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                                                                   Exhibit 10.24





                      VIACELL, INC. 401(K) RETIREMENT PLAN

                            SUMMARY PLAN DESCRIPTION


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                                TABLE OF CONTENTS

                                                                           Page


I    INTRODUCTION TO YOUR PLAN.............................................  1

II   GENERAL INFORMATION ABOUT YOUR PLAN...................................  2

         1.  General Plan Information......................................  2

         2.  Employer Information..........................................  2

         3.  Plan Administrator Information................................  3

         4.  Plan Trustee Information......................................  3

         5.  Service of Legal Process......................................  3

III PARTICIPATION IN YOUR PLAN.............................................  3

         1.  Eligibility Requirements......................................  3

         2.  Participation Requirements....................................  3

IV   CONTRIBUTIONS TO YOUR PLAN............................................  4

         1.  Employer Contributions to the Plan............................  4

         2.  Participant Salary Reduction Election.........................  4

         3.  Your Share of Employer Contributions..........................  6

         4.  Compensation..................................................  7

         5.  Forfeitures...................................................  7

         6.  Transfers From Qualified Plans (Rollovers)....................  7

         7.  Directed Investments..........................................  7

V    BENEFITS UNDER YOUR PLAN..............................................  8

         1.  Distribution of Benefits Upon Normal Retirement...............  8

         2.  Distribution of Benefits Upon Late Retirement.................  8

         3.  Distribution of Benefits Upon Death...........................  8

         4.  Distribution of Benefits Upon Disability......................  9

         5.  Distribution of Benefits Upon Termination of Employment.......  9

         6.  Vesting in Your Plan.......................................... 10

         7.  Benefit Payment Options....................................... 10

         8.  Hardship Distribution of Benefits............................. 11

         9.  Treatment of Distributions From Your Plan..................... 12

         10. Domestic Relations Order...................................... 13

                                      -i-

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                                TABLE OF CONTENTS
                                   (continued)


                                                                           Page


         11. Pension Benefit Guaranty Corporation.......................... 13

VI   YEAR OF SERVICE RULES................................................. 13

         1.  Year of Service and Hour of Service........................... 13

         2.  1-Year Break in Service....................................... 14

VII  YOUR PLAN'S TOP HEAVY RULES........................................... 15

         1.  Explanation of Top Heavy Rules................................ 15

VIII LOANS................................................................. 15

         1.  Loan Requirements............................................. 15

IX   CLAIMS BY PARTICIPANTS AND BENEFICIARIES.............................. 17

         2.  The Claims Review Procedure................................... 18

X    STATEMENT OF ERISA RIGHTS............................................. 19

         1.  Explanation of Your ERISA Rights.............................. 19

XI   AMENDMENT AND TERMINATION OF YOUR PLAN................................ 20

         1.  Amendment..................................................... 20

         2.  Termination................................................... 20



                                      -ii-


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                      VIACELL, INC. 401(K) RETIREMENT PLAN

                            SUMMARY PLAN DESCRIPTION


                                        I
                            INTRODUCTION TO YOUR PLAN

     ViaCell, Inc. wishes to recognize the efforts its employees have made to
its success and to reward them by adopting a 401(k) Profit Sharing Plan and
Trust. This 401(k) Profit Sharing Plan and Trust will be for the exclusive
benefit of eligible employees and their beneficiaries.

     Your Plan is a "salary reduction plan." It is also called a "401(k) plan."
Under this type of plan, you may choose to reduce your compensation and have
these amounts contributed to this Plan on your behalf

     The purpose of this Plan is to reward eligible employees for long and loyal
service by providing them with retirement benefits.

     Between now and your retirement, your Employer intends to make
contributions for you and other eligible employees. When you retire, you will be
eligible to receive the value of the amounts which have accumulated in your
account.

     This Summary Plan Description is a brief description of your Plan and your
rights, obligations, and benefits under that Plan. Some of the statements made
in this Summary Plan Description are dependent upon this Plan being "qualified"
under the provisions of the Internal Revenue Code. This Summary Plan Description
is not meant to interpret, extend, or change the provisions of your Plan in any
way. The provisions of your Plan may only be determined accurately by reading
the actual Plan document, including the Adoption Agreement.

     A copy of your Plan and the Adoption Agreement are on file at your
Employer's office and may be read by you, your beneficiaries, or your legal
representatives at any reasonable time. If you have any questions regarding
either your Plan, the Adoption Agreement or this Summary Plan Description, you
should ask your Plan's Administrator. In the event of any discrepancy between
this Summary Plan Description and the actual provisions of the Plan, the Plan
will govern.


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                                       II
                       GENERAL INFORMATION ABOUT YOUR PLAN

     There is certain general information which you may need to know about your
Plan. This information has been summarized for you in this Section.



1. GENERAL PLAN INFORMATION

     ViaCell, Inc. 401(k) Retirement Plan is the name of your Plan.

     Your Employer has assigned Plan Number 001 to your Plan.

     The provisions of your Plan become effective on January 1, 2000, which is
called the Effective Date of the Plan.

     Your Plan's records are maintained on a twelve-month period of time. This
is known as the Plan Year. The Plan Year begins on January 1 and ends on
December 31.

     Certain valuations and distributions are made on the Anniversary Date of
your Plan. This date is December 31.

     The contributions made to your Plan will be held and invested by the
Trustee of your Plan.

     Your Plan and Trust will be governed by the laws of the Commonwealth of
Massachusetts.

2. EMPLOYER INFORMATION

     Your Employer's name, address and identification number are:

     ViaCell, Inc.
     551 Boylston Street
     Boston, Massachusetts 02116
     04-3244816

3. PLAN ADMINISTRATOR INFORMATION

     The name, address and business telephone number of your Plan's
Administrator are:

     ViaCell, Inc.
     551 Boylston Street
     Boston, Massachusetts 02116
     (617) 266-4373

     Your Plan's Administrator keeps the records for the Plan and is responsible
for the administration of the Plan. The Administrator has discretionary
authority to construe the terms of the Plan and make determinations on questions
which may affect your eligibility for benefits. Your Plan's Administrator will
also answer any questions you may have about your Plan.

                                       2

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4. PLAN TRUSTEE INFORMATION.

     The name of your Plan's Trustee is:

     Marc D. Beer

     The principal place of business of your Plan's Trustee is:

     551 Boylston Street
     Boston, Massachusetts 02116

     Your Plan's Trustee has been designated to hold and invest Plan assets for
the benefit of you and other Plan participants. The trust fund established by
the Plan's Trustee will be the funding medium used for the accumulation of
assets from which benefits will be distributed.

5. SERVICE OF LEGAL PROCESS.

     The name and address of your Plan's agent for service of legal process are:

     ViaCell, Inc.
     551 Boylston Street
     Boston, Massachusetts 02116

     Service of legal process may also be made upon the Trustee or
Administrator.

                                      III
                           PARTICIPATION IN YOUR PLAN

     Before you become a member or a "participant" in the Plan, there are
certain eligibility and participation rules which you must meet. These rules are
explained in this Section.

1. ELIGIBILITY REQUIREMENTS.

     You will participate in the Plan as of September 1, 2000 if you have
attained age 21.

2. PARTICIPATION REQUIREMENTS.

     Once you have satisfied your Plan's eligibility requirements, your next
step will be to actually become a member or a "participant" in the Plan. You
will become a participant on a specified day of the Plan Year. This day is
called the Effective Date of Participation.

     You will become a participant on January 1, April 1, July 1 or October 1,
coinciding with or next following the date you satisfy your Plan's eligibility
requirements.

                                       3

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                                       IV
                           CONTRIBUTIONS TO YOUR PLAN

1. EMPLOYER CONTRIBUTIONS TO THE PLAN

     Each year, your Employer will contribute to your Plan the following
amounts:

         (a) The total amount of the salary reduction you elected to defer. (See
the Section in this Article entitled "Participant Salary Reduction Election.")

         (b) A discretionary matching contribution equal to a percentage of the
amount of the salary reduction you elected to defer, which percentage will be
determined each year by the Employer.

         For a participant to qualify for a matching contribution, the following
         conditions apply:

         - If you are actively employed on the last day of the Plan Year, you
         will share regardless of the number of Hours of Service credited during
         the Plan Year.

         - If you terminate employment (not actively employed on the last day of
         the Plan Year), you will receive a matching contribution regardless of
         the number of Hours of Service credited for the Plan Year.

             - You will share in the matching contribution for the year
             regardless of the number of Hours of Service credited in the year
             of your death, disability or retirement.

         (c) A discretionary amount determined each year by your Employer.

     For a participant to qualify for the discretionary contribution, the
following conditions apply:

         - If you are actively employed on the last day of the Plan Year, you
         will share regardless of the number of Hours of Service credited during
         the Plan Year.

         - If you terminate employment (not actively employed on the last day of
         the Plan Year), you must be credited with more than 500 Hours of
         Service.

         - You will share for the year regardless of the number of Hours of
         Service credited in the year of your death, disability or retirement.

2. PARTICIPANT SALARY REDUCTION ELECTION

     As a participant, you may elect to defer not less than 1% nor more than 20%
of your compensation each year instead of receiving that amount in cash.
However, your total deferrals in any taxable year may not exceed a dollar limit
which is set by law. The limit for 1998 is $10,000. This limit will be increased
in future years for cost of living changes.

     You may elect to defer your salary as of January 1, April 1, July 1 and
October 1. Such election will become effective as soon as administratively
feasible. Your election will remain in effect until you modify or terminate it.
You may modify your election as of January 1, April 1, July 1 and October 1 of
any year. The modification will become effective as soon as administratively
feasible.

                                       4

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     The amount you elect to defer, and any earnings on that amount, will not be
subject to income tax until it is actually distributed to you. This money will,
however, be subject to Social Security taxes at all times.

     You should also be aware that the annual dollar limit is an aggregate limit
which applies to all deferrals you may make under this plan or other cash or
deferred arrangements (including tax-sheltered 403(b) annuity contracts,
simplified employee pensions or other 401(k) plans in which you may be
participating). Generally, if your total deferrals under all cash or deferred
arrangements for a calendar year exceed the annual dollar limit, the excess must
be included in your income for the year. For this reason, it is desirable to
request in writing that these excess deferrals be returned to you. If you fail
to request such a return, you may be taxed a second time when the excess
deferral is ultimately distributed from the Plan.

     You must decide which plan or arrangement you would like to have return the
excess. If you decide that the excess should be distributed from this Plan, you
should communicate this in writing to the Administrator no later than the March
1st following the close of the calendar year in which such excess deferrals were
made. The Administrator may then return the excess deferral and any earnings to
you by April 15th.

     In the event you receive a hardship distribution from your deferrals to
this Plan or any other plan maintained by your Employer, you will not be allowed
to make additional salary reductions for a period of twelve (12) months after
you receive the distribution. Furthermore, the dollar limitation set by law with
respect to your taxable year following the year in which you received the
distribution, will be reduced by your salary reductions, if any, for the taxable
year of the distribution.

     You will always be 100% vested in the amount you deferred. This means that
you will always be entitled to all of the deferred amount. This money will,
however, be affected by any investment gains or losses. If the Trustee invested
this money and there was a gain, the balance in your account would increase. Of
course, if there was a loss, the balance in your account would decrease.

     Distributions from your deferred account are not permitted before age
59 1/2 EXCEPT in the event of:

     (a) death;

     (b) disability;

     (c) termination of employment; or

     (d) reasons of proven financial hardship (See the Section in Article V
entitled "Hardship Distribution of Benefits").

     In addition, if you are a highly compensated employee (generally owners,
officers or individuals receiving wages in excess of certain amounts established
by law), a distribution from your deferred account of certain excess
contributions may be required to comply with the law. The Administrator will
notify you when a distribution is required.

                                       5

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3. YOUR SHARE OF EMPLOYER CONTRIBUTIONS.

     Your Employer will allocate the amount you elect to defer to an account
maintained on your behalf.

     If you are eligible, your Employer will also allocate the matching
contribution made to the Plan on your behalf. (See the Section in this Article
entitled "Employer Contributions to the Plan.")

     Your Employer's discretionary contribution will be "allocated" or divided
among participants eligible to share in the contribution for the Plan Year. Your
share of the contribution will depend upon how much compensation you received
during the year and the compensation received by other eligible participants.

     Your share of your Employer's discretionary contribution is determined by
the following fraction:

                                                       Your Compensation

                   Employer's                  X _______________________________
         Discretionary Contribution                Total Compensation of All
                                                 Participants Eligible to Share

    For example:

    Suppose the Employer's discretionary contribution for the Plan Year is
    $20,000. Employee A's compensation for the Plan Year is $25,000. The
    total compensation of all participants eligible to share, including
    Employee A, is $250,000. Employee A's share will be:

                        $20,000  X        $25,000  or       $2,000
                                          -------
                                         $250,000

     In addition to the Employer's contributions made to your account, your
account will be credited annually with a share of the investment earnings or
losses of the trust fund.

     You should also be aware that the law imposes certain limits on how much
money may be allocated to your account for a year. These limits are extremely
complex, but generally no more than the lesser of $30,000 or 25% of your
compensation may be allocated to you (excluding earnings) in any year. The
Administrator will inform you if these limits have affected you.

                                       6

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4. COMPENSATION

     For the purposes of your Plan, compensation has a special meaning.
Compensation is defined as your total salary, wages and other amounts which are
includible in your income for purposes of income taxes that is paid during the
Plan Year. However, the following will be excluded:

             --  reimbursements or other expense allowances, fringe
             benefits, moving expenses, deferred compensation, and welfare
             benefits.

     In addition, salary reduction contributions to any cafeteria plan, tax
sheltered annuity, SEP or 401(k) plan will be included as compensation for Plan
purposes.

     For the first year of your participation in the Plan, your compensation
will be recognized for benefit purposes for the entire Plan Year.

     For the Plan Year beginning in 1997 and for Plan Years thereafter, the
Plan, by law, cannot recognize compensation in excess of $160,000. This amount
will be adjusted in future years for cost of living increases. It will also be
applied to certain highly compensated employees and their family members as if
they were a single participant. If you or a member of your family may be
affected by this rule, ask your Administrator for further details.

5. FORFEITURES

     Forfeitures are created when participants terminate employment before
becoming entitled to their full benefits under the Plan. Your account may grow
from the forfeitures of other participants. Forfeitures will be "allocated", or
divided among participants eligible to share for a Plan Year. However, a portion
of forfeited amounts will be used to reduce your Employer's contributions to the
Plan.

6. TRANSFERS FROM QUALIFIED PLANS (ROLLOVERS)

     At the discretion of the Administrator, you may be permitted to deposit
into your Plan distributions you have received from other plans. Such a deposit
is called a "rollover" and may result in tax savings to you. You should consult
qualified counsel to determine if a rollover is in your best interest.

     Your rollover will be placed in a separate account called a "participant's
rollover account." The Administrator may establish rules for investment.

     You will always be 100% vested in your "rollover account." This means that
you will always be entitled to all of your rollover contributions. Rollover
contributions will be affected by any investment gains or losses. If the Trustee
invested this money and there was a gain, the balance in your account would
increase. Of course, if there was a loss from an investment, the balance in your
account would decrease.

7. DIRECTED INVESTMENTS

     The Administrator may establish rules for investment of your account
balance. If the Administrator approves, you may direct the investment of your
account balance.

     Your Plan offers several investment options and you may instruct the
Trustees how you would like to invest the funds. If you choose not to select how
your accounts are invested, the Trustees will invest

                                       7

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them for you. The Trustees are fiduciaries of the Plan, which means that they
have a responsibility to you to invest the plan assets prudently.

         The Plan is intended to meet the requirements of ERISA Section 404(c)
     and its regulations. Under these rules, the Plan's, fiduciaries may be
     relieved of liability for losses that are a direct and necessary result of
     your investment instructions.

         Contact your Plan Administrator for information concerning the
     investment options which are currently available.

                                       V
                            BENEFITS UNDER YOUR PLAN

1. DISTRIBUTION OF BENEFITS UPON NORMAL RETIREMENT

         Your Normal Retirement Date is the date of your 65th birthday (Normal
     Retirement Age).

         At your Normal Retirement Age, you will be entitled to 100% of your
     account balance. Payment of your benefits will begin as soon as practicable
     following your Normal Retirement Date.

2. DISTRIBUTION OF BENEFITS UPON LATE RETIREMENT

         You may remain employed past your Plan's Normal Retirement Date and
     retire instead on your Late Retirement Date. Your Late Retirement Date is
     any date you choose to retire after first having reached your Normal
     Retirement Date. On your Late Retirement Date, you will be entitled to 100%
     of your account balance. Actual benefit payments will begin as soon as
     practicable following your Late Retirement Date.

3. DISTRIBUTION OF BENEFITS UPON DEATH

         Your beneficiary will be entitled to a single lump-sum distribution of
     100% of your account balance upon your death.

         If you are married at the time of your death, your spouse will be the
     beneficiary of the death benefit, unless you otherwise elect in writing on
     a form to be furnished to you by the Administrator, IF YOU WISH TO
     DESIGNATE A BENEFICIARY OTHER THAN YOUR SPOUSE, HOWEVER, YOUR SPOUSE MUST
     IRREVOCABLY CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR SPOUSE'S
     CONSENT MUST BE IN WRITING, BE WITNESSED BY A NOTARY OR A PLAN
     REPRESENTATIVE AND ACKNOWLEDGE THE SPECIFIC NONSPOUSE BENEFICIARY.


                                       8

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         If, however,

         (a) your spouse has validly waived any right to the death benefit in
     the manner outlined above,

         (b) your spouse cannot be located, or

         (c) you are not married at the time of your death, then your death
     benefit will be paid to the beneficiary of your own choosing in a single
     lump sum. You may designate the beneficiary on a form to be supplied to you
     by the Administrator. If you change your designation, your spouse must
     again consent to the change.

     Regardless of the method of distribution selected, your entire death
benefit must generally be paid to your beneficiaries within five years after
your death (the "5-year rule"). However, if your designated beneficiary is a
person (instead of your estate or most trusts), then you or your beneficiary may
elect to have minimum distributions begin within one year of your death and it
may be paid over the designated beneficiary's life expectancy (the "1-year
rule"). If your spouse is the beneficiary, then under the "1-year rule" the
start of payments may be delayed until the year in which you would have attained
age 70 1/2. The election to have death benefits distributed under the "1-year
rule" instead of the "5-year rule" must be made no later than the time at which
minimum distributions must commence under the "1-year rule" (or, in the case of
a surviving spouse, the "5-year rule," if earlier).

     Since your spouse participates in these elections and has certain rights in
the death benefit, you should immediately report any change in your marital
status to the Administrator.

4. DISTRIBUTION OF BENEFITS UPON DISABILITY

     Under your Plan, disability is defined as a physical or mental condition
resulting from bodily injury, disease, or mental disorder which renders you
incapable of continuing any gainful occupation with your Employer. Your
disability will be determined by a licensed physician chosen by the
Administrator. However, if your condition constitutes total disability under the
federal Social Security Act, then the Administrator may deem that you are
disabled for purposes of the Plan.

     If you become disabled while a participant, you will be entitled to 100% of
your account balance. Payment of your disability benefits will be made to you as
if you had retired. (See the Section in this Article entitled "Benefit Payment
Options.")

5. DISTRIBUTION OF BENEFITS UPON TERMINATION OF EMPLOYMENT

     Your Plan is designed to encourage you to stay with your Employer until
retirement. Payment of your account balance under your Plan is generally only
available upon your death, disability or retirement.

     If your employment terminates for reasons other than those listed above,
you will be entitled to receive only your "vested percentage" of your account
balance and the remainder of your account will be forfeited. Only contributions
made by your Employer are subject to forfeiture. (See the Section in this
Article entitled "Vesting in Your Plan.")

                                       9

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     If you so elect, the Administrator will direct the Trustee to distribute
your vested benefit to you before the date it would normally be distributed
(upon your death, disability or retirement). If your vested benefit under the
Plan at the time of any prior distribution exceeded $3,500 or currently exceeds
$3,500, you must give written consent before the distribution may be made.
Amounts of $3,500 or less will be distributed without the need for consent.

6. VESTING IN YOUR PLAN.

     Your "vested percentage" in your account is determined under the following
schedule and is based on vesting Years of Service. You will always, however, be
100% vested upon your Normal Retirement Age. (See the Section in this Article
entitled "Distribution of Benefits Upon Normal Retirement.")

                                Vesting Schedule

                Years of Service                             Percentage
                       1                                        25%
                       2                                        50%
                       3                                        75%
                       4                                        100%

     Regardless of this vesting schedule, you are always 100% vested in your
salary reduction amounts contributed to the Plan.

7. BENEFIT PAYMENT OPTIONS.

     At the time you are entitled to receive a distribution under the Plan, the
Administrator will direct the distribution of your benefits to you in one
lump-sum cash payment.

     GENERALLY, WHENEVER A DISTRIBUTION IS TO BE MADE TO YOU ON OR BEFORE AN
ANNIVERSARY DATE, IT MAY BE POSTPONED BY THE PLAN FOR A PERIOD OF UP TO 180
DAYS, FOR ADMINISTRATIVE CONVENIENCE. HOWEVER, UNLESS YOU ELECT IN WRITING TO
DEFER THE RECEIPT OF BENEFITS, NO DISTRIBUTION MAY BEGIN 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 you reach the age of 65 or your Normal Retirement
Age;

        (b) the 10th anniversary of the year in which you became a participant
in the Plan;

        (c) the date you terminated employment with your Employer.

     Regardless of whether you elect to delay the receipt of benefits, there are
other rules which generally require minimum payments to begin no later than the
April 1st following the year in which you reach age 70 1/2. You should see the
Administrator if you feel you may be affected by this rule.

                                      10

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8. HARDSHIP DISTRIBUTION OF BENEFITS

     The Administrator may direct the Trustee to distribute up to 100% of your
account balance attributable to your salary reduction election in the event of
immediate and heavy financial need. This hardship distribution is not in
addition to your other benefits and will therefore reduce the value of the
benefits you will receive at normal retirement.

     Distribution may only be made from a fully vested account balance.

     Withdrawal will be authorized only if the distribution is to be used for
one of the following purposes:

         (a) The payment of medical expenses (described in Section 213(d) of
     the Internal Revenue Code) previously incurred by you or your dependent or
     necessary for you or your dependent to obtain medical care;

         (b) The costs directly related to the purchase of your principal
     residence (excluding mortgage payments);

         (c) The payment of tuition and related educational fees for the next
     twelve (12) months of post-secondary education for yourself, your spouse or
     dependent;

         (d) The payment necessary to prevent your eviction from your principal
     residence or foreclosure on the mortgage of your principal residence.

     There are restrictions placed on hardship distributions which are made from
certain accounts. These accounts are generally the accounts which receive your
salary reduction contributions and other Employer contributions which are used
to satisfy special rules that apply to 401(k) plans. Any hardship distribution
from these accounts will be limited to your salary reduction contributions. Ask
your Administrator if you need further details.

                                      11

<PAGE>


     In addition, a distribution will be made from these accounts only if you
certify and agree that all of the following conditions are satisfied:

         (a) The distribution is not in excess of the amount of your immediate
and heavy financial need;

         (b) You have obtained all distributions, other than hardship
distributions, and all nontaxable loans currently available under all plans
maintained by your Employer;

         (c) That your elective contributions and employee contributions will be
suspended for at least twelve (12) months after your receipt of the hardship
distribution; and

         (d) That you will not make elective contributions for your taxable year
immediately following the taxable year of the hardship distribution, except to
the extent permitted by the Plan.

9. TREATMENT OF DISTRIBUTIONS FROM YOUR PLAN.

     Whenever you receive a  distribution  from your Plan, it will normally
be subject to income taxes. You may, however, reduce, or defer entirely, the tax
due on your distribution through use of one of the following methods:

         (a) The rollover of all or a portion of the distribution to an
Individual Retirement Account (IRA) or another qualified employer plan. This
will result in no tax being due until you begin withdrawing funds from the IRA
or other qualified employer plan. The rollover of the distribution, however,
MUST be made within strict time frames (normally, within 60 days after you
receive your distribution). Under certain circumstances all or a portion of a
distribution may not qualify for this rollover treatment. In addition, most
distributions will be subject to mandatory federal income tax withholding at a
rate of 20%. This will reduce the amount you actually receive. For this reason,
if you wish to roll over all or a portion of your distribution amount, the
direct transfer option described in paragraph (b) below would be the better
choice.

         (b) You may request that a direct transfer of all or a portion of your
distribution amount be made to either an Individual Retirement Account (IRA) or
another qualified employer plan willing to accept the transfer. A direct
transfer will result in no tax being due until you withdraw funds from the IRA
or other qualified employer plan. Like the rollover, under certain circumstances
all or a portion of the amount to be distributed may not qualify for this direct
transfer. If you elect to actually receive the distribution rather than request
a direct transfer, then in most cases 20% of the distribution amount will be
withheld for federal income tax purposes.

         (c) The election of favorable income tax treatment under "10-year
forward averaging," "5-year forward averaging" or, if you qualify, "capital
gains" method of taxation.

     WHENEVER YOU RECEIVE A DISTRIBUTION, THE ADMINISTRATOR WILL DELIVER TO YOU
A MORE DETAILED EXPLANATION OF THESE OPTIONS. HOWEVER, THE RULES WHICH DETERMINE
WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD
CONSULT WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE.

                                      12

<PAGE>

10. DOMESTIC RELATIONS ORDER

     As a general rule, your interest in your account, including your "vested
interest," may not be alienated. This means that your interest may not be sold,
used as collateral for a loan, given away or otherwise transferred. In addition,
your creditors may not attach, garnish or otherwise interfere with your account.

     There is an exception, however, to this general rule. The Administrator may
be required by law to recognize obligations you incur as a result of court
ordered child support or alimony payments. The Administrator must honor a
"qualified domestic relations order." A "qualified domestic relations order" is
defined as a decree or order issued by a court that obligates you to pay child
support or alimony, or otherwise allocates a portion of your assets in the Plan
to your spouse, former spouse, child or other dependent. If a qualified domestic
relations order is received by the Administrator, all or a portion of your
benefits may be used to satisfy the obligation. The Administrator will determine
the validity of any domestic relations order received.

11. PENSION BENEFIT GUARANTY CORPORATION

     Benefits provided by your Plan are NOT insured by the Pension Benefit
Guaranty Corporation (PBGC) under Title IV of the Employee Retirement Income
Security Act of 1974 because the insurance provisions under ERISA are not
applicable to your Plan.

                                       VI
                              YEAR OF SERVICE RULES

1. YEAR OF SERVICE AND HOUR OF SERVICE

     You will have completed a Year of Service for vesting purposes if you are
credited with 1000 Hours of Service during a Plan Year, even if you were not
employed on the first or last day of the Plan Year.

     Also, for the purposes of the Plan, your Years of Service with T. Breeders,
Inc. and ViaCord, Inc. will be recognized.

                                      13

<PAGE>

     An "Hour of Service" has a special meaning for Plan purposes. You will be
credited with an Hour of Service for:

         (a) each hour for which you are directly or indirectly compensated by
your Employer for the performance of duties during the Plan Year;

         (b) each hour for which you are directly or indirectly compensated by
your Employer for reasons other than performance of duties (such as vacation,
holidays, sickness, disability, lay-off, military duty, jury duty or leave of
absence during the Plan Year); and

         (c) each hour for back pay awarded or agreed to by your Employer.

     You will not be credited for the same Hours of Service both under (a) or
(b), as the case may be, and under (c).

2. 1-YEAR BREAK IN SERVICE.

     A 1-Year Break in Service is a computation period during which you have not
completed more than 500 Hours of Service with your Employer.

     A 1-Year Break in Service does NOT occur, however, in the computation
period in which you enter or leave the Plan for reasons of:

       (a) an authorized leave of absence;

       (b) certain maternity or paternity absences.

     The Administrator will be required to credit you with Hours of Service for
a maternity or paternity absence. These are absences taken on account of
pregnancy, birth, or adoption of your child. No more than 501 Hours of Service
will be credited for this purpose and these Hours of Service will be credited
solely to avoid your incurring a 1-Year Break in Service. The Administrator may
require you to furnish proof that your absence qualifies as a maternity or
paternity absence.

     These break in service rules may be illustrated by the following examples:

     Employee A works 300 hours in a Plan Year. At the end of the Plan Year,
     Employee A will have a 1-Year Break in Service because she has worked less
     than 501 hours in a Plan Year. Employee B works 300 hours in a Plan Year
     and takes an authorized leave of absence for which he is credited with an
     additional 250 hours. Employee B will NOT have a 1-Year Break in Service
     because he is credited with more than 500 hours in a Plan Year.

     If you are reemployed after a 1-Year Break in Service and were vested in
any portion of your account derived from Employer contributions, you will
receive credit for all Years of Service credited to you before your 1-Year Break
in Service.

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     If you do not have a "vested interest" in the Employer contributions
allocated to your account when you terminate your employment, you will lose
credit for your pre-break Years of Service when your consecutive 1-Year Breaks
in Service equal or exceed the greater of 5 years, or your pre-break Years of
Service. For example:

     Employee B terminated employment on January 1, 2000 with 2 Years of
Service. Employee B was not vested at the time of his termination of employment.
Employee B returns to work on January 1, 2003. Employee B will be credited with
his 2 pre-break Years of Service because his period of termination (3 years) did
not exceed 5 years.

                                      VII
                           YOUR PLAN'S TOP HEAVY RULES

1. EXPLANATION OF TOP HEAVY RULES

     A 401(k) Profit Sharing Plan that primarily benefits "key employees" is
called a "top heavy plan." Key employees are certain owners or officers of your
Employer. A Plan is a "top heavy plan" when more than 60% of the contributions
or benefits have been allocated to key employees.

     Each year, the Administrator is responsible for determining whether your
Plan is a "top heavy plan."

     If your Plan becomes top heavy in any Plan Year, then non-key employees
will be entitled to certain "top heavy minimum benefits," and other special
rules will apply. Among these top heavy rules are the following:

         (a) Your Employer may be required to make a contribution equal to 3% of
your compensation to your account;

         (b) If you are a participant in more than one Plan, you may not be
entitled to minimum benefits under both Plans.

                                      VIII
                                     LOANS

     You may apply to the Administrator for a loan from the Plan. Your
application must be in writing on forms which the Administrator will provide to
you. The Administrator may also request that you provide additional information,
such as financial statements, tax returns and credit reports. After considering
your application, the Administrator may, in its discretion, determine that you
qualify for the loan. The Administrator will inform the Trustee that you
qualify. The Trustee may then review the Administrator's determination and make
a loan to you if it is a prudent investment for the Plan.

1. LOAN REQUIREMENTS

     There are various rules and requirements that apply for any loan. These
rules are outlined in this Section. In addition, your Employer has established a
written loan program which explains these requirements in more detail. You can
request a copy of the loan program from the Administrator. Generally, the rules
for loans include the following:

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<PAGE>

         (a) Loans must be made available to all participants and their
beneficiaries on a uniform and non-discriminatory basis.

         (b) All loans must be adequately secured. You may use up to one-half
(1/2) of your vested account balance under the Plan as security for the loan.
The Plan may also require that repayments on the loan obligation be by payroll
deduction.

         (c) All loans must bear a reasonable rate of interest. The interest
rate must be one a bank or other professional lender would charge for making a
loan in a similar circumstance.

         (d) All loans must have a definite repayment period which provides for
payments to be made not less frequently than quarterly, and for the loan to be
amortized on a level basis over a reasonable period of time, not to exceed five
(5) years. However, if you use the loan to acquire your principal residence, you
may repay the loan over a reasonable period of time that may be longer than five
(5) years.

         (e) All loans will be considered a directed investment from your
account under the Plan. All payments of principal and interest by you on a loan
will be credited to your account.

         (f) The amount the Plan may loan to you is limited by rules under the
Internal Revenue Code. All loans, when added to the outstanding balance of all
other loans from the Plan, will be limited to the lesser of:

         (1) $50,000 reduced by the excess, if any, of your highest outstanding
     balance of loans from the Plan during the one-year period prior to the date
     of the loan over your current outstanding balance of loans; or

         (2) 1/2 of your vested account balance.

         Also, no loan in an amount less than $1,000 will be made.

         (g) If you fail to make payments when they are due under the loan, you
will be considered to be "in default." The Trustee would then have authority to
take all reasonable actions to collect the balance owing on the loan. This could
include filing a lawsuit or foreclosing on the security for the loan. Under
certain circumstances, a loan that is in default may be considered a
distribution from the Plan, and could result in taxable income to you. In any
event, your failure to repay a loan will reduce the benefit you would otherwise
be entitled to from the Plan.

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<PAGE>

                                       IX
                    CLAIMS BY PARTICIPANTS AND BENEFICIARIES

     Benefits will be paid to participants and their beneficiaries without the
necessity of formal claims. You or your beneficiaries, however, may make a
request for any Plan benefits to which you may be entitled. Any such request
must be made in writing, and it should be made to the Administrator. (See the
Article in this Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN.")

     Your request for Plan benefits will be considered a claim for Plan
benefits, and it will be subject to a full and fair review. If your claim is
wholly or partially denied, the Administrator will furnish you with a written
notice of this denial. This written notice trust be provided to you within a
reasonable period of time (generally 90 days) after the receipt of your claim by
the Administrator. The written notice must contain the following information:

         (a) the specific reason or reasons for the denial;

         (b) specific reference to those Plan provisions on which the denial is
     based;

         (c) a description of any additional information or material necessary
     to correct your claim and an explanation of why such material or
     information is necessary; and

         (d) appropriate information as to the steps to be taken if you or your
     beneficiary wishes to submit your claim for review.

     If notice of the denial of a claim is not furnished to you in accordance
with the above within a reasonable period of time, your claim will be deemed
denied. You will then be permitted to proceed to the review stage described in
the following paragraphs.

     If your claim has been denied, and you wish to submit your claim for
review, you must follow the Claims Review Procedure.

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<PAGE>

2. THE CLAIMS REVIEW PROCEDURE

         (a) Upon the denial of your claim for benefits, you may file your claim
for review, in writing, with the Administrator.

         (b) YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 60 DAYS AFTER YOU
HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM FOR BENEFITS OR,
IF NO WRITTEN DENIAL OF YOUR CLAIM WAS PROVIDED, NO LATER THAN 60 DAYS AFTER THE
DEEMED DENIAL OF YOUR CLAIM.

         (c) You may review all pertinent documents relating to the denial of
your claim and submit any issues and comments, in writing, to the Administrator.

         (d) Your claim for review must be given a full and fair review. If
your claim is denied, the Administrator must provide you with written notice of
this denial within 60 days after the Administrator's receipt of your written
claim for review. There may be times when this 60-day period may be extended.
This extension may only be made, however, where there are special circumstances
which are communicated to you in writing within the 60-day period. If there is
an extension, a decision will be made as soon as possible, but not later than
120 days after receipt by the Administrator of your claim for review.

         (e) The Administrator's decision on your claim for review will be
communicated to you in writing and will include specific references to the
pertinent Plan provisions on which the decision was based.

         (f) If the Administrator's decision on review is not furnished to you
within the time limitations described above, your claim will be deemed denied on
review.

         (g) If benefits are provided or administered by an insurance company,
insurance service, or other similar organization which is subject to regulation
under the insurance laws, the claims procedure relating to these benefits may
provide for review. If so, that company, service, or organization will be the
entity to which claims are addressed. If you have any questions regarding the
proper person or entity to address claims, you should ask the Administrator.


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                                       X
                            STATEMENT OF ERISA RIGHTS

1. EXPLANATION OF YOUR ERISA RIGHTS

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

         (a) examine, without charge, all Plan documents, including:

         (1) insurance contracts;

         (2) collective bargaining agreements; and

         (3) copies of all documents filed by the Plan with the U.S. Department
     of Labor, such as detailed annual reports and Plan descriptions.

         This examination may take place at the Administrator's office and at
     other specified employment locations of the Employer. (See the Article in
     this Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN");

         (b) obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Administrator may make a
reasonable charge for the copies;

         (c) receive a summary of the Plan's annual financial report. The
Administrator is required by law to furnish each participant with a copy of this
summary annual report;

         (d) obtain a statement telling you whether you have a right to receive
a retirement benefit at Normal Retirement Age and, if so, what your benefits
would be at Normal Retirement Age if you stop working under the Plan now. If you
do not have a right to a retirement benefit, the statement will tell you how
many years you have to work to get a right to a retirement benefit. THIS
STATEMENT MUST BE REQUESTED IN WRITING AND IS NOT REQUIRED TO BE GIVEN MORE THAN
ONCE A YEAR. The Plan must provide the statement free of charge.

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

     If your claim for a retirement benefit is denied in whole or in part, you
must receive a written explanation of the reason for the denial. You have the
right to have the Administrator review and reconsider your claim. (See the
Article in this Summary entitled "CLAIMS BY PARTICIPANTS AND BENEFICIARIES.")

     Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Administrator to provide the materials and pay you up to $110.00 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the Administrator.

                                      19

<PAGE>
     If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court.

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

     If you have any questions about this statement, or about your rights under
ERISA, you should contact the nearest Regional Office of the U.S. Department of
Labor's Pension and Welfare Benefits Administration.


                                       XI
                     AMENDMENT AND TERMINATION OF YOUR PLAN

1. AMENDMENT

     Your Employer has the right to amend your Plan at any time. In no event,
however, will any amendment:

         (a) authorize or permit any part of the Plan assets to be used for
purposes other than the exclusive benefit of participants or their
beneficiaries; or

         (b) cause any reduction in the amount credited to your account; or

         (c) cause any part of your Plan assets to revert to the Employer.

2. TERMINATION

     Your Employer has the right to terminate the Plan at any time. Upon
termination, all amounts credited to your accounts will become 100% vested.


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