event of a deemed distribution,  upon
                  the reemployment of such Former Participant.  In the event the
                  Former  Participant does repay the full amount  distributed to
                  him,   or  in  the  event  of  a  deemed   distribution,   the
                  undistributed  portion of the  Participant's  Account  must be
                  restored in full,  unadjusted by any gains or losses occurring
                  subsequent to the  Anniversary  Date or other  valuation  date
                  coinciding with or preceding his  termination.  The source for
                  such  reinstatement  shall first be any Forfeitures  occurring
                  during  the year.  If such  source is  insufficient,  then the
                  Employer  shall  contribute  an amount which is  sufficient to
                  restore any such forfeited Accounts provided, however, that if
                  a discretionary contribution is made for such year pursuant to

                                       48
<PAGE>

                  Section 4.1(d),  such  contribution  shall first be applied to
                  restore any such Accounts and the remainder shall be allocated
                  in accordance with Section 4.4.

                           (3) If any Former  Participant is reemployed  after a
                  1-Year Break in Service has  occurred,  Years of Service shall
                  include  Years of Service prior to his 1-Year Break in Service
                  subject to the following rules:

                           (i) If a Former  Participant  has a  1-Year  Break in
                           Service,  his pre-break and post-break  service shall
                           be  used  for   computing   Years  of   Service   for
                           eligibility  and for vesting  purposes  only after he
                           has  been  employed  for  one  (1)  Year  of  Service
                           following  the  date  of his  reemployment  with  the
                           Employer;

                           (ii) Any Former  Participant  who under the Plan does
                           not have a  nonforfeitable  right to any  interest in
                           the Plan resulting from Employer  contributions shall
                           lose credits  otherwise  allowable under (i) above if
                           his  consecutive  1-Year  Breaks in Service  equal or
                           exceed  the  greater  of (A)  five  (5)  or  (B)  the
                           aggregate number of his pre-break Years of Service;

                           (iii)  After five (5)  consecutive  1-Year  Breaks in
                           Service,  a  Former   Participant's   Vested  Account
                           balance  attributable to pre-break  service shall not
                           be increased as a result of post-break service;

                           (iv)  If a  Former  Participant  who  has not had his
                           Years of  Service  before a 1-Year  Break in  Service
                           disregarded  pursuant to (ii) above completes one (1)
                           Year of Service for  eligibility  purposes  following
                           his   reemployment   with  the  Employer,   he  shall
                           participate in the Plan  retroactively  from his date
                           of reemployment;

                           (v) If a Former Participant who has not had his Years
                           of   Service   before  a  1-Year   Break  in  Service
                           disregarded  pursuant to (ii) abode  completes a Year
                           of  Service  (a 1-Year  Break in  Service  previously
                           occurred,  but  employment  had not  terminated),  he
                           shall participate in the Plan  retroactively from the
                           first day of the Plan Year during  which he completes
                           one (1) Year of Service.

6.5      DISTRIBUTION OF BENEFITS,

                           (a) The  Administrator,  pursuant to the  election of
                  the  Participant,  shall direct the Trustee to distribute to a
                  Participant  or his  Beneficiary  any  amount  to  which he is
                  entitled under the Plan in one lump-sum payment in cash.

                           (b)  Any  distribution  to a  Participant  who  has a
                  benefit which  exceeds,  or has ever  exceeded,  $3,500 at the
                  time of any prior distribution shall require such Participants
                  consent if such distribution  occurs prior to the later of his
                  Normal  Retirement Age or age 62. With regard to this required
                  consent:

                                       49
<PAGE>

                           (1) The Participant  must be informed of his right to
                           defer receipt of the  distribution.  If a Participant
                           fails to  consent,  it shall be deemed an election to
                           defer the distribution of any benefit.  However,  any
                           election to defer the  receipt of benefits  shall not
                           apply  with  respect  to   distributions   which  are
                           required under Section 6.5(c).

                           (2)  Notice  of  the  rights   specified  under  this
                           paragraph  shall be provided no less than 30 days and
                           no more  than 90 days  before  the first day on which
                           all  events   have   occurred   which   entitle   the
                           Participant to such benefit.

                           (3)  Written   consent  of  the  Participant  to  the
                           distribution  must not be made before the Participant
                           receives the notice and must not be made more than 90
                           days  before the first day on which all  events  have
                           occurred  which  entitle  the   Participant  to  such
                           benefit.

                           (4)  No  consent  shall  be  valid  if a  significant
                           detriment   is   imposed   under   the  Plan  on  any
                           Participant who does not consent to the distribution.

                           (c)  Notwithstanding any provision in the Plan to the
                  contrary,  the distribution of a Participant's  benefits shall
                  be made in  accordance  with the  following  requirements  and
                  shall  otherwise  comply with Code Section  401(a)(9)  and the
                  Regulations  thereunder (including Regulation  1.401(a)(9)-2),
                  the provisions of which are incorporated herein by reference:

                           (1) A Participant's  benefits shall be distributed to
                           him not later  than  April 1st of the  calendar  year
                           following the later of (i) the calendar year in which
                           the  Participant  attains  age  70 1/2  or  (ii)  the
                           calendar  year  in  which  the  Participant  retires,
                           provided,  however,  that this  clause (ii) shall not
                           apply in the case of a Participant who is a "five (5)
                           percent  owner "at any time  during the five (5) Plan
                           Year period  ending in the calendar  year in which he
                           attains  age 70 1/2 or, in the case of a  Participant
                           who  becomes a "five (5)  percent  owner  "during any
                           subsequent  Plan  Year,  clause  (ii) shall no longer
                           apply and the  required  beginning  date shall be the
                           April 1st of the calendar year following the calendar
                           year  in  which  such   subsequent  Plan  Year  ends.
                           Notwithstanding  the  foregoing,  clause  (ii)  above
                           shall  not  apply  to  any  Participant   unless  the
                           Participant had attained age 70 1/2 before January 1,
                           1988 and was not a "five  (5)  percent  owner "at any
                           time  during the Plan Year  ending with or within the
                           calendar year in which the  Participant  attained age
                           66 1/2 or any subsequent Plan Year.

                           (2)   Distributions   to  a   Participant   and   his
                           Beneficiaries  shall only be made in accordance  with
                           the  incidental  death benefit  requirements  of Code
                           Section 401(a)(9)(G) and the Regulations thereunder.

                           (d) All  annuity  Contracts  under this Plan shall be
                  non-transferable when distributed.  Furthermore,  the terms of

                                       50
<PAGE>

                  any  annuity   Contract   purchased  and   distributed   to  a
                  Participant   or  spouse   shall   comply   with  all  of  the
                  requirements of the Plan.

                           (e)  If a  distribution  is  made  at a  time  when a
                  Participant is not fully Vested in his  Participant's  Account
                  (employment  has  not  terminated)  and  the  Participant  may
                  increase the Vested percentage in such account:

                           (1) a separate  account shall be established  for the
                           Participant's  interest in the Plan as of the time of
                           the distribution; and

                           (2) at any relevant  time, the  Participant's  Vested
                           portion of the separate  account shall be equal to an
                           amount ("X") determined by the formula:

                           X equals P(AB plus (R x D)) - (R x D)

                           For purposes of applying the formula: P is the Vested
                           percentage  at the relevant  time,  AB is the account
                           balance  at the  relevant  time,  D is the  amount of
                           distribution,  and R is  the  ratio  of  the  account
                           balance at the relevant  time to the account  balance
                           after distribution.

6.6      DISTRIBUTION OF BENEFITS UPON DEATH

                           (a) The death benefit payable pursuant to Section 6.2
                  shall be paid to the Participant's Beneficiary in one lump-sum
                  payment in cash subject to the rules of Section 6.6(b).

                           (b)  Notwithstanding any provision in the Plan to the
                  contrary,  distributions upon the death of a Participant shall
                  be made in  accordance  with the  following  requirements  and
                  shall  otherwise  comply with Code Section  401(a)(9)  and the
                  Regulations  thereunder.  If  it  is  determined  pursuant  to
                  Regulations that the distribution of a Participant's  interest
                  has begun and the Participant  dies before his entire interest
                  has been  distributed  to him, the  remaining  portion of such
                  interest shall be distributed at least as rapidly as under the
                  method of distribution  selected pursuant to Section 6.5 as of
                  his date of death.  If a Participant  dies before he has begun
                  to receive any distributions of his interest under the Plan or
                  before  distributions  are  deemed to have begun  pursuant  to
                  Regulations,  then his death benefit shall be  distributed  to
                  his  Beneficiaries  by December  31st of the calendar  year in
                  which the fifth anniversary of his date of death occurs.





                                       51
<PAGE>

6.7      TIME OF SEGREGATION OR DISTRIBUTION

                  Except  as  limited  by  Sections  6.5 and 6.6,  whenever  the
Trustee  is to  make  a  distribution  on or as  of  an  Anniversary  Date,  the
distribution  may be made on such date or as soon  thereafter as is practicable.
However,  unless a Former  Participant elects in writing to defer the receipt of
benefits  (such  election  may not result in a death  benefit  that is more than
incidental),  the  payment of  benefits  shall occur not later than the 60th day
after the close of the Plan Year in which  the  latest of the  following  events
occurs:  (a) the date on which the Participant  attains the earlier of age 65 or
the Normal Retirement Age specified herein; (b) the 10th anniversary of the year
in which the Participant  commenced  participation  in the Plan; or (c) the date
the Participant terminates his service with the Employer.

6.8      DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator  may direct that such  distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary  maintains his residence,  or to the custodian for such  Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said  Beneficiary  resides.  Such a payment to
the legal  guardian,  custodian  or parent of a minor  Beneficiary  shall  fully
discharge  the Trustee,  Employer,  and Plan from  further  liability on account
thereof.

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                  In the event that all,  or any  portion,  of the  distribution
payable to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's  attainment of age 62 or his Normal  Retirement Age, remain unpaid
solely  by  reason  of the  inability  of the  Administrator,  after  sending  a
registered  letter,  return receipt  requested,  to the last known address,  and
after further diligent effort,  to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant  to the Plan.  In the event a  Participant  or  Beneficiary  is located
subsequent to his benefit being reallocated, such benefit shall be restored.

6.10     ADVANCE DISTRIBUTION FOR HARDSHIP

                  (a) The  Administrator,  at the  election of the  Participant,
         shall direct the Trustee to  distribute to any  Participant  in any one
         Plan Year up to the lesser of 100% of his Vested Participant's Elective
         Account and his Participant's Account valued as of the last Anniversary
         Date or other  valuation  date or the amount  necessary  to satisfy the
         immediate and heavy financial need of the Participant. Any distribution
         made  pursuant  to this  Section  shall be  deemed to be made as of the
         first day of the Plan Year or, if later, the valuation date immediately
         preceding  the date of  distribution,  and the  Participant's  Elective
         Account and his  Participant's  Account  shall be reduced  accordingly.
         Withdrawal   under  this  Section  shall  be  authorized  only  if  the
         distribution is on account of:

                  (1) Expenses for medical care described in Code Section 213(d)
                  previously incurred by the Participant,  his spouse, or any of
                  his  dependents  (as defined in Code Section 152) or necessary
                  for these persons to obtain medical care;

                                       52
<PAGE>

                  (2) The costs directly  related to the purchase of a principal
                  residence for the Participant (excluding mortgage payments);

                  (3) Payment of tuition and  related  educational  fees for the
                  next twelve (12) months of  post-secondary  education  for the
                  Participant, his spouse, children, or dependents; or

                  (4)  Payments   necessary  to  prevent  the  eviction  of  the
                  Participant from his principal residence or foreclosure on the
                  mortgage of the Participant's principal residence.

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

                  (1) The  distribution  is not in excess  of the  amount of the
                  immediate and heavy  financial  need of the  Participant.  The
                  amount of the immediate and heavy  financial  need may include
                  any amounts  necessary  to pay any  federal,  state,  or local
                  income taxes or  penalties  reasonably  anticipated  to result
                  from the distribution;

                  (2) The Participant has obtained all distributions, other than
                  hardship distributions, and all nontaxable (at the time of the
                  loan) loans currently  available under all plans maintained by
                  the Employer;

                  (3) The Plan, and all other plans  maintained by the Employer,
                  provide  that  the   Participant's   elective   deferrals  and
                  voluntary  Employee  contributions  will be  suspended  for at
                  least  twelve  (12)  months  after  receipt  of  the  hardship
                  distribution  or,  the  Participant,  pursuant  to  a  legally
                  enforceable agreement, will suspend his elective deferrals and
                  voluntary  Employee  contributions  to the Plan and all  other
                  plans  maintained  by the  Employer  for at least  twelve (12)
                  months after receipt of the hardship distribution; and

                  (4) The Plan, and all other plans  maintained by the Employer,
                  provide that the Participant  may not make elective  deferrals
                  for the Participant's  taxable year immediately  following the
                  taxable  year of the  hardship  distribution  in excess of the
                  applicable  limit  under  Code  section  402(g)  for such next
                  taxable  year less the amount of such  Participant's  elective
                  deferrals for the taxable year of the hardship distribution.

                  (c)   Notwithstanding   the  above,   distributions  from  the
         Participant's  Elective  Account  pursuant  to this  Section  shall  be

                                       53
<PAGE>

         limited solely to the Participant's  total Deferred  Compensation as of
         the  date  of  distribution,  reduced  by the  amount  of any  previous
         distributions pursuant to this Section.

                  (d) Any  distribution  made  pursuant to this Section shall be
         made in a manner which is consistent  with and satisfies the provisions
         of Section 6.5,  including,  but not limited to, all notice and consent
         requirements of Code Section 411(a)(11) and the Regulations thereunder.

6.11     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

         All rights and benefits, including elections, provided to a Participant
in this Plan shall be subject to the rights  afforded  to any  "alternate  payee
"under a "qualified domestic relations order. "Furthermore, a distribution to an
"alternate  payee "shall be permitted if such  distribution  is  authorized by a
"qualified  domestic relations order, "even if the affected  Participant has not
separated  from service and has not reached the "earliest  retirement age "under
the Plan.  For the  purposes  of this  Section,  "alternate  payee,  ""qualified
domestic  relations order "and "earliest  retirement age "shall have the meaning
set forth under Code Section 414(p).

                                   ARTICLE VII
                                     TRUSTEE

7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE

         The Trustee shall have the following categories of responsibilities:

                  (a) Consistent with the "funding policy and method "determined
         by the  Employer,  to  invest,  manage,  and  control  the Plan  assets
         subject,  however,  to the  direction of an  Investment  Manager if the
         Trustee  should  appoint  such  manager  as to all or a portion  of the
         assets of the Plan;

                  (b) At the  direction  of the  Administrator,  to pay benefits
         required under the Plan to be paid to Participants, or, in the event of
         their death, to their Beneficiaries;

                  (c) To maintain  records of  receipts  and  disbursements  and
         furnish  to the  Employer  and/or  Administrator  for each  Plan Year a
         written annual report per Section 7.7; and

                  (d) If there shall be more than one Trustee, they shall act by
         a majority of their  number,  but may  authorize one or more of them to
         sign papers on their behalf.

7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

                  (a) The Trustee  shall  invest and  reinvest the Trust Fund to
         keep the Trust Fund invested without  distinction between principal and
         income and in such securities or property,  real or personal,  wherever
         situated,  as the  Trustee  shall deem  advisable,  including,  but not
         limited to, stocks,  common or preferred,  bonds and other evidences of
         indebtedness or ownership, and real estate or any interest therein. The

                                       54
<PAGE>

         Trustee  shall at all times in  making  investments  of the Trust  Fund
         consider,  among other factors, the short and long-term financial needs
         of the Plan on the basis of information  furnished by the Employer.  In
         making  such  investments,  the  Trustee  shall  not be  restricted  to
         securities or other property of the character  expressly  authorized by
         the applicable law for trust  investments;  however,  the Trustee shall
         give due  regard to any  limitations  imposed by the Code or the Act so
         that at all times the Plan may  qualify as a qualified  Profit  Sharing
         Plan and Trust.

                  (b) The Trustee may employ a bank or trust company pursuant to
         the terms of its usual and customary bank agency agreement, under which
         the  duties  of such  bank or trust  company  shall be of a  custodial,
         clerical and record-keeping nature.

7.3      OTHER POWERS OF THE TRUSTEE

         The  Trustee,  in addition to all powers and  authorities  under common
law, statutory  authority,  including the Act, and other provisions of the Plan,
shall  have  the  following  powers  and  authorities,  to be  exercised  in the
Trustee's sole discretion:

                  (a) To purchase,  or subscribe  for, any  securities  or other
         property and to retain the same.  In  conjunction  with the purchase of
         securities, margin accounts may be opened and maintained;

                  (b) To sell,  exchange,  convey,  transfer,  grant  options to
         purchase, or otherwise dispose of any securities or other property held
         by the Trustee,  by private  contract or at public  auction.  No person
         dealing with the Trustee  shall be bound to see to the  application  of
         the purchase  money or to inquire  into the  validity,  expediency,  or
         propriety  of any  such  sale or  other  disposition,  with or  without
         advertisement;

                  (c) To vote upon any stocks,  bonds, or other  securities;  to
         give general or special  proxies or powers of attorney  with or without
         power  of   substitution;   to  exercise  any  conversion   privileges,
         subscription  rights  or  other  options,  and  to  make  any  payments
         incidental   thereto;  to  oppose,  or  to  consent  to,  or  otherwise
         participate in, corporate  reorganizations  or other changes  affecting
         corporate securities,  and to delegate discretionary powers, and to pay
         any  assessments or charges in connection  therewith;  and generally to
         exercise any of the powers of an owner with  respect to stocks,  bonds,
         securities, or other property;

                  (d) To cause any securities or other property to be registered
         in the  Trustee's  own  name  or in the  name  of  one or  more  of the
         Trustee's nominees, and to hold any investments in bearer form, but the
         books and records of the Trustee  shall at all times show that all such
         investments are part of the Trust Fund;

                  (e) To borrow or raise  money for the  purposes of the Plan in
         such amount,  and upon such terms and conditions,  as the Trustee shall
         deem advisable; and for any sum so borrowed, to issue a promissory note
         as Trustee, and to secure the repayment thereof by pledging all, or any

                                       55
<PAGE>

         part,  of the Trust Fund;  and no person  lending  money to the Trustee
         shall  be  bound  to see to the  application  of the  money  lent or to
         inquire into the validity, expediency, or propriety of any borrowing;

                  (f) To keep such  portion  of the  Trust  Fund in cash or cash
         balances as the Trustee may, from time to time,  deem to be in the best
         interests of the Plan, without liability for interest thereon;

                  (g) To accept and retain for such time as the Trustee may deem
         advisable  any  securities  or other  property  received or acquired as
         Trustee  hereunder,  whether or not such  securities or other  property
         would normally be purchased as investments hereunder;

                  (h) To make,  execute,  acknowledge,  and  deliver any and all
         documents of transfer and conveyance and any and all other  instruments
         that may be necessary  or  appropriate  to carry out the powers  herein
         granted;

                  (i) To  settle,  compromise,  or  submit  to  arbitration  any
         claims, debts, or damages due or owing to or from the Plan, to commence
         or  defend  suits  or  legal  or  administrative  proceedings,  and  to
         represent   the  Plan  in  all  suits  and  legal  and   administrative
         proceedings;

                  (j) To employ  suitable  agents and  counsel  and to pay their
         reasonable expenses and compensation,  and such agent or counsel may or
         may not be agent or counsel for the Employer;

                  (k) To  apply  for  and  procure  from  responsible  insurance
         companies, to be selected by the Administrator, as an investment of the
         Trust  Fund  such  annuity,  or  other  Contracts  (on the  life of any
         Participant) as the Administrator  shall deem proper;  to exercise,  at
         any time or from time to time,  whatever  rights and  privileges may be
         granted under such annuity,  or other Contracts;  to collect,  receive,
         and settle for the proceeds of all such  annuity or other  Contracts as
         and when entitled to do so under the provisions thereof;

                  (1) To invest  funds of the Trust in time  deposits or savings
         accounts bearing a reasonable rate of interest in the Trustee's bank;

                  (m) To invest  in  Treasury  Bills  and other  forms of United
         States government obligations;

                  (n) To invest in shares  of  investment  companies  registered
         under the Investment Company Act of 1940;

                  (o) To sell,  purchase  and acquire put or call options if the
         options  are  traded on and  purchased  through a  national  securities
         exchange  registered  under the  Securities  Exchange  Act of 1934,  as
         amended,  or, if the  options  are not traded on a national  securities
         exchange,  are  guaranteed  by a  member  firm  of the New  York  Stock
         Exchange;

                                       56
<PAGE>

                  (p) To deposit monies in federally insured savings accounts or
         certificates of deposit in banks or savings and loan associations;

                  (q) To pool all or any of the Trust  Fund,  from time to time,
         with assets  belonging to any other qualified  employee pension benefit
         trust created by the Employer or an affiliated company of the Employer,
         and to commingle such assets and make joint or common  investments  and
         carry  joint  accounts  on behalf of this Plan and such other  trust or
         trusts, allocating undivided shares or interests in such investments or
         accounts or any pooled  assets of the two or more trusts in  accordance
         with their respective interests;

                  (r) To do al such  acts  and  exercise  all  such  rights  and
         privileges,  although not specifically mentioned herein, as the Trustee
         may deem necessary to carry out the purposes of the Plan.

7.4      LOANS TO PARTICIPANTS

                  (a) The Trustee may, in the Trustee's  discretion,  make loans
         to Participants and  Beneficiaries  under the following  circumstances:
         (1) loans shall be made available to all Participants and Beneficiaries
         on a reasonably equivalent basis; (2) loans shall not be made available
         to Highly  Compensated  Employees in an amount  greater than the amount
         made available to other Participants and Beneficiaries; (3) loans shall
         bear a  reasonable  rate of  interest;  (4) loans  shall be  adequately
         secured;  and (5) shall provide for repayment over a reasonable  period
         of time.

                  (b) Loans made  pursuant  to this  Section  (when added to the
         outstanding  balance  of  all  other  loans  made  by the  Plan  to the
         Participant) shall be limited to the lesser of:

                  (1)  $50,000  reduced by the  excess  (if any) of the  highest
                  outstanding  balance of loans from the Plan to the Participant
                  during the one year  period  ending on the day before the date
                  on which such loan is made,  over the  outstanding  balance of
                  loans  from the Plan to the  Participant  on the date on which
                  such loan was made, or

                  (2) one-half (1/2) of the present value of the non-forfeitable
                  accrued benefit of the Participant under the Plan.

                  (c) Loans shall provide for level  amortization  with payments
         to be made not less  frequently  than  quarterly  over a period  not to
         exceed five (5) years. However, loans used to acquire any dwelling unit
         which,  within a reasonable time, is to be used (determined at the time
         the loan is made) as a principal  residence  of the  Participant  shall
         provide for periodic  repayment  over a reasonable  period of time that
         may exceed five (5) years.

                                       57
<PAGE>

                  (d) Any loans  granted or renewed  shall be made pursuant to a
         Participant  loan program.  Such loan program shall be  established  in
         writing and must include, but need not be limited to, the following:

                  (1) the  identity  of the person or  positions  authorized  to
                  administer the Participant loan program;

                  (2) a procedure for applying for loans;

                  (3) the basis on which loans will be approved or denied;

                  (4)  limitations,  if any,  on the types and  amounts of loans
                  offered;

                  (5)  the  procedure   under  the  program  for  determining  a
                  reasonable rate of interest;

                  (6) the types of  collateral  which may  secure a  Participant
                  loan; and

                  (7) the events constituting default and the steps that will be
                  taken to preserve Plan assets

                  Such Participant loan program shall be contained in a separate
         written document which, when properly executed,  is hereby incorporated
         by reference and made a part of the Plan. Furthermore, such Participant
         loan  program may be  modified or amended in writing  from time to time
         without the necessity of amending this Section.

7.5      DUTIES OF THE TRUSTEE REGARDING PAYMENTS

         At the direction of the Administrator,  the Trustee shall, from time to
time, in accordance  with the terms of the Plan,  make payments out of the Trust
Fund.  The Trustee shall not be  responsible  in any way for the  application of
such payments.

7.6      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

         The Trustee shall be paid such  reasonable  compensation  as shall from
time to time be agreed  upon in  writing by the  Employer  and the  Trustee.  An
individual  serving as  Trustee  who  already  receives  full-time  pay from the
Employer shall not receive compensation from the Plan. In addition,  the Trustee
shall be reimbursed for any reasonable  expenses,  including  reasonable counsel
fees incurred by it as Trustee.  Such  compensation  and expenses  shaft be paid
from the Trust Fund unless paid or  advanced by the  Employer.  All taxes of any
kind and all kinds  whatsoever  that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof,  shall
be paid from the Trust Fund.

7.7      ANNUAL REPORT OF THE TRUSTEE

         Within a reasonable  period of time after the later of the  Anniversary
Date or receipt of the Employer's  contribution  for each Plan Year, the Trustee

                                       58
<PAGE>

shall furnish to the Employer and  Administrator a written  statement of account
with  respect  to the Plan Year for which  such  contribution  was made  setting
forth:

                  (a) the net income, or loss, of the Trust Fund;

                  (b) the  gains,  or  losses,  realized  by the Trust Fund upon
         sales or other disposition of the assets;

                  (c) the increase, or decrease, in the value of the Trust Fund;

                  (d) all payments and  distributions  made from the Trust Fund;
         and

                  (e)  such   further   information   as  the   Trustee   and/or
         Administrator  deems  appropriate.  The  Employer,  forthwith  upon its
         receipt of each such statement of account,  shall  acknowledge  receipt
         thereof in writing and advise the Trustee and/or  Administrator  of its
         approval or disapproval thereof.  Failure by the Employer to disapprove
         any such statement of account within thirty (30) days after its receipt
         thereof  shall be deemed  an  approval  thereof.  The  approval  by the
         Employer of any statement of account shall be binding as to all matters
         embraced  therein as between the  Employer  and the Trustee to the same
         extent as if the account of the Trustee had been settled by judgment or
         decree in an action for a judicial settlement of its account in a court
         of competent  jurisdiction  in which the Trustee,  the Employer and all
         persons  having or  claiming  an  interest  in the Plan  were  parties;
         provided,  however,  that nothing  herein  contained  shall deprive the
         Trustee  of its right to have its  accounts  judicially  settled if the
         Trustee so desires.

7.8      AUDIT

                  (a) If an audit of the Plan's records shall be required by the
         Act and the regulations thereunder for any Plan Year, the Administrator
         shall  direct the  Trustee to engage on behalf of all  Participants  an
         independent   qualified  public  accountant  for  that  purpose.   Such
         accountant  shall,  after an audit of the books and records of the Plan
         in accordance  with generally  accepted  auditing  standards,  within a
         reasonable  period  after the close of the Plan  Year,  furnish  to the
         Administrator  and the Trustee a report of his audit  setting forth his
         opinion  as to  whether  any  statements,  schedules  or lists that are
         required by Act Section 103 or the  Secretary of Labor to be filed with
         the Plan's  annual  report,  are presented  fairly in  conformity  with
         generally  accepted  accounting  principles applied  consistently.  All
         auditing  and  accounting  fees shall be an expense of and may,  at the
         election of the Administrator, be paid from the Trust Fund.

                  (b) If some or all of the information  necessary to enable the
         Administrator  to comply with Act Section 103 is  maintained by a bank,
         insurance company, or similar institution, regulated and supervised and
         subject to periodic  examination by a state or federal agency, it shall
         transmit  and  certify  the  accuracy  of  that   information   to  the
         Administrator  as  provided in Act  Section  103(b)  within one hundred
         twenty  (120) days after the end of the Plan Year or by such other date
         as may be prescribed under regulations of the Secretary of Labor.

                                       59
<PAGE>

7.9      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

                  (a) The  Trustee may resign at any time by  delivering  to the
         Employer,  at least  thirty  (30) days  before its  effective  date,  a
         written notice of his resignation.

                  (b)  The  Employer  may  remove  the  Trustee  by  mailing  by
         registered  or  certified  mail,  addressed to such Trustee at his last
         known address,  at least thirty (30) days before its effective  date, a
         written notice of his removal.

                  (c) Upon the death, resignation, incapacity, or removal of any
         Trustee,  a  successor  may be  appointed  by the  Employer;  and  such
         successor,  upon accepting  such  appointment in writing and delivering
         same to the Employer,  shall,  without  further act, become vested with
         all  the  estate,  rights,  powers,  discretions,  and  duties  of  his
         predecessor  with  like  respect  as if he were  originally  named as a
         Trustee  herein.  Until such a successor is  appointed,  the  remaining
         Trustee or Trustees shall have full authority to act under the terms of
         the Plan.

                  (d) The Employer may designate one or more successors prior to
         the death,  resignation,  incapacity,  or removal of a Trustee.  In the
         event a successor  is so  designated  by the  Employer and accepts such
         designation,  the successor  shall,  without further act, become vested
         with all the estate,  rights,  powers,  discretions,  and duties of his
         predecessor  with the like  effect  as if he were  originally  named as
         Trustee herein immediately upon the death, resignation,  incapacity, or
         removal of his predecessor.

                  (e) Whenever any Trustee hereunder ceases to serve as such, he
         shall furnish to the Employer and  Administrator a written statement of
         account  with  respect to the portion of the Plan Year during  which he
         served as Trustee.  This statement shall be either (i) included as part
         of the annual  statement  of account for the Plan Year  required  under
         Section 7.7 or (ii) set forth in a special statement.  Any such special
         statement  of account  should be rendered to the Employer no later than
         the due date of the annual  statement of account for tie Plan Year. The
         procedures set forth in Section 7.7 for the approval by the Employer of
         annual  statements of account  shall apply to any special  statement of
         account  rendered  hereunder  and  approval by the Employer of any such
         special  statement in the manner provided in Section 7.7 shall have the
         same effect upon the statement as the Employer's  approval of an annual
         statement of account.  No successor to the Trustee  shall have any duty
         or  responsibility  to  investigate  the  acts or  transactions  of any
         predecessor  who has rendered  all  statements  of account  required by
         Section 7.7 and this subparagraph.

7.10     TRANSFER OF INTEREST

         Notwithstanding any other provision contained in this Plan, the Trustee
at the direction of the  Administrator  shall transfer the Vested  interest,  if
any, of such  Participant  in his  account to another  trust  forming  part of a
pension, profit sharing or stock bonus plan maintained by such Participant's new
employer and represented by said employer in writing as meeting the requirements

                                       60
<PAGE>

of Code Section 401(a), provided that the trust to which such transfers are made
permits the transfer to be made.

7.11     DIRECT ROLLOVER

                  (a)  Notwithstanding any provision of the Plan to the contrary
         that would otherwise limit a distributee's election under this Section,
         a distributee  may elect,  at the time and in the manner  prescribed by
         the Plan  Administrator,  to have any portion of an  eligible  rollover
         distribution paid directly to an eligible  retirement plan specified by
         the distributee in a direct rollover.

                  (b) For  purposes of this  Section the  following  definitions
         shall apply:

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

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

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

                  (4) A direct rollover is a payment by the plan to the eligible
                  retirement plan specified by the distributee.

                                       61
<PAGE>

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS
8.1      AMENDMENT

                  (a) The Employer shall have the right at any time to amend the
         Plan,  subject  to  the  limitations  of  this  Section.  However,  any
         amendment which affects the rights,  duties or  responsibilities of the
         Trustee  and  Administrator  may only be made  with the  Trustee's  and
         Administrator's  written  consent.  Any  such  amendment  shall  become
         effective as provided therein upon its execution. The Trustee shall not
         be required to execute any such amendment  unless the Trust  provisions
         contained  herein are a part of the Plan and the amendment  affects the
         duties of the Trustee hereunder.

                  (b)  No  amendment  to  the  Plan  shall  be  effective  if it
         authorizes  or permits any part of the Trust Fund (other than such part
         as is required to pay taxes and administration expenses) to be used for
         or diverted to any purpose other than for the exclusive  benefit of the
         Participants or their Beneficiaries or estates; or causes any reduction
         in the amount credited to the account of any Participant;  or causes or
         permits any  portion of the Trust Fund to revert to or become  property
         of the Employer.

                  (c) Except as permitted by  Regulations,  no Plan amendment or
         transaction  having the effect of a Plan  amendment  (such as a merger,
         plan transfer or similar  transaction) shall be effective to the extent
         it eliminates or reduces any "Section  411(d)(6)  protected benefit "or
         adds o& modifies  conditions  relating to "Section 411(d)(6)  protected
         benefits "the result of which is a further  restriction on such benefit
         unless such  protected  benefits are preserved with respect to benefits
         accrued as of the later of the adoption  date or effective  date of the
         amendment.   "Section   411(d)(6)   protected  benefits  "are  benefits
         described in Code Section  411(d)(6)(A),  early retirement benefits and
         retirement-type subsidies, and optional forms of benefit.

8.2      TERMINATION

                  (a)  The  Employer  shall  have  the  right  at  any.  time to
         terminate  the Plan by  delivering  to the  Trustee  and  Administrator
         written  notice  of  such   termination.   Upon  any  full  or  partial
         termination,   all  amounts  credited  to  the  affected  Participants'
         Combined  Accounts  shall become 100% Vested as provided in Section 6.4
         and shall not thereafter be subject to forfeiture,  and all unallocated
         amounts  shall be  allocated  to the  accounts of all  Participants  in
         accordance with the provisions hereof.

                  (b) Upon the full  termination of the Plan, the Employer shall
         direct the distribution of the assets of the Trust Fund to Participants
         in a manner which is consistent  with and  satisfies the  provisions of
         Section 6.5.  Distributions  to a Participant  shall be made in cash or
         through  the   purchase   of   irrevocable   nontransferable   deferred
         commitments  from an insurer.  Except as permitted by Regulations,  the

                                       62
<PAGE>

         termination  of the Plan shall not result in the  reduction of "Section
         411(d)(6) protected benefits "in accordance with Section 8.1(c).

8.3      MERGER OR CONSOLIDATION

         This Plan and Trust may be merged or  consolidated  with, or its assets
and/or  liabilities  may be  transferred to any other plan and trust only if the
benefits  which would be received by a Participant of this Plan, in the event of
a  termination  of  the  plan  immediately   after  such  transfer,   merger  or
consolidation,  are at least equal to the  benefits the  Participant  would have
received if the Plan had terminated  immediately before the transfer,  merger or
consolidation,  and such transfer,  merger or  consolidation  does not otherwise
result in the  elimination  or  reduction of any  "Section  411(d)(6)  protected
benefits "in accordance with Section 8.1(c).

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS

         This Plan  shall not be deemed to  constitute  a contract  between  the
Employer and any Participant or to be a  consideration  or an inducement for the
employment of any Participant or Employee.  Nothing contained in this Plan shall
be deemed to give any  Participant  or Employee  the right to be retained in the
service  of the  Employer  or to  interfere  with the right of the  Employer  to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

9.2      ALIENATION

                  (a) Subject to the exceptions provided below, no benefit which
         shall be  payable  out of the Trust  Fund to any  person  (including  a
         Participant  or his  Beneficiary)  shall be  subject  in any  manner to
         anticipation,   alienation,   sale,   transfer,   assignment,   pledge,
         encumbrance, or charge, and any attempt to anticipate,  alienate, sell,
         transfer,  assign, pledge,  encumber, or charge the same shall be void;
         and no such  benefit  shall in any manner be liable for, or subject to,
         the debts, contracts,  liabilities,  engagements,  or torts of any such
         person,  nor shall it be subject to  attachment or legal process for or
         against  such  person,  and the same  shall  not be  recognized  by the
         Trustee, except to such extent as may be required by law.

                  (b) This provision shall not apply to the extent a Participant
         or  Beneficiary is indebted to the Plan, as a result of a loan from the
         Plan.  At  the  time  a  distribution  is  to  be  made  to  or  for  a
         Participant's or Beneficiary's  benefit,  such proportion of the amount
         distributed as shall equal such loan indebtedness  shall be paid by the
         Trustee to the Trustee or the  Administrator,  at the  direction of the
         Administrator,  to apply against or discharge  such loan  indebtedness.
         Prior to making a payment, however, the Participant or Beneficiary must
         be  given  written   notice  by  the   Administrator   that  such  loan
         indebtedness  is to be so paid in whole or part from his  Participant's
         Combined Account. If the Participant or Beneficiary does not agree that

                                       63
<PAGE>

         the loan indebtedness is a valid claim against his Vested Participant's
         Combined  Account,  he shall be entitled to a review of the validity of
         the claim in accordance with  procedures  provided in Sections 2.12 and
         2.13.

                  (c) This  provision  shall not apply to a "qualified  domestic
         relations  order  "defined  in Code  Section  414(p),  and those  other
         domestic   relations   orders   permitted  to  be  so  treated  by  the
         Administrator  under the  provisions  of the  Retirement  Equity Act of
         1984.  The  Administrator   shall  establish  a  written  procedure  to
         determine  the  qualified  status of domestic  relations  orders and to
         administer  distributions under such qualified orders.  Further, to the
         extent provided under a "qualified  domestic relations order, "a former
         spouse of a  Participant  shall be treated  as the spouse or  surviving
         spouse for all purposes under the Plan.

9.3      CONSTRUCTION OF PLAN

         This Plan and Trust shall be construed  and  enforced  according to the
Act and the laws of the State of Colorado, other than its laws respecting choice
of law, to the extent not preempted by the Act.

9.4      GENDER AND NUMBER

         Wherever any words are used herein in the masculine, feminine or neuter
gender,  they shall be construed as though they were also used in another gender
in all cases where they would so apply,  and  whenever any words are used herein
in the singular or plural form, they shall be construed as though they were also
used in the other form in all cases where they would so apply.

9.5      LEGAL ACTION

         In the event any claim,  suit, or  proceeding is brought  regarding the
Trust   and/or  Plan   established   hereunder  to  which  the  Trustee  or  the
Administrator may be a party, and such claim, suit, or proceeding is resolved in
favor of the Trustee or  Administrator,  they shall be entitled to be reimbursed
from the Trust Fund for any and all costs,  attorney's  fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

9.6      PROHIBITION AGAINST DIVERSION OF FUNDS

                  (a)  Except  as  provided  below  and  otherwise  specifically
         permitted by law, it shall be impossible by operation of the Plan or of
         the  Trust,  by  termination  of  either,  by  power of  revocation  or
         amendment,   by  the  happening  of  any  contingency,   by  collateral
         arrangement or by any other means, for any part of the corpus or income
         of any  trust  fund  maintained  pursuant  to  the  Plan  or any  funds
         contributed thereto to be used for, or diverted to, purposes other than
         the exclusive benefit of Participants,  Retired Participants,  or their
         Beneficiaries.

                  (b)  In  the  event  the  Employer  shall  make  an  excessive
         contribution   under  a  mistake  of  fact   pursuant  to  Act  Section
         403(c)(2)(A),  the  Employer  may demand  repayment  of such  excessive
         contribution  at any time  within  one (1) year  following  the time of

                                       64
<PAGE>

         payment and the  Trustees  shall  return  such  amount to the  Employer
         within the one (1) year period.  Earnings of the Plan  attributable  to
         the excess  contributions  may not be returned to the  Employer but any
         losses attributable thereto must reduce the amount so returned.

9.7      BONDING

         Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and  regulations  thereunder,  shall be bonded in an amount  not less
than 10% of the amount of the funds such Fiduciary handles;  provided,  however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000. The amount
of funds  handled  shall be determined at the beginning of each Plan Year by the
amount of funds handled by such person,  group, or class to be covered and their
predecessors,  if any,  during  the  preceding  Plan  Year,  or if  there  is no
preceding  Plan Year,  then by the amount of the funds to be handled  during the
then current  year.  The bond shall  provide  protection to the Plan against any
loss by  reason  of acts of fraud or  dishonesty  by the  Fiduciary  alone or in
connivance with others.  The surety shall be a corporate surety company (as such
term is used in Act Section 412(a)(2)), and the bond shall be in a form approved
by the Secretary of Labor. Notwithstanding anything in the Plan to the contrary,
the cost of such bonds  shall be an expense of and may,  at the  election of the
Administrator, be paid from the Trust Fund or by the Employer.

9.8      EMPLOYER'S-AND TRUSTEE'S PROTECTIVE CLAUSE

         Neither the Employer nor the Trustee,  nor their  successors,  shall be
responsible for the validity of any Contract issued hereunder or for the failure
on the part of the insurer to make payments  provided by any such  Contract,  or
for the action of any person which may delay  payment or render a Contract  null
and void or unenforceable in whole or in part.

9.9      INSURER'S PROTECTIVE CLAUSE

         Any  insurer  who shall issue  Contracts  hereunder  shall not have any
responsibility  for the validity of this Plan or for the tax or legal aspects of
this  Plan.  The  insurer  shall be  protected  and held  harmless  in acting in
accordance with any written direction of the Trustee,  and shall have no duty to
see to the  application  of any funds paid to the  Trustee,  nor be  required to
question any actions  directed by the Trustee.  Regardless  of any  provision of
this Plan,  the  insurer  shall not be  required to take or permit any action or
allow any benefit or privilege  contrary to the terms of any  Contract  which it
issues hereunder, or the rules of the insurer.

9.10     RECEIPT AND RELEASE FOR PAYMENTS

         Any payment to any Participant, his legal representative,  Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof,  be in
full  satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative,  Beneficiary,
guardian or committee,  as a condition  precedent to such payment,  to execute a
receipt and release  thereof in such form as shall be  determined by the Trustee
or Employer.

                                       65
<PAGE>

9.11     ACTION BY THE EMPLOYER

         Whenever  the  Employer  under  the terms of the Plan is  permitted  or
required  to do or  perform  any act or matter  or  thing,  it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

         The  "named  Fiduciaries  "of this Plan are (1) the  Employer,  (2) the
Administrator  and (3) the Trustee.  The named Fiduciaries shall have only those
specific powers, duties,  responsibilities,  and obligations as are specifically
given  them  under  the Plan.  In  general,  the  Employer  shall  have the sole
responsibility for making the contributions  provided for under Section 4.1; and
shall  have the sole  authority  to  appoint  and  remove  the  Trustee  and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate,  in whole or in part, the Plan. The  Administrator  shall have the
sole responsibility for the administration of the Plan, which  responsibility is
specifically   described  in  the  Plan.   The  Trustee   shall  have  the  sole
responsibility  of management  of the assets held under the Trust,  except those
assets, the management of which has been assigned to an Investment Manager,  who
shall be solely responsible for the management of the assets assigned to it, all
as specifically  provided in the Plan.  Each named  Fiduciary  warrants that any
directions  given,  information  furnished,  or  action  taken by it shall be in
accordance  with the  provisions of the Plan,  authorizing or providing for such
direction,  information or action.  Furthermore,  each named  Fiduciary may rely
upon any such  direction,  information  or action of another named  Fiduciary as
being proper under the Plan,  and is not required under the Plan to inquire into
the propriety of any such direction, information or action. It is intended under
the Plan that each named  Fiduciary shall be responsible for the proper exercise
of its own powers,  duties,  responsibilities and obligations under the Plan. No
named Fiduciary shall guarantee the Trust Fund in any manner against  investment
loss or depreciation  in asset value.  Any person or group may serve in any more
than one  Fiduciary  capacity.  In the  furtherance  of  their  responsibilities
hereunder,  the "named Fiduciaries "shall be empowered to interpret the Plan and
Trust and to resolve ambiguities,  inconsistencies and omissions, which findings
shall be binding, final and conclusive.

9.13     HEADINGS

         The  headings  and  subheadings  of this Plan have  been  inserted  for
convenience  of  reference  and are to be  ignored  in any  construction  of the
provisions hereof.

9.14     APPROVAL BY INTERNAL REVENUE SERVICE

                  (a)   Notwithstanding   anything   herein  to  the   contrary,
         contributions   to  this  Plan  are   conditioned   upon  the   initial
         qualification  of the Plan under Code Section 401. If the Plan receives
         an adverse  determination  with  respect to its initial  qualification,
         then the Plan may return such  contributions to the Employer within one
         year  after  such  determination,.  provided  the  application  for the
         determination  is made by the time  prescribed  by law for  filing  the
         Employer's  return for the taxable  year in which the Plan was adopted,
         or such later date as the Secretary of the Treasury may prescribe.

                                       66
<PAGE>

                  (b)  Notwithstanding  any  provisions to the contrary,  except
         Sections 3.6, 3.7, and 4.1(f),  any contribution by the Employer to the
         Trust Fund is conditioned upon the deductibility of the contribution by
         the  Employer  under the Code and, to the extent any such  deduction is
         disallowed,  the  Employer  may,  within  one (1)  year  following  the
         disallowance  of the  deduction,  demand  repayment of such  disallowed
         contribution and the Trustee shall return such contribution  within one
         (1) year following the disallowance.  Earnings of the Plan attributable
         to the excess contribution may not be returned to the Employer, but any
         losses attributable thereto must reduce the amount so returned.

9.15     UNIFORMITY

         All  provisions  of this Plan  shall be  interpreted  and  applied in a
uniform,  nondiscriminatory  manner.  In the event of any  conflict  between the
terms of this Plan and any Contract  purchased  hereunder,  the Plan  provisions
shall control.

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS

         Notwithstanding  anything  herein to the contrary,  with the consent of
the Employer and Trustee, any other corporation or entity,  whether an affiliate
or subsidiary or not, may adopt this Plan and all of the provisions  hereof, and
participate  herein  and be known as a  Participating  Employer,  by a  properly
executed  document  evidencing  said  intent  and  will  of  such  Participating
Employer.

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

                  (a) Each such Participating  Employer shall be required to use
         the same Trustee as provided in this Plan.

                  (b) The Trustee may, but shall not be required to,  commingle,
         hold  and  invest  as  one  Trust  Fund  all   contributions   made  by
         Participating  Employers,  as well as all increments thereof.  However,
         the assets of the Plan shall,  on an ongoing basis, be available to pay
         benefits to all Participants and  Beneficiaries  under the Plan without
         regard to the Employer or  Participating  Employer who contributed such
         assets.

                  (c) The  transfer  of any  Participant  from or to an Employer
         participating  in this Plan,  whether he be an Employee of the Employer
         or a Participating Employer, shall not affect such Participant's rights
         under the Plan, and all amounts credited to such Participant's Combined
         Account as well as his accumulated  service time with the transferor or
         predecessor,  and  his  length  of  participation  in the  Plan,  shall
         continue to his credit.

                  (d)  All  rights  and  values   forfeited  by  termination  of
         employment  shall inure only to the benefit of the  Participants of the
         Employer or Participating  Employer by which the forfeiting Participant

                                       67
<PAGE>

         was  employed,  except  if the  Forfeiture  is for  an  Employee  whose
         Employer is an Affiliated Employer, then said Forfeiture shall inure to
         the benefit of the  Participants  of those Employers who are Affiliated
         Employers.  Should an Employee of one ("First") Employer be transferred
         to an associated  ("Second")  Employer which is an Affiliated  Employer
         such transfer shall not cause his account balance  (generated  while an
         Employee of "First  "Employer)  in any  manner,  or by any amount to be
         forfeited. Such Employee's Participant Combined Account balance for all
         purposes of the Plan, including length of service,  shall be considered
         as though he had always been  employed by the "Second  "Employer and as
         such had received contributions,  forfeitures,  earnings or losses, and
         appreciation  or depreciation in value of assets totaling the amount so
         transferred.

                  (e) Any  expenses  of the  Trust  which  are to be paid by the
         Employer or borne by the Trust Fund shall be paid by each Participating
         Employer in the same  proportion  that the total amount standing to the
         credit of all Participants employed by such Employer bears to the total
         standing to the credit of all Participants.

10.3     DESIGNATION OF AGENT

         Each Participating Employer shall be deemed to be a party to this Plan;
provided,  however,  that with respect to all of its relations  with the Trustee
and  Administrator  for the purpose of this Plan,  each  Participating  Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan  clearly  indicates  the  contrary,  the word  "Employer
"shall be deemed to  include  each  Participating  Employer  as  related  to its
adoption of the Plan.

10.4     EMPLOYEE TRANSFERS

         It  is  anticipated  that  an  Employee  may  be  transferred   between
Participating  Employers,  and in the event of any such  transfer,  the Employee
involved shall carry with him his accumulated  service and eligibility.  No such
transfer   shall  effect  a  termination  of  employment   hereunder,   and  the
Participating  Employer to which the  Employee is  transferred  shall  thereupon
become  obligated  hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

10.5     PARTICIPATING EMPLOYER'S CONTRIBUTION

         Any contribution  subject to allocation  during each Plan Year shall be
allocated  only  among  those  Participants  of the  Employer  or  Participating
Employer  making  the  contribution,  except if the  contribution  is made by an
Affiliated  Employer,  in which event such contribution shall be allocated among
all Participants of all Participating  Employers who are Affiliated Employers in
accordance  with the  provisions of this Plan.  On the basis of the  information
furnished  by the  Administrator,  the  Trustee  shall keep  separate  books and
records concerning the affairs of each  Participating  Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer. The
Trustee  may,  but  need  not,  register  Contracts  so as to  evidence  that  a
particular  Participating Employer is the interested Employer hereunder,  but in
the event of an Employee  transfer from one  Participating  Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

                                       68
<PAGE>

10.6     AMENDMENT

         Amendment  of this Plan by the Employer at any time when there shall be
a Participating  Employer  hereunder shall only be by the written action of each
and every Participating  Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.

10.7     DISCONTINUANCE OF PARTICIPATION

         Any Participating  Employer shall be permitted to discontinue or revoke
its  participation  in the  Plan.  At the  time of any  such  discontinuance  or
revocation,  satisfactory  evidence  thereof  and of any  applicable  conditions
imposed  shall  be  delivered  to the  Trustee.  The  Trustee  shall  thereafter
transfer,  deliver and assign Contracts and other Trust Fund assets allocable to
the  Participants  of such  Participating  Employer to such new Trustee as shall
have been designated by such  Participating  Employer,  in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(b)  protected benefits "in accordance with Section 8.1(c). If no
successor is designated,  the Trustee shall retain such assets for the Employees
of said Participating Employer pursuant to the provisions of Article VII hereof.
In no such  event  shall  any part of the  corpus  or  income of the Trust as it
relates to such Participating Employer be used for or diverted to purposes other
than for the exclusive benefit of the Employees of such Participating Employer.

10.8     ADMINISTRATOR'S AUTHORITY

         The  Administrator  shall have  authority to make any and all necessary
rules  or  regulations,   binding  upon  all  Participating  Employers  and  all
Participants, to effectuate the purpose of this Article.

         IN WITNESS WHEREOF,  this Plan has been executed the day and year first
above written.

                           MATRIX CAPITAL CORPORATION


                           By
                             ----------------------------------------------
                             EMPLOYER



                           By
                             ----------------------------------------------
                                 TRUSTEE



                           By
                             ----------------------------------------------
                                 TRUSTEE






                                       69