EXHIBIT 10.32

                              CFI PROSERVICES, INC.
                           401(k) PROFIT SHARING PLAN

                                INTERIM AMENDMENT

          The CFI ProServices, Inc. 401(k) Profit Sharing Plan is hereby amended
to reflect the changes made by the Small  Business Job  Protection  Act of 1996,
the Taxpayer Relief Act of 1997, GATT and USERRA as follows:

                                       I.

          The  following  provisions of Basic Plan No. 03 are amended to read as
follows:

        1.     Section 2.6 is hereby amended to read as follows:

                           "2.6  "ANNUAL  COMPENSATION"  shall  mean  all of the
         earnings which would be included in the Participant's Form W-2. For any
         self-employed  individual  covered under the Plan, Annual  Compensation
         will  mean  Earned  Income.   Compensation   shall  include  only  that
         Compensation  which is  actually  paid to the  Participant  during  the
         applicable Plan Year.

                           Annual Compensation shall include any amount which is
         contributed by the Employer  pursuant to a salary  reduction  agreement
         and which is not  includable in the gross income of the Employee  under
         Sections  125,  402(e)(3),  402(h)  or  403(b)  of  the  Code  covering
         Cafeteria  Plans,  Cash or Deferred  Arrangements  under 401(k)  Plans,
         Salary Reduction  Arrangements under Simplified Employee Pension Plans,
         and Tax-Sheltered Annuities.

                           The Annual  Compensation  of each  Participant  taken
         into account  under the Plan for any year shall not exceed the OBRA '93
         Annual Compensation limit of $150,000,  as adjusted by the Commissioner
         for  increases  in the  cost  of  living  in  accordance  with  Section
         401(a)(17)(B) of the Code. The cost of living  adjustment in effect for
         a calendar year applies to any period, not exceeding 12

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         months,  over
         which  compensation is determined  (determination  period) beginning in
         such calendar year. If a determination period consists of fewer than 12
         months, the OBRA '93 Annual  Compensation limit will be multiplied by a
         fraction,  the  numerator  of  which is the  number  of  months  in the
         determination period, and the denominator of which is 12.

                           For Plan Years beginning on or after January 1, 1994,
         any reference in this Plan to the limitation  under Section  401(a)(17)
         of the Code shall mean the OBRA '93 Annual Compensation limit set forth
         in this provision.

                           If compensation for any prior determination period is
         taken into account in  determining an Employee's  benefits  accruing in
         the current Plan Year, the  compensation  for that prior  determination
         period is subject to the OBRA '93 Annual  Compensation  limit in effect
         for  that  prior   determination   period.   For  this   purpose,   for
         determination  periods beginning before the first day of the first Plan
         Year  beginning  on or after  January  1,  1994,  the  OBRA '93  Annual
         Compensation limit is $150,000."

                  2._______Section 2.16(a) is hereby amended to read as follows:

                           "(a)  LEASED  EMPLOYEE.  The term  "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  Section  414(n)(6)  of  the  Code)  on a
                  substantially  full  time  basis  for a  period  of  at  least
                  one-year,  and  such  services  are  performed  under  primary
                  direction or control 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  if: (i) such Employee is covered by a money
                  purchase pension plan providing:  (1) a nonintegrated Employer
                  Contribution  rate of at least 10 percent of compensation,  as
                  defined  in  Section  415(c)(3)  of the  Code,  but  including
                  amounts contributed by the

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                  Employer  pursuant  to a  salary
                  reduction  agreement  which are excludable from the Employee's
                  gross income under Sections 125,  402(e)(3),  402(h) or 403(b)
                  of the Code,  (2)  immediate  participation,  and (3) full and
                  immediate vesting; and (ii) Leased Employees do not constitute
                  more than 20 percent of the recipient's non-highly compensated
                  work force."

                  3._______Section 2.19 is hereby amended to read as follows:

                           "2.19 "HIGHLY  COMPENSATED  EMPLOYEE."  Effective for
         years beginning  after December 31, 1996, the term "Highly  Compensated
         Employee"  means any Employee who (1) was as five percent  owner at any
         time during the year or the  preceding  year,  or (2) for the preceding
         year had  compensation  from the  Employer in excess of $80,000 and, if
         the  Employer so elects,  was in the top-paid  group for the  preceding
         year.  The $80,000  amount is adjusted at the same time and in the same
         manner as under Section 415(d) of the Code, except that the base period
         is the calendar quarter ending September 30, 1996.

                           For this purpose, the applicable year of the Plan for
         which a determination  is being made is called a  "determination  year"
         and the preceding 12-month period is called a "look-back" year.

                           A Highly  Compensated Former Employee is based on the
         rules applicable to determining Highly Compensated  Employees status as
         in effect for that  determination  year,  in  accordance  with  Section
         1.414(q)-1T,  A-4 of the Temporary  Income Tax  Regulations  and Notice
         97-75.

                           In  determining  whether  an  Employee  is  a  Highly
         Compensated  Employee for years  beginning in 1997,  the  amendments to
         Section  414(q)  stated  above are treated as having been in effect for
         years beginning in 1996."

                  4._______Section 5.2(d) is hereby amended to read as follows:

                           "(d)     ADP TEST FOR ELECTIVE DEFERRALS.

                                      (i)   GENERAL.    The   Actual    Deferral

                  Percentage   (hereinafter   "ADP")   for  a  Plan   Year   for
                  Participants  who are Highly  Compensated  Employees  for

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                  each
                  Plan Year and the prior year's ADP for  Participants  who were
                  Non-Highly  Compensated Employees for the prior Plan Year must
                  satisfy the requirements of Section  401(k)(3) of the Code, as
                  amended, including satisfaction of one of the following tests:

                                            a.  The  ADP  for a  Plan  Year  for
                           Participants who are Highly Compensated Employees for
                           the Plan Year shall not  exceed the prior  year's ADP
                           for  Participants  who  were  Non-Highly  Compensated
                           Employees for the prior Plan Year multiplied by 1.25;
                           or

                                            b.  The  ADP  for a  Plan  Year  for
                           Participants who are Highly Compensated Employees for
                           the Plan Year shall not  exceed the prior  year's ADP
                           for  Participants  who  were  Non-Highly  Compensated
                           Employees for the prior Plan Year  multiplied by 2.0,
                           provided that the ADP for Participants who are Highly
                           Compensated  Employees  does not  exceed  the ADP for
                           Participants   who   were   Non-Highly    Compensated
                           Employees  in the  prior  Plan  year by more than two
                           percentage points.

                                     (ii) ACTUAL  DEFERRAL  PERCENTAGE.  "Actual
                  Deferral  Percentage"  shall mean,  for a  specified  group of
                  Participants  for a Plan  Year,  the  average  of  the  ratios
                  (calculated  separately for each Participant in such group) of
                  (a) the amount of Elective Deferrals actually paid over to the
                  Trust on behalf of such  Participant  for the Plan Year to (b)
                  the Participant's Annual Compensation for such Plan Year.

                                    (iii)  For the  first  Plan  Year  the  Plan
                  permits any Participant to make Elective Deferrals and this is
                  not a successor plan, for purposes of the foregoing tests, the
                  prior year's  Non-Highly  Compensated  Employees' ADP shall be
                  three percent  unless the Employer has elected to use the Plan
                  Year's ADP for these Participants.

                                     (iv)  If  elected  by  the  Employer  in  a
                  amendment to the Plan,  the ADP tests above will be applied by
                  comparing the current Plan Year's ADP for Participants who are
                  Highly Compensated  Employees with the current Plan Year's ADP
                  for Participants who are Non-Highly

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                  Compensated  Employees.
                  Once made,  this election can only be undone if the Plan meets
                  the  requirements for changing to Prior Year Testing set forth
                  in Notice 98-1 (or superseding guidance).

                                      (v)  EXCESS   DEFERRALS   AND   CORRECTIVE
                  DISTRIBUTIONS UNDER ADP TEST. A corrective distribution of any
                  Excess  Deferrals  (adjusted for any income or loss  allocable
                  thereto)  shall be made to  Highly  Compensated  Employees  to
                  whose  account such Excess  Deferrals  were  allocated for the
                  preceding  Plan  Year no later  than the end of the Plan  Year
                  following  the Plan Year for which the Excess  Deferrals  were
                  made. Excess Deferrals are allocated to the Highly Compensated
                  Employees with the largest  amounts of Employer  Contributions
                  taken into account in calculating the ADP test for the year in
                  which the excess arose,  beginning with the Highly Compensated
                  Employee   with   the   largest   amount   of  such   Employer
                  Contributions and continuing in descending order until all the
                  Excess  Deferrals  have been  allocated.  For  purposes of the
                  preceding  sentence,  the "largest amount" is determined after
                  distribution of any Excess Deferrals.

                                    If the ADP test has not been  satisfied when
                  the actual deferral rates of the Highly  Compensated  Employee
                  with the highest  ratio has been reduced to equal the ratio of
                  the Highly  Compensated  Employee with the next highest actual
                  deferral  ratio,  then the process shall be repeated until the
                  ADP test has been  satisfied.  The Excess  Deferrals are to be
                  distributed to those Highly  Compensated  Employees for whom a
                  reduction is made in order to satisfy the ADP test.

                                    If such excess amounts are distributed  more
                  than 2 1/2 months after the last day of the Plan Year in which
                  such excess  amounts  arose,  a 10 percent  excise tax will be
                  imposed on the Employer  maintaining  the Plan with respect to
                  such amounts.

                                     (vi)   SPECIAL RULES FOR ADP TEST.

                                            a.  A   Participant   is  a   Highly
                           Compensated Employee for a particular Plan Year if he
                           or she meets the  definition of a Highly

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                           Compensated
                           Employee in effect for that Plan Year.  Similarly,  a
                           Participant is a Non-Highly  Compensated Employee for
                           a particular Plan Year if he or she does not meet the
                           definition of a Highly Compensated Employee in effect
                           for that Plan Year.

                                            b. The ADP for any  Participant  who
                           is a Highly  Compensated  Employee  for the Plan Year
                           and who is eligible to make Elective  Deferrals  (and
                           receive   Qualified   Nonelective   Contributions  or
                           Qualified Matching Contributions, or both, if treated
                           as Elective  Deferrals  for purposes of the ADP test)
                           under two or more  arrangements  described in Section
                           401(k)  of  the  Code,  that  are  maintained  by the
                           Employer,  shall be  determined  as if such  Elective
                           Deferral   (and,  if   applicable,   such   Qualified
                           Nonelective   Contributions  or  Qualified   Matching
                           Contributions,  or  both)  were  made  under a single
                           arrangement.  For Plan Years beginning after December
                           31,   1988,   if  a   Highly   Compensated   Employee
                           participates   in  two  or  more  cash  or   deferred
                           arrangements that have different Plan Years, all cash
                           or  deferred  arrangements  ending with or within the
                           same  calendar  year  shall  be  treated  as a single
                           arrangement.

                                            c.  In  the  event  that  this  Plan
                           satisfies  the   requirements  of  Sections   401(k),
                           401(a)(4)  or 410(b)  of the Code only if  aggregated
                           with one or more other plans, or if one or more other
                           plans  satisfy the  requirements  of such sections of
                           the Code only if aggregated with this Plan, then this
                           section  shall be applied by  determining  the ADP of
                           Employees  as if all such plans  were a single  plan.
                           Any   adjustments  to  the   Non-Highly   Compensated
                           Employee  ADP  for  the  prior  year  will be made in
                           accordance  with  Notice  98-1  and  any  superseding
                           guidance,  unless the Employer has elected to use the
                           Current Year Testing method.  Plans may be aggregated
                           in order to satisfy  Section  401(k) of the Code only
                           if they  have the same Plan Year and use the same ADP
                           testing  method.   For  Plan  Years  beginning  after
                           December 31, 1988, an

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                           Employee  Stock  Ownership Plan may not be aggregated
                           with this Plan.

                                            To   the   extent   administratively
                           feasible,    corrective   distributions   of   Excess
                           Deferrals shall be made within 2 1/2 months after the
                           end of the  Plan  Year  with  respect  to  which  the
                           contribution  was made in order to avoid a 10 percent
                           penalty  tax on the  Employer.  The  amount of Excess
                           Deferrals to be distributed  pursuant to this section
                           shall be  reduced  by the  amount  of: (a) any Excess
                           Deferrals previously distributed to such Employee for
                           the Employee's taxable year ending with or within the
                           Plan  Year;  and (b) any Excess  Deferral  previously
                           distributed.

                                    (vii)  DETERMINATION  OF ALLOCABLE INCOME OR
                  LOSS. Any distribution of Excess Deferrals which are caused by
                  the  application  of the ADP test  shall be  adjusted  for any
                  income  or  loss  allocable  to  such  Excess  Deferrals.  The
                  allocable income or loss allocated to each  Participant  shall
                  be  determined  in the same  manner  as  provided  herein  for
                  determining  the income or loss  allocable to excess  Elective
                  Deferrals caused by the $7,000 (indexed) limit except that (a)
                  the  period  shall  be the  plan  year,  and (b) if  Qualified
                  Matching Contributions or Qualified Nonelective Contributions,
                  or both,  are taken  into  account  in the ADP test,  then the
                  Participant's   Qualified  Matching  Contribution  Account  or
                  Qualified   Nonelective   Contribution  Account,  or  both  if
                  applicable,  shall be combined with the Participant's Elective
                  Deferral  Account in making the  determination.  A  reasonable
                  method  shall be used for  computing  the income  allocable to
                  Excess   Deferrals   which  is  used   consistently   for  all
                  Participants  and for all  corrective  distributions  for such
                  year,  which is used for  allocating  income and  earnings  to
                  Participant's  accounts  under  Section 7 herein  and does not
                  result  in  discrimination  in  favor  of  Highly  Compensated
                  Employees.  Income and loss  allocable for the period from the
                  end of such Plan Year to the date of distribution shall not be
                  included.

                                     (viii)  ACCOUNTING  FOR  EXCESS  DEFERRALS.
                  Excess  Deferrals  which are caused by the  application of the
                  ADP test shall be distributed from the Participant's  Elective
                  Deferral Account and Qualified Matching Contribution Account

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                  (if  applicable) in proportion to the  Participant's  Elective
                  Deferrals and Qualified Matching  Contributions (to the extent
                  used in the ADP  test)  for the Plan  Year.  Excess  Deferrals
                  shall  be  distributed   from  the   Participant's   Qualified
                  Nonelective  Contribution Account only to the extent that such
                  Excess  Deferrals  exceed  the  balance  in the  Participant's
                  Elective Deferral Account and Qualified Matching  Contribution
                  Account.

                                            a. For  purposes of  determining  if
                           the  ADP   test  has   been   satisfied,   corrective
                           distributions   of  Elective   Deferrals,   Qualified
                           Nonelective   Contributions  and  Qualified  Matching
                           Contributions must be made before the last day of the
                           12-month period  immediately  following the Plan Year
                           to which contributions relate.

                                            b. Employer shall  maintain  records
                           sufficient  to  demonstrate  satisfaction  of the ADP
                           test  and  the   amount  of   Qualified   Nonelective
                           Contributions or Qualified Matching Contributions, or

                           both, used in such test.

                                            c.   Actual   deferral   ratios  and
                           percentages   shall  be  calculated  to  the  nearest
                           one-hundredth of one percent of Annual Compensation.

                  5.       Section 5.6 is hereby amended to read as follows:

                           "5.6     ACP TEST FOR EMPLOYEE AND MATCHING
                                   CONTRIBUTIONS.

                                    (a) GENERAL. Employer Matching Contributions
                  and the allocation  thereof must meet the Actual  Contribution
                  Percentage test (the "ACP" test).  The ACP test is the same as
                  the ADP test in Section  5.2(d) except that Employer  Matching
                  Contributions   are  tested   instead  of  Employee   Elective
                  Deferrals and Qualified Employer Matching  Contributions taken
                  into account under the ADP test shall not be counted.

                                    (b) MULTIPLE USE LIMITATION.  If one or more
                  Highly  Compensated  Employees is included in the ADP test and
                  in the ACP test, then the sum of the ADP and the ACP for those
                  Highly  Compensated  Employees may not exceed the multiple use
                  limitation. The multiple use limitation is the sum of:

                                              (i) 125  percent of the greater of
                           the ADP of the Non-Highly  Compensated  Employees for
                           the Plan  Year or the ACP of  Non-Highly  Compensated
                           Employees  under  the Plan  subject  to Code  Section
                           401(m) for the Plan Year beginning with or within the
                           Plan Year of the CODA; and

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                        (ii) The lesser of 200 percent or
two plus the lesser of such ADP or ACP.

                                    (c)     SPECIAL RULES FOR ACP TEST.

                                              (i)  A  Participant  is  a  Highly
                           Compensated Employee for a particular Plan Year if he
                           or she meets the  definition of a Highly  Compensated
                           Employee in effect for that Plan Year.  Similarly,  a
                           Participant is a Non-Highly  Compensated Employee for
                           a particular Plan Year if he or she does not meet the
                           definition of a Highly Compensated Employee in effect
                           for that Plan Year.

                                             (ii) For  purposes of the ACP test,
                           the  Contribution  Percentage for any Participant who
                           is a Highly Compensated  Employee and who is eligible
                           to have Contribution  Percentage Amounts allocated to
                           his or her account under two or more plans  described
                           in  Section  401(a)  of  the  Code,  or  arrangements
                           described  in  Section  401(k)  of the Code  that are
                           maintained by the Employer, shall be determined as if
                           the total of such Contribution Percentage Amounts was
                           made under each Plan.

                                            (iii)   If  a   Highly   Compensated
                           Employee participates in two or more cash or deferred
                           arrangements that have different Plan Years, all cash
                           or  deferred  arrangements  ending with or within the
                           same  calendar  year  shall  be  treated  as a single
                           arrangement.

                                             (iv)  Multiple  Use: If one or more
                           Highly  Compensated  Employees  participate in both a
                           Cash or Deferred  Arrangement  and a plan  subject to
                           the ACP test  maintained  by the Employer and the sum
                           of the  ADP  and  ACP  of  those  Highly  Compensated
                           Employees subject to either or both tests exceeds the
                           multiple  use limit set forth in (b) above,  then the
                           ACP of those Highly  Compensated  Employees  who also
                           participate in a Cash or Deferred Arrangement will be
                           reduced so that the limit is not exceeded. The amount
                           by   which   each   Highly   Compensated   Employee's
                           Contribution Percentage Amounts is reduced shall be

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                           treated as an Excess Aggregate Contribution.  The ADP
                           and  ACP  of the  Highly  Compensated  Employees  are
                           determined after any corrections required to meet the
                           ADP and ACP  tests and are  deemed to be the  maximum
                           permitted   under  such  tests  for  the  Plan  Year.
                           Multiple use does not occur if either the ADP and ACP
                           of the Highly  Compensated  Employees does not exceed
                           1.25  multiplied by the ADP and ACP of the Non-Highly
                           Compensated Employees.

                                             (iv) In the  event  that  this Plan
                           satisfies  the   requirements  of  Sections   401(m),
                           401(a)(4)  or 410(b)  of the Code only if  aggregated
                           with one or more other plans, or if one or more other
                           plans  satisfy the  requirements  of such Sections of
                           the Code only if aggregated with this Plan, then this
                           section   shall  be   applied  by   determining   the
                           Contribution  Percentage  of Employees as if all such
                           plans were a single plan.

                                            Any  adjustments  to the  Non-Highly
                           Compensated  Employee  ACP for the prior year will be
                           made  in   accordance   with   Notice  98-1  and  any
                           superseding guidance, unless the Employer has elected
                           to use the Current Year Testing method.  Plans may be
                           aggregated in order to satisfy  Section 401(m) of the
                           Code only if they have the same Plan Year and use the
                           same ACP testing method.

                                              (v) For  purposes  of  determining
                           the   Contribution    Percentage    test,    Employee
                           Contributions are considered to have been made in the
                           Plan Year in which contributed to the Trust. Matching
                           Contributions and Qualified Nonelective Contributions
                           will be  considered  made for a Plan  Year if made no
                           later than the end of the 12-month  period  beginning
                           on the day after the close of the Plan Year.

                                             (vi)   Employer    shall   maintain
                           records sufficient to demonstrate satisfaction of the
                           ACP test and the amount of Qualified Nonelective

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                           Contributions or Qualified Matching Contributions, or
                           both, used in such test.

                                    (D)     DEFINITIONS.

                                              (i)  "Aggregate  Limit" shall mean
                           the sum of (i) 125  percent of the greater OF THE ADP
                           OF THE NON-HIGHLY COMPENSATED EMPLOYEES FOR THE PRIOR
                           Plan  Year  or  the  ACP  of  Non-Highly  Compensated
                           Employees under the Plan subject to Section 401(m) of
                           the Code for the Plan YEAR  BEGINNING  WITH OR WITHIN
                           THE PRIOR  Plan Year of the CODA and (ii) the  lesser
                           of 200  percent  or 2 plus the  lesser of such ADP or
                           ACP.  "Lesser" is substituted for "greater" in "(i)",
                           above,  and  "greater"  is  substituted  for "lesser"
                           after "2 plus the" in "(ii)" if it would  result in a
                           larger  Aggregate  Limit. If the Employer has elected
                           to use the Current  Year  Testing  method,  then,  in
                           calculating the Aggregate Limit for a particular Plan
                           Year, the Non-Highly  Compensated  Employees' ADP and
                           ACP for that Plan Year, instead of for the prior Plan
                           Year, is used.

                                             (ii)     "Average      Contribution
                           Percentage"   shall   mean   the   average   of   the
                           Contribution Percentages of the Eligible Participants
                           in a group.

                                            (iii)   "Contribution    Percentage"
                           shall mean the ratio  (expressed as a percentage)  of
                           the Participant's  Contribution Percentage Amounts to
                           the Participant's compensation for the Plan Year. For
                           purposes of the  Participant's  initial  Plan Year of
                           participation,  Annual  Compensation  shall  only  be
                           counted from the Participant's Entry Date.

                                             (iv)    "Contribution    Percentage
                           Amounts" shall mean the sum of the Employee  Elective
                           Deferrals,   Employer   Matching   Contributions  and
                           Qualified  Matching  Contributions (to the extent not
                           taken into account for purposes of the ADP test) made
                           under the Plan on behalf of the  Participant  for the
                           Plan Year. Such Contribution Percentage Amounts shall
                           include forfeitures of Excess Aggregate Contributions

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                           or   Matching   Contributions    allocated   to   the
                           Participant's  Account  which  shall  be  taken  into
                           account  in the  year in  which  such  forfeiture  is
                           allocated.   Administrator   may  include   Qualified
                           Nonelective   Contributions   in   the   Contribution
                           Percentage  Amounts.  Administrator also may elect to
                           use Elective Deferrals in the Contribution Percentage
                           Amounts  so long as the ADP  test is met  before  the
                           Elective  Deferrals  are  used  in the ACP  test  and
                           continues to be met  following the exclusion of those
                           Elective  Deferrals  that  are  used to meet  the ACP
                           test.

                                              (v) "Eligible  Participant"  shall
                           mean any Employee who is eligible to make an Employee
                           Contribution,   or  an  Elective   Deferral  (if  the
                           Employer takes such contributions into account in the
                           calculation of the  Contribution  Percentage),  or to
                           receive   a    Matching    Contribution    (including
                           forfeitures) or a Qualified Matching Contribution. If
                           an Employee  Contribution  is required as a condition
                           of  participation in the Plan, any Employee who would
                           be a  Participant  in the Plan if such  Employee made
                           such a  contribution  shall be treated as an Eligible
                           Participant   on   behalf   of   whom   no   Employee
                           Contributions are made.

                                             (vi) "Employee  Contribution" shall
                           mean  any  contribution  made  to the  Plan  by or on
                           behalf  of a  Participant  that  is  included  in the
                           Participant's  gross income in the year in which made
                           and that is  maintained  under a separate  account to
                           which earnings and losses are allocated.

                                            (vii) "Matching  Contribution" shall
                           mean  an  Employer  Contribution  made to this or any
                           other  defined  contribution  plan  on  behalf  of  a
                           Participant  on account of an  Employee  Contribution
                           made  by  such  Participant,   or  on  account  of  a
                           Participant's   Elective   Deferral,   under  a  plan
                           maintained by the Employer."

                  6.       Section 5.7(a) is hereby amended to read as follows:

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                           "(a) GENERAL.  Excess Aggregate  Contributions,  plus
         any income and minus any loss allocable thereto, shall be forfeited, if
         forfeitable, or if not forfeitable,  distributed no later than the last
         day of each Plan Year to  Participants  to whose  accounts  such Excess
         Aggregate Contributions were allocated for the preceding Plan Year.

                           Excess Aggregate  Contributions  are allocated to the
         Highly Compensated  Employees with the largest Contribution  Percentage
         Amounts taken into account in calculating  the ACP test for the year in
         which the excess arose,  beginning with the Highly Compensated Employee
         with the largest  amount of such  Contribution  Percentage  Amounts and
         continuing  in  descending   order  until  all  the  Excess   Aggregate
         Contributions  have  been  allocated.  For  purposes  of the  preceding
         sentence,  the "largest amount" is determined after distribution of any
         Excess Aggregate Contributions.

                           If   such   Excess   Aggregate    Contributions   are
         distributed  more than 2 1/2 months after the last day of the Plan Year
         in which such excess  amounts  arose,  a 10 percent  excise tax will be
         imposed  on the  Employer  maintaining  the Plan with  respect to those
         amounts.

                           "Excess  Aggregate  Contributions"  shall mean,  with
respect to any Plan Year, the excess of:

                                      (i) The aggregate Contribution  Percentage
                  Amounts  taken into account in computing  the numerator of the
                  Contribution  Percentage  actually  made on  behalf  of Highly
                  Compensated Employees for such Plan Year, over

                                     (ii) The  maximum  Contribution  Percentage
                  Amounts  permitted  by the ACP test  (determined  by  reducing
                  contributions made on behalf of Highly  Compensated  Employees
                  in order of their Contribution  Percentages beginning with the
                  highest of such percentages).

                                    Such determination shall be made after first
                  determining  excess  Elective  Deferrals and then  determining
                  excess Employer Contributions."

                                       13

<PAGE>

                  7.       Section 5.7(b) is hereby amended to read as follows:

                    "(b) DISPOSITION OF EXCESS  EMPLOYER  CONTRIBUTIONS.  Excess
                         Employer  Contributions and attributable earnings shall
                         be distributed and forfeited as follows:

                                              (i)  The  vested  portion  of  the
                           excess amount shall be distributed to the Participant
                           on whose behalf the  contribution was made within the
                           time limitations set forth in Section 5.3.

                                             (ii) The non-vested  portion of the
                           excess amount shall be forfeited and allocated in the
                           manner    provided   in   for    Employer    Matching
                           Contributions,  except  no such  forfeiture  shall be
                           allocated  to the  account of any Highly  Compensated
                           Employee who incurred the forfeiture.

                                    Excess Employer  Contributions are allocated
                  to  the  Highly   Compensated   Employees   with  the  largest
                  Contribution   Percentage   Amounts   taken  into  account  in
                  calculating  the ACP test for the  year in  which  the  excess
                  arose, beginning with the Highly Compensated Employee with the
                  largest  amount of such  Contribution  Percentage  Amounts and
                  continuing in descending  order until all the Excess  Employer
                  Contributions  have  been  allocated.   For  purposes  of  the
                  preceding  sentence,  the "largest amount" is determined after
                  distribution  of any Excess  Employer  Contributions.  If such
                  Excess Employer  Contributions are distributed more than 2 1/2
                  months  after  the  last day of the  Plan  Year in which  such
                  excess  amounts arose, a 10 percent excise tax will be imposed
                  on the  Employer  maintaining  the Plan with  respect to those
                  amounts.  Excess  Employer  Contributions  shall be treated as
                  annual additions under the Plan."

                  8.       Section 5.7(d) is hereby amended to read as follows:

                                    "(d) DETERMINATION OF INCOME OR LOSS. Excess
                  Employer  Contributions  shall be  adjusted  for any income or
                  loss  up to the  date  of  distribution.  The  income  or loss
                  allocable to Excess Employer  Contributions  allocated to each
                  Participant   is  the   income  or  loss   allocable   to  the
                  Participant's   Employee   Contribution   Account,    Matching
                  Contribution  Account (if any, and if all amounts  therein are
                  not  used in the  ADP  test)  and,  if  applicable,  Qualified
                  Nonelective Contribution Account and Elective Deferral Account
                  for the Plan Year and shall be  determined  under a reasonable
                  method  used   consistently   for  all  Participants  and  all
                  corrective distributions,  which is used for allocating income
                  to Participant's  accounts under Section 7 herein and does not
                  result  in  discrimination  in  favor  of  Highly  Compensated
                  Employees."

                                       14

<PAGE>

                  9.       Section 5.13 is hereby amended to read as follows:

                         "5.13 ADDITIONAL  LIMITATIONS  REGARDING  SELF-EMPLOYED
                    PLANS. With respect to plans covering self-employed persons,
                    the following additional limitations shall apply:

                                    (a) A partner's  cash or  deferred  election
                  must be made before the last day of the partnership's  taxable
                  year for which the Elective  Deferral is made.  For Plan Years
                  beginning  before  January 1, 1992,  the time for making  such
                  election  must be before the due date  (including  extensions)
                  for filing the  partnership's  tax return for its taxable year
                  ending with or within the Plan year.

                                    (b) An Employer  Matching  Contribution made
                  on behalf of a partner with respect to the partner's  Elective
                  Deferrals  shall be on behalf of the  partner  subject  to all
                  limitations imposed on Elective Deferrals,  if the partnership
                  deduction  for the Matching  Contribution  is allocated to the
                  partner for whom it is made."

                  10.      Section 10.4(b) is amended to read as follows:

                                    "(B)  THE  REQUIRED   BEGINNING   DATE.  The
                  required  beginning  date of a Participant is the later of the
                  April 1 of the calendar  year  following  the calendar year in
                  which the  Participant  attains  age 70 1/2 or retires  except
                  that  benefit  distributions  to a  five  percent  owner  must
                  commence by the April 1 of the  calendar  year  following  the
                  calendar year in which the Participant attains age 70 1/2.

                                              (i) Any Participant  attaining age
                           70 1/2 in years  after  1995 may  elect by April 1 of
                           the  calendar  year  following  the year in which the
                           Participant  attained age 70 1/2, (or by December 31,
                           1997 in the case of a  Participant  attaining  age 70
                           1/2  in  1996)  to  defer   distributions  until  the
                           calendar  year  following  the calendar year in which
                           the Participant  retires. If no such election is made
                           the Participant will begin receiving distributions by
                           the April 1 of the calendar  year  following the year
                           in which the  Participant  attained age 70 1/2 (or by
                           December  31,  1997  in  the  case  of a  Participant
                           attaining age 70 1/2 in 1996).

                                       15

<PAGE>

                                             (ii) Any Participant  attaining age
                           70 1/2 in  years  prior  to 1997  may  elect  to stop
                           distributions  and  recommence  by the April 1 of the
                           calendar  year   following  the  year  in  which  the
                           Participant retires.  There is a new annuity starting
                           date upon recommencement.

                                            (iii) The  preretirement  age 70 1/2
                           distribution  option is only  eliminated with respect
                           to  Employees  who  reach  age 70 1/2 in or  after  a
                           calendar year that begins after the later of December
                           31, 1998, or the adoption date of the amendment.  The
                           preretirement  age 70 1/2  distribution  option is an
                           optional form of benefit under which benefits payable
                           in a  particular  distribution  form  (including  any
                           modifications  that  may  be  elected  after  benefit
                           commencement)  commence  at a time  during the period
                           that  begins on or after  January  1 of the  calendar
                           year in which an Employee attains age 70 1/2 and ends
                           April 1 of the immediately following calendar year.

                                             (iv)   FIVE   PERCENT    OWNER.   A
                           Participant  is treated as a five  percent  owner for
                           purposes  of this  section if such  Participant  is a
                           five  percent  owner as defined in Section 416 of the
                           Code at any time  during the Plan Year ending with or
                           within the calendar  year in which such owner attains
                           age 70 1/2.

                                              (v) Once  distributions have begun
                           to a five percent owner under this section, they must
                           continue to be  distributed,  even if the Participant
                           ceases  to be a five  percent  owner in a  subsequent
                           year."

                  11.      Section 17.7 is amended to read as follows:

                           "17.7  LIQUIDATION OF PLAN AND TRUST.  If the Primary
         Employer elects to terminate the Plan and Trust,  the Primary  Employer
         shall direct  Trustee to distribute  the assets  remaining in the Trust
         after payment of any expenses properly  chargeable against the Trust to

                                       16

<PAGE>

         the  Participants  in the amounts  credited to their accounts as of the
         date of such termination.  If a Participant's Account balance under the
         Plan  exceeds  $3,500  and  the  Participant  does  not  consent  to an
         immediate  distribution:  (a) Administrator may purchase and distribute
         from a commercial  provider an annuity  contract  for such  Participant
         with  the  Participant's  Account  balance  if  an  annuity  option  is
         otherwise  available  under  the  terms  of  this  Plan;  or (b) If the
         Employer has not elected an annuity  option from a commercial  provider
         in  the  Adoption  Agreement  (i)  the  Participant's  Account  may  be
         transferred   without  the   Participant's   consent  to  another  plan
         maintained  by a  Related  Employer;  or  (ii)  if  no  other  plan  is
         maintained by a Related Employer the Account may then be distributed to
         the  Participant  without  the  consent of the  Participant;  provided,
         however,  Participant  Elective Deferrals,  Qualified Employer Matching
         Contributions,  Qualified Employer Nonelective Contributions and income
         attributable  thereto,  may be  distributed  to  Participants  or their
         Beneficiaries, provided that neither the Employer or a Related Employer
         establishes   or  maintains  a  Successor  Plan  at  the  time  of  the
         termination of the Plan or within the period ending 12 months after the
         final  distribution of assets. If Employer  maintains a Successor Plan,
         the Participant's  Accounts may be transferred to the Successor Plan. A
         "Successor Plan" means another defined  contribution plan maintained by
         the same Employer,  other than an ESOP, a Simplified  Employee  Pension
         Plan (as  defined in  Section  408(k) of the Code) or a SIMPLE IRA Plan
         (as defined in Section  408(p) of the Code).  If fewer than two percent
         of  the  Eligible  Employees  under  this  Plan  at  the  time  of  its
         termination,  are or were eligible under the other defined contribution
         plan at any time during the 24-month period  beginning 12 months before
         the  time of  termination,  then the  other  plan is not  treated  as a
         "Successor Plan." A distribution made after March 31, 1988, pursuant to
         Plan  termination,  must  be  part of a  lump-sum  distribution  to the
         Participant of his Plan Benefit."

                  12.      Section 19.1-4 is amended to read as follows:

                           "19.1-4 If pursuant to Section  19.1-3 or as a result
         of the allocation of forfeitures there is an Excess Amount,  the excess
         will be disposed of as follows:

                                    (a)  Any  Nondeductible  Voluntary  Employee
                  Contributions (plus attributable earnings), to the extent they

                                       17

<PAGE>

                  would  reduce  the  Excess  Amount,  will be  returned  to the
                  Participant;

                                    (b) If after the  application  of  paragraph
                  (a) an Excess  Amount still  exists,  any  Elective  Deferrals
                  (plus attributable  earnings), to the extent they would reduce
                  the Excess Amount, will be distributed to the Participant.

                                    (c) If after the  application  of  paragraph
                  (a), an Excess  Amount  still  exists and the  Participant  is
                  covered by this Plan at the end of the  limitation  year,  the
                  Excess  Amount will be used to reduce  Employer  Contributions
                  (including   allocation   of   any   forfeitures)   for   such
                  Participants in the next limitation  year, and each succeeding
                  limitation year if necessary.

                                    (d) Neither the  Employer  nor any  Employee
                  may  contribute to the Plan for any  Limitation  Year in which
                  the  Plan is  unable  to  allocate  fully a  suspense  account
                  maintained pursuant to this paragraph (d).

                                    (e) If after the  application  of  paragraph
                  (a) an excess amount still exists and the  Participant  is not
                  covered by this Plan at the end of the  limitation  year,  the
                  excess amount will be held unallocated in a suspense  account.
                  The suspense account will be applied to reduce future Employer
                  Contributions  (including  allocation of any  forfeitures) for
                  all remaining  Participants in the next  limitation  year, and
                  each succeeding limitation year if necessary.

                                    (f) If a suspense account is in existence at
                  any time during the limitation  year pursuant to this section,
                  it will  not  participate  in the  allocation  of the  Trust's
                  investment  gains and  losses.  If a  suspense  account  is in
                  existence at any time during a particular limitation year, all
                  amounts  in  the  suspense   account  must  be  allocated  and
                  reallocated to  Participants'  Accounts before any Employer or
                  any  Employee  Contributions  may be made to the Plan for that
                  limitation  year.  Excess  amounts may not be  distributed  to
                  Participants or former Participants."

                                       18

<PAGE>

                  13.      Section 19.5-4 is amended to read as follows:

                         "19.5-4 DEFINED CONTRIBUTION DOLLAR LIMITATION: $30,000
                    as adjusted  pursuant to Section  415(d) of the Code and the
                    Regulations thereunder."

                  14.      A new provision shall be added to read as follows:

                           "USERRA PROVISIONS.  Notwithstanding any provision of
         this Plan to the contrary,  contributions,  benefits and service credit
         with  respect  to  qualified  military  service  will  be  provided  in
         accordance with Section 414(u) of the Code."

                                       19

<PAGE>

                                       II.

                         This  amendment  shall be effective as of the first day
                    of the Plan Year beginning  after  December 31, 1996.  DATED
                    THIS 31ST day of December, 1999.

EMPLOYER:

CFI PROSERVICES, INC.

BY: \S\ ROBERT P. CHAMNESS
    ----------------------
    President

                                       20