AMENDMENT (RESTATEMENT) TO THE

                       SAFEGUARD HEALTH ENTERPRISES, INC.

                                   401(K) PLAN




     The Plan Document entitled "SafeGuard Health Enterprises, Inc. 401(k) Plan"
and  any  amendments  thereto  shall be deleted in their entirety and completely
restated  to  read  as  set  forth  below.


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                                TABLE OF CONTENTS


ARTICLE 1 - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . .   1
    1.1     General. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    1.2     Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    1.3     Initial Plan Year. . . . . . . . . . . . . . . . . . . . . .   1
    1.4     Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . .   1
    1.5     Effective Date of the Plan . . . . . . . . . . . . . . . . .   1
    1.6     Entry Date . . . . . . . . . . . . . . . . . . . . . . . . .   1
    1.7     Employer . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    1.8     Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    1.9     Normal Retirement Age. . . . . . . . . . . . . . . . . . . .   2
    1.10    Defined Contribution Plan. . . . . . . . . . . . . . . . . .   2
    1.11    Account. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    1.12    Active Participant . . . . . . . . . . . . . . . . . . . . .   2
    1.13    Actuarial Equivalent . . . . . . . . . . . . . . . . . . . .   2
    1.14    Administrator. . . . . . . . . . . . . . . . . . . . . . . .   2
    1.15    Alternate Payee. . . . . . . . . . . . . . . . . . . . . . .   2
    1.16    Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . .   2
    1.17    Break in Service . . . . . . . . . . . . . . . . . . . . . .   2
    1.18    Code . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
    1.19    Committee. . . . . . . . . . . . . . . . . . . . . . . . . .   3
    1.20    Compensation . . . . . . . . . . . . . . . . . . . . . . . .   3
    1.21    Date of Adoption . . . . . . . . . . . . . . . . . . . . . .   4
    1.22    Disability . . . . . . . . . . . . . . . . . . . . . . . . .   4
    1.23    Employee . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    1.24    Employer Contribution Account. . . . . . . . . . . . . . . .   5
    1.25    ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
    1.26    Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . .   5
    1.27    Frozen Plan. . . . . . . . . . . . . . . . . . . . . . . . .   6
    1.28    Highly Compensated Employee. . . . . . . . . . . . . . . . .   6
    1.29    Holding Account. . . . . . . . . . . . . . . . . . . . . . .   7
    1.30    Hour of Service. . . . . . . . . . . . . . . . . . . . . . .   7
    1.31    Lump Sum . . . . . . . . . . . . . . . . . . . . . . . . . .   9
    1.32    Participant. . . . . . . . . . . . . . . . . . . . . . . . .   9
    1.33    Qualified Joint and Survivor Annuity . . . . . . . . . . . .   9
    1.34    Retirement . . . . . . . . . . . . . . . . . . . . . . . . .   9
    1.35    Segregated Account . . . . . . . . . . . . . . . . . . . . .   9
    1.36    Separation from Service. . . . . . . . . . . . . . . . . . .   9
    1.37    Special Account. . . . . . . . . . . . . . . . . . . . . . .  10
    1.38    Suspense Account . . . . . . . . . . . . . . . . . . . . . .  10
    1.39    Terminated Plan. . . . . . . . . . . . . . . . . . . . . . .  10
    1.40    Year of Eligibility Service. . . . . . . . . . . . . . . . .  10


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    1.41    Year of Vesting Service. . . . . . . . . . . . . . . . . . .  10

TOP-HEAVY DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .  10
    1.42    Key Employee . . . . . . . . . . . . . . . . . . . . . . . .  10
    1.43    Top-Heavy Plan.. . . . . . . . . . . . . . . . . . . . . . .  11
    1.44    Top-Heavy Ratio. . . . . . . . . . . . . . . . . . . . . . .  11
    1.45    Permissive Aggregation Group . . . . . . . . . . . . . . . .  12
    1.46    Required Aggregation Group . . . . . . . . . . . . . . . . .  12
    1.47    Determination Date . . . . . . . . . . . . . . . . . . . . .  12
    1.48    Valuation Date . . . . . . . . . . . . . . . . . . . . . . .  12
    1.49    Present Value. . . . . . . . . . . . . . . . . . . . . . . .  12

CODE Sec. 401(K) AND (M) DEFINITIONS . . . . . . . . . . . . . . . . . .  13
    1.50    Discretionary Contribution Account . . . . . . . . . . . . .  13
    1.51    Matching Contribution Account. . . . . . . . . . . . . . . .  13
    1.52    Elective Deferral Account. . . . . . . . . . . . . . . . . .  13
    1.53    Elective Deferrals . . . . . . . . . . . . . . . . . . . . .  13
    1.54    Excess Elective Deferrals. . . . . . . . . . . . . . . . . .  14
    1.55    Average Deferral Percentage. . . . . . . . . . . . . . . . .  15
    1.56    Excess Contributions . . . . . . . . . . . . . . . . . . . .  17
    1.57    Matching Contribution. . . . . . . . . . . . . . . . . . . .  17
    1.58    Qualified Matching Contribution. . . . . . . . . . . . . . .  18
    1.59    Average Contribution Percentage. . . . . . . . . . . . . . .  18
    1.60    Excess Aggregate Contributions . . . . . . . . . . . . . . .  21
    1.61    Qualified Non-Elective Contributions . . . . . . . . . . . .  21
    1.62    Distribution Requirements. . . . . . . . . . . . . . . . . .  22
    1.63    Hardship Distributions . . . . . . . . . . . . . . . . . . .  22

ARTICLE 2 - ELIGIBILITY AND ACTIVE PARTICIPATION . . . . . . . . . . . .  23
    2.1     Initial Entry; Election Not to Participate . . . . . . . . .  23
    2.2     Eligibility Requirements For Active Participation. . . . . .  23
    2.3     Reentry. . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    2.4     Disregard of Service . . . . . . . . . . . . . . . . . . . .  24
    2.5     Applications Regarding Participation . . . . . . . . . . . .  24
    2.6     Employees Benefited by Plan or Amendment . . . . . . . . . .  24

ARTICLE 3 - PLAN BENEFITS. . . . . . . . . . . . . . . . . . . . . . . .  25
    3.1     Retirement Benefit . . . . . . . . . . . . . . . . . . . . .  25
    3.2     Severance Benefit. . . . . . . . . . . . . . . . . . . . . .  25
    3.3     Disability Benefit . . . . . . . . . . . . . . . . . . . . .  25
    3.4     Death Benefit. . . . . . . . . . . . . . . . . . . . . . . .  25
    3.5     Timing and Form of Benefit Payment . . . . . . . . . . . . .  26

ARTICLE 4 - PARTICIPANTS' ACCOUNTS; CONTRIBUTIONS; GAINS AND
            LOSSES; FORFEITURES. . . . . . . . . . . . . . . . . . . . .  26
    4.1     Separate Individual Accounts . . . . . . . . . . . . . . . .  26
    4.2     Employer Contributions . . . . . . . . . . . . . . . . . . .  26
    4.3     Allocation of Employer Contributions . . . . . . . . . . . .  27
    4.4     Limitations on Annual Additions. . . . . . . . . . . . . . .  28


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    4.5     Allocation of Investment Gains and Losses. . . . . . . . . .  31
    4.6     Allocation of Forfeitures. . . . . . . . . . . . . . . . . .  33
    4.7     Date of Allocation . . . . . . . . . . . . . . . . . . . . .  33
    4.8     Multiple Employer Participation  Allocations . . . . . . . .  33
    4.9     Minimum Funding Waiver . . . . . . . . . . . . . . . . . . .  34

ARTICLE 5 - VESTING. . . . . . . . . . . . . . . . . . . . . . . . . . .  34
    5.1     Application of Vesting Schedule. . . . . . . . . . . . . . .  34
    5.2     Vesting Schedule . . . . . . . . . . . . . . . . . . . . . .  35
    5.3     Years of Vesting Service Excluded. . . . . . . . . . . . . .  35
    5.4     Election of Old Vesting Provisions . . . . . . . . . . . . .  36
    5.5     Forfeiture and Restoration . . . . . . . . . . . . . . . . .  36
    5.6     Distributions Which Cash Out an Employer Contribution
            Account. . . . . . . . . . . . . . . . . . . . . . . . . . .  37
    5.7     Distributions Which Do Not Cash Out an Employer Contribution
            Account. . . . . . . . . . . . . . . . . . . . . . . . . . .  37
    5.8     No Duplications of Benefits. . . . . . . . . . . . . . . . .  38
    5.9     Non-covered Service. . . . . . . . . . . . . . . . . . . . .  38
    5.10    No Divestment for Cause. . . . . . . . . . . . . . . . . . .  38
    5.11    Return Following Disability. . . . . . . . . . . . . . . . .  38
    5.12    Inability to Locate Participant or Beneficiary . . . . . . .  38

ARTICLE 6 - PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . .  39
    6.1     Source of Payment. . . . . . . . . . . . . . . . . . . . . .  39
    6.2     Amount of Benefit. . . . . . . . . . . . . . . . . . . . . .  39
    6.3     When Payment of Benefits Begins. . . . . . . . . . . . . . .  39
    6.4     Form of Payment. . . . . . . . . . . . . . . . . . . . . . .  40
    6.5     Joint and Survivor Annuity Requirements. . . . . . . . . . .  41
    6.6     Notice and Election Requirements . . . . . . . . . . . . . .  44
    6.7     Late Retirement. . . . . . . . . . . . . . . . . . . . . . .  45
    6.8     Segregated Investment of Deferred Distributions. . . . . . .  45
    6.9     Distributions to Minors or Incompetents. . . . . . . . . . .  45
    6.10    Disputes as to Proper Recipient. . . . . . . . . . . . . . .  45
    6.11    Transfers to Another Qualified Plan. . . . . . . . . . . . .  46
    6.12    Required Distributions . . . . . . . . . . . . . . . . . . .  48

ARTICLE 7 - SPECIAL PROVISIONS RELATING TO DEATH BENEFITS. . . . . . . .  53
    7.1     Payments Upon Death of Participant . . . . . . . . . . . . .  53
    7.2     Designated Beneficiary . . . . . . . . . . . . . . . . . . .  53
    7.3     Death of Beneficiary . . . . . . . . . . . . . . . . . . . .  54

ARTICLE 8 - LIFE INSURANCE . . . . . . . . . . . . . . . . . . . . . . .  55
    8.1     Committee's Power to Purchase Life Insurance . . . . . . . .  55
    8.2     Policies as Trust Assets . . . . . . . . . . . . . . . . . .  55
    8.3     Payment of Premiums and Use of Proceeds. . . . . . . . . . .  55
    8.4     Distribution of Policies Upon Retirement or Severance of
            Service. . . . . . . . . . . . . . . . . . . . . . . . . . .  55
    8.5     Insurer Not a Party. . . . . . . . . . . . . . . . . . . . .  56
    8.6     Maximum Amount of Insurance. . . . . . . . . . . . . . . . .  56
    8.7     Reporting of PS-58 Cost. . . . . . . . . . . . . . . . . . .  56


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ARTICLE 9 - SPECIAL ACCOUNTS . . . . . . . . . . . . . . . . . . . . . .  56
    9.1     Transfers to Plan. . . . . . . . . . . . . . . . . . . . . .  56
    9.2     Maintenance of Special Accounts. . . . . . . . . . . . . . .  57
    9.3     Gains and Losses on Special Accounts . . . . . . . . . . . .  57
    9.4     Withdrawals from Special Accounts. . . . . . . . . . . . . .  57
    9.5     Special Rules Relating to Transfer from Other Retirement
            Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
    9.6     Committee Administrative Rules . . . . . . . . . . . . . . .  59
    9.7     Expenses Attributable to Special Accounts. . . . . . . . . .  59

ARTICLE 10 - LOANS TO PARTICIPANTS AND BENEFICIARIES . . . . . . . . . .  59
    10.1    Availability of Loans to Participants and Beneficiaries. . .  59
    10.2    Loan Procedure . . . . . . . . . . . . . . . . . . . . . . .  59
    10.3    Loan Provisions. . . . . . . . . . . . . . . . . . . . . . .  60
    10.4    Loan Default as Distributable Event. . . . . . . . . . . . .  61
    10.5    Authority of Committee to Amend. . . . . . . . . . . . . . .  61

ARTICLE 11 - ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . .  62
    11.1    Committee Appointments . . . . . . . . . . . . . . . . . . .  62
    11.2    Committee Responsibility . . . . . . . . . . . . . . . . . .  62
    11.3    Committee Business . . . . . . . . . . . . . . . . . . . . .  63
    11.4    Committee Members Who Participate in the Plan. . . . . . . .  63
    11.5    Designation of a Funding Policy. . . . . . . . . . . . . . .  63
    11.6    Procedure by Which the Committee May Allocate and Delegate
            Responsibilities . . . . . . . . . . . . . . . . . . . . . .  63
    11.7    Administrator. . . . . . . . . . . . . . . . . . . . . . . .  63
    11.8    Participating Employer . . . . . . . . . . . . . . . . . . .  63
    11.9    Service in More Than One Capacity. . . . . . . . . . . . . .  64
    11.10   Contractual Right to Contribution and Indemnity. . . . . . .  64
    11.11   Claims Procedure . . . . . . . . . . . . . . . . . . . . . .  64
    11.12   Investment in Employer Securities. . . . . . . . . . . . . .  65

ARTICLE 12 - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . .  65
    12.1    Right to Amend . . . . . . . . . . . . . . . . . . . . . . .  65
    12.2    Right of Employer to Terminate or Freeze the Plan;
            Reactivation . . . . . . . . . . . . . . . . . . . . . . . .  66
    12.3    Immediate Vesting on Discontinuance of the Plan. . . . . . .  66
    12.4    Date of Termination or Freeze of the Plan. . . . . . . . . .  66
    12.5    Distribution of Assets or Payment of Benefits after Plan
            Termination or Freeze. . . . . . . . . . . . . . . . . . . .  66
    12.6    Mergers and Consolidations . . . . . . . . . . . . . . . . .  67

ARTICLE 13 - MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . .  67
    13.1    Gender and Number. . . . . . . . . . . . . . . . . . . . . .  67
    13.2    Necessary Acts . . . . . . . . . . . . . . . . . . . . . . .  67
    13.3    Binding on Successors. . . . . . . . . . . . . . . . . . . .  67
    13.4    Employment at Will; Construction as Contract; Effect on
            Employment . . . . . . . . . . . . . . . . . . . . . . . . .  67
    13.5    Assignment Prohibited; Exceptions. . . . . . . . . . . . . .  68
    13.6    Accrual of Rights under the Plan . . . . . . . . . . . . . .  69
    13.7    Reversion Prohibited; Exceptions . . . . . . . . . . . . . .  69
    13.8    Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
    13.9    Plan Document Governs. . . . . . . . . . . . . . . . . . . .  70
    13.10   Interpretation . . . . . . . . . . . . . . . . . . . . . . .  70


<PAGE>
    13.11   Fees and Expenses. . . . . . . . . . . . . . . . . . . . . .  71
    13.12   Expenses of Division of Account Balance. . . . . . . . . . .  71
    13.13   Uniformed Services Employment and Re-employment Rights Act .  71
    13.14   Effective Dates. . . . . . . . . . . . . . . . . . . . . . .  71


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                             ARTICLE 1 - DEFINITIONS

     1.1     GENERAL.  Whenever  the  following  terms are used in the Plan with
the first letter capitalized, they shall have the meaning specified below unless
the  context  clearly  indicates  to  the  contrary:

     1.2     Plan  means  the  SafeGuard  Health  Enterprises, Inc. 401(k) Plan.

     1.3     INITIAL PLAN YEAR  means October 1, 1993 through December 31, 1993.

     1.4     PLAN  YEAR  means  the  Initial Plan Year and the succeeding twelve
(12)  month  periods  commencing  on  January  1  and  ending  on  December  31.

     1.5     Effective  Date  of  the  Plan  means  October  1,  1993.

     1.6     ENTRY  DATE  means the first day of the month which occurs after an
Employee  has  completed  ninety  (90)  days  of  continuous  employment and has
attained  the  age of eighteen (18).  Employment shall be measured from the date
on  which  an  Employee  completes  his  first  Hour of Service.  If an Employee
Separates  from  Service  before  the  completion  of  ninety  (90) days, and is
reemployed,  employment  shall  be  measured from the date on which the Employee
completes  his  first  Hour  of  Service  following  reemployment.

     In  the  event  an  Employee  completes  the  service  and age requirements
specified above, but Separates from Service before he enters the Plan, his Entry
Date  shall  be  the  later  of  the  date  specified  above or his reemployment
commencement  date  (subject  to  Sec.2.4).  In  the  event  an  Employee  is in
non-covered service on the date that would otherwise be his Entry Date, then his
Entry  Date  shall  be the date of his subsequent employment in covered service.

     In  no event shall an Employee be required, as a condition of participation
in  the  Plan, to complete a period of service extending beyond the later of the
date  on  which the Employee completes one Year of Service, or the date on which
the  Employee  attains  the  age of twenty-one (hereinafter "maximum eligibility
requirements").  In  no  event  shall an Employee's Entry Date be later than the
earlier  of  the  first  day  of the first Plan Year beginning after the date on
which  such Employee satisfied the maximum eligibility requirements, or the date
six  months  after  the  date on which the Employee satisfied such requirements,
unless the Employee was Separated from Service before the earlier of such dates.
"Two  Years  of  Eligibility  Service"  shall  be  substituted  for "one Year of
Eligibility Service" each place it appears in this paragraph if Sec.5.2 provides
that  a Participant's interest in all the Participant's accounts are 100% vested
after  the  completion of no more than two Years of Eligibility Service, however
such  substitution  shall  not apply to eligibility to participate in the Plan's
cash  or  deferred  arrangement.

     1.7     EMPLOYER  means  SafeGuard  Health  Enterprises, Inc.  In the event
that  any  parent,  affiliate,  subsidiary,  successor  business, or predecessor
business  adopts  or  has  adopted  this  Plan,  such  entity  shall also be the
Employer.


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     A  sole  proprietor  shall  be  considered  to  be  his  own  Employer.  A
partnership  shall  be  considered  to  be the Employer of each of the partners.

     1.8     Trustee  means  Ronald  I.  Brendzel  and/or  any  Co-Trustees  or
successor  Trustees  appointed  pursuant  to  the  Trust.

     1.9     Normal Retirement Age  means the attainment of age sixty-five (65).

     1.10     Defined  Contribution  Plan  means  a plan as defined in Code Sec.
414(i).  There  are  two  types  of Defined Contribution Plans.  A DISCRETIONARY
CONTRIBUTION  PLAN,  also  known  as  a profit sharing plan, allows the employer
discretion  as  to the amount to be contributed each year.  A FIXED CONTRIBUTION
PLAN,  also known as a money purchase plan, contains a formula in the plan which
fixes  the  amount  of  the required contribution.  This plan is a Discretionary
Contribution  Plan.  This  Plan may be adopted as a Fixed Contribution Plan only
if  it  is  a "pre-ERISA money purchase plan" as defined in Code Sec. 401(k)(6).

     1.11     Account  means  any,  or  the  totality,  of  the  bookkeeping
calculations  under  the  Plan  as  defined in Sec.Sec.1.24, 1.29, 1.35, 1.37 or
1.38,  as  the  context  requires.

     1.12     Active  Participant  means  a  Participant who currently meets the
eligibility  requirements  of  Article  2.

     1.13     Actuarial  Equivalent  means that a series of payments or a single
payment  has  an  equal  value  as  determined  by  reference  to the following:

     In  the  event  a  Participant  is  entitled  to installment payments under
Sec.6.4(A),  he  shall  receive  the  value  of his Account, as decreased by the
installment payments and as adjusted by the actual gains and losses thereon.  In
the  event  that  a  Participant  is  entitled  to  an  annuity  contract  under
Sec.6.4(A), he shall receive such contract as may be purchased with the value of
his  Account.  The  Participant  shall have the right to designate the insurance
company  from  which  the  Plan  will  purchase  the  contract  unless otherwise
prohibited  by  law.

    1.14     Administrator  MEANS  THE  EMPLOYER  OR  THE PERSON OR ENTITY
DESIGNATED  PURSUANT  TO  SEC.11.7.

     1.15     Alternate  Payee  means  any Spouse, former Spouse, child or other
dependent  of  a Participant who is recognized by a Qualified Domestic Relations
Order  as  having  a right to receive all, or a portion of, the benefits payable
under  the  Plan  with  respect  to  such  Participant.

     1.16     Beneficiary  means  the  person entitled to receive a benefit from
the  Plan  as  a  result of the Participant's death as provided in Article 7.  A
DESIGNATED  BENEFICIARY  is  a  person  whom  the  Participant  or  the Plan has
designated to receive benefits in the event of the Participant's death, but who,
since  the  Participant is still living, has no present right or interest in the
Plan.

     1.17     Break  in  Service  or  a  One  Year  Break  in  Service  means  a
computation  period  as  set  forth  in  Sec.Sec.1.40  and  1.41 during which an
Employee  is  credited  with  not more than five hundred (500) Hours of Service.
Whenever  a  Plan  Year  is  less  than  twelve (12) months, the


<PAGE>
Hour  of  Service  provision shall be multiplied by a fraction, the numerator of
which  is  the  number of months in the Plan Year (rounded to the nearest month)
and  the  denominator  of  which  is  twelve  (12).

     1.18     Code  means  the  Internal  Revenue  Code of 1986, as amended from
time  to  time.

     1.19     Committee  means the Committee appointed by the Employer to govern
the  Plan  as  provided  in  Sec.  11.1.

     1.20     Compensation  means  all  of  a  Participant's  Compensation  paid
within  the  Plan  Year  that is wages, as defined in Code Sec. 3401(a), and all
other  payments of compensation to an Employee by the Employer (in the course of
the  Employer's trade or business) for which the Employer is required to furnish
the  Employee  a  written statement under Code Sec.Sec. 6041(d), 6051(a)(3), and
6052.  Compensation  shall  be determined without regard to any rules under Code
Sec.  3401(a)  that limit the remuneration included in wages based on the nature
or location of the employment or the services performed.  In the event that this
is  a  restatement  of  a  prior plan document which the Employer has adopted to
comply  with  the  Tax Reform Act of 1986, the effective date of this definition
shall  be the first day of the Plan Year after the date on which the restatement
is  adopted.

     Compensation  includes only amounts earned by a Participant on or after the
Participant's  Entry Date.  Compensation does not include any payments made to a
Participant  as  a  result  of  or  after  his  Separation from Service, such as
severance,  deferred  compensation, or consulting (as an independent contractor)
pay.  Compensation  shall  not include any amount earned on or after the date as
of  which  the Plan has become a Frozen Plan or a Terminated Plan.  Compensation
does not include compensation earned in non-covered service (i.e., service which
does  not  qualify  a  person  to  be  a  Plan  Participant  under  Sec.  2.2).
Compensation  includes:  i)  any  elective  deferral  as  defined  in  Code Sec.
402(g)(3),  and  any  amount which is contributed or deferred by the Employer at
the  election of the Employee and which is not includible in the gross income of
the  Employee  by  reason  of  Code  Sec.  125  or  Code  Sec.  457.

     With  respect  to  an  Employee who is a Self-Employed Individual, the term
COMPENSATION  means  the  amount  of  such  individual's  Earned  Income.  A
SELF-EMPLOYED  INDIVIDUAL is an individual who has Earned Income for the taxable
year  from  the  trade  or  business  for  which  the Plan is established, or an
individual  who  would have had Earned Income but for the fact that the trade or
business  had  no  net  profits  for  the taxable year.  EARNED INCOME means net
earnings from Self-Employment in the trade or business with respect to which the
Plan  is  established,  for  which the personal services of the individual are a
material  income-producing factor.  Net earnings shall be determined with regard
to  the  deduction allowed to the Employer by Code Sec. 164(f) for taxable years
beginning  after  December  31,  1989.  Net earnings shall be determined without
regard  to  items  not  included in gross income and the deductions allocable to
such  items.  Net  earnings  are  reduced  by contributions by the Employer to a
qualified  plan to the extent deductible under Code Sec. 404.  In the event that
the  Plan  uses  a  definition  of  compensation  other  than a definition which
satisfies  Code  Sec.  414(s)  without  any testing requirement, a Self-Employed
Individual's  Compensation  shall be reduced to equal his Equivalent Alternative
Compensation  Amount.  EQUIVALENT  ALTERNATIVE  COMPENSATION  AMOUNT  means  the
individual's  Earned  Income  multiplied by the percentage (but not greater


<PAGE>
than  one  hundred  percent  (100%))  of total compensation of the Self-Employed
Individual's non-Highly Compensated common-law Employees recognized by the Plan.

     For  Plan Years beginning on or after January 1, 1989 and before January 1,
1994,  the  annual  Compensation  of  each  Participant  taken  into account for
determining  any  benefits  provided  under the Plan for any Plan Year shall not
exceed  two  hundred  thousand  dollars  ($200,000).  This  limitation  shall be
adjusted  at  the  same  time  and in the same manner as under Code Sec. 415(d),
except  that  the dollar increase in effect on January 1 of any calendar year is
effective  for  Plan  Years  beginning  in  such  calendar  year  and  the first
adjustment to the two hundred thousand dollar ($200,000) limitation is effective
on  January  1, 1990.  For Plan Years beginning on or after January 1, 1994, the
annual  compensation  of each Participant taken into account for determining any
benefits  provided under the Plan for any Plan Year shall not exceed one hundred
fifty  thousand  dollars  ($150,000),  as  adjusted for increases in the cost of
living  in  accordance  with  Code  Sec.  401(a)(17)(B).  The  cost-of-living
adjustment  in  effect  for  a calendar year applies to any determination period
beginning  in such calendar year.  The determination period is the annual period
used  to  measure  Compensation  for  the  purpose  of  determining  average
Compensation.  If  a  determination  period  consists  of fewer than twelve (12)
months,  the  annual  compensation  limit  is  equal to the otherwise applicable
annual  Compensation  limit  multiplied by a fraction, the numerator of which is
the  number  of  months in the short determination period and the denominator of
which  is  12.

     If compensation for any prior determination period is taken into account in
determining a Participant's contributions or benefits for the current Plan Year,
the  compensation  for  such  prior  determination  period  is  subject  to  the
applicable  annual compensation limit in effect for that prior period.  For this
purpose,  for  Plan  Years  beginning  on  or  after January 1, 1989, the annual
compensation  limit  in  effect  for determination periods beginning before that
date is two hundred thousand dollars ($200,000).  For Plan Years beginning on or
after January 1, 1994, the annual compensation limit in effect for determination
periods  beginning  before  that  date  is  one  hundred  fifty thousand dollars
($150,000).

     1.21     Date  of  Adoption  means  the  date  upon  which  an  authorized
representative  of  the  Employer  executes  the  Plan  or  a  Plan  amendment.

     1.22     Disability  means  a  medically  determinable physical impairment,
including  the  permanent  loss  of  use  of a member or function of the body or
permanent disfigurement which materially impairs the ability of a Participant to
satisfactorily perform the regular duties of employment and which: i) causes the
individual to be classified by the Social Security Administration as totally and
permanently disabled, i.e., unfit for any gainful employment (hereinafter "Class
A  Disability"); ii) causes the individual to be substantially unable to perform
the  normal  functions  of  his  current employment or any comparable employment
(hereinafter  "Class  B  Disability");  or  iii)  causes  the  individual  to be
substantially  unable  to  carry out the duties of his current position with his
employer  (hereinafter  "Class  C  Disability").

     Alcoholism and drug addiction shall in no event be considered Disabilities.
No  Participant shall be deemed to have incurred a Disability as a result of any
injury or illness incurred while engaged in the commission of a felony, or which
results  from  an  intentionally  self-inflicted  injury  or disease.  No mental
condition,  except  that directly caused by physical


<PAGE>
illness  or  injury,  shall  be  considered  a  Disability.  Determinations  of
Disability  shall  be  made  by  the Committee based upon the good-faith medical
advice  or opinion provided by a licensed physician employed by the Committee. A
Participant  shall  not have the right to supplement or contradict the advice of
that  physician  with  the  advice  or  opinion  of  a  second physician. If the
physician advises the Committee that medical treatment may result in substantial
improvement within a period of twelve (12) months, then the Participant shall be
required  to  seek  such  treatment and the determination of Disability shall be
delayed  for  twelve  (12)  months.  The  Committee  shall  determine  that  the
Participant  is  not  disabled  within  the  meaning  of  this  paragraph if the
Participant  refuses  to  seek  such  treatment.

     1.23     Employee  means  any  individual  who is considered an Employee of
the Employer as defined by common law.  For the purpose of crediting service for
eligibility  and  vesting, but not for the purpose of determining entitlement to
allocations  under  this  Plan, Employee also means any employee of any employer
required  to be aggregated with the Employer under Code Sec. 414(b), (c), (m) or
(o).

     Any  Leased  Employee  shall  be  treated  as  an Employee of the recipient
Employer.  Contributions  or  benefits provided a Leased Employee by the leasing
organization  which are attributable to the services performed for the recipient
Employer  shall  be  treated  as  provided  by the recipient Employer.  The term
LEASED  EMPLOYEE means any person (other than a person who is an Employee of the
Employer  without  regard  to  the  Leased  Employee  rules)  who pursuant to an
agreement  between the recipient and any other person (LEASING ORGANIZATION) has
performed  services  for  the recipient or for the recipient and related persons
(determined in accordance with Code Sec. 414(n)(6)) on a substantially full-time
basis  for  a period of at least one year, and such services are performed under
the  primary  direction  or  control  of  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: a) a
nonintegrated  employer  contribution  rate  of  at  least  ten percent (10%) of
compensation,  as  defined  in  Code  Sec.  415(c)(3),  but  including  amounts
contributed  by  the employer pursuant to a salary reduction agreement which are
excludable  from  the  employee's  gross  income under Code Sec. 125, 402(e)(3),
402(h) or 403(b); b) immediate participation; and c) full and immediate vesting;
and ii) Leased Employees do not constitute more than twenty percent (20%) of the
recipient's  non-highly  compensated  work  force.

     1.24     Employer  Contribution  Account  means  the  separate  individual
Account  maintained  for  each  Participant pursuant to Sec. 4.1 with respect to
Employer-provided  benefits.

     1.25     ERISA  means  the Employee Retirement Income Security Act of 1974,
as  amended  from  time  to  time.

     1.26     Forfeiture  means  the  loss  to  a  Participant of the difference
between  the  benefit  payable  to  him upon his Separation from Service and the
value  of  his  Employer  Contribution  Account  by  application  of the vesting
requirements  of  Article  5.  Amounts  forfeited  shall  be  subject  to  the
restoration  rules  set  forth  in  Sec.  5.5.


<PAGE>
     1.27     Frozen  Plan  means that the Employer has ceased all obligation to
contribute to the Plan and that no additional Participants shall enter the Plan.
Plan  assets  shall not be distributed as soon as administratively feasible, but
rather  shall  be  distributed to Participants in the same manner as if the Plan
had  not  been  frozen.

     1.28     Highly  Compensated  Employee  means  a  Highly Compensated Active
Employee  or  a  Highly  Compensated  Former  Employee.

     A.     HIGHLY  COMPENSATED  ACTIVE  EMPLOYEE means for Plan Years beginning
before  January  1,  1997,  any  Employee  who performs service for the Employer
during  the  determination  year and who, during the look-back year: i) received
Compensation  from  the  Employer  in  excess  of  seventy-five thousand dollars
($75,000),  as  adjusted pursuant to Code Sec. 415(d); ii) received Compensation
from  the  Employer  in  excess of fifty thousand dollars ($50,000), as adjusted
pursuant  to  Code  Sec. 415(d), and was a member of the top-paid group for such
year;  or  iii)  was an officer of the Employer and received Compensation during
such  year  that is greater than fifty percent (50%) of the dollar limitation in
effect  under Code Sec. 415(b)(1)(A).  The term Highly Compensated Employee also
includes  Employees  who  are  described  in  the preceding sentence if the term
"determination  year"  is  substituted  for  the  term  "look-back year" and the
Employee  is  one  of  the  one  hundred  (100)  Employees who received the most
Compensation  from the Employer during the determination year; and Employees who
are  five  percent  (5%)  owners  at  any  time  during  the  look-back  year or
determination year.  If no officer has satisfied the compensation requirement of
(iii)  above  during  either a determination year or look-back year, the highest
paid  officer  for  such year shall be treated as a Highly Compensated Employee.
The  determination year shall be the Plan Year.  The look-back year shall be the
twelve  (12)  month  period  immediately  preceding  the  determination  year.

     Highly  Compensated  Active  Employee  means for Plan Years beginning after
December  31,  1996,  any Employee who performs service for the Employer for the
determination  year  or  the  immediately  preceding  year and who i) was a five
percent  (5%) owner at any time during the determination year or the immediately
preceding  year,  or  ii)  received  compensation from the Employer in excess of
eighty  thousand  dollars  ($80,000),  as  adjusted pursuant to Code Sec. 415(d)
(except  that the base period shall be the calendar quarter ending September 30,
1996)  during  the  year  immediately  preceding  the  determination  year.

     B.     HIGHLY  COMPENSATED FORMER EMPLOYEE means any Employee who Separated
from  Service (or was deemed to have separated) prior to the determination year;
performs  no  service  for the Employer during the determination year; and was a
Highly  Compensated  Active  Employee  for  either  the  separation  year or any
determination  year  ending  on  or  after  the  Employee's  fifty-fifth  (55th)
birthday.  Whether  an  Employee  was a Highly Compensated Active Employee for a
determination  year  that  ended  on  or after the Employee's fifty-fifth (55th)
birthday,  or  that  was  a separation year, is based on the rules applicable to
determining  Highly  Compensated  Active  Employee  status as in effect for that
determination  year.

     For  Plan Years beginning before January 1, 1997, if an Employee is, during
a determination year or look-back year, a family member of either a five percent
(5%)  owner who is an active or former Employee or a Highly Compensated Employee
who is one of the ten (10) most Highly Compensated Employees ranked on the basis
of  Compensation  paid  by the


<PAGE>
Employer  during  such  year,  then  the family member and the five percent (5%)
owner  or top-ten Highly Compensated Employee shall be aggregated. In such case,
the  family member and the five percent (5%) owner or top-ten Highly Compensated
Employee  shall  be treated as a single Employee receiving Compensation and Plan
contributions  or  benefits  equal  to  the  sum  of  such  Compensation  and
contributions  or  benefits of the family member and the five percent (5%) owner
or  top-ten  Highly  Compensated  Employee.  For purpose of this section, family
member  means  the  spouse, lineal ascendants and descendants of the Employee or
former  Employee  and  the  spouses  of  such lineal ascendants and descendants.

     The  determination  of  who is a Highly Compensated Employee, including the
determination of the number and identity of Employees in the top-paid group, the
top  one  hundred  (100)  Employees,  and  the  number  of  Employees treated as
officers,  and  the Compensation that is considered, shall be made in accordance
with  Code  Sec.  414(q)  and  the  regulations  thereunder.

     1.29     Holding  Account  means  an  Account  established pursuant to Sec.
5.7.

     1.30     HOUR  OF  SERVICE  means:

     A.     Each hour for which an Employee is paid, or entitled to payment, for
the  performance  of  duties  for the Employer during the applicable computation
period;

     B.     Each  hour for which an Employee is paid, or entitled to payment, by
the Employer on account of a period of time during which no duties are performed
(irrespective  of  whether  the  employment  relationship has terminated) due to
vacation,  holiday,  illness,  incapacity  (including  Disability), layoff, jury
duty,  military  duty,  or leave of absence.  These hours shall be determined by
the  rules  set  forth  in  Department  of  Labor  Regulation  2530.200b-2(b).
Notwithstanding  the  above:

          1.     No  more than five hundred and one (501) Hours of Service shall
be  credited  under (B) above to an Employee on account of any single continuous
period  during which the Employee performs no duties (whether or not such period
occurs  in  a  single  computation  period).

          2.     An  hour  for which an Employee is directly or indirectly paid,
or  entitled  to  payment,  on  account  of  a period during which no duties are
performed,  shall not be credited to the Employee if any such payment is made or
due  under a plan maintained solely for the purpose of complying with applicable
workers' compensation or unemployment compensation or disability insurance laws.

          3.     An Employee shall not be credited on account of a period during
which no duties were performed with a number of hours greater than the number of
hours  regularly  scheduled  for  the  performance of duties during such period.

          4.     Hours  of  Service  shall  not  be credited for a payment which
solely reimburses an Employee for medical or medically related expenses incurred
by  the  Employee.


<PAGE>
          For  purposes of (B) above, a payment shall be deemed to be made by or
due  from the Employer regardless of whether such payment is made by or due from
the  Employer  directly,  or  indirectly  through, among others, a trust fund or
insurer  to  which  the Employer contributes or pays premiums, and regardless of
whether contributions made or due to the trust fund, insurer or other entity are
for the benefit of particular Employees or are on behalf of a group of Employees
in  the  aggregate.

     C.     Each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Employer.  The same Hours of Service shall
not be credited under both (A) and (B) above, as the case may be, and under this
subparagraph  (C).  Crediting of Hours of Service for back pay awarded or agreed
to  with respect to periods described in (B) shall be subject to the limitations
set  forth  in  that  subparagraph.

     Hours  of  Service shall be credited to the computation period in which the
duties  are  performed  to the extent and subject to the exceptions set forth in
Department  of  Labor  Regulation  2530.200b-2(c).  The  Hours  of Service of an
Employee  occurring  prior to the later of January 1, 1976 or the Effective Date
of  the  Plan shall be determined from reasonably accessible records or, if such
records  are  insufficient  to  make an appropriate determination, by reasonable
estimation.  Solely  for  purposes of determining whether a Break in Service for
participation  and  vesting  purposes  has  occurred in a computation period, an
individual  who  is  absent  from  work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise have been credited
to  such  individual  but  for  such absence, or in any case in which such hours
cannot  be  determined, eight (8) Hours of Service per day of such absence.  For
purposes  of  this  paragraph,  an  absence from work for maternity or paternity
reasons  means  an absence: i) by reason of the pregnancy of the individual; ii)
by  reason  of  a  birth  of  a  child  of the individual; iii) by reason of the
placement of a child with the individual in connection with the adoption of such
child  by  such  individual;  or iv) for purposes of caring for such child for a
period  beginning  immediately  following such birth or placement.  The Hours of
Service  credited  under  this paragraph shall be credited i) in the computation
period  in  which  the absence begins if the crediting is necessary to prevent a
Break  in  Service  in  that period, or ii) in all other cases, in the following
computation  period.  Hours  of  Service  shall  be credited for employment with
other  members  of  an  affiliated  service  group  (under  Code Sec. 414(m)), a
controlled  group of corporations (under Code Sec. 414(b)), or a group of trades
or  businesses  under  common  control  (under  Code  Sec. 414(c)), of which the
Employer  is  a  member, and any other entity required to be aggregated with the
Employer  pursuant  to  Code  Sec.  414(o)  and  the  regulations  thereunder.

     Hours  of  Service  shall also be credited for any individual considered an
Employee  for  purposes  of  this  Plan  under  Code  Sec. 414(n) or (o) and the
regulations  thereunder.

     The  Committee  shall determine Hours of Service from payroll records.  If,
however,  with  respect  to  any  person,  the payroll records do not accurately
reflect the actual number of Hours of Service with which such person is entitled
to  be  credited, the Committee shall determine Hours of Service with respect to
such  person  based upon the Equivalency which is equal to the normal pay period
applicable  to  such  person.


<PAGE>
          1.     If  a  person  is paid on the basis of days of employment, such
person  shall  be credited with ten (10) Hours of Service for each day for which
such  person  would  be  required  to  be credited with at least one (1) Hour of
Service.

          2.     If  a  person is paid on the basis of weeks of employment, such
person shall be credited with forty-five (45) Hours of Service for each week for
which such person would be required to be credited with at least one (1) Hour of
Service.

          3.     If  a  person  is  paid  on  the  basis  of semimonthly payroll
periods,  such  person  shall be credited with ninety-five (95) Hours of Service
for  each  semimonthly payroll period for which such person would be required to
be  credited  with  at  least  one  (1)  Hour  of  Service.

          4.     If  a person is paid on the basis of months of employment, such
person shall be credited with one hundred ninety (190) Hours of Service for each
month  for  which such person would be required to be credited with at least one
(1)  Hour  of  Service.

     1.31     Lump  Sum  means  a distribution consisting of the entire interest
to  which a Participant or his Beneficiary is entitled, taken in one tax year of
the  recipient.

     1.32     Participant  means  any  Employee  or former Employee who has been
admitted  to  participation  in the Plan pursuant to Article 2 and who is or may
become  eligible  to  receive  a benefit from this Plan.  A Participant does not
include  an  Employee  who Separates from Service and either i) is not vested or
ii)  has  been  paid the full amount of his vested benefit.  An Employee who has
become  a Participant shall cease being a Participant upon the forfeiture of the
non-vested  portion  of  his  Employer  Contribution  Account  under Sec.5.5(A).

     1.33     Qualified  Joint  and  Survivor  Annuity  means  a nontransferable
annuity  providing for a guaranteed income for the life of a Participant with an
annuity payable to a surviving Spouse equal to fifty percent (50%) of the amount
payable  during  the joint lives of the Participant and his Spouse, and which is
the  Actuarial  Equivalent  of  a  single  life  annuity  for  the  life  of the
Participant.  A Qualified Joint and Survivor Annuity for a single Participant is
an  annuity  for  the life of the Participant (i.e., a "straight life annuity").

     1.34     Retirement  means  a  Participant's  Separation from Service on or
after  he  has  attained  his  Normal  Retirement  Age.

     1.35     Segregated  Account  means an Account which is invested separately
from  all  other  Trust  assets  pursuant  to  Sec.  6.8  or  9.3.

     1.36     Separation  from  Service  means  a  severance  of  the
Employer/Employee  relationship,  whether by resignation, discharge, Disability,
death  or  Retirement.  Except as expressly provided in Sec.1.30, this Plan does
not  credit Hours of Service for any period during which an Employee is on leave
of  absence.  However,  an  Employee  shall not be deemed to have Separated from
Service  by virtue of being on leave of absence.  In the event the Employee does
not  return  to  work  at  the  specified  time after expiration of the leave of
absence, he shall be deemed to have Separated from Service on the date his leave
of absence ended for the purpose of Sec.6.3 and on the date his leave of absence
commenced  for  all  other  purposes.


<PAGE>
     1.37     Special  Account  means  an  Account opened pursuant to Article 9.

     1.38     Suspense  Account  means  an  Account  established for unallocated
Employer  contributions  and  Forfeitures  pursuant  to  Sec.  4.4(C).

     1.39     Terminated  Plan  means  that  the Plan has been terminated by the
Employer  in  accordance  with Article 12, and that assets are in the process of
being  distributed  as  soon  as  administratively  feasible  after  the date of
termination.

     1.40     Year  of  Eligibility  Service  means  each  computation period in
which  an  Employee  completes  one  thousand  (1,000)  Hours  of  Service.  The
computation  periods  shall  be:
USE  A-C  FOR  WAITING  PERIODS  OF  ONE  YEAR.

     A.     The  twelve  (12)  consecutive-month  period  commencing  with  an
Employee's  first  Hour  of  Service  with  the  Employer;
     B.     The  first  twelve  (12)  month period coinciding with the Plan Year
which  includes  the  first  anniversary of the Employee's first Hour of Service
with  the  Employer;  and
     C.     Succeeding  twelve (12) month periods coinciding with the Plan Year.
If  the  Plan  Year  is  the  computation period and it is less than twelve (12)
months,  other  than  as  a  result  of the termination of the Plan, the minimum
service requirement shall be multiplied by a fraction, the numerator of which is
the  number  of  months  in the Plan Year (rounded to the nearest month) and the
denominator  of  which  is  twelve  (12).

     1.41     Year  of  Vesting  Service  means  a  twelve  (12)  month  period
coinciding with the Plan Year during which an Employee is credited with at least
one thousand (1,000) Hours of Service.  Whenever a Plan Year is less than twelve
(12)  months  other than as a result of the termination of the Plan, the vesting
computation  period  for  such short Plan Year shall begin with the first day of
such Plan Year and shall end twelve (12) months thereafter.  A new (overlapping)
vesting  computation  period  shall be established on the first day of the first
Plan  Year  beginning after the short Plan Year and shall end twelve (12) months
thereafter.  An  Employee shall receive credit for a Year of Vesting Service for
each  computation period during which the Employee is credited with the required
number  of  Hours  of  Service.

                              TOP-HEAVY DEFINITIONS

     1.42     Key  Employee  means  any  Employee  or  former  Employee (and the
beneficiaries  of such Employee) who at any time during the determination period
was an officer of the Employer, if such individual's annual compensation exceeds
fifty  percent  (50%)  of the dollar limitation under Code Sec. 415(b)(1)(A); an
owner  (or  considered  an  owner  under  Code  Sec. 318) of one of the ten (10)
largest interests in the Employer, if such individual's compensation exceeds one
hundred  percent (100%) of the dollar limitation under Code Sec. 415(c)(1)(A); a
five  percent  (5%)  owner  of  the Employer; or a one percent (1%) owner of the
Employer  who has an annual compensation of more than one hundred fifty thousand
dollars  ($150,000).  Annual  compensation means compensation as defined in Code
Sec.  415(c)(3), but including amounts contributed by the Employer pursuant to a
salary reduction agreement which are excludable from the Employee's gross income
under  Code  Sec. 125, 402(e)(3), 402(h) or 403(b).  The determination


<PAGE>
period  is  the  Plan  Year  containing  the Determination Date and the four (4)
preceding  Plan  Years. The determination of who is a Key Employee shall be made
in  accordance  with  Code  Sec.  416(i)(1)  and  the  regulations  thereunder.

     1.43     Top-Heavy  Plan.   The  Plan  is top-heavy if any of the following
conditions  exist  for  any  Plan  Year  beginning  after  December  31,  1983:

     A.     The Top-Heavy Ratio for the Plan exceeds sixty percent (60%) and the
Plan  is  not  part  of any Required Aggregation Group or Permissive Aggregation
Group  of  plans;

     B.     The  Plan  is  part of a Required Aggregation Group of plans but not
part  of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of
plans  exceeds  sixty  percent  (60%);  or

     C.     The  Plan  is  part  of  a  Required Aggregation Group and part of a
Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive
Aggregation  Group  exceeds  sixty  percent  (60%).

     1.44     Top-Heavy  Ratio

     A.     If  the  Employer  maintains  one or more defined contribution plans
(including  any  Simplified  Employee  Pension  Plan)  and  the Employer has not
maintained any defined benefit plan which during the five (5) year period ending
on  the  Determination Date has or has had accrued benefits, the Top-Heavy Ratio
for  this  Plan  alone  or  for the Required or Permissive Aggregation Group, as
appropriate,  is  a  fraction  the  numerator of which is the sum of the Account
balances  of all Key Employees as of the Determination Dates (including any part
of  any  Account  balance  distributed in the five (5) year period ending on the
Determination  Dates),  and  the  denominator of which is the sum of all Account
balances  (including any part of any Account balance distributed in the five (5)
year period ending on the Determination Dates), both computed in accordance with
Code  Sec.  416  and  the  regulations  thereunder.  Both  the  numerator  and
denominator of the Top-Heavy Ratio are increased to reflect any contribution not
actually  made  as  of the Determination Date, but which is required to be taken
into  account  on  that date under Code Sec. 416 and the regulations thereunder.

     B.     If  the  Employer  maintains  one or more defined contribution plans
(including  any  Simplified Employee Pension Plan) and the Employer maintains or
has  maintained one or more defined benefit plans which during the five (5) year
period  ending  on the Determination Date have or have had any accrued benefits,
the  Top-Heavy  Ratio  for  any  Required  or  Permissive  Aggregation Group, as
appropriate, is a fraction the numerator of which is the sum of account balances
under  the  aggregated defined contribution plan or plans for all Key Employees,
determined  in  accordance  with  (A)  above,  and  the Present Value of accrued
benefits  under  the  aggregated  defined  benefit  plan  or  plans  for all Key
Employees  as of the Determination Date, and the denominator of which is the sum
of  the account balances under the aggregated defined contribution plan or plans
for  all  Participants, determined in accordance with (A) above, and the Present
Value  of  accrued  benefits  under  the  defined  benefit plan or plans for all
Participants  as  of  the  Determination Date, all determined in accordance with
Code  Sec.  416  and  the  regulations thereunder.  The accrued benefits under a
defined  benefit  plan  in  both  the numerator and


<PAGE>
denominator  of  the  Top-Heavy  Ratio  are increased for any distribution of an
accrued  benefit  made  in  the five (5) year period ending on the Determination
Date.

     C.     For purposes of (A) and (B) above, the value of account balances and
the  Present Value of accrued benefits shall be determined as of the most recent
Valuation  Date  that  falls  within  or  ends with the twelve (12) month period
ending  on  the  Determination Date, except as provided in Code Sec. 416 and the
regulations  thereunder for the first and second Plan Years of a defined benefit
plan.  The  account balances and accrued benefits of a Participant i) who is not
a  Key  Employee  but who was a Key Employee in a prior year, or ii) who has not
been  credited  with  at  least  one  (1)  Hour  of  Service  with  any employer
maintaining  the  plan at any time during the five (5) year period ending on the
Determination  Date,  shall  be  disregarded.  The  calculation of the Top-Heavy
Ratio, and the extent to which distributions, rollovers, and transfers are taken
into account, shall be made in accordance with Code Sec. 416 and the regulations
thereunder.  Deductible  voluntary contributions shall not be taken into account
for purposes of computing the Top-Heavy Ratio.  When aggregating plans the value
of  Account  balances and accrued benefits shall be calculated with reference to
the  Determination  Dates  that  fall  within  the  same  calendar  year.

     The  accrued  benefit  of  a Participant other than a Key Employee shall be
determined  under  i)  the  method,  if  any, that uniformly applies for accrual
purposes  under  all defined benefit plans maintained by the Employer, or ii) if
there is no such method, as if such benefit did not accrue more rapidly than the
slowest  accrual  rate  permitted  under  the  fractional  rule  of  Code  Sec.
411(b)(1)(C).

     1.45     Permissive Aggregation Group  means the Required Aggregation Group
of  plans plus any other plan or plans of the Employer which, when considered as
a  group  with  the  Required  Aggregation  Group, would continue to satisfy the
requirements  of  Code  Sec.Sec.  401(a)(4)  and  410.

     1.46     Required  Aggregation  Group  means  i) each qualified plan of the
Employer  in which at least one (1) Key Employee participates or participated at
any  time  during  the  determination period (regardless of whether the plan has
terminated),  and  ii)  any other qualified plan of the Employer which enables a
plan  described  in  (i) to meet the requirements of Code Sec. 401(a)(4) or 410.

     1.47     Determination  Date  means,  for  any  Plan Year subsequent to the
first  Plan  Year,  the last day of the preceding Plan Year.  For the first Plan
Year  of  the  Plan,  Determination  Date  means  the  last  day  of  that year.

     1.48     Valuation  Date  means  the last day of the Plan Year, as of which
Account  balances or accrued benefits are valued for purposes of calculating the
Top-Heavy  Ratio.

     1.49     Present  Value  means present value based only on the interest and
mortality  rates  specified in any defined benefit plan of the Employer.  In the
event  that there are two or more defined benefit plans of the Employer required
to be aggregated, the Present Value of benefits shall be determined with respect
to  all  plans  by  using 1971 Group Annuity Mortality, postretirement only, and
five  percent  (5%)  preretirement  and  postretirement  interest,  unless  the


<PAGE>
actuarial  equivalences for determining option benefits under all such plans are
identical,  in  which  case  such  actuarial  equivalences  shall  be  utilized.

                      CODE SEC. 401(K) AND (M) DEFINITIONS

     1.50     Discretionary  Contribution  Account  means  a separate Account to
which  discretionary  Employer  contributions  shall  be  allocated.

     1.51     Matching  Contribution  Account  means a separate Account to which
Matching Contributions shall be allocated.  Matching Contributions may be either
qualified  or  nonqualified.

     Notwithstanding  any  provision  of  the Plan to the contrary, the Employer
shall not match any contribution to the extent that the match is attributable to
contributions which are Excess Contributions, Excess Aggregate Contributions, or
Excess  Elective  Deferrals.  If, nonetheless, such a match occurs (for example,
where the match is made because the Employer is unaware of that the Employee has
made Elective Deferrals to the plan of another employer, but the match cannot be
returned  under  Sec.13.7(B)  and  (F)),  the  matching  contribution  shall  be
forfeited  and  allocated  as  a  Forfeiture  in  the  following  Plan  Year.

     Any  discretion  which  the  Administrator  possesses  as  to the manner of
conducting  the  ADP,  ACP  or  multiple-use  test  shall  be exercised so as to
minimize  the  amount  of  matching  contributions  which  are  attributable  to
contributions which are Excess Contributions, Excess Aggregate Contributions, or
Excess  Elective  Deferrals.  If a Participant makes a contributions to the Plan
which is partially matched and partially unmatched, the unmatched portion of the
contribution  will  be  treated  as  the  Excess  Contribution, Excess Aggregate
Contribution,  or  Excess  Elective  Deferral,  to  the  extent  possible.

     1.52     Elective  Deferral  Account  means  a  separate  Account  to which
Elective  Deferrals  shall  be  allocated.

     1.53     Elective  Deferrals  mean  any  Employer contributions made to the
Plan at the election of the Participant, in lieu of cash compensation, and shall
include  contributions  made  pursuant  to a salary reduction agreement or other
deferral  mechanism.  With respect to any taxable year, a Participant's Elective
Deferral  is  the  sum  of  all  Employer  contributions  made on behalf of such
Participant  pursuant  to an election to defer under any qualified cash deferred
arrangement  (CODA)  as  described  in Code Sec. 401(k), any simplified employee
pension  plan,  any  cash  or  deferred  arrangement  as  described in Code Sec.
402(h)(l)(B),  any  eligible deferred compensation plan under Code Sec. 457, any
plan  as  described  under  Code Sec. 501(c)(18), and any Employer contributions
made  on  behalf  of a Participant for the purchase of an annuity contract under
Code  Sec.  403(b)  pursuant  to  a  salary  reduction  agreement.

     Deferrals  may  be  elected  in  an  amount from one percent (1%) to twenty
percent  (20%)  of  the  Compensation  earned by the Participant during the Plan
Year.  For this purpose only, compensation means Compensation earned on or after
"a Participant's Entry Date."  The Employer may cause deferrals to be limited in
order  to avoid exceeding the limits on deductibility or annual additions, or in
order  to  avoid  failing  the  ADP  or  ACP  tests.


<PAGE>
     Deferrals  shall  be  subject to the withdrawal limitations as set forth in
Code  Sec.  401(k)  and  shall be fully vested.  Elective Deferrals are Employer
Contributions.  However,  neither  Elective Deferrals nor Matching Contributions
may  be  taken  into account for the purpose of satisfying the minimum top-heavy
contribution  requirement.

     The  Employer  shall  establish  uniform  and  non-discriminatory rules for
making  deferral elections, provided that each Employee is given the opportunity
to  make,  or change, a deferral election at least once each year.  The Employer
may  establish  rules concerning i) the dates on which deferral elections may be
made  or  changed;  ii)  the  number  of  days  of advance notice required for a
deferral  election to take effect; iii) any additional dates on which a deferral
election  may be completely revoked; iv) the period of time after any revocation
before  a  new  deferral  election  may  be  made;  v)  the minimum amount to be
deferred,  either  by  dollar  amount (not greater than twenty dollars ($20)) or
percentage  (not  greater  than one percent (1%)) from any paycheck; vi) whether
deferrals  must  be  made  in  uniform multiples of a specified dollar amount or
percentage; viii) any special rules relating to deferrals from compensation paid
irregularly;  and  ix)  any  other reasonable rule concerning the procedures for
making and carrying out deferral elections which do not discriminate in favor of
Highly  Compensated  Employees.  The  Employer  may  change  any such rules upon
reasonable  notice  to  the  Participants

     No  contributions  or  benefits  under  the  Plan  (other  than  Matching
Contributions)  may  be  conditioned  upon  an  Employee's  Elective  Deferrals.

     No  Participant  shall  be  permitted to have Elective Deferrals made under
this  Plan  or  any  other qualified plan maintained by the Employer, during any
taxable  year,  in excess of the dollar limitation contained in Code Sec. 402(g)
in  effect  at  the  beginning  of  such  taxable  year.

     1.54     Excess  Elective Deferrals  mean those Elective Deferrals that are
includible  in a Participant's gross income under Code Sec. 402(g) to the extent
such  Participant's  Elective  Deferrals  for  a  taxable year exceed the dollar
limitation  under such Code section.  Excess Elective Deferrals shall be treated
as  Annual  Additions  under  the  Plan.

     A  Participant  may  assign to this Plan any Excess Elective Deferrals made
during  a  taxable  year of the Participant by notifying the Administrator on or
before  March 1 of the amount of the Excess Elective Deferrals to be assigned to
the  Plan.  Notwithstanding  any  other  provision  of the Plan, Excess Elective
Deferrals,  plus  any  income  and  minus  any  loss allocable thereto, shall be
distributed  no  later  than April 15 to any Participant to whose account Excess
Elective  Deferrals  were  assigned for the preceding year and who claims Excess
Elective  Deferrals  for  such  taxable  year.  Excess Elective Deferrals may be
corrected during the taxable year with respect to which they arose provided that
i)  the  Participant designates the distribution as an Excess Elective Deferral,
ii)  the  correcting  distribution  is  made  after  the  date on which the Plan
received  the  Excess  Elective  Deferral,  and  iii)  the  Plan  designates the
distribution  as  a  distribution  of  an  Excess  Elective  Deferral.

     Excess  Elective  Deferrals  shall be adjusted for any income or loss up to
the  earlier  of  i)  the  date  of  distribution  and  ii)  the last day of the
Participant's  taxable  year  with respect to which the Excess Elective Deferral
arose.  Such income or loss shall be determined in accordance with the method or
methods  otherwise  used  by  the  Plan  for  allocating income to Participant's


<PAGE>
Accounts.  No  income or loss shall be allocated for the "gap period" (i.e., the
period  between  the  last day of the Participant's taxable year with respect to
which  the  Excess  Elective  Deferral  arose  and  the  date  of distribution).

     1.55     Average  Deferral  Percentage  (hereinafter  "ADP")  means,  for a
specified  group  of  Participants  for  a  Plan Year, the average of the ratios
(calculated  separately  for each Participant in such group) of i) the amount of
Employer  contributions  actually  paid  over  to  the  Trust  on behalf of such
Participant  for  the  Plan  Year to ii) the Participant's Compensation for such
Plan  Year  (excluding  Compensation  earned  while  the  Employee  was  not  a
Participant).  Employer  contributions  on  behalf  of  any  Participant  shall
include:  i)  any Elective Deferrals made pursuant to the Participant's deferral
election,  including Excess Elective Deferrals, but excluding Elective Deferrals
that  are  taken  into account in the Contribution Percentage test (provided the
ADP  test  is  satisfied  both  with  and  without  exclusion  of these Elective
Deferrals);  and  ii)  at  the  election of the Employer, Qualified Non-elective
Contributions  and  Qualified Matching Contributions.  For purposes of computing
Actual  Deferral Percentages, an Employee who would be a Participant but for the
failure  to  make  Elective Deferrals shall be treated as a Participant on whose
behalf  no  Elective  Deferrals are made.  If more than one Employer (determined
with  reference  to Code Sec. 414(b), (c), (m), (n) and (o)) participates in the
Plan,  the  ADP  test  shall  be  performed  separately  for each such Employer.

     The  ADP  of Participants who are Highly Compensated Employees for the Plan
Year  and the ADP for the preceding Plan Year of Participants who are non-Highly
Compensated  Employees for the prior Plan Year must satisfy one of the following
tests:

     A.     The ADP of Participants who are Highly Compensated Employees for the
Plan  Year  shall not exceed the ADP for the prior Plan Year of Participants who
are non-Highly Compensated Employees for the prior Plan Year multiplied by 1.25;
or

     B.     The ADP of Participants who are Highly Compensated Employees for the
Plan  Year  shall not exceed the ADP for the prior Plan Year of Participants who
are  non-Highly  Compensated Employees for the prior Plan Year multiplied by two
(2),  provided that the ADP of Participants who are Highly Compensated Employees
does not exceed the ADP of Participants who are non-Highly Compensated Employees
by  more  than  two  (2)  percentage  points.

     The ADP of non-Highly Compensated Employees in the prior Plan Year shall be
determined  using  the  definition  of Highly Compensated Employee in effect for
such  prior  Plan  Year,  without regard to the Employee's status in the current
Plan  Year.

     An  Employer  may  elect to use current-year data in determining the ADP of
non-Highly  Compensated  Employees.  No  Plan  language  or  formal  election is
required to be made in 1997 in order to use current-year data in determining the
ADP  of  non-Highly  Compensated Employees.  An election for any subsequent year
shall  be made in accordance with the directions of the Commissioner of Internal
Revenue.  An  election  for  1998  or  later to use current-year data may not be
changed  or  revoked  except  upon  conditions  established by the Commissioner.

     For  a  Plan's initial year, the ADP of non-Highly Compensated Employees is
deemed  to be three percent (3%) unless the Employer elects to use their ADP for
the  initial  year.


<PAGE>
     The  Deferral  Percentage  for  any Participant who is a Highly Compensated
Employee  for  the Plan Year and who is eligible to have Elective Deferrals (and
Qualified  Non-Elective  Contributions  or  Qualified Matching Contributions, or
both,  if  treated as Elective Deferrals for purposes of the ADP test) allocated
to his Accounts under two (2) or more arrangements described in Code Sec. 401(k)
that  are  maintained  by  the Employer, shall be determined as if such Elective
Deferrals  (and,  if  applicable,  such  Qualified Non-Elective Contributions or
Qualified Matching Contributions, or both) were made under a single arrangement.
If  a  Highly  Compensated Employee participates in two or more CODA's 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.

     In the event that this Plan satisfies the requirements of Code Sec. 401(k),
401(a)(4), or 410(b), only if aggregated with one or more other plans, or if one
or  more  other  plans  satisfy  the  requirements of such Code sections 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.  For Plan Years
beginning  after  December 31, 1989, plans may be aggregated in order to satisfy
Code  Sec.  401(k)  only  if  they  have  the  same  Plan  Year.

     For  purposes  of  the ADP test, Elective Deferrals, Qualified Non-Elective
Contributions, and Qualified Matching Contributions must be made before the last
day of the twelve (12) month period immediately following the Plan Year to which
contributions  relate.

     The  Employer shall maintain records sufficient to demonstrate satisfaction
of  the  ADP  test  and  the  amount  of Qualified Non-Elective Contributions or
Qualified Matching Contributions, or both, used in such test.  The determination
and  treatment  of the Deferral Percentage of any Participant shall satisfy such
other  requirements  as  may  be  prescribed  by  the Secretary of the Treasury.

     In  computing  the  ADP,  the  Employer  may  include  Qualified  Matching
Contributions and/or Qualified Non-Elective Contributions under this Plan or any
other  plan  of  the  Employer,  as  provided  by  regulations.

     If  the  Employer  elects  to  apply  Code Sec. 410(b)(4)(B) in determining
whether  the  Plan meets the requirements of Code Sec. 410(b), the Employer may,
in  determining  whether  the  Plan  meets  the  ADP test, treat the Plan as two
separate  Plans,  one  benefiting  the  Employees  who  have satisfied the lower
minimum  age  and service conditions set forth in the Plan, but not the greatest
minimum  age  and  service  conditions permitted under Code Sec. 410(a), and one
benefiting  Employees  who  have  satisfied the greatest minimum age and service
conditions  permitted  under Code Sec. 410(a).  In such case, the ADP test shall
be  met for the Plan as a whole if it is met for both groups of Employees tested
separately.

     For Plan Years beginning after December 31, 1998, if the Employer elects to
apply  Code  Sec.  410(b)(4)(B)  in  determining  whether  the  Plan  meets  the
requirements  of  Code Sec. 410(b), the Employer may, in determining whether the
Plan  meets  the  ADP  test,  exclude  from consideration all eligible Employees
(other  than  Highly Compensated Employees) who have not met the minimum age and
service  requirements  of  Code  Sec.  410(a)(1)(A).


<PAGE>
     1.56     Excess  Contributions  means,  with  respect to any Plan Year, the
excess  of i) the aggregate amount of Employer contributions actually taken into
account in computing the ADP of Highly Compensated Employees for such Plan Year,
over  ii)  the  maximum  amount  of such contributions permitted by the ADP test
(determined  by  reducing  contributions  made  on  behalf of Highly Compensated
Employees  in  order  of the ADP's, beginning with the Employee with the highest
amount  of  contributions).

     Notwithstanding  any  other  provision  of this Plan, Excess Contributions,
plus any income and minus any loss allocable thereto, shall be distributed after
the  close of the Plan Year in which the Excess Contribution arose, and no later
than twelve (12) months after the end of such Plan Year to Participants to whose
Accounts  such  Excess Contributions were allocated for such Plan Year.  If such
excess  amounts are distributed more than two and one-half (2 ) months after the
last  day  of  the  Plan  Year in which such excess amounts arose, a ten percent
(10%)  excise  tax  shall  be  imposed on the Employer maintaining the Plan with
respect to such amounts.  Such distributions shall be made to Highly Compensated
Employees on the basis of the amount of contributions by or on behalf of each of
such  Employees.  Excess  Contributions  (including the amounts recharacterized)
shall  be  treated  as  Annual  Additions  under  the  Plan.

     Excess  Contributions  shall  be  adjusted for any income or loss up to the
last  day  of the Plan Year in which the Excess Contribution arose.  Such income
or  loss  shall be determined in accordance with the method or methods otherwise
used  by the Plan for allocating income to Participant's Accounts.  No income or
loss  shall be allocated for the "gap period" (i.e., the period between the last
day  of  the  Plan  Year  in which the Excess Contribution arose and the date of
distribution).

     Excess  Contributions  shall be distributed from the Participant's Elective
Deferral  Account and Qualified Matching Contribution Account (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
Contributions shall be distributed from the Participant's Qualified Non-Elective
Contribution  Account  only  to the extent that such Excess Contributions exceed
the  balance  in  the  Participant's  Elective  Deferral  Account  and Qualified
Matching  Contribution  Account.

     1.57     Matching  Contribution  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.

     Notwithstanding  any  provision  of  the Plan to the contrary, the Employer
shall not match any contribution to the extent that the match is attributable to
contributions  which  are  Excess  Contributions.  If, nonetheless, such a match
occurs  (for example, where the match is made because the Employer is unaware of
that  the  Employee has made elective deferrals to the plan of another employer,
but  the  erroneous  match  cannot  be  returned under Sec.13.7(B) and (F)), the
matching  contribution  shall  be forfeited and allocated as a Forfeiture in the
following  Plan  Year.

     Where  a  matching  contribution  relates  to  an  Excess  Deferral,  the
Administrator  shall,  in  the  following  order  of  priority,  take  the steps
necessary  to  avoid  any  discriminatory  rate  of  match:


<PAGE>
          A.     Any  discretion  which  the  Administrator  possesses as to the
manner  of conducting the ADP, ACP or multiple-use test shall be exercised so as
to  minimize  the existence of any discriminatory rate of match, such as through
performing  the  test so as to create Excess Aggregate Contributions rather than
Excess  Elective  Deferrals,  or  through  first  distributing  Excess Aggregate
Contributions  before  distributing  Excess  Elective  Deferrals;  or

          B.     The matching contribution relating to the Excess Deferral shall
be  forfeited  to  the  extent necessary to eliminate the discriminatory rate of
match.

          Any  allocation  of Forfeitures which takes into account the amount of
Elective  Deferrals  or  Matching  Contributions  shall  disregard the amount of
Excess  Elective  Deferrals  returned  to  a  Participant, and the amount of any
Matching  Contributions  forfeited  on  account  thereof.

          Subject  to  the  Employee's  right  to  include  Qualified  Matching
Contributions  in  computing  the  ADP test, pursuant to Sec.1.55, Definition of
Average  Deferred  Percentage, any matching Contribution which is made on behalf
of  a  self-employed  individual  shall  not be treated as an Elective Deferral.

     1.58     Qualified  Matching  Contribution  means  a  Matching Contribution
which  is  subject to the distribution and non-forfeitability requirements under
Code  Sec.  401(k)  when  made.  Matching  Contributions made to the Plan may be
Qualified  Matching  Contributions.

     1.59     Average  Contribution Percentage  (hereinafter "ACP") means, for a
specified group of Participants for a Plan Year, the average of the Contribution
Percentages  of  the  Eligible  Participants.  Contribution Percentage means the
ratio  (expressed  as a percentage) of the Participant's Contribution Percentage
Amounts  to  the  Participant's  Compensation  for  the  Plan  Year  (excluding
Compensation  earned  while  the  Employee was not a Participant).  Contribution
Percentage  Amounts  means  the  sum  of  the  Employee  Contributions, 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 or Matching Contributions
allocated  to the Participant's Account which shall be taken into account in the
year  in  which  such  forfeiture  is allocated.  Eligible Participant means 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 a
defined  contribution  plan  of  the  Employer,  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.  Employee  Contribution  means any contribution made to a plan of the
Employer  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.  If more than one Employer
(determined  with  reference  to  Code  Sec.  414(b),  (c),  (m),  (n)  and (o))
participates  in  the  Plan, the ACP test shall be performed separately for each
such  Employer.


<PAGE>
     The  ACP  of Participants who are Highly Compensated Employees for the Plan
Year  and the ACP for the preceding Plan Year of Participants who are non-Highly
Compensated  Employees for the prior Plan Year must satisfy one of the following
tests:

     A.     The ACP of Participants who are Highly Compensated Employees for the
Plan  Year  shall not exceed the ACP for the prior Plan Year of Participants who
are non-Highly Compensated Employees for the prior Plan Year multiplied by 1.25;
or

     B.     The ACP of Participants who are Highly Compensated Employees for the
Plan  Year  shall not exceed the ACP for the prior Plan Year of Participants who
are  non-Highly  Compensated Employees for the prior Plan Year multiplied by two
(2),  provided that the ACP of Participants who are Highly Compensated Employees
does not exceed the ACP of Participants who are non-Highly Compensated Employees
by  more  than  two  (2)  percentage  points.

     The  ACP  for non-Highly Compensated Employees in the prior Plan Year shall
be  determined using the definition of Highly Compensated Employee in effect for
such  prior  Plan  Year,  without regard to the Employee's status in the current
Plan  Year.

     An  Employer  may elect to use current-year data in determining the ACP for
non-Highly  Compensated  Employees.  No  Plan  language  or  formal  election is
required to be made in 1997 in order to use current-year data in determining the
ACP  of  non-Highly  Compensated Employees.  An election for any subsequent year
shall  be made in accordance with the directions of the Commissioner of Internal
Revenue.  An  election  for  1998  or  later to use current-year data may not be
changed  or  revoked  except  upon  conditions  established by the Commissioner.

     For  a  Plan's initial year, the ACP of non-Highly Compensated Employees is
deemed  to be three percent (3%) unless the Employer elects to use their ACP for
the  initial  year.

     If  one or more Highly Compensated Employees participate in both a CODA 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  Aggregate  Limit,  then the ACP of those Highly Compensated
Employees  who  also  participate in a CODA will be reduced (beginning with such
Highly Compensated Employee whose Contribution Percentage Amount is the highest)
so  that  the  limit  is  not exceeded.  Aggregate Limit means the sum of i) one
hundred  twenty-five  percent (125%) 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 Sec. 401(m) for the Plan Year beginning
with  or  within  the  Plan  Year  of the CODA and ii) the lesser of two hundred
percent  (200%)  or  two  (2) plus the lesser of such ADP or ACP.  The amount by
which  each  Highly  Compensated  Employee's  Contribution  Percentage Amount is
reduced  shall  be 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.  Multiple use does not occur if both the
ADP and ACP of the Highly Compensated Employees do not exceed 1.25 multiplied by
the  ADP  and  ACP  of  the  non-Highly  Compensated  Employees.

     The Contribution Percentage for any Participant who is a Highly Compensated
Employee  and  who is eligible to have Contribution Percentage Amounts allocated


<PAGE>
to  his  Account  under  two  (2) or more plans described in Code Sec. 401(a) or
arrangements  described  in Code Sec. 401(k) that are maintained by the Employer
shall be determined as if the total of such Contribution Percentage Amounts were
made  under  each  Plan. If a Highly Compensated Employee participates in two or
more  CODA's  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.

     In  the  event  that  this Plan satisfies the requirements of Code Sec.Sec.
401(m),  401(a)(4) or 410(b) only if aggregated with one or more other plans, or
if  one  or more other plans satisfy the requirements of such Code sections only
if  aggregated with this Plan, then this section shall be applied by determining
the  ACP  of  Employees as if all such plans were a single plan.  For Plan Years
beginning  after  December 31, 1989, plans may be aggregated in order to satisfy
Code  Sec.  401(m)  only  if  they  have  the  same  Plan  Year.

     For purposes of the ACP test, Employee Contributions are considered to have
been  made  in  the  Plan  Year  in  which  contributed  to the Trust.  Matching
Contributions  and Qualified Non-Elective Contributions shall be considered made
for  a  Plan  Year if made no later than the end of the twelve (12) month period
beginning  on  the  day  after  the  close  of  the  Plan  Year.

     The  Employer shall maintain records sufficient to demonstrate satisfaction
of  the  ACP  test  and  the  amount  of Qualified Non-Elective Contributions or
Qualified Matching Contributions, or both, used in such test.  The determination
and  treatment  of  the Contribution Percentage of any Participant shall satisfy
such  other  requirements as may be prescribed by the Secretary of the Treasury.

     In  computing  the ACP, the Employer may include as Contribution Percentage
Amounts  Elective  Deferrals  and/or  Qualified Non-Elective Contributions under
this  Plan  or  any other plan of the Employer, as provided by regulations.  The
Employer  may  elect  to  use  Elective Deferrals in the Contribution Percentage
Amounts as 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.

     If  the  Employer  elects  to  apply  Code Sec. 410(b)(4)(B) in determining
whether  the  Plan meets the requirements of Code Sec. 410(b), the Employer may,
in  determining  whether  the  Plan  meets  the  ACP test, treat the Plan as two
separate  Plans,  one  benefiting  the  Employees  who  have satisfied the lower
minimum  age  and service conditions set forth in the Plan, but not the greatest
minimum  age  and  service  conditions permitted under Code Sec. 410(a), and one
benefiting  Employees  who  have  satisfied the greatest minimum age and service
conditions  permitted  under Code Sec. 410(a).  In such case, the ACP test shall
be  met for the Plan as a whole if it is met for both groups of Employees tested
separately.

     For Plan Years beginning after December 31, 1998, if the Employer elects to
apply  Code  Sec.  410(b)(4)(B)  in  determining  whether  the  Plan  meets  the
requirements  of  Code Sec. 410(b), the Employer may, in determining whether the
Plan  meets  the  ACP  test,  exclude  from consideration all eligible Employees
(other  than  Highly Compensated Employees) who have not met the minimum age and
service  requirements  of  Code  Sec.  410(a)(1)(A).


<PAGE>
     1.60     Excess  Aggregate  Contributions  means  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  Percentage  Amounts  beginning with the highest of such
amounts).  Such  determination  shall  be  made  after  first determining Excess
Elective  Deferrals  and  then  determining  Excess  Contributions.

     Notwithstanding  any  other  provision  of  this  Plan,  Excess  Aggregate
Contributions,  plus  any  income and minus any loss allocable thereto, shall be
forfeited, if forfeitable, or if not forfeitable, distributed after the close of
the  Plan  Year  in  which the Excess Aggregate Contribution arose, and no later
than twelve (12) months after the end of such Plan Year to Participants to whose
Accounts  such Excess Aggregate Contributions were allocated for such Plan Year.
Such distributions shall be made to Highly Compensated Employees on the basis of
the  amount of contributions by or on behalf of each of such Employees.  If such
Excess  Aggregate  Contributions are distributed more than two and one-half (2 )
months after the last day of the Plan Year in which such excess amounts arose, a
ten  percent  (10%)  excise tax shall be imposed on the Employer maintaining the
Plan  with  respect  to  those amounts.  Excess Aggregate Contributions shall be
treated  as  Annual  Additions  under  the  Plan.

     Excess  Aggregate Contributions shall be adjusted for any income or loss up
to  the  last  day  of  the Plan Year in which the Excess Aggregate Contribution
arose.  Such income or loss shall be determined in accordance with the method or
methods  otherwise  used  by  the  Plan  for  allocating income to Participant's
Accounts.  No  income or loss shall be allocated for the "gap period" (i.e., the
period  between  the  last  day  of  the Plan Year in which the Excess Aggregate
Contribution  arose  and  the  date  of  distribution).

     1.61     Qualified  Non-Elective  Contributions  mean  contributions (other
than  Matching  Contributions  or  Qualified Matching Contributions) made by the
Employer  and  allocated to Participants' accounts that the Participants may not
elect  to  receive  in  cash  until  distributed  from  the  Plan;  that  are
non-forfeitable  when  made;  and that are distributable only in accordance with
the  distribution  provisions  that  are  applicable  to  Elective Deferrals and
Qualified  Matching  Contributions.

     In  lieu  of  distributing  Excess  Contributions  or  Excess  Aggregate
Contributions,  the  Employer  may  make Qualified Non-Elective Contributions on
behalf of non-Highly Compensated Employees that are sufficient to satisfy either
the Actual Deferral Percentage test or the Average Contribution Percentage test,
or  both,  pursuant  to  regulations  under  the  Code.

     1.62     DISTRIBUTION  REQUIREMENTS

     Notwithstanding  any  provision  of  the  Plan  to  the  contrary, Elective
Deferrals,  Qualified  Non-elective  Contributions,  and  Qualified  Matching
Contributions,  and  income  allocable  to  each,  may  not  be distributed to a
Participant  or  Beneficiary  earlier  than upon Separation from Service, death,
disability,  termination of the Plan without the establishment or existence of a
successor  defined  contribution  plan,  the  disposition by a corporation to an


<PAGE>
unrelated  corporation of substantially all of the assets (within the meaning of
Code  Sec.  409(d)(2))  used  in a trade or business of such corporation if such
corporation continues to maintain this Plan after the disposition, but only with
respect to Employees who continue employment with the corporation acquiring such
assets,  the  disposition  by  a  corporation  to  an  unrelated  entity of such
corporation's  interest  in  a  subsidiary  (within  the  meaning  of  Code Sec.
409(d)(3))  if  such  corporation continues to maintain this Plan, but only with
respect  to  Employees  who  continue  employment  with  such  subsidiary,  the
attainment  of  age fifty-nine and one-half (59 ) in the case of a Discretionary
Contribution  Plan,  and  the  hardship  of the Participant to the extent and as
described  in the following section on Hardship Distributions. All distributions
that  may  be made pursuant to one or more of the foregoing distributable events
are  subject to the spousal and Participant consent requirements (if applicable)
contained  in  Code  Sec.Sec. 401(a)(11) and 417. The term "successor plan" does
not  include  i) an employee stock ownership plan, ii) an SEP, or iii) a plan in
which  fewer  than two percent (2%) of the Participants in this Plan participate
at  any  time  within  the period beginning twelve (12) months before and ending
twelve  (12)  months  after  the  termination  of  this  Plan.

     1.63     HARDSHIP  DISTRIBUTIONS

     This  section shall apply only if this Plan is a Discretionary Contribution
Plan.  Distribution  of  Elective  Deferrals, earnings thereon accrued as of the
later  of December 31, 1988 and the last day of the last Plan Year ending before
July  1,  1989,  and  qualified  non-elective  contributions  (including income)
accrued as of the last day of the last Plan Year ending before July 1, 1989, may
be  made  to  a  Participant  in  the  event  of  hardship.

     For  the  purposes of this section, hardship is defined as an immediate and
heavy  financial  need of the Employee where such Employee lacks other available
resources.  Hardship  distributions  are  subject  to  the  spousal  consent
requirements  contained  in  Code  Sec.Sec.  401(a)(11)  and  417.

     The  following  are  the  only  financial  needs  which shall be considered
immediate  and  heavy:  deductible  medical expenses (within the meaning of Code
Sec.  213(d))  of  the  Employee,  the Employee's spouse, children or dependents
(either  previously  incurred  or  necessary  to obtain medical expenses); costs
directly  related  to  the  purchase  of  a principal residence for the Employee
(excluding  mortgage  payments); payment of tuition and related educational fees
for  the  next  twelve (12) months of post-secondary education for the Employee,
the  Employee's  spouse,  children  or  dependents;  or  the need to prevent the
eviction  of  the  Employee  from,  or  a  foreclosure  on  the mortgage of, the
Employee's  principal  residence.

     A distribution will only be considered as necessary to satisfy an immediate
and heavy financial need of the Employee if the distribution is not in excess of
the  amount  of  the  immediate  and heavy financial need (including any amounts
necessary  to  pay  any  federal,  state  or  local  income  taxes  or penalties
reasonably  anticipated  to  result  from  the  distribution),  the Employee has
obtained  all  distributions,  other  than  hardship  distributions,  and  all
nontaxable loans currently available under all plans maintained by the Employer;
all  plans  maintained  by  the  Employer  provide  that the Employee's Elective
Deferrals (and Employee Contributions) shall be suspended for twelve (12) months
after  the  receipt  of  the  hardship  distribution;  and  all  qualified  and
nonqualified  plans  of deferred contribution (as further defined by regulations


<PAGE>
under  the  Code)  maintained  by the Employer provide that the Employee may not
make  Elective  Deferrals  for the Employee's taxable year immediately following
the  taxable year of the hardship distribution in excess of the applicable limit
under Code Sec. 402(g) for such taxable year, less the amount of such Employee's
Elective  Deferrals  for  the  taxable  year  of  the  hardship  distribution.
Notwithstanding  the  above,  an  Employee  need not utilize any resource if the
effect  would  be  to  increase  the  hardship  or  need.

     If  the amount necessary to satisfy a heavy and immediate financial need of
the  Employee  was  determined  in  accordance  with  the  safe-harbor rule, the
following  shall  apply.  An  Employee's  Elective  Deferrals  (and  Employee
Contributions)  shall  be  suspended for twelve (12) months after the receipt of
the hardship distribution.  The Employee may not make Elective Deferrals for the
Employee's  taxable  year immediately following the taxable year of the hardship
distribution  in  excess of the applicable limit under Code Sec. 402(g) for such
taxable  year,  less  the  amount  of such Employee's Elective Deferrals for the
taxable  year  of  the  hardship  distribution.

                ARTICLE 2 - ELIGIBILITY AND ACTIVE PARTICIPATION

     2.1     INITIAL  ENTRY;  ELECTION  NOT  TO  PARTICIPATE

     An Employee shall automatically become an Active Participant of the Plan on
the  first Entry Date on which he meets the eligibility requirements of Sec.2.2.

     2.2     ELIGIBILITY  REQUIREMENTS  FOR  ACTIVE  PARTICIPATION

     A.     An  Employee  shall  not be eligible to enter the Plan unless he has
satisfied  the  requirements  of  Sec.1.6.

     B.     An  Employee  shall  not enter the Plan unless he is employed on his
Entry  Date.

     C.     An  Employee  shall  not Actively Participate in the Plan during any
Plan Year in which he is included in a unit of Employees covered by a collective
bargaining agreement between the Employer and Employee Representatives, if there
is  evidence  that retirement benefits were the subject of good-faith bargaining
(unless  the  collective  bargaining  agreement provides to the contrary) and if
less  than  two  percent  (2%)  of the Employees of the Employer who are covered
pursuant  to  that  agreement are professionals as defined in Sec. 1.410(b)-9 of
the  regulations.  The  term  EMPLOYEE  REPRESENTATIVES  does  not  include  any
organization  more  than  half  of  whose  members are Employees who are owners,
officers  or  executives  of  the  Employer.  This Sec.2.2(C) shall not apply to
employees  who  are  members of the United Automobile Workers, Local 509 (or any
successor  collective  bargaining  unit).

     D.     An  Employee  who  is a nonresident alien and who receives no earned
income from the Employer which constitutes earned income from sources within the
United  States  shall  not  Actively  Participate  in  the  Plan.

     E.     No  Employee  shall enter the Plan after the Plan has been frozen or
terminated.

     F.     Leased  Employees  shall  not  Actively  Participate  in  the  Plan.


<PAGE>
     2.3     REENTRY

     A.     If  a Participant Separates from Service, incurs a Break in Service,
and  is  reemployed,  he  shall  become  a  Participant  on  his  reemployment
commencement  date,  unless  he  is  excluded  pursuant  to  Sec.2.2.

     B.     If  a Participant incurs a Break in Service without having Separated
from Service, he shall again be eligible to participate in this Plan retroactive
as  of  the  first  day  of  the  Plan  Year during which he completes a Year of
Eligibility  Service,  unless  he  is  excluded  pursuant  to  Sec.2.2.

     C.     An  otherwise  eligible  employee who is in non-covered service will
again  become  a Participant on the date on which he is no longer in non-covered
service.

     2.4     DISREGARD  OF  SERVICE

     A.     A  Participant  who  does not have a vested interest in his Employer
Contribution  Account  and  incurs  a  Break  in Service shall not have Years of
Eligibility  Service  or  employment  prior  to such Break in Service taken into
consideration  for  the  purpose  of  applying  Sec.Sec.1.6, 2.2 and 2.3, if the
number  of  consecutive One Year Breaks in Service equals or exceeds the greater
of  five  (5)  or  the aggregate number of Years of Eligibility Service prior to
such  Break  in  Service.  Such aggregate number of Years of Eligibility Service
before  such  Break  in  Service  shall  be  deemed  not  to include any Year of
Eligibility Service not required to be taken into account by reason of any prior
Break  in  Service.

     B.     If the Plan provides for one hundred percent (100%) vesting after no
later  than  two (2) Years of Vesting Service, and if an Employee has a One Year
Break  in Service before satisfying the Plan's eligibility requirements, service
before  such  Break  in  Service  shall  not  be  taken  into  account.

     2.5     APPLICATIONS  REGARDING  PARTICIPATION

     Each  Employee  shall  complete  such  forms  as  are  required  by  the
Administrator.

     2.6     EMPLOYEES  BENEFITED  BY  PLAN  OR  AMENDMENT

     Notwithstanding the Effective Date of the Plan or of any amendment thereto,
no  Employee  shall  benefit from the Plan, or any amendment thereto, unless: i)
the  minutes  adopting  the  Plan  or  amendment  specifically  provide  for the
Employee,  or  a  class  of  Employees  to  which  the  Employee  belongs, to be
benefited;  or  ii) the Employee is employed on or after the Date of Adoption of
the  Plan or amendment hereto.  However, where the Administrator determines that
an  amendment  must  be  applicable to former Employees in order for the Plan to
maintain  its  qualified status, such amendment shall apply to such Employees to
the  extent  required  for  the  Plan  to  maintain  its  qualified  status.

                            ARTICLE 3 - PLAN BENEFITS

     3.1     RETIREMENT  BENEFIT


<PAGE>
     Upon  attainment  of his Normal Retirement Age, an Active Participant shall
be  entitled, as a retirement benefit, to the value of his Employer Contribution
Account.

     3.2     SEVERANCE  BENEFIT

     A  Participant  shall be entitled to the value of his Employer Contribution
Account  multiplied  by  the  percentage of his vested interest determined under
Article  5,  if his Separation from Service occurs for any reason other than one
which  entitles  him  to  a  Retirement,  Disability  or  death  benefit.

     3.3     DISABILITY  BENEFIT

     A.     In  the event of a Disability of a Participant, the benefit provided
by  this  section  shall  be paid in lieu of any other Employer-provided benefit
under  the  Plan.  A  Participant  shall  be  entitled  to  the value of all his
Accounts  while  an  Active  Participant  of  the Plan on account of suffering a
Disability  while  an Active Participant of the Plan and prior to his Separation
from  Service,  multiplied by the percentage set forth in subsection (B).  It is
intended that this Plan shall provide health and accident benefits to the extent
of  the  benefit  provided  by  this  section.

     B.     Disability  benefits shall be vested as follows: Class A Disability,
one  hundred  percent (100%); Class B Disability, ninety-five percent (95%); and
Class  C  Disability,  ninety  percent  (90%).

     C.     In the event that the vested percentage of the Participant's Account
Balance  determined  without  regard  to subsection (B) above exceeds the vested
percentage  of  his Employer Contribution Account calculated under this section,
the  excess,  if any, shall be paid as a severance or retirement benefit, as the
case  may  be.

     3.4     DEATH  BENEFIT

     A  Participant's  Designated  Beneficiary shall be entitled to the value of
his Employer Contribution Account on account of the death of a Participant while
an  Active  Participant  in the Plan and prior to a Separation from Service.  In
addition,  the  benefits  attributable  to  any  life insurance policy purchased
pursuant  to  Article  8 shall be payable as provided in Article 8.  The benefit
provided  under  this  section  shall  be in lieu of any other Employer-provided
benefit  payable  under  this  Plan.

     3.5     TIMING  AND  FORM  OF  BENEFIT  PAYMENT

     Nothing  contained  in  this Article 3 shall be construed as indicating the
time  at  which  a  benefit  will be paid or the form in which a benefit will be
paid.

ARTICLE 4 - PARTICIPANTS' ACCOUNTS; CONTRIBUTIONS; GAINS AND LOSSES; FORFEITURES

     4.1     SEPARATE  INDIVIDUAL  ACCOUNTS


<PAGE>
     The  Administrator  shall maintain a separate Employer Contribution Account
for each Participant with respect to Employer-provided benefits.  There shall be
recorded  in this Employer Contribution Account the amounts allocated thereto as
provided  in this Plan and distributions therefrom and such other information as
affects  the  value  of such Employer Contribution Account.  In the event that a
Participant  would  be entitled to different vested interests of different sums,
separate  Employer Contribution Accounts shall be kept with respect to each such
sum.

     4.2     EMPLOYER  CONTRIBUTIONS

     A.     The  Employer  shall  contribute  to the Plan the amount of Elective
Deferrals  for  the  year.  In  addition:

          1.     Matching  Contributions

          Commencing  July 1, 2001, the Employer may make discretionary matching
contributions  to  the  Plan  of  the  Employer's  common stock as follows:  The
Employer  shall  determine whether to match Elective Deferrals made between July
1,  2001  and December 31, 2001 and if so, the percentage match, and the maximum
amount of Compensation of each Participant which will be eligible to be matched.
Such  determination  shall  be communicated to Participants on or before July 1,
2001.  Thereafter,  in  the fourth (4th) quarter of each Plan Year, the Employer
shall  determine  whether  to match Elective Deferrals made during the following
Plan  Year,  and  if  so,  the  percentage  match,  and  the  maximum  amount of
Compensation  of  each  Participant  which will be eligible to be matched.  Such
determination  shall  be communicated to Participants on or before July 1, 2001.

          The  Employer  may  terminate  or  reduce  its  obligation to make the
discretionary  matching  contributions  at  any  time  by  notification  to  the
Participants.  Such  termination  or  reduction shall apply only with respect to
elective  deferrals  made  on  or  after  the  date  of  the  notification.

          The  discretionary  matching  contributions will be made no later than
the  calendar  quarter  following  the  calendar  quarter  in  which the related
Elective  Deferral  was  withheld  from  the  Participants' pay.  The accounting
period  for  determining  whether  Elective  Deferrals  exceed the percentage of
Compensation  eligible  to  be  matched, and for otherwise determining whether a
match  is  required,  shall  be  the  calendar  quarter.

          The  discretionary  matching contributions will be made only in common
stock  of  the  Employer.  Solely  for  the purpose of determining the number of
shares  which  the  Employer  is  to  contribute  to  the  Plan  as  a  matching
contribution, the value of the common stock which matches Elective Deferrals for
a particular calendar quarter shall treated as the lower of the closing price of
the  stock  on  the last trading day before that calendar quarter begins, or the
last  trading  day  of  that  calendar  quarter.  For  this purpose, an Elective
Deferral  shall be considered as being made for a particular calendar quarter if
it is deferred from the Participant's compensation during that calendar quarter,
regardless  of  when  the  Elective  Deferral  is  contributed  to  the  Plan.

          2.     Employer  Discretionary  Contribution


<PAGE>
          The  Employer  may make a discretionary profit sharing contribution to
the  Plan  in such amount as the Employer shall determine, without regard to the
existence of profits.  The Employer does not intend to make contributions to the
Plan  which  will  exceed the deductible limit under Code Sec. 404(a)(3) or (7).
Any contributions in excess of the deductible limit under Code Sec. 404(a)(3) or
(7)  may  result  in  the  imposition  of  an  excise  tax on the Employer.  Any
contribution  made  after  the end of a Plan Year, but no later than thirty (30)
days  after the due date of the Employer's tax return, shall be considered to be
a  contribution  for  the  preceding  Plan Year at the election of the Employer.

          3.     ADP  Correction  Contribution

          The  Employer  may  make a discretionary contribution designated as an
ADP  corrective  contribution.

     B.     The  Employer  shall contribute the amount determined above for each
Plan  Year,  provided  (except  in  the  case  of  Elective  Deferrals  and,  if
applicable,  Matching  Contributions)  that  the Plan has not been terminated or
frozen  prior  to  the  last  day  of  the  Plan Year.  No contribution shall be
required  by  the  Employer  to  the  extent the contribution is not deductible.

     4.3     ALLOCATION  OF  EMPLOYER  CONTRIBUTIONS

     A.     Elective  Deferrals and Matching Contributions shall be allocated to
the Participant with respect to whom they are made, without regard to the number
of  Hours of Service completed by the Participant or of employment at the end of
the  Plan  Year.

     ADP  corrective  contributions shall be allocated to non-Highly Compensated
Employees  in  the  manner designated by the Employer in writing at the time the
contribution  is made.  Such written designation shall be considered part of the
Plan  document.

     Except  as  provided  in  subsection  (B),  the  Employer  Discretionary
Contribution  shall  be  allocated  to the Employer Contribution Account of each
Participant  described  in  subsection  (C)  in proportion to the ratio that the
Compensation  during  the  Plan  Year  of  that  Participant  bears to the total
Compensation of all such Participants.  If the Employer contributes an amount in
excess  of  that  provided  for  by  Sec.4.2,  such  excess shall nonetheless be
allocated  as  set  forth  above,  subject  to  Sec.Sec.4.4  and  13.7.

     B.     For  any  Plan  Year  for  which  the  Plan is a Top-Heavy Plan, the
minimum allocation (including both Employer contributions and Forfeitures) shall
not  be  less  than three percent (3%) of Compensation for each Non-Key Employee
described  below.  For  the  purpose  of this subsection, Compensation means the
Compensation  described  in Sec.4.4(G).  The percentage minimum allocation shall
not  exceed  the percentage at which allocations are made under the Plan for the
Plan  Year  for  the  Key  Employees  (as  defined  in  Sec.1.42)  for whom such
percentage  is highest for the Plan Year.  The above sentence shall not apply to
any  plan required to be included in an aggregation group if such plan enables a
defined  benefit  plan  required  to  be  included  in  such  group  to meet the
qualification  requirements  relating  to  participation or coverage.  The above
sentence  also shall not apply to the Plan if the Employer maintains other plans
and  this  Plan  is  designated  as  the  Plan  which will provide the Top-Heavy
minimum.  The  determination  of the percentage allocation for each Key Employee
shall  be  made  by  dividing  the  allocations  of


<PAGE>
Employer  contributions  and  Forfeitures  for  such  Employee by as much of his
Compensation  (as  defined  in  Sec.4.4(G))  as does not exceed the Compensation
limitation  set  forth  in  Sec.1.20.  The calculation of the minimum allocation
shall  be  made  without regard to any contributions to or benefits payable from
Social Security or under any other Federal or state law. The minimum provided by
this  provision shall apply to any Non-Key Employee Participant (i.e., an Active
Participant  who  has not incurred a Break in Service for the Plan Year) who has
not  Separated  from Service at the end of the Plan Year. The provisions of this
subsection  shall  not  apply  to  any  Employee included in a unit of Employees
covered  by  a collective bargaining agreement between the Employer and Employee
representatives (as defined in Sec.2.2(E)), if there is evidence that retirement
benefits  were  the  subject  of  good-faith  bargaining.

     C.     All  Participants  shall  be  entitled  to  share  in  the  Employer
Discretionary  Contribution  except  Participants  who  have both Separated from
Service  prior  to the last day of the Plan Year and are credited with less than
five hundred one (501) Hours of Service for the Plan Year.  A requirement that a
Participant  must complete a specified number of Hours of Service or be employed
on  the  last  day of the Plan Year in order to be eligible to share in Employer
contributions  shall  not  apply  to a Participant who Separates from Service by
reason  of  death,  Disability  or  Retirement.

     Except  for  Elective  Deferrals  and  Matching Contributions and except as
provided  in subsection (B), no contribution shall be allocated to a Participant
who  is  in  non-covered  service (as determined under Sec.2.2 without regard to
Sec.2.2(A))  at  any  time  during  the  Plan Year, unless the Participant is in
covered  service  on  the  last  day  of  the  Plan  Year.

     D.     The  Employer  does not maintain any other plans in which any of the
Participants  in  this Plan participate.  A minimum benefit shall be provided as
specified  in  subsection  (B).

     4.4     LIMITATIONS  ON  ANNUAL  ADDITIONS

     A.     Definition  of  Annual  Additions.

     The  term ANNUAL ADDITIONS shall mean the sum of the amounts allocated to a
Participant's  Account  for any Plan Year for all qualified defined contribution
plans  (or,  after  December 31, 1985, a welfare benefit fund as defined in Code
Sec.  419(e))  of  the  Employer,  of:

          1.     Employer  contributions;

          2.     Forfeitures;  and

          3.     The  amount  of  Employee  contributions  to  any  plan  of the
Employer.

     Amounts allocated after March 31, 1984 to an individual medical account, as
defined  in  Code  Sec.  415(l)(2),  which  is part of a pension or annuity plan
maintained  by  the  Employer,  are  treated  as  Annual  Additions to a defined
contribution  plan for the purpose of calculating compliance with Sec.4.4(B)(1).
Also, amounts derived from contributions paid or accrued after December 31, 1985
in  taxable  years  ending  after  such  date,  which  are  attributable  to
postretirement  medical  benefits  allocated  to  the  separate account of a Key
Employee  as  defined  in  Code Sec. 419A(d)(3), under a welfare benefit fund as
defined  in  Code Sec. 419(e), maintained by


<PAGE>
the Employer, are treated as Annual Additions to a defined contribution plan for
the  purpose  of  calculating  compliance  with  Sec.4.4(B)(1).

     Employer  and  Employee  contributions and Forfeitures allocated for a Plan
Year shall be allocated as of the last day of such Plan Year (hereinafter called
ALLOCATION  DATE).  An  Employee contribution made within thirty (30) days after
the  end of the Plan Year shall relate to the prior Plan Year if the Employee so
designates,  otherwise  such contribution shall relate to the Plan Year in which
it  is actually made.  Rollovers and transfers from another qualified plan shall
not  be  treated  as  Annual  Additions.

     B.     Basic  Limitation.

     Notwithstanding  any  provision  of the Plan to the contrary and subject to
the  adjustments  hereinafter set forth, a Participant's Annual Additions to all
qualified  Plans of the Employer (including the Annual Additions attributable to
all  welfare  benefit  funds,  as defined in Code Sec. 419(e), maintained by the
Employer)  shall  in  no  event  exceed  the  lesser  of:

          1.     Thirty  thousand dollars ($30,000), adjusted in accordance with
Code  Sec.  415(d);  or

          2.     Twenty-five  percent  (25%)  of  the Participant's Compensation
paid  during  the  Plan  Year.

     The  new  dollar limitation established by the Secretary of Treasury or his
delegate  pursuant  to  Code  Sec. 415(d) shall become effective on January 1 of
each  calendar  year  beginning  after  December  31,  1987,  and shall apply to
Limitation  Years  ending  with  or  within  that  calendar  year.

     C.     Excess  Annual  Additions.

     If  as  a  result  of  the allocation of Forfeitures, a reasonable error in
estimating  a  Participant's  annual  Compensation,  a  reasonable  error  in
determining  the  amount  of Elective Deferrals that may be made with respect to
any  individual  under the limits of Code Sec. 415, or under other limited facts
and  circumstances  which the Commissioner of the Internal Revenue Service finds
justify  the  availability of the rules set forth in this subsection, the Annual
Additions  under  the terms of the Plan for a particular Participant would cause
the  limitation  of  Code  Sec.  415  applicable  to  that  Participant  for the
Limitation  Year  to  be exceeded, the excess amounts shall not be deemed Annual
Additions  in  that  Limitation  Year.  The  excess amounts in the Participant's
Account  shall be held unallocated in a Suspense Account for the Limitation Year
and  allocated  and  reallocated  in  the  next  Limitation  Year  to all of the
Participants  in  the  Plan.  However,  if the allocation or reallocation of the
excess  amounts pursuant to the provisions of the Plan causes the limitations of
Code  Sec.  415  to  be  exceeded  with respect to each Plan Participant for the
Limitation  Year,  then  these  amounts  must  be held unallocated in a Suspense
Account.  The  excess  amounts must be used to reduce Employer contributions for
the next Limitation Year (and succeeding Limitation Years, as necessary) for all
of  the  Participants  in  the  Plan.  Excess  amounts may not be distributed to
Participants  or  former Participants.  If a Suspense Account is in existence at
any  time  during  a  particular  Limitation  Year,  all amounts in the Suspense
Account  shall be allocated and reallocated to Participants' Accounts before any
Employer  contributions  or  Employee  contributions may be made to the Plan for
that  Limitation  Year.


<PAGE>
     Notwithstanding  the prior paragraph, Elective Deferrals may be returned to
the extent that the distribution would reduce the excess amount (under Code Sec.
415)  in  the  Participant's  account.  The  gains  attributable to the Elective
Deferrals  shall also be distributed.  These distributed or returned amounts are
disregarded  for purposes of the ADP test calculating Excess Elective Deferrals.

     D.     Plans  Subject  to  Restriction.

     For  the  purpose  of  this  section, all defined contribution plans of the
Employer  are  to  be  treated  as  one  defined  contribution  plan.

     E.     Controlled  Group  Inclusion.

     For  the  purpose  of  applying  the limitations of this section, all plans
maintained  by  any  member of a commonly controlled group or affiliated service
group  under  Code Sec. 414(b), (c) or (m), as modified by Code Sec. 415(h), and
any  other  entity  required  to  be  aggregated  with  the Employer pursuant to
regulations  under Code Sec. 414(o), shall be considered as maintained by all of
the  members.  A leased Employee shall be treated as an Employee of the Employer
to  the  extent  required  by  Code  Sec.  414(n).

     F.     Limitation  Year.

     The  measuring  period  or LIMITATION YEAR for applying the limitations set
forth in this section shall be the same as the Plan Year, unless provided to the
contrary in a written resolution of the Employer.  The Compensation paid or made
available to a Participant within a Plan Year shall be the Compensation used for
purposes  of  applying  the limitations of Code Sec. 415.  In the event that the
Limitation  Year is changed, thereby creating a short Limitation Year, the short
Limitation  Year  must be separately tested by multiplying the dollar limitation
for  the  calendar  year  in  which  the Limitation Year ends by a fraction, the
numerator  of which is the number of months (including any fractional parts of a
month)  and  the  denominator  of  which  is  twelve  (12).

     G.     Compensation.

     For  the  purpose  of  this  section, the term COMPENSATION means wages, as
defined  in  Code  Sec.  3401(a),  and  all other payments of compensation to an
Employee by the Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written statement under
Code  Sec.Sec.  6041(d), 6051(a)(3), and 6502.  Compensation shall be determined
without  regard to any rules under Code Sec. 3401(a) that limit the remuneration
included  in  wages  based  on  the  nature or location of the employment or the
services  performed.

     For  Plan  Years  beginning  after  December  31,  1997,  Compensation also
includes  i)  the  amount  of  an  Employee's elective deferrals under Code Sec.
402(g)(3),  and  ii) amounts contributed or deferred under Code Sec. 125 or Code
Sec.  457 by the Employer at the Employee's election which are not includible in
the  Employee's  gross income.  Compensation includes amounts which the Employee
elects  to  defer  under  Code Sec.Sec. 402(e)(3), 402(h)(1)(B), 403(b) and 125.

     4.5     ALLOCATION  OF  INVESTMENT  GAINS  AND  LOSSES


<PAGE>
     A.     Participant  accounts  shall  be  individually  directed.  Except as
otherwise  provided,  each  Participant shall have the sole investment authority
with  respect  to  his  Account.  The  Participant's  investment directions with
regard  to his Account balance shall be carried out by the Trustee.  The Trustee
may require the investment directions to be in writing.  The Trustee's execution
of  such  direction shall be accomplished within a reasonable time period except
that  in  no  event  shall a delay of forty-five (45) days or less be considered
unreasonable.

     If  directions  received from a Participant are of a continuing nature, the
Trustee  shall act from time to time in accordance therewith.  The Trustee shall
assume  that instructions once received shall remain in effect until reversed or
modified,  but  in case of emergency, the Trustee may (but shall not be required
to)  act  in the absence of a change in directions, and shall incur no liability
in  so acting.  Each Participant agrees that by directing his own investments he
accepts  full  and  complete  responsibility  for  the success or failure of his
selections  and  agrees  to hold the Employer, Administrator, Committee, Trustee
and  all  fiduciaries  of  the Plan harmless from any liability, damage, cost or
expense  arising  out  of  any matter concerning such Participant's selection of
investments  for  his  Account.

     The  Committee may establish uniform and nondiscriminatory rules concerning
the  investments  from  which  the  Participant  may  choose, including (but not
limited  to)  restricting  investments  to  specific  types  of  investment  or
particular  investment  pools  or funds, restricting the frequency of investment
decisions  (or providing that Participants shall pay a reasonable administrative
charge  for  carrying  out  some  or all investment decisions) or requiring that
investments  be made in certain amounts or percentages (such as requiring that a
Participant  may  invest  in  any  of  a  number  of specified funds, but that a
specific  percentage  or uniform multiple of percentages must be invested in any
fund  in  which  the  Participant takes part).  The Committee may also establish
uniform  and  nondiscriminatory  rules  concerning  the  procedures  for  making
investments,  including  (but  not  limited  to) requiring the use of a specific
broker  for  the  execution  of  security  transactions,  requiring the use of a
specific  agent  for  insurance  purchases,  restricting  investments in deposit
accounts  to  a specific bank, or restricting investments in a money market fund
to  a  specific  money  market  fund.

     The Committee may provide that Participants who do not want to individually
direct  their Account may participate in investments made by the Committee or an
investment  manager  appointed  by  the  Committee.  If  such  a  pooled fund is
established,  the  Committee  may  establish uniform and nondiscriminatory rules
concerning  such  pooled fund, including (but not limited to) when and how often
Participants  may  transfer to or from the pooled account (or may provide that a
Participant  shall  pay  a  reasonable administrative charge for transfers which
occur  other  than  on  a  specific  date  during  the  Plan  Year).

     Although assets are generally individually directed, the Committee may make
such  investment decisions as are reasonable in order to administer the terms of
the  Plan.  For  example:  the  Committee may temporarily hold assets in a money
market  fund  or  other  secure  investment  in  connection  with  any  sale and
reinvestment  directed by a Participant.  Further, in the event that investments
are  restricted  to specified investments or investment pools, and the Committee
determines  to  change  the  specified  investments  or  investment  pools,  the
Committee  may  liquidate the existing specified investments or investment pools
and  hold  the  assets  resulting from the liquidation in a money market fund or
other  secure  investment,  until  Participants  are


<PAGE>
given  the  right  to  direct  investments  with  respect  to  the new specified
investments  or  investment  pools.  Alternatively,  the  Committee may restrict
Participants'  ability  to  change  investments for a period of time in order to
facilitate  the conversion to the new specified investments or investment pools.
The  Committee  may  exercise  its  discretion  under this paragraph without the
consent  of,  or notice to, Participants. However, once the Committee determines
that  Participants  shall again have the right to make investment decisions with
respect  their  Accounts,  the  Committee  shall  provide  all Participants with
reasonable  notice  of  their  new  investment  options.

     If  a  contribution  is  made  to  the  Trust  at  a time when it cannot be
determined  who  is to share in the contribution, the Committee shall invest the
contribution.  As  soon  as  feasible  following  the determination of who is to
share  in  the  contribution,  the Committee shall transfer the contribution, as
adjusted  for  earnings  or losses, to the investment control of the appropriate
Participants.

     B.     The  Trustee  on  its  own  initiative  or  on instructions from the
Committee  may (but shall not be required to) refuse to carry out any investment
direction  which  the  Trustee  determines:

          1.     Subjects  the  Plan  to  the  possibility  of disqualification;

          2.     Constitutes  a  prohibited  transaction;

          3.     Subjects  the  Trust  to  any  tax;

          4.     Contravenes  the  provision  of  any  law;

          5.     Constitutes  investment  in  a  collectible;  or

          6.     Would be administratively difficult or unfeasible to carry out,
or  which  would  result in the Plan's holding assets which are administratively
difficult  or  unfeasible  to  hold.

     C.     All  gains,  income  or  losses  of  the  Trust  shall  be allocated
separately  and  continuously  to  such  Participant's  Account  based  on  the
performance of the investments of that Account.  Trust expenses not attributable
to  specific  Accounts  shall  be allocated to all Accounts in proportion to the
relative  value  of  the  Accounts  as  of  the first day of the Plan Year.  Any
separate  expenses occasioned by the existence of an Account shall be separately
borne by such Account.  Assets in Accounts need not be valued.  However, if they
are  not valued, any statement of Account balance given to the Participant shall
inform the Participant of the assets held for him in such Account.  Any taxes or
penalties  resulting from an investment held in an Account shall be allocated to
such  Account.

     D.     In  the  event  that  assets are distributed in kind and the Plan is
obligated  to  value  the  assets  for  reporting  purposes,  the  costs of such
valuation  shall  be  charged  to  the  Account,  or  if  the  Account  has been
distributed,  paid  by  the  Participant.

     4.6     ALLOCATION  OF  FORFEITURES


<PAGE>
     A.     The  amount  of  any  Forfeitures  reallocated for a Plan Year shall
increase the allocations to Participants.  The Forfeitures shall be allocated to
Participants  who  received  (or would have received if an Employer contribution
had  been  made)  an  allocation of Employer Discretionary Contributions for the
Plan  Year  during  which the Forfeitures are reallocated.  Forfeitures shall be
added  to  and  allocated  in  the  same  manner  as  Employer  contributions.

     Notwithstanding  the above, Forfeitures from Matching Contribution Accounts
shall  reduce  the  Employer  Matching  Contribution  for  the year in which the
Forfeiture  occurs.  If  the  Forfeitures  exceed  the  amount  of  the required
Employer  Matching  Contribution  for  a  Plan Year, the excess shall reduce the
amount  of  the  required  Employer Matching Contribution for the following Plan
Year.

     B.     A  Forfeiture  shall  be allocated during the Plan Year in which the
Forfeiture occurs, as determined pursuant to Sec.5.5.  If a Forfeiture occurs as
a  result  of  five  (5)  consecutive  One  Year  Breaks in Service, without the
Participant's  having  Separated  from  Service,  such  Forfeiture  shall  be
reallocated  during  the  Plan  Year  following the Plan Year in which the fifth
(5th)  consecutive  One  Year  Break  in  Service  occurs.

     4.7     DATE  OF  ALLOCATION

     Employer  contributions  (including  Forfeitures)  shall  be  allocated  to
Participant  Accounts  as  of the last day of the calendar quarter to which they
relate.

     4.8     MULTIPLE  EMPLOYER  PARTICIPATION  ALLOCATIONS

     If  more  than one Employer (determined with reference to Code Sec. 414(b),
(c),  (m),  (n)  and  (o))  participates in the Plan, Employer contributions and
Forfeitures  shall  be  allocated only to the Employees of the Employer to which
the  contributions  and  Forfeitures  relate.

     4.9     MINIMUM  FUNDING  WAIVER

     The  Employer,  if  unable  to fund the contribution for any Plan Year to a
Fixed  Contribution Plan, may apply to the Internal Revenue Service for a waiver
of  the  minimum  funding  standard  account.  If  the  waiver  is approved, the
Administrator  shall  proceed  in  the  following  manner:

     A.     An  adjusted  Account  balance,  which is the Account balance that a
Participant  would  have had if the amount waived had been contributed, shall be
maintained  for  each  Participant whose actual Account balance is less than his
adjusted  Account  balance.  This  adjusted  Account balance shall be maintained
until  each  adjusted  Account  balance  equals the corresponding actual Account
balance.

     B.     The  excess  of each affected Participant's adjusted Account balance
over  his  actual  Account  balance  shall  be  credited  with five percent (5%)
interest  compounded  annually.

     C.     The  Employer  shall contribute each year, until each actual Account
balance  equals  the  corresponding  adjusted  Account balance, the level annual
amount  necessary  to  amortize  the  waived funding deficiency over a period of
fifteen  (15)  Plan  Years at the rate of five


<PAGE>
percent (5%) compounded annually. Such contributions shall be in addition to the
required  contribution  for  the  current Plan Year. In each Plan Year after the
year  for  which the waiver was granted, any Forfeitures that arise in such year
shall be amortized over fifteen (15) Plan Years at the rate of five percent (5%)
compounded  annually.  This defines a series of level annual amounts which shall
be  used  to  reduce the required contribution. Such amortizations of the waived
amount  and  the  Forfeitures shall apply only until each actual Account balance
equals  the  corresponding  adjusted  Account  balance.  Discretionary  larger
contributions,  in  addition  to  the  required contribution, can be made in any
given  Plan  Year but may not exceed the then-remaining under-funded amount (the
sum  of  the  adjusted  Account  balances  minus  the  total  Plan  assets).

     D.     The  waiver  payments,  adjusted for Forfeitures, shall be allocated
immediately  to  the  actual  Account balance of each affected Participant.  The
adjusted  Account  balance  of  an  affected  Participant  may  exceed  that
Participant's  actual Account balance.  The waiver payment for a given Plan Year
is  allocated  to  an  affected Participant by using a fraction the numerator of
which equals the amount of the adjusted Account balance in the year in question,
and  the  denominator  of  which  equals  the  sum  of  such  amounts  for  all
Participants.  The  fraction  is  then  multiplied  by  the  waiver  payment.

     E.     Distributions  from  the  Plan shall be limited to the Participant's
non-forfeitable  portion  of  his  actual  Account  balance.  Therefore,  such
Participants  shall  receive subsequent distributions derived from future waiver
payments,  adjusted  for  Forfeitures.

                               ARTICLE 5 - VESTING

     5.1     APPLICATION  OF  VESTING  SCHEDULE

     A  Participant's  vested  interest  is his claim to a Plan benefit which is
unconditional  and  legally  enforceable against the Plan.  The vesting schedule
set  forth  in  Sec.5.2  shall  apply to the payment of severance benefits only.
Retirement  benefits  payable  upon or after attainment of Normal Retirement Age
and  death benefits shall be one hundred percent (100%) vested.  The interest of
a  Participant  in a Special Account shall be one hundred percent (100%) vested.
Disability  benefits  shall  vest  in  accordance  with  Sec.3.3.

     5.2     VESTING  SCHEDULE

     Separate  accounts  for  Elective  Deferrals,  Qualified  Non-Elective
Contributions,  Employee  Contributions,  Matching  Contributions, and Qualified
Matching  Contributions  shall be maintained for each Participant.  Each Account
shall  be  credited with the applicable contributions and earnings thereon.  The
Participant's  Accounts  derived from Elective Deferrals, Qualified Non-Elective
Contributions,  Employee Contributions, and Qualified Matching Contributions are
non-forfeitable.

     Other  Accounts  shall  vest  as  follows:

     A.     The  interest  of  each  Participant  in  his  Matching Contribution
Account  and  Discretionary Contribution Account shall vest twenty percent (20%)
upon  the  completion  of  each  Year of Vesting Service, up to a maximum of one
hundred  percent  (100%).


<PAGE>
     B.     For any Plan Year for which the Plan is a Top-Heavy Plan, the vested
interest  of  each  Participant in his Employer Contribution Account shall be no
less  than  twenty percent (20%) upon the completion of two (2) Years of Vesting
Service,  and  an  additional  twenty  percent  (20%)  on the completion of each
additional  Year  of  Vesting  Service  up  to  a maximum of one hundred percent
(100%).

     5.3     YEARS  OF  VESTING  SERVICE  EXCLUDED

     A.     Except  as  set forth below, all of a Participant's Years of Vesting
Service  shall be taken into account in determining Years of Vesting Service for
purposes  of  Sec.5.2.

     B.     A  Participant  who  does not have a vested interest in the Plan and
incurs  a Break in Service shall not have Years of Vesting Service prior to such
Break  in  Service  taken  into  account  for the purpose of applying Sec.5.2 to
post-break  benefits,  if  the  number of consecutive One Year Breaks in Service
equals  or  exceeds  the greater of five (5) or the aggregate number of Years of
Vesting  Service prior to such Break in Service.  Such aggregate number of Years
of  Vesting  Service before such Break in Service shall be deemed not to include
any  Year  of  Vesting  Service not required to be taken into account under this
subsection  by  reason  of  any  prior  Break  in  Service.

     C.     Years  of  Vesting  Service before the first Plan Year to which Code
Sec.  411  applies  shall  be  disregarded  if  such  service  would  have  been
disregarded  under  the  rules  of  the Plan with regard to Breaks in Service in
effect  on  the  applicable  date.

     D.     All Years of Vesting Service following five (5) consecutive One Year
Breaks  in  Service  shall be disregarded for the purpose of applying Sec.5.2 to
pre-break  benefits.

     5.4     ELECTION  OF  OLD  VESTING  PROVISIONS

     Subject  to  Sec.13.6,  a  Plan  amendment shall not reduce a Participant's
vested  percentage  determined  as  of  the later of the Date of Adoption or the
effective date of the new vesting schedule.  Furthermore, any Participant in the
Plan  as  of  the  effective  date of any amendment which directly or indirectly
affects vesting, who has had three (3) Years of Vesting Service, may irrevocably
elect  to  have  his  benefits  vest  under  the  Plan's  old  provisions.  For
Participants  who  do not have at least one (1) Hour of Service in any Plan Year
beginning  after  December  31, 1988, the preceding sentence shall be applied by
substituting  "five (5) Years of Service" for "three (3) Years of Service" where
such language appears.  Any change of the Plan from or to a Top-Heavy Plan shall
be  considered  a  Plan  amendment  for  the  purpose of this section.  When the
amendment  affecting  vesting  is  adopted,  the Administrator shall notify each
affected  Participant  of the availability of the election and provide a form on
which  to  make  the  election.  The  Participant  shall  have the latest of the
following  dates  within  which  to  make  the  election:

     A.     The  date which is sixty (60) days after the Date of Adoption of the
Plan  amendment;

     B.     The  date  which  is  sixty  (60)  days  after the Plan amendment is
effective;  or


<PAGE>
     C.     The  date which is sixty (60) days after the date the Participant is
issued  written  notice  of  the  Plan  amendment  by  the  Administrator.

     If  the Administrator fails to provide an opportunity for such an election,
a Participant's vested percentage at any point in time shall be determined under
the  provision  which  produces  the  highest  vesting.

     5.5     FORFEITURE  AND  RESTORATION

     A.     The  non-vested  portion  of  a  Participant's Employer Contribution
Account  shall  be  forfeited  upon  the  earlier  of:

          1.     The  day  on  which a Participant is paid (or is deemed to have
been  paid)  the  entire  non-forfeitable  portion  of his Employer Contribution
Account  in  a  "cash-out"  described  in  Sec.5.6;  or

          2.     The  last  day of the Plan Year in which the Participant incurs
his  fifth  (5th)  consecutive  One  Year  Break  in  Service.

     B.     If  a  Participant  who  has forfeited the non-vested portion of his
Employer  Contribution  Account under subsection (A)(1) returns to service prior
to incurring five consecutive One Year Breaks in Service, and if the Participant
makes  any  repayment  required  by  Sec.5.6  within  the  time period set forth
therein,  then  the  non-vested  portion  of  his  Account  shall immediately be
restored.  Such  restoration  shall  be  funded  (in  the  following  order  of
priority):  i)  out  of  Forfeitures which would otherwise be reallocated in the
year  of  restoration,  ii) out of an Employer contribution made for the express
purpose  of  restoring the benefit, or iii) out of investment gains for the Plan
Year  in  which  the  restoration  occurs.

     5.6     DISTRIBUTIONS  WHICH  CASH  OUT  AN  EMPLOYER  CONTRIBUTION ACCOUNT

     A.     An  Employer  Contribution  Account  which  is  distributed shall be
considered  cashed  out if the Participant is one hundred percent (100%) vested,
or  in  the  case of a Participant who is not one hundred percent (100%) vested,
if:

          1.     The  distribution  consists  of  the  Participant's  entire
non-forfeitable  benefit  derived  from  Employer  contributions;

          2.     The  value  of the Participant's entire non-forfeitable benefit
is  not  in  excess of five thousand dollars ($5,000), or the Participant elects
(with  the consent of his Spouse, if required, pursuant to a Qualified Election)
the  distribution.

          3.     The  distribution is made no later than the close of the second
(2nd)  Plan  Year  following  the  Plan Year in which the Participant terminated
active  participation  in  the  Plan.

Participant  who  has  no  non-forfeitable  interest in the Plan attributable to
Employer  contributions  shall  be considered to have received a distribution of
such  zero  benefit  upon  Separation  from  Service.


<PAGE>
     If  Sec.6.5  is  applicable,  then  notwithstanding  subsection  (A)(2), no
lump-sum distribution shall be made, regardless of the amount, after the Annuity
Starting  Date  unless  the Employee and his Spouse (or the Employee's Surviving
Spouse)  consent  in writing to such distribution.  The Spouse's consent must be
made  pursuant  to  a  Qualified  Election.

     B.     If  the Participant receives or is deemed to receive a distribution,
the Employee is reemployed and repays within the time period set forth herein to
the  Trust  the  total  of  the  amount  distributed to him, the amount restored
pursuant  to  Sec.5.5  shall  be  added  to the amount repaid and shall again be
treated  as  an  Employer  Contribution Account.  The repayment referenced above
must  be  made:  i)  in  the  case of a withdrawal on account of Separation from
Service,  before the earlier of five (5) years after the first date on which the
Participant  is  subsequently  reemployed  by  the Employer, or the close of the
first period of five (5) consecutive One Year Breaks in Service commencing after
the withdrawal; or ii) in the case of any other withdrawal, five (5) years after
the  date  of  the  withdrawal.

     C.     For  distributions made prior to October 17, 2000 for the purpose of
any  section  of the Plan which utilizes or makes reference to amounts equal to,
above  or  below  five thousand dollars ($5,000), a Participant's vested account
balance  shall  be considered to be over five thousand dollars ($5,000) if it is
in  excess  of that amount at the time of the distribution or at the time of any
prior  distribution.

     5.7     DISTRIBUTIONS  WHICH  DO  NOT  CASH  OUT  AN  EMPLOYER CONTRIBUTION
ACCOUNT

     A.     This  section  shall  apply  to  any  distribution  made:  i)  to  a
Participant  who  is  not  one  hundred  percent  (100%)  vested in his Employer
Contribution  Accounts;  ii)  prior  to  five (5) consecutive One Year Breaks in
Service;  and  iii)  which  does  not  qualify  as  a cash-out under Sec.5.6(A).

     B.     If  a  distribution  to  which  this section applies is made and the
Participant  continues  employment  or is reemployed prior to incurring five (5)
consecutive  One Year Breaks in Service, the vested portion of the Participant's
Account  (which  shall  be  denominated  a Holding Account) shall be equal to an
amount  (X)  determined  by  the  formula  X  =  P (HA + (R x D))  (R x D).  For
purposes  of  applying  the  formula:  P  is  the  vested percentage (determined
pursuant  to  Sec.5.2)  at  the  time  of  computation; HA is the balance in the
Holding Account at the time of computation; D is the amount of the distribution;
and  R  is  the  ratio  of  the  balance  in  the Holding Account at the time of
computation  to  the  Employer  Contribution Account balance after distribution.
With  the exception of the special vesting formula, the Holding Account shall be
treated  in  the  same  manner  as  all  other  Employer  Contribution Accounts.

     5.8     NO  DUPLICATIONS  OF  BENEFITS

     Notwithstanding  any  provision  of  this Plan to the contrary, in no event
shall  a Participant receive a distribution which duplicates benefits previously
distributed  to  him.

     5.9     NON-COVERED  SERVICE

     If  a  Participant ceases to be an Active Participant because of a transfer
to  non-covered  service or because of the exclusion of his type of service from
eligibility  under  the Plan, but he


<PAGE>
continues  in  the  employ  of  the  Employer,  he shall continue to vest in his
Account  balance  in accordance with the provisions of the Plan, notwithstanding
his  being  in  non-covered  service.

     5.10     NO  DIVESTMENT  FOR  CAUSE

     A  Participant shall not forfeit any benefit to which he would otherwise be
entitled  on  the  basis  of  any  illegal,  immoral  or  improper  conduct.

     5.11     RETURN  FOLLOWING  DISABILITY

     If  a  Participant  is  determined  to have suffered a Disability and later
returns  to  participation,  any benefits subsequently earned shall vest without
reference  to  the  earlier  determination  of  Disability.  If a Participant is
determined  to  have  suffered  a Disability and returns to service prior to the
payment of his entire Account balance, the acceleration of vesting on account of
Disability shall be reversed to the extent possible and the vested percentage of
the  unpaid  Account  balance  shall be determined in accordance with Sec.5.2 or
5.7.

     5.12     INABILITY  TO  LOCATE  PARTICIPANT  OR  BENEFICIARY

     A.     If a benefit is payable from the Plan: i) because it does not exceed
five  thousand  dollars  ($5,000),  ii) because it is required to be distributed
under  Sec.6.12,  iii)  because  the  Participant  has attained the later of age
sixty-two  (62) or Normal Retirement Age, or iv) because appropriate consents to
distribution  have  been  obtained,  and  the Participant or Beneficiary to whom
payment  is  due  cannot be found, the benefit shall be forfeited.  However, the
benefit shall be reinstated if a claim is made by the Participant or Beneficiary
for  the  forfeited  benefit.

     B.     A benefit shall be forfeited on the date before the day on which the
benefit  would  be  lost  by  reason  of  escheat  under  applicable  state law.

     C.     If  a  benefit  is  not  payable  from  the Plan, the Participant or
Beneficiary  cannot be found, and the Plan is terminated, then the Participant's
or  Beneficiary's  benefit  may  be  paid  as  follows:

          1.     The  benefit  may  be  placed  in  a  Federally insured deposit
account  under  the  name  and  Social  Security  number  of  the Participant or
Beneficiary;

          2.     A  joint  and survivor annuity contract may be purchased by the
Plan  in  the  name  of  the  Participant  or  Beneficiary;  or

          3.     The  benefit  may be distributed to the Employer, provided that
the  Employer  agrees  to  reinstate  the  benefit  if  a  claim  is made by the
Participant  or  Beneficiary.

                         ARTICLE 6 - PAYMENT OF BENEFITS

     6.1     SOURCE  OF  PAYMENT

     All  benefits  under  the  Plan shall be distributed solely from the Trust.
The  Employer  shall  have  no  responsibility  or  liability  therefor.


<PAGE>
     6.2     AMOUNT  OF  BENEFIT

     A.     The  benefit  due  to  a Participant or his Beneficiary shall be the
amount  provided  under  Article 3 or the Actuarial Equivalent thereof, plus any
amount  contained  in  a  Special  Account.

     B.     A  benefit  shall  be  deemed paid to the extent that money or other
property  (including  an  insurance  contract)  has  been  transferred  to  the
Participant  or his Beneficiary.  Benefits shall be paid in money or property at
the  option  of  the Participant.  Except for i) distributions on account of the
termination  of  the Plan, ii) assets held in individually directed accounts, or
iii)  assets  held  in  segregated  investment  accounts,  property which may be
distributed  from  the Plan is cash, an insurance policy or an annuity contract.
Assets  held  in  individually  directed accounts or other segregated investment
accounts shall be distributed as they are held at the time of distribution.  The
date of valuation and the fair market value of any property distributed shall be
determined  by  the  Committee.  An  annuity  contract purchased by the Plan and
distributed  to  a  Participant  must  comply  with  the  rules  set  forth  in
Sec.Sec.6.3,  6.4,  6.5  and  6.6  as they would apply if the benefits were paid
directly  by  the  Plan.

     6.3     WHEN  PAYMENT  OF  BENEFITS  BEGINS

     A.     Subject  to Sec.Sec.6.5 and 6.12, Payments shall be made at the time
determined  in accordance with this section, Sec.6.7 (Late Retirement), Sec.12.5
(termination  or  freeze  of  the  Plan),  or  Sec.13.5(B)  (Qualified  Domestic
Relations  Order).

     Payments  shall  commence  at  the  Participant's  election  as  soon  as
administratively  feasible  after  the  Participant's  Separation  from Service.

     Notwithstanding  the  above, if the Participant's vested Account balance is
not in excess of five thousand dollars ($5,000), the Plan shall pay such benefit
as  soon  as  administratively  feasible after the Participant's Separation from
Service.

     B.     Notwithstanding  subsection (A), the payment of benefits shall begin
no  later than the sixtieth (60th) day after the close of the Plan Year in which
the  latest  of  the  following  occurs:

          1.     The  Participant  attains the earlier of age sixty-five (65) or
his  Normal  Retirement  Age;

          2.     The  Participant  reaches  the  tenth (10th) anniversary of the
year  his  participation  commenced;  or

          3.     The  Participant  Separates  from  Service.

     Notwithstanding  the  foregoing, the failure of a Participant and Spouse to
consent  to  a distribution while a benefit is Immediately Distributable, within
the  meaning  of  Sec.  6.5(F),  shall  be  deemed  to  be  an election to defer
commencement  of  payment  of  any  benefit  sufficient to satisfy this section.


<PAGE>
     C.     Notwithstanding  subsection (B), a Participant with a vested Account
balance  in  excess  of  five  thousand  dollars ($5,000) may elect to defer the
payment of benefits beyond the time set forth in subsection (B) by submitting to
the  Administrator  a  written statement signed by the Participant setting forth
the  date  on  which the payment of the benefits shall begin and the form of the
benefit.  This  date  shall  not  be  a  date  beyond the life expectancy of the
Participant  as  of  the  date the benefit would otherwise have been required to
commence  under  subsection (B).  The form shall comply with the requirements of
Sec.6.4.

     D.     Benefits  shall  be paid only on account of the attainment of Normal
Retirement  Age,  death, Disability, Separation from Service of the Participant,
on  account of the termination or partial termination of the Plan, on account of
the  freezing  of  the  Plan,  under  a Qualified Domestic Relations Order or as
required  by  Sec.6.12.

     6.4     FORM  OF  PAYMENT

     A.     Subject to Sec.Sec.6.5 and 6.12, a Participant (or the Participant's
Beneficiary  in  the case of a death benefit) may elect in writing that benefits
will  be  paid  only  in  the  form  of  a  single  sum.

     B.     A  Participant may sign a designation of Beneficiary form which sets
forth the form in which a death benefit may be paid and which specifies that the
form  of death benefit may not be changed by the Beneficiary.  In such event the
form of death benefit shall be paid as set forth by the Participant.  Otherwise,
the Beneficiary may elect any form which complies with the other requirements of
this section.  An election by a Beneficiary hereunder shall override any spousal
designation  of  form  as  described  in  Sec.6.5(D)(3).

     C.     Whenever  benefits  have  commenced  as  an  installment  payout,  a
Participant  may  elect  to  vary the amount or rate of payment to any amount or
rate  which  will  comply  with  the  requirements  of  this  Article.

     6.5     JOINT  AND  SURVIVOR  ANNUITY  REQUIREMENTS

     A.     If  this  Plan  is  a  Discretionary Contribution Plan, this section
shall  only  apply  to  a  Participant  to  the  extent  that  a  portion of the
Participant's  Account  balance  is  attributable to benefits transferred from a
defined  benefit pension plan, money purchase pension plan, target benefit plan,
stock  bonus  plan, or a profit sharing plan which would otherwise provide for a
life annuity form of payment to the Participant.  In addition, if this Plan is a
Discretionary  Contribution  Plan,  this  section  shall  apply  to all benefits
hereunder  if  benefits under this Plan are offset under a plan which is subject
to the requirements of Code Sec.Sec. 401(a)(11) and 417.  The provisions of this
section  shall  apply notwithstanding any provision of the Plan to the contrary.
The  provisions  of  this section shall apply to any Participant who is credited
with  at  least one (1) Hour of Service with the Employer on or after August 23,
1984.

     B.     Unless  an  optional  form  of  benefit  is  selected  pursuant to a
Qualified  Election  within  the  ninety  (90)  day period ending on the Annuity
Starting  Date,  a  Participant's vested Accounts shall be paid in the form of a
Qualified  Joint  and  Survivor Annuity.  The Participant may elect to have such
annuity  distributed  upon  attainment  of the Earliest Retirement Age under the
Plan.


<PAGE>
     C.     Unless  an  optional form of benefit is selected within the Election
Period  pursuant  to  a  Qualified  Election,  if  a Participant dies before the
annuity  starting  date and if the Participant and the Participant's Spouse have
been  married  for  a  period  of  at  least  one  (1)  year  at the date of the
Participant's  death,  then  an amount equal to no less than one hundred percent
(100%)  of  the  vested (prior to death) Account balance (including any proceeds
from insurance contracts) shall be applied toward the purchase of an annuity for
the  life  of  the  Surviving  Spouse.  The  amount to be applied shall be taken
proportionately  from Employee and Employer contributions.  The Surviving Spouse
may  elect to have such annuity distributed within a reasonable period after the
Participant's  death.

     D.     For  the  purpose  of  this  section  and  Sec.6.6,  the  following
definitions  shall  apply:

          1.     ELECTION  PERIOD:  The  period which begins on the first day of
the  Plan Year in which the Participant attains age thirty-five (35) and ends on
the  date  of  the Participant's death.  If a Participant Separates from Service
prior  to  the  first  day  of  the  Plan  Year in which age thirty-five (35) is
attained, the Election Period shall begin on the date of separation with respect
to  the  Account  balance  as  of  the  date  of  separation.

               WAIVER  (PRE-AGE  35):  A Participant who will not yet attain age
thirty-five  (35)  as  of  the  end  of any current Plan Year may make a special
qualified election to waive the Qualified Preretirement Survivor Annuity for the
period beginning on the date of such election and ending on the first day of the
Plan  Year  in  which  the  Participant  will attain age thirty-five (35).  Such
election  shall  not  be  valid  unless  the  Participant  receives  a  written
explanation of the Qualified Preretirement Survivor Annuity in such terms as are
comparable  to  the explanation required under Sec.6.6.  Qualified Preretirement
Survivor  Annuity coverage shall be automatically reinstated as of the first day
of the Plan Year in which the Participant attains age thirty-five (35).  Any new
waiver  on  or after such date shall be subject to the full requirements of this
Article.

          2.     EARLIEST RETIREMENT AGE:  The earliest date on which, under the
Plan,  the  Participant  could  elect  to  receive  retirement  benefits.

          3.     QUALIFIED ELECTION:  A waiver of a Qualified Joint and Survivor
Annuity  or  a  Qualified  Preretirement  Survivor  Annuity.  Any  waiver  of  a
Qualified  Joint  and  Survivor  Annuity  or  a Qualified Preretirement Survivor
Annuity  shall  not be effective unless: i) the Participant's Spouse consents in
writing  to  the  election;  ii) the election designates a specific beneficiary,
including  any class of beneficiaries or any contingent beneficiaries, which may
not  be  changed  without  spousal  consent  (or  the  Spouse  expressly permits
designations  by  the Participant without any further spousal consent); iii) the
Spouse's  consent  acknowledges the effect of the election; and iv) the Spouse's
consent is witnessed by a Plan representative or notary public.  Additionally, a
Participant's  waiver  of  the Qualified Joint and Survivor Annuity shall not be
effective unless the election designates a form of benefit payment which may not
be changed without spousal consent (or the Spouse expressly permits designations
by  the  Participant without any further spousal consent).  If it is established
to the satisfaction of a Plan representative that there is no Spouse or that the
Spouse  cannot  be  located,  a  waiver  shall  be  deemed a Qualified Election.


<PAGE>
               Any  consent  by  a  Spouse  obtained  under  this  provision (or
establishment  that  the  consent  of  a  Spouse  may  not be obtained) shall be
effective only with respect to such Spouse.  A consent that permits designations
by  the  Participant  without  any requirement of further consent by such Spouse
must  acknowledge  that  the Spouse has the right to limit consent to a specific
beneficiary,  and  a  specific  form  of  benefit where applicable, and that the
Spouse  voluntarily  elects  to  relinquish  either  or  both of such rights.  A
revocation of a prior waiver may be made by a Participant without the consent of
the  Spouse  at  any  time  before  the commencement of benefits.  The number of
revocations  shall  not  be  limited.  A Spouse may not revoke a spousal consent
without the written approval of the Participant.  No consent obtained under this
provision  shall be valid unless the Participant has received notice as provided
in  Sec.6.6.

          4.     QUALIFIED  PRERETIREMENT  SURVIVOR  ANNUITY:  The  benefit
described  in  subsection  (C).

          5.     SPOUSE  (SURVIVING  SPOUSE):  The Spouse or Surviving Spouse of
the  Participant,  as  determined pursuant to the applicable state law, provided
that  a  former  Spouse shall be treated as the Spouse or Surviving Spouse and a
current  Spouse  shall  not  be  treated  as a Spouse or Surviving Spouse to the
extent  provided under a Qualified Domestic Relations Order as described in Code
Sec.  414(p).

          6.     ANNUITY  STARTING  DATE:  i)  the first day of the first period
for  which  an  amount is payable as an annuity, or ii) in the case of a benefit
not  payable  in  the form of an annuity, the first day on which all events have
occurred  which entitle the Participant to such benefit.  However, the first day
of  the  first  period  for  which  a  benefit  is  to  be received by reason of
Disability shall be treated as the annuity starting date only if such benefit is
not  an  auxiliary  benefit.

          7.     VESTED  ACCOUNT  BALANCE:  The  aggregate  value  of  the
Participant's  vested  Account  balances  derived  from  Employer  and  Employee
contributions  (including  rollovers and the proceeds of insurance contracts, if
any,  on  the  Participant's  life).

     E.     Any  living  Participant  not receiving benefits on August 23, 1984,
who  would  otherwise  not  receive  the  benefits  prescribed  by  the previous
provisions  of  this section, must be given the opportunity to elect to have the
provisions  of  this section apply if such Participant is credited with at least
one  (1)  Hour  of  Service under this Plan or a predecessor plan in a Plan Year
beginning  on  or  after  January 1, 1976, and such Participant had at least ten
(10)  Years  of  Vesting  Service  when  he  Separated  from  Service.

     F.     If  the Participant's vested Account balance i) does not exceed five
thousand  dollars ($5,000) and ii) is paid before the Annuity Starting Date, the
Plan shall distribute such amount prior to the Annuity Starting Date without the
requirement  of  the  consent  of  the  Participant or the Participant's Spouse.

          If  the  value  of a Participant's vested Account balance derived from
Employer  and  Employee  contributions  exceeds  (or  at  the  time of any prior
distribution,  exceeded)  five thousand dollars ($5,000) and the Account balance
is  Immediately  Distributable, or if payment is made after the Annuity Starting
Date, the Participant and the Participant's Spouse (or if either the


<PAGE>
Participant  or  the  Spouse  has  died,  the  survivor)  must  consent  to  any
distribution  of  such  Account  balance. The consent of the Participant and the
Participant's  Spouse  shall  be  obtained in writing within the ninety (90) day
period  ending  on the Annuity Starting Date. The Administrator shall notify the
Participant  and the Participant's Spouse of the right to defer any distribution
until  the Participant's Account balance is no longer Immediately Distributable.
Such  notification  shall include a general description of the material features
and  an  explanation  of  the  relative  values of the optional forms of benefit
available  under the Plan in a manner that would satisfy the notice requirements
of  Code Sec. 417(a)(3), and shall be provided no less than thirty (30) days and
no  more  than  ninety  (90)  days  prior  to  the  Annuity  Starting  Date.

          Notwithstanding  the  foregoing,  only the Participant need consent to
the commencement of a distribution in the form of a Qualified Joint and Survivor
Annuity  while  the  Account  balance is Immediately Distributable.  Neither the
consent of the Participant nor the Participant's Spouse shall be required to the
extent  that  a  distribution is required to satisfy Code Sec. 401(a)(9) or 415.

          An  Account  balance  is  IMMEDIATELY DISTRIBUTABLE if any part of the
Account  balance  could  be distributed to the Participant (or Surviving Spouse)
before  the  Participant  attains  (or  would have attained if not deceased) the
later  of  Normal  Retirement  Age  or  age  sixty-two  (62).

     6.6     NOTICE  AND  ELECTION  REQUIREMENTS

     A.     In  the  case  of  a  Qualified  Joint  and  Survivor  Annuity,  the
Administrator  shall  no less than thirty (30) days and no more than ninety (90)
days  prior  to  the  Annuity  Starting  Date provide each Participant a written
explanation  of:  i)  the terms and conditions of a Qualified Joint and Survivor
Annuity;  ii) the Participant's right to make, and the effect of, an election to
waive  the Qualified Joint and Survivor Annuity form of benefit; iii) the rights
of  a  Participant's  Spouse;  and  iv)  the right to make, and the effect of, a
revocation  of  a  previous  election  to waive the Qualified Joint and Survivor
Annuity.

     B.     In  the  case  of  a  Qualified  Preretirement Survivor Annuity, the
Administrator  shall  provide  each Participant within the applicable period for
such  Participant  a written explanation of the Qualified Preretirement Survivor
Annuity  in  such  terms  and  in  such  manner  as  would  be comparable to the
explanation  provided  for meeting the requirements of subsection (A) applicable
to  a  Qualified  Joint  and  Survivor  Annuity.

     The  applicable  period  for  a  Participant  is whichever of the following
periods  ends  last: i) the period beginning with the first day of the Plan Year
in  which  the Participant attains age thirty-two (32) and ending with the close
of  the  Plan  Year preceding the Plan Year in which the Participant attains age
thirty-five  (35); ii) a reasonable period ending after the individual becomes a
Participant;  and  iii)  a  reasonable  period  ending  after this section first
applies  to  the  Participant.  Notwithstanding  the  foregoing,  notice must be
provided  within a reasonable period ending after Separation from Service in the
case  of  a  Participant  who  Separates  from  Service  before  attaining  age
thirty-five  (35).


<PAGE>
     For  purposes  of  applying  the  preceding  paragraph, a reasonable period
ending after the enumerated events described in (ii) and (iii) is the end of the
two  (2)  year  period  beginning  one (1) year prior to the date the applicable
event  occurs,  and  ending  one  (1)  year  after  that date.  In the case of a
Participant  who  Separates  from  Service  before  the  Plan  Year in which age
thirty-five  (35)  is attained, notice shall be provided within the two (2) year
period  beginning one (1) year prior to separation and ending one (1) year after
separation.  If  such  a  Participant  thereafter returns to employment with the
Employer,  the  applicable  period  for such Participant shall be re-determined.

     Notwithstanding the prior paragraph, elective deferrals (within the meaning
of  Code  Sec.  402(g)(3))  may  be returned to the extent that the distribution
would  reduce  the  excess  amount  (under  Code  Sec. 415) in the Participant's
account.

     C.     A  distribution  may  commence  less than thirty (30) days after the
notice  required  under  Sec.6.6(A)  is  given,  provided  that:

          1.     The Plan Administrator clearly informs the Participant that the
Participant  has  the  right  to  a  period  of  at least thirty (30) days after
receiving the notice to consent to a form of distribution other than a Qualified
Joint  and  Survivor  Annuity;

          2.     The Participant affirmatively elects a form of distribution and
the  spouse  consents  to  that  form  of  distribution  (if  necessary);

          3.     The  Participant  is  permitted  to  revoke  an  affirmative
distribution  until the Annuity Starting Date or, if later, at any time prior to
the  expiration  of  the  seven  (7)  day  period  that begins the day after the
explanation  of  the  Joint  and Survivor Annuity is provided to the Participant
(which  right  is  afforded  to  the  Participant  by  the  Plan);

          4.     The  Annuity  Starting  Date  is  after  the  date  that  the
explanation  of  the  Qualified  Joint  and  Survivor Annuity is provided to the
Participant.  However, the Annuity Starting Date may be before the date that any
affirmative  distribution  election  is  permitted  and before the date that the
distribution  is  permitted  to  commence  under  subsection  6.11;  and

          5.     Distribution  in  accordance with the affirmative election does
not  commence  before the expiration of the seven (7) day period that begins the
day  after  the  explanation  of  the  Qualified  Joint  and Survivor Annuity is
provided  to  the  Participant.

     6.7     LATE  RETIREMENT

     Distributions  may  be  made  to  a  Participant  who  has  reached  Normal
Retirement  Age,  but  has  not  Separated  from  Service.  A  Participant whose
employment  extends  beyond  Normal Retirement Age shall continue to participate
and  share  in  allocations under the Plan, even if distribution of benefits has
commenced.

     6.8     SEGREGATED  INVESTMENT  OF  DEFERRED  DISTRIBUTIONS

     Where  the  distribution  of benefits is deferred for a Participant: i) who
has  Separated  from Service, ii) who has reached Normal Retirement Age, or iii)
who is in a terminated or frozen


<PAGE>
plan, then: i) assets Actuarially Equivalent to such vested interest may, at the
option  of  the  Committee,  be  segregated  and  invested in an insured savings
account  or  other  secure  investment or in such other form of investment as is
mutually agreed to by the Participant (or Beneficiary) and the Committee, or ii)
an  undivided  interest  in  the  assets  of  the  Trust  equal to the Actuarial
Equivalent  of  such  vested interest may be set aside for the Participant's (or
Beneficiary's)  account, and he shall receive such sum as adjusted by the actual
gains  or  losses  attributable  thereto. Notwithstanding any other provision of
this  Plan,  the  Participant's  deferred  benefit  shall  be  the amount of the
segregated  assets  plus  the  actual  earnings  thereon.

     6.9     DISTRIBUTIONS  TO  MINORS  OR  INCOMPETENTS

     If a benefit becomes payable to a minor or to a legally incompetent person,
the  Committee  may  direct  the Trustee that payment be made for the benefit of
such  person directly to such person or to his legal representative or to a near
relative  of  such  person,  or  that the Trustee shall use the benefit payments
directly  for the support, maintenance or education of such person.  The Trustee
shall  not  be  required  to  monitor  the application by any third party of any
distributions  and  shall  not  be  responsible  for  any  misapplication.

     6.10          DISPUTES  AS  TO  PROPER  RECIPIENT

     If  a dispute arises or seems reasonably possible to arise as to the proper
recipient of any payment, the Administrator may withhold or cause to be withheld
such payment until the dispute shall have been settled by the parties concerned,
shall  have  been  determined  in  accordance with Sec.11.11, or shall have been
settled  in  an  interpleader  action.

     6.11     TRANSFERS  TO  ANOTHER  QUALIFIED  PLAN

     A.     The  Committee  may,  subject only to the requirements of subsection
(C) and Sec.12.6, direct the Trustee to transfer all or any part of the Accounts
of any Participant hereunder to another qualified plan.  Such transfer shall not
be  deemed  a  benefit  payment  subject  to  Sec.6.3(D) if subsection (C)(1) is
applicable.  However,  such transfer may be made in lieu of a benefit payment to
which  a  Participant  has become entitled.  Upon transfer, the liability of the
Plan  to  the  Participant  shall  be  reduced  by  the liability assumed by the
transferee  plan.

     B.     The Employer may, subject only to the requirements of subsection (C)
and  Sec.12.6,  direct  the  Trustee  to  transfer to another qualified plan the
Accounts  of  some  or  all of the Participants hereunder as part of a merger or
spinoff  in  which  the  Plan  is  involved.  Such transfers shall not be deemed
benefit payments subject to Sec.6.3(D) if subsection (C)(1) is applicable.  Upon
transfer,  the  liability  of  the Plan to a Participant shall be reduced by the
liability  assumed  by  the  transferee  plan.

     C.     A transfer of a Participant's benefits between qualified plans shall
be  made  only  if  either:

          1.     The  transferee  plan  provides for the protection of Code Sec.
411(d)(6)  protected  benefits.  The  defined  benefit  feature  under a defined
benefit  plan and the separate account feature under a defined contribution plan
are  Code  Sec.  411(d)(6)  protected  benefits,  or


<PAGE>
          2.     A  voluntary  election  is  obtained  which  meets  all  of the
following  requirements:

               a.     The  Participant  makes  a  fully  informed  election  to
transfer  the  benefits  to  another  plan;

               b.     The spousal consent and notice requirements of Sec.Sec.6.5
and  6.6  (if  applicable)  are  met  with  respect to the transfer of benefits;

               c.     The Participant whose benefits are transferred is eligible
under  the terms of the Plan to receive an immediate distribution from the Plan;

               d.     The  Participant  has  an  alternative  that  retains such
Participant's  Code  Sec.  411(d)(6)  protected  benefits;

               e.     The  amount  transferred  is  equal  to  the Participant's
entire  non  forfeitable  benefit;  and

               f.     The Participant is fully vested in the transferred benefit
in  the transferee plan.  In a transfer from a defined contribution to a defined
benefit  plan,  the defined benefit plan must provide a minimum benefit for each
Participant  whose  benefits are transferred, equal to the benefit, expressed as
an annuity payable at Normal Retirement Age, that is derived solely on the basis
of  the  amount  transferred  with  respect  to  such  Participant.

     D.     This subsection applies to distributions made on or after January 1,
1993.  Notwithstanding  any  provisions  of  the Plan to the contrary that would
otherwise  limit  a  distributee's election under this subsection, a distributee
may  elect,  at the time and in the manner prescribed by the Plan Administrator,
to  have  any  portion  of an eligible rollover distribution paid directly to an
eligible  retirement  plan  specified  by  the distributee in a direct rollover.

          1.     An ELIGIBLE ROLLOVER DISTRIBUTION is any distribution of all or
any  portion  of  the  balance  to the credit of the distributee, except that an
Eligible  Rollover Distribution does not include any distribution that is one of
a  series  of  substantially  equal  periodic payments (not less frequently than
annually)  made  for  the  life  (or life expectancy) of the distributee and the
distributee's  designated  beneficiary,  or  for  a specified period of ten (10)
years  or  more;  any  distribution  to the extent such distribution is required
under  Code Sec. 401(a)(9); any hardship distribution described in Sec.1.63; and
the  portion  of  any  distribution  that  is  not  includible  in  gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect  to  employer  securities).

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


<PAGE>
          3.     A  distributee  includes  an  Employee  or former Employee.  In
addition,  the  Employee's  or  former  Employee's  surviving  spouse  and  the
Employee's  or  former  Employee's  spouse or former spouse who is the Alternate
Payee  under  a  Qualified  Domestic  Relations  Order,  as defined in Code Sec.
414(p),  are  distributees  with  regard to the interest of the spouse or former
spouse.

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

          5.     A  distribution  may  commence less than thirty (30) days after
the  notice  required under Income Tax Regulations Sec. 1.411(a)-11(c) is given,
provided  that:

               a.     The  Plan  Administrator  clearly  informs the Participant
that  the Participant has a right to a period of at least thirty (30) days after
receiving  the  notice  to  consider  the  decision of whether or not to elect a
distribution  (and,  if  applicable,  a  particular  distribution  option),  and

               b.     The Participant, after receiving the notice, affirmatively
elects  a  distribution.

     6.12     REQUIRED  DISTRIBUTIONS

     A.     The  requirements of this section shall apply to any distribution of
a  Participant's  interest  and  shall  take  precedence  over  any inconsistent
provisions  of  this  Plan.  Unless  otherwise specified, the provisions of this
section  apply  to  calendar  years  beginning  after  December  31,  1984.

     All  distributions required under this section shall be determined and made
in  accordance  with  the  Proposed  Income  Tax  Regulations  under  Code  Sec.
401(a)(9),  including the minimum distribution incidental benefit requirement of
Sec.  1.401(a)(9)-2  of  the  regulations.

     B.     The entire interest of a Participant must be distributed or begin to
be  distributed  no  later  than  the  Participant's  Required  Beginning  Date.

     C.     Required  distributions  shall  be  in  a  form  that  complies with
Sec.Sec.6.5  and 6.6 (Joint and Survivor Annuity Requirements).  As of the first
Distribution Calendar Year, distributions, if not made in a single sum, may only
be  made  over  one  of  the  following  periods  (or  a  combination  thereof):

          1.     The  life  of  the  Participant;

          2.     The  life  of  the  Participant  and  a Designated Beneficiary;

          3.     A  period  certain  not extending beyond the Life Expectancy of
the  Participant;  or

          4.     A  period  certain  not  extending  beyond  the  joint and last
survivor  expectancy  of  the  Participant  and  a  Designated  Beneficiary.


<PAGE>
     D.     If  the  Participant's interest is to be distributed in other than a
single sum, the following minimum-distribution rules shall apply on or after the
Required  Beginning  Date:

          1.     If  a  Participant's  benefit  is  to  be distributed over i) a
period  not extending beyond the Life Expectancy of the Participant or the joint
life  and  last  survivor  expectancy  of  the Participant and the Participant's
Designated Beneficiary, or ii) a period not extending beyond the Life Expectancy
of  the  Designated  Beneficiary, the amount required to be distributed for each
calendar  year, beginning with distributions for the first Distribution Calendar
Year,  must  at  least equal the quotient obtained by dividing the Participant's
benefit  by  the  Applicable  Life  Expectancy.

          2.     For  calendar  years  beginning  before January 1, 1989, if the
Participant's  Spouse  is  not  the  Designated  Beneficiary,  the  method  of
distribution  selected  must  assure  that  at  least fifty percent (50%) of the
present  value  of the amount available for distribution is paid within the Life
Expectancy  of  the  Participant.

          3.     For  calendar  years  beginning  after  December  31, 1988, the
amount  to  be distributed each year, beginning with distributions for the first
Distribution  Calendar  Year,  shall  not  be less than the quotient obtained by
dividing  the  Participant's  benefit  by  the  lesser of i) the Applicable Life
Expectancy or ii) if the Participant's Spouse is not the Designated Beneficiary,
the  applicable  divisor  determined from the table set forth in Q & A-4 of Sec.
1.401(a)(9)-2  of  the Proposed Income Tax Regulations.  Distributions after the
death  of  the  Participant  shall  be  distributed  using  the  applicable life
expectancy  in  subsection  (D)(1)  as  the  relevant  divisor without regard to
Regulations  Sec.  1.401(a)(9)-2.

          4.     The  minimum  distribution required for the Participant's first
Distribution  Calendar Year must be made on or before the Participant's Required
Beginning  Date.  The  minimum  distribution for other calendar years, including
the  minimum  distribution  for  the  Distribution  Calendar  Year  in which the
Employee's Required Beginning Date occurs, must be made on or before December 31
of  that  Distribution  Calendar  Year.

          5.     If  the  Participant's benefit is distributed in the form of an
annuity  purchased  from an insurance company, distributions thereunder shall be
made  in  accordance  with  the  requirements  of  Code  Sec.  401(a)(9) and the
regulations  thereunder.

     E.     If  the  Participant  dies  after  distribution  of his interest has
begun,  the  remaining portion of such interest shall continue to be distributed
at  least as rapidly as under the method of distribution being used prior to the
Participant's  death.

     If  the  Participant  dies  before  distribution  of  his  interest begins,
distribution of the Participant's entire interest shall be completed by December
31  of  the  calendar  year  containing  the  fifth  (5th)  anniversary  of  the
Participant's  death  except  to  the extent that an election is made to receive
distributions  in  accordance  with  (1)  or  (2)  below.

          1.     If  any  portion  of the Participant's interest is payable to a
Designated Beneficiary, distributions may be made over the life or over a period
certain  no  greater  than  the  Life  Expectancy  of the Designated Beneficiary
commencing  on  or before December 31 of the calendar year immediately following
the  calendar  year  in  which  the  Participant  died.


<PAGE>
          2.     If  the  Designated  Beneficiary is the Participant's Surviving
Spouse,  the  date  distributions  are  required to begin in accordance with (1)
above shall not be earlier than the later of i) December 31 of the calendar year
immediately  following  the  calendar  year in which the Participant died or ii)
December  31  of  the calendar year in which the Participant would have attained
age  seventy  and  one-half  (70  ).

          If  the  Participant  has  not made an election pursuant to subsection
(E)(2)  by  the time of his death, the Participant's Designated Beneficiary must
elect  the method of distribution no later than the earlier of i) December 31 of
the  calendar  year in which distributions would be required to begin under this
section  or  ii) December 31 of the calendar year which contains the fifth (5th)
anniversary  of the date of death of the Participant.  If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a method
of  distribution,  distribution  of  the  Participant's  entire interest must be
completed  by  December  31  of  the  calendar  year  containing the fifth (5th)
anniversary  of  the  Participant's  death.

          3.     For purposes of subsection (E)(2), if the Surviving Spouse dies
after  the  Participant but before payments to such Spouse begin, the provisions
of  subsection (E), with the exception of subsection (E)(2), shall be applied as
if  the  Surviving  Spouse  were  the  Participant.

          4.     For  purposes  of subsection (E), any amount paid to a child of
the  Participant shall be treated as if it had been paid to the Surviving Spouse
if the amount becomes payable to the Surviving Spouse when the child reaches the
age  of  majority.

          5.     For purposes of subsection (E), distribution of a Participant's
interest is considered to begin on the Participant's Required Beginning Date or,
if  subsection  (E)(3) is applicable, the date distribution is required to begin
to  the  Surviving Spouse pursuant to subsection (E)(2).  If distribution in the
form  of an annuity irrevocably commences to the Participant before the Required
Beginning  Date,  the  date  distribution  is  considered  to  begin is the date
distribution  actually  commences.

     F.     Definitions.

          1.     APPLICABLE  LIFE EXPECTANCY means the Life Expectancy (or joint
and  last  survivor  expectancy)  calculated  using  the  attained  age  of  the
Participant  (or  Designated Beneficiary) as of the Participant's (or Designated
Beneficiary's)  birthday in the Applicable Calendar Year reduced by one for each
calendar  year  which  has  elapsed  since  the  date  life expectancy was first
calculated.  If  life  expectancy  is  being  recalculated,  the applicable life
expectancy  shall  be  the  life  expectancy  as  recalculated.  The  APPLICABLE
CALENDAR  YEAR  shall  be  the  first  Distribution  Calendar  Year, and if Life
Expectancy  is  being  recalculated,  such  succeeding  calendar  year.

          2.     DISTRIBUTION  CALENDAR  YEAR  means a calendar year for which a
minimum  distribution  is  required.  For  distributions  beginning  before  the
Participant's  death,  the first Distribution Calendar Year is the calendar year
immediately  preceding  the  calendar  year  which  contains  the  Participant's
Required  Beginning  Date.  For  distributions beginning after the Participant's
death,  the  first  Distribution  Calendar  Year  is  the calendar year in which
distributions  are  required  to  begin  pursuant  to  subsection  (E).


<PAGE>
          3.     LIFE  EXPECTANCY.  Life  Expectancy and joint and last survivor
expectancy  are computed by use of the expected return multiples in Tables V and
VI  of  Sec.  1.72-9 of the Income Tax Regulations.  Unless otherwise elected by
the Participant (or Spouse, in the case of distributions described in subsection
(E)(2), by the time distributions are required to begin, Life Expectancies shall
not  be  recalculated  annually.  Such  election  shall be irrevocable as to the
Participant  (or  Spouse)  and  shall  apply  to all subsequent years.  The Life
Expectancy  of  a  non-spouse  beneficiary  may  not  be  recalculated.

          4.     PARTICIPANT'S  BENEFIT means the Account balance as of the last
valuation  date  in  the  calendar  year  immediately preceding the Distribution
Calendar  Year  (VALUATION  CALENDAR  YEAR),  increased  by  the  amount  of any
contributions or forfeitures allocated to the Account balance as of dates in the
Valuation Calendar Year after the valuation date, and decreased by distributions
made  in  the Valuation Calendar Year after the valuation date.  However, if any
portion  of the minimum distribution for the first Distribution Calendar Year is
made  in  the  second  Distribution  Calendar  Year  on  or  before the Required
Beginning  Date,  the  amount  of  the  minimum  distribution made in the second
Distribution  Calendar  Year  shall  be  treated  as  if it had been made in the
immediately  preceding  Distribution  Calendar  Year.

          5.     REQUIRED  BEGINNING  DATE  means:

               a.     The  Required Beginning Date of a Participant is the April
1  of the calendar year following the later of i) the calendar year in which the
Participant  attains age seventy and one-half (70 ), or ii) the calendar year in
which  the  Employee  retires.  Clause  (ii)  shall  not apply in the case of an
Employee  who  is  a  five  percent  (5%)  owner.

               b.     The  Required  Beginning Date of a Participant who attains
age  seventy  and  one-half  (70 ) before January 1, 1988 shall be determined in
accordance  with  (1)  and  (2)  below.

                    (1)     Non-five  percent  (5%)  owners.  The  Required
Beginning  Date  of  a  Participant  who is not a five percent (5%) owner is the
first day of April of the calendar year following the calendar year in which the
later  of  retirement  or  attainment  of age seventy and one-half (70 ) occurs.

                    (2)     Five  percent  (5%)  owners.  The Required Beginning
Date of a Participant who is a five percent (5%) owner during any year beginning
after  December  31,  1979  is  the  first  day of April following the later of:

                         (a)     The  calendar  year  in  which  the Participant
attains  age  seventy  and  one-half  (70  ),  or

                         (b)     The earlier of the calendar year with or within
which  ends  the  Plan Year in which the Participant becomes a five percent (5%)
owner,  or  the  calendar  year  in  which  the  Participant  retires.

The  Required  Beginning  Date  of  a Participant who is not a five percent (5%)
owner  who  attains  age  seventy and one-half (70 ) during 1988 and who has not
retired  as  of  January  1,  1989  is  April  1,  1990.


<PAGE>
               c.     A  Participant is treated as a five percent (5%) owner for
purposes  of  this  section  if such Participant is a five percent (5%) owner as
defined  in  Code Sec. 416(i) determined i) with respect to the Plan Year ending
in  the calendar year in which the Employee attains age seventy and one-half (70
)  for  purposes  of Sec.6.12(F)(5)(a), and ii) in accordance with Code Sec. 416
but  without  regard to whether the Plan is a Top-Heavy Plan) at any time during
the  Plan  Year  ending  with  or  within  the calendar year in which such owner
attains  age  sixty-six  and  one-half  (66  )  or  any subsequent Plan Year for
purposes  of  Sec.6.12(F)(5)(b).

               d.     Once distributions have begun to a five percent (5%) owner
under  this  section,  they  must  continue  to  be  distributed,  even  if  the
Participant  ceases  to  be  a  five  percent  (5%)  owner in a subsequent year.

     G.     Transitional  Rule.

          1.     Notwithstanding  the  other  requirements  of  this section and
subject  to the requirements of Sec.6.5, distribution on behalf of any employee,
including  a  five percent (5%) owner, may be made in accordance with all of the
following  requirements  (regardless  of  when  such  distribution  commences):

               a.     The  distribution by the Trust is one which would not have
disqualified  such  Trust  under  Code  Sec.  401(a)(9)  as  in  effect prior to
amendment  by  the  Deficit  Reduction  Act  of  1984.

               b.     The  distribution  is  in  accordance  with  a  method  of
distribution  designated  by  the  Employee whose interest in the Trust is being
distributed  or,  if  the  Employee  is  deceased,  by  the  Beneficiary of such
Employee.

               c.     Such  designation  was  in  writing,  was  signed  by  the
Employee  or  the  Beneficiary,  and  was  made  before  January  1,  1984.

               d.     The  Employee  had  accrued a benefit under the Plan as of
December  31,  1983.

               e.     The  method  of distribution designated by the Employee or
the  Beneficiary  specifies  the  time at which distribution shall commence, the
period  over  which  distributions  shall  be  made,  and  in  the  case  of any
distribution upon the Employee's death, the Beneficiaries of the Employee listed
in  order  of  priority.

          2.     A  distribution  upon  death  shall  not  be  covered  by  this
transitional  rule  unless  the  information  in  the  designation  contains the
required  information  described  above  with respect to the distributions to be
made  upon  the  death  of  the  Employee.

          3.     For any distribution which commences before January 1, 1984 but
continues  after December 31, 1983, the Employee or the Beneficiary to whom such
distribution  is  being  made shall be presumed to have designated the method of
distribution  under  which  the  distribution  is  being  made, if the method of
distribution  was  specified  in  writing  and  the  distribution  satisfies the
requirements  in  subsection  (G)(1)(a)  and  (e).


<PAGE>
          4.     If  a  designation is revoked, any subsequent distribution must
satisfy  the requirements of Code Sec. 401(a)(9) and the regulations thereunder.
If a designation is revoked subsequent to the date distributions are required to
begin,  the  Trust must distribute by the end of the calendar year following the
calendar  year  in  which  the  revocation  occurs  the  total  amount  not  yet
distributed  which  would have been required to have been distributed to satisfy
Code  Sec.  401(a)(9) and the regulations thereunder, but for the Sec. 242(b)(2)
election.  For  calendar  years  beginning  after  December  31,  1988,  such
distributions must meet the minimum-distribution incidental benefit requirements
in  Sec.  1.401(9)-2 of the Proposed Income Tax Regulations.  Any changes in the
designation shall be considered to be a revocation of the designation.  However,
the  mere  substitution  or  addition of another Designated Beneficiary (one not
named  in the designation) under the designation shall not be considered to be a
revocation of the designation, so long as such substitution or addition does not
alter  the period over which distributions are to be made under the designation,
directly  or  indirectly (for example, by altering the relevant measuring life).
In  the  case  in which an amount is transferred or rolled over from one plan to
another  plan,  the  rules in Q & A J-2 and Q & A J-3 of Sec. 1.401(a)(9) of the
Proposed  Income  Tax  Regulations  shall  apply.

     H.     Elimination  of  Certain  Optional  Forms  of  Benefit.

     Notwithstanding  Sec.12.1(C),  an  amendment  eliminating  the  right  of a
Participant  who  was  not a five percent (5%) owner to receive distributions by
April  1  of  the  calendar year in which the Participant turned age seventy and
one-half  (70  ),  without regard to the time of retirement, shall be given full
effect.  However,  the  elimination of such optional form of benefit shall apply
only  to  Participants who attain age seventy and one-half (70 ) after the later
of  December  31,  1998, or the adoption date of the amendment.  This subsection
shall  apply  only  to  amendments  made  no  later  than i) the last day of any
remedial  amendment  period that applies to the Plan for changes under the Small
Business  Job Protection Act of 1996, or ii) December 31, 1998.  This subsection
applies  only to amendments adopted after and effective after the publication in
the  Federal  Register  of  final  regulations  permitting  such  an  amendment.

     Notwithstanding  the  above,  effective  July  1,  2001  minimum  required
distributions shall not be required with respect to any Participant earlier than
the  April  1  following  the  year  in  which  the  Participant retires, if the
Participant  is not a Five Percent Owner.  A Participant is a FIVE PERCENT OWNER
if  the  Participant  is a five percent owner under Sec. 1.42 at any time during
the  year  in  which  the Participant attains age seventy and one-half (70 ).  A
Participant  who is not required to receive a distribution by reason of addition
of this Sec.6.12(H) to the Plan may nevertheless elect to receive a distribution
to the extent that such distribution was required by the terms of the Plan prior
to  the  addition  of  this  Sec.6.12(H)  to the extent of Participant's benefit
attributable to contributions to the Plan made prior to the date of the addition
of  this  Sec.6.12(H)  to  the  Plan.

            ARTICLE 7 - SPECIAL PROVISIONS RELATING TO DEATH BENEFITS

     7.1     PAYMENTS  UPON  DEATH  OF  PARTICIPANT

     A.     The  death  benefit payable pursuant to Sec.3.4 or the amount of any
Retirement, Disability, severance benefit, or Special Account which is unpaid at
the  Participant's  death  shall  be  payable  to  the  Participant's Designated
Beneficiary.


<PAGE>
     B.     The  Designated  Beneficiary  of  a  Participant  who Separated from
Service  prior  to death shall not be entitled to the one hundred percent (100%)
vesting  of  the  Account  balance  of the Participant.  However, the Designated
Beneficiary  shall  be  entitled  to  such  portion of the Participant's Account
balance as was vested prior to death.  Whenever a Participant or Beneficiary has
commenced  to  receive a benefit the payment of which is contingent, in whole or
in  part,  on  the  life  of  any individual, the death of that individual shall
reduce the benefit payable in accordance with the terms of the life contingency.
A  benefit  shall  be  deemed to have commenced upon the earlier of the date the
first  payment is made by the Plan (as opposed to received by the Participant or
Beneficiary)  or  the  date a payment to a life insurance company for an annuity
contract  becomes  nonrefundable.

     7.2     DESIGNATED  BENEFICIARY

     A.     Subject  to  Sec.6.5(C), if applicable, in the event the Participant
has  designated  in  writing  a  person  to receive benefits in the event of his
death,  the  Participant's  Designated  Beneficiary  shall  be  the  person  so
designated.  However,  if  i)  the Participant has been married for at least one
(1)  year  on  the  date  of  his  death and ii) his Spouse has not consented to
another  Designated Beneficiary with a consent that complies with Sec.6.5(D)(3),
then  the  Spouse  shall  be the Designated Beneficiary of all benefits provided
under  the  Plan  which  are  not  subject  to Code Sec.Sec. 401(a)(11) and 417.

     B.     If  no  Beneficiary  has  been  designated,  or  if  no  Designated
Beneficiary  survives  the Participant, a Beneficiary shall be deemed designated
in  the  following  order  of  priority:

          1.     The  surviving  Spouse  of  the Participant (determined without
regard  to  the  length  of  marriage);

          2.     The  children  of  the  Participant in equal shares by right of
representation;  and

          3.     The person or persons who would be the heirs of the Participant
under the laws of the state of the Participant's residence at the time of death.
The determination in a community property state shall be made in accordance with
the  law  relating  to  the  succession of separate property not acquired from a
predeceased  spouse.

     C.     Notwithstanding  any  provision  of the Plan to the contrary, in the
event  that  a Participant's Spouse is entitled to a benefit under Sec.6.5(C) or
under  the  provisions of any community property law, the Spouse shall be deemed
the  Participant's  Designated  Beneficiary to the extent of such benefit.  Such
benefit  shall  be  payable  in  the  following  order  of  priority:

          1.     Out  of  the  benefit  to which the Spouse would otherwise have
been  entitled  under  the  Plan without regard to Sec.6.5 and without regard to
such  community  property  law;  and  then

          2.     By  proportionately  decreasing  the benefit to which any other
Designated  Beneficiary  would  have  been  entitled.


<PAGE>
     D.     A  Participant  shall in all events be the Designated Beneficiary of
any  community  property  interest  in  the  Plan  owned  by  his  Spouse.

     E.     The Administrator shall rely solely upon any Beneficiary designation
as  being wholly correct and valid and shall not question the validity or effect
thereof.

     F.     A  Designated  Beneficiary  may  disclaim  all or any portion of the
benefits  under  the  Plan  in  favor  of  the  Beneficiary in the next order of
priority.

     7.3     DEATH  OF  BENEFICIARY

     A  Surviving  Spouse  or  other  Beneficiary  entitled  to receive payments
hereunder  may  designate,  by executing a standardized form satisfactory to the
Administrator, a further Beneficiary to receive any benefits that may be payable
from  the  Surviving  Spouse's  other  Beneficiary's  share of the Participant's
Account upon the death of such Spouse or other Beneficiary prior to the complete
distribution  thereof.  A further designation of Beneficiary shall not, however,
be  given  effect  to  the  extent  that  the  Participant  has  provided,  in a
designation  of  Beneficiary,  for  subsequent  Beneficiaries.  A  Designated
Beneficiary  who  is  to  receive  benefits  in  the  event  another  Designated
Beneficiary  predeceases  the Participant is not a subsequent beneficiary unless
explicitly  provided  to  the  contrary  in  the  designation.

                           ARTICLE 8 - LIFE INSURANCE

     8.1     COMMITTEE'S  POWER  TO  PURCHASE  LIFE  INSURANCE

     The  Trustee,  upon  direction by a Participant, may invest that portion of
the  Account  of  the  Participant  which  the  Participant  directs (subject to
Sec.8.6)  in a term, whole-life, or higher-premium form policy issued by a legal
reserve  life  insurance  company on said Participant's life.  The Committee may
override  the decision of the Participant as long as it does so in a uniform and
nondiscriminatory  manner.  The policy may be obtained from an insurance company
or  an  existing policy may be purchased from the Participant or another person.

     8.2     POLICIES  AS  TRUST  ASSETS

     The  rights  and  interests  of  any  Participant on whose life a policy is
issued  shall  not  be  expanded  by  any  such  investment except to the extent
explicitly  provided for by Sec.3.4.  Any and all rights provided under a policy
or  permitted  by  the  insurer shall be reserved to the Trustee as owner of the
policy.  The Trustee shall exercise the right to name and change the Beneficiary
and/or  the  method of settlement in the policy.  The Trustee shall be the named
Beneficiary  under the policy, and all rights under the policy shall be reserved
to  the  Trustee.  Upon  the  death of an insured, the Trustee shall utilize the
proceeds  of the policy to pay the Qualified Pre-retirement Survivor Annuity, if
any.  The  balance  of  any  proceeds  shall  be  paid  to  the  Participant's
Beneficiary.

     8.3     PAYMENT  OF  PREMIUMS  AND  USE  OF  PROCEEDS

     The  Trustee  shall  normally  pay premiums on any policy subject hereto as
such  premiums fall due.  The amount of such premiums shall be deducted from the
Employer  Contribution


<PAGE>
Account  of  the  Participant  on  whose life the policy is issued. Dividends or
credits  may  be  used  in  reduction of any such premium, may be applied in any
other  manner permitted by the insurance company, or may be taken in cash by the
Trustee,  as  it  may be instructed by the Committee from time to time, provided
that such Participant for whose benefit the contract is held is given due credit
in  his  Account  for  the  amount  of  dividends  or credits applicable to him.

     If  at any time the Committee decides that the premium on any policy is not
to  be  paid  in cash from the Participant's Account, the Committee shall decide
whether such premium is to be paid by policy loan (if the policy contains such a
provision);  by  use  of dividends or dividend accumulations, if any; or whether
the  policy  is to be continued as a paid-up policy; or use is to be made of any
extended  insurance  option  available thereunder; or some other action is to be
taken  under  the  policy.

     8.4        DISTRIBUTION OF POLICIES UPON RETIREMENT OR SEVERANCE OF SERVICE

     Upon  the  Retirement of any Participant whose policy is held hereunder, or
if the Trust should terminate and the assets thereof be distributed, the Trustee
shall  dispose  of  the  policy.  Thus, the Trustee shall be directed to convert
such  policy  on  or  before  the  Retirement  of each Participant to cash or an
annuity,  or  to distribute the contract to the Participant.  No portion of such
policy  may  be used to continue life insurance protection beyond the Retirement
of  a  Participant.  In  the  event  a separated Participant has not reached his
Normal  Retirement  Age, the Trustee may continue to make premium payments on an
undistributed  policy  (subject  to  Sec.8.6) until his Normal Retirement Age at
which  time  the  policy  shall  be  disposed  of  as in the case of Retirement.

     8.5     INSURER  NOT  A  PARTY

     Any  insurance company which shall issue a policy under this Plan shall not
be  a  party  to  this  Plan.

     8.6     MAXIMUM  AMOUNT  OF  INSURANCE

     A.     The  amount  of  insurance  held  by  the Trustee on the life of any
Participant  shall  be  limited,  in addition to any other limitations contained
herein,  as  follows:  The aggregate (cumulative) insurance premiums paid by the
Trustee  on  behalf  of  any  Participant  for  ordinary  life  insurance  or  a
higher-premium form plus twice the aggregate (cumulative) premiums paid for term
insurance  shall  be  less  than  fifty  percent  (50%)  of  the total aggregate
(cumulative)  contributions  and  Forfeitures  allocated  on  behalf  of  said
Participant.  Ordinary  life  insurance  contracts  are  contracts  with  both
non-decreasing  death  benefits and non-increasing premiums.  For the purpose of
this  subsection,  any  amounts rolled over to the Plan, transferred to the Plan
from the plan of another employer, or transferred from a defined benefit plan of
the  Employer  or affiliate (but no earnings thereon after rollover or transfer)
shall  be considered contributions.  Any amount transferred from another defined
contribution plan of the Employer or affiliate shall be considered contributions
or  Forfeitures  only  to the extent they would have been treated as such in the
transferor  plan.


<PAGE>
     B.     If this plan is a Discretionary Contribution Plan, the premium which
may  be  paid shall be the greater of the amount determined under subsection (A)
and  the amount of Employer contributions which have accumulated in the plan for
at  least  two  (2)  years.

     8.7     REPORTING  OF  PS-58  COST

     Each  year  the  Employer  shall  report  as  additional  income  to  each
Participant  the  amount  of  term cost applicable to the life insurance of each
such  insured  Participant.

                          ARTICLE 9 - SPECIAL ACCOUNTS

     9.1     TRANSFERS  TO  PLAN

     Subject  to  the  provisions of this Article and with the consent of and on
the  terms and conditions established by the Committee, funds may be transferred
to  or  held  by  the  Plan  by  or  for an Active Participant, which represent:

     A.     Deductible voluntary contributions made for a calendar year prior to
1987;

     B.     Nondeductible voluntary contributions made for a Plan Year beginning
prior  to  January  1,  1987;

     C.     Rollover  contributions  meeting  the  requirements  for  deferred
taxation  under  Code  Sec.  402(c),  403(a)(4),  408(d)(3), or 409(b)(3)(C); or

     D.     Direct  transfers  from  another  qualified  plan.

     9.2     MAINTENANCE  OF  SPECIAL  ACCOUNTS

     The Administrator shall maintain an Account in the name of each Participant
on  whose  behalf  funds  are contributed or transferred to the Plan pursuant to
Sec.9.1.  A  separate  Account  shall  be maintained for each category of funds.

     9.3     GAINS  AND  LOSSES  ON  SPECIAL  ACCOUNTS

     A.     At  the  option  of  the  Committee, funds in Special Accounts shall
either  be  invested  with  the  general Trust assets (provided Accounts are not
already  individually  directed) or in segregated investments.  In the event the
funds  are invested with the general Trust assets, the Account shall be credited
on  the last day of the Plan Year or on the date of withdrawal, if earlier, with
the  same  percentage  of gains or losses as earned by the general Trust assets.
In  the  event  the funds are segregated, the Account shall be credited with the
gains  or  losses  attributable  to  the  investments made with the funds in the
Special  Account.

     B.     No  portion  of a deductible voluntary contribution Account shall be
used  to  purchase life insurance.  If deductible voluntary contributions or the
earnings  on  them are used to purchase life insurance, the amount so used shall
be  treated  as  a  distribution.  The  balance  in  a  deductible  voluntary
contribution  Account  shall not be loaned to a Participant, and notwithstanding
anything to the contrary contained in any general assignment of Plan benefits as


<PAGE>
security  for  a  Plan loan, the Plan shall not take a security interest in such
Account  for  a  loan  taken  from  other  Plan  assets.

     9.4     WITHDRAWALS  FROM  SPECIAL  ACCOUNTS

     A.     Except  for  the  amount  in a deductible or nondeductible voluntary
contribution  Account, a rollover Account or a direct rollover Account, funds in
Special  Accounts shall be distributed only at a time permitted by Sec.6.3, in a
form permitted by Sec.6.4.  All distributions from Special Accounts shall comply
with  the  requirements  of  Sec.Sec.6.5  and  6.6.

     B.     Notwithstanding  subsection  A, to the extent that any optional form
of  benefit  under  this Plan permits a distribution before the earlier of i) an
Employee's  attainment  of  Normal  Retirement  Age,  death  or  Separation from
Service, and ii) Plan termination, the optional form of benefit is not available
with  respect  to  amounts  transferred from a defined contribution pension plan
(including  earnings thereon), other than the portion of the transferred amount,
if  any,  attributable  to  voluntary  employee  contributions  or  rollover
contributions.  For  purposes  of this paragraph, "amounts transferred" does not
include  amounts  attributable to either i) a direct rollover or ii) an elective
transfer  within  the  meaning  of  Regulation  Sec.  1.411(d)-4  Q&A  4(b).

     C.     Upon  the  request  of  a  Participant, the Committee shall pay to a
Participant  as  soon  as  administratively  feasible such part of the voluntary
contribution  Account,  rollover  Account  or  direct  rollover  Account, as the
Participant  requests  to  be  paid.

     D.     The  Administrator  shall  determine  whether and to what extent any
distribution  from  the  Plan  is  to  be  treated  as  having  been made from a
Participant's  deductible  voluntary  contribution  account.  The  Administrator
shall  have no obligation to minimize the tax consequences to the Participant of
a  specific  ordering  of  distribution.

     E.     If  the  Administrator  determines  that  a  contribution  which was
intended  as  a  rollover  contribution  does not so qualify, the amount of such
contribution  and the earnings thereon shall be returned to the Employee as soon
thereafter  as  reasonably  practicable.

     F.     A  withdrawal  from  a  Special  Account  shall  have no effect upon
Employer-provided  Plan  benefits.

     9.5     SPECIAL  RULES  RELATING  TO  TRANSFER  FROM OTHER RETIREMENT PLANS

     A.     The  Administrator  shall require the Participant, as a condition of
accepting  a  transfer  from  another  plan,  to  provide sufficient information
concerning  the nature of the funds for tax purposes to enable the Administrator
to  advise  the  Participant  of  the  tax  consequences  of  any  subsequent
distribution.

     B.     If  i)  the  Employer maintains or maintained a qualified retirement
plan with cash or deferred (Code Sec. 401(k)) features; ii) any of the assets of
that  plan  are transferred to this Plan; and iii) the transfer was made for the
purpose  of  complying  with  the  restrictions  on  distributions  from cash or
deferred  plans;  then amounts attributable to elective contributions (including
amounts  treated  as elective contributions) may not be distributed earlier than
the  occurrence  of  one  of  the  following  events:


<PAGE>
          1.     The Employee's retirement, death, Disability or Separation from
Service;

          2.     The  termination  of  the  Plan  without  establishment  of  a
successor  plan;

          3.     The  date  of the sale or other disposition by a corporation to
an  unrelated  corporation  of  substantially  all  of  the  assets used by such
corporation  in  a  trade  or  business  of  such corporation with respect to an
employee  who  continues  employment with the corporation acquiring such assets;

          4.     The  date  of the sale or other disposition by a corporation of
such  corporation's interest in a subsidiary to an unrelated entity with respect
to  an  Employee  who  continues  employment  with  such  subsidiary;  or

          5.     The  Participant's  attainment  of  age fifty-nine and one-half
(59).

     C.     In  the  event that a transfer was made to this Plan between January
30,  1986  and  August 10, 1988, and the transferor plan did not comply with the
provisions  of  Sec.6.11(C)(2),  then  this  Plan  shall  preserve all Code Sec.
411(d)(6)  protected benefits provided under the transferor plan with respect to
the benefits transferred (with the sole exception of the defined benefit feature
of  a  benefit  under  a  defined  benefit  plan).

     D.     In  the  event  that  a transfer (including a transfer incident to a
plan merger) is made to the Plan on or after August 11, 1988, and the transferor
plan  did not comply with the provisions of Sec.6.11(C)(2), then this Plan shall
preserve  all  Code Sec. 411(d)(6) protected benefits which were provided by the
transferor  plan  with  respect  to  the  benefits  transferred.

     9.6     COMMITTEE  ADMINISTRATIVE  RULES

     The Committee may adopt uniform and nondiscriminatory rules for the timing,
form  and  amount  of  contributions to Special Accounts and may, at its option,
permit  Special  Accounts  by  Employees  who  are  not Active Participants in a
uniform  and  nondiscriminatory  manner.

     9.7     EXPENSES  ATTRIBUTABLE  TO  SPECIAL  ACCOUNTS

     Any  expense specifically attributable to maintenance of a Special Account,
to  the  extent not paid by the Employer, shall be paid by the Trustee from Plan
assets.  In  such  event,  the  Administrator  shall  charge  the expense to the
Special  Account  to  which  the  expense  is  attributable.

              ARTICLE 10 - LOANS TO PARTICIPANTS AND BENEFICIARIES

     10.1     AVAILABILITY  OF  LOANS  TO  PARTICIPANTS  AND  BENEFICIARIES

     The  Trustee  shall, upon direction by the Committee, lend a Participant or
Beneficiary who is a Party In Interest as defined in ERISA Sec. 3(14) the amount
from  the  Trust fund to which he qualifies pursuant to Sec.10.2.  No loan shall
be  made  in an amount less than one thousand dollars ($1,000).  The Participant
is  limited  to  two  (2)  outstanding  loans  at  any  given  time.


<PAGE>
     10.2     LOAN  PROCEDURE

     A.     All  loans  shall  be subject to the approval of the Committee which
shall  evaluate each application for a loan.  An application for a loan shall be
in  writing  on  a  form  provided  by  the  Plan.  All loans shall be made on a
reasonably  equivalent  basis  to  all  persons  eligible  for  such  loans.

     B.     Loans  shall  be  approved  or  denied on the basis of the following
factors:

          1.     Creditworthiness  of  the  loan  applicant.

          2.     The amount and kind of security tendered to secure repayment of
the  loan.  The  collateral  which  the  Committee  may accept as security for a
Participant  loan  shall  not  be  limited,  and  may  include mandatory payroll
deductions.

          3.     Ability  of  the  loan  applicant  to  repay  the  loan.

          4.     The  ability  of  the  Plan  to  secure  repayment  from  the
Participant's  vested  interest  in  the  Plan  without  delay.

          5.     Repayment  history  on  previous  loans  taken  from  the Plan.

     C.     In  the  event  a  payment is not made when due, the Committee shall
inquire  as to the reason for nonpayment.  The Committee shall attempt to obtain
voluntary  repayment  from the Participant or Beneficiary.  In the event payment
is more than six (6) months delinquent, the Committee shall consider the loan to
be  in  default.  If the Participant is unable to cure the default at that time,
but  is reasonably certain to be able to cure the default within six (6) months,
the  Committee  may  delay  foreclosure  on  any  security for the loan.  If the
Participant has the ability to repay but refuses to repay the loan, or it is not
reasonably certain that a default can be cured within six (6) months, and in any
event  after twelve (12) months, the Committee shall proceed to foreclose on the
security  held  for  the  loan  in  the  following  order  of  priority:

          1.     That  portion  of the Participant's vested interest in the Plan
which  is  capable  of  being  distributed;  and  then

          2.     Any  other  assets  held  as security for the loan (except that
portion of the Participant's vested interest in the Plan which is not capable of
being  distributed).

     10.3     LOAN  PROVISIONS

     In  addition  to such rules and regulations as the Committee may adopt, all
loans  shall  comply  with  the  following  terms  and  conditions:

     A.     Each  loan shall be adequately secured.  Except as provided below or
in  the  loan documents, each loan shall automatically and without the necessity
of  any  further documentation be secured by one-half (1/2) of the Participant's
vested  interest  in  the  Plan.  A  loan  made  after October 18, 1989 shall be
secured  by  no more than one-half (1/2) of the Participant's vested interest in
the  Plan.  Generally,  loans  made to Owner-Employees and Shareholder-Employees


<PAGE>
constitute  prohibited  transactions.  A  loan made to an Owner-Employee or to a
Shareholder-Employee  shall  not be secured by the Participant's interest in the
Plan  despite  any  provision  to  the  contrary  in  the  loan  documents.  An
OWNER-EMPLOYEE  is an Employee who owns the entire interest in an unincorporated
trade  or  business,  or,  in the case of a partnership, a partner who owns more
than 10% of either the capital interest or profits interest in such partnership.
SHAREHOLDER-EMPLOYEE  is an employee or officer of a Subchapter S corporation as
defined  in Code Sec. 1379, as in effect on the day before the date of enactment
of  the  Subchapter  S  Revision  Act  of  1982.

     The  Plan  may not offset the amount of any loan made after August 19, 1985
against  benefits  due  to  a  Plan  Participant unless the election and consent
requirements  of Sec.Sec.6.5 and 6.6, if applicable, are met.  A consent that is
obtained  from  the  Participant's  then  Spouse, or from the Participant if the
Participant  is  single,  shall satisfy the consent requirements even though the
Participant  is  married to a different Spouse at the time of the set-off.  Such
consent  shall be obtained within the ninety (90) day period prior to the making
of  the loan.  For purposes of calculating the Qualified Pre-retirement Survivor
Annuity  as defined in Sec.6.5, any security interest held by the Plan by reason
of  a  loan outstanding to the Participant hereunder shall be taken into account
and,  if  there is a default of the loan, then the Participant's non-forfeitable
Accounts  shall  first be reduced by such security interest prior to calculating
the  Qualified Pre-retirement Survivor Annuity.  A new consent shall be obtained
if  there is a change in the terms or conditions of the loan which increases the
amount  of the Account which is security for the loan.  If less than one hundred
percent  (100%)  of  the  Participant's vested Account balance is payable to the
Surviving  Spouse,  then the Account balance shall be adjusted by first reducing
the  vested  Account  balance by the amount of the security used as repayment of
the  loan,  and  then  determining  the benefit payable to the Surviving Spouse.

     B.     Each  loan  shall  bear a reasonable rate of interest.  The interest
rate  charged  shall  be the prevailing rate charged by commercial lenders for a
loan  of  similar  duration,  repayment  terms,  and  security.

     C.     Each  loan  shall  be supported by the borrower's promissory note in
the  amount  of  the  loan.

     D.     Code  Sec.  72  provides  that  a loan shall be treated as a taxable
distribution,  except:

          1.     To  the extent such loan does not exceed i) the lesser of fifty
thousand  dollars  ($50,000) reduced by the highest outstanding balance of loans
from  the Plan or any plan of the Employer during the one (1) year period ending
on  the date the loan was made; ii) the greater of one-half (1/2) of the present
value  of  the  non-forfeitable  accrued  benefit  of the Employees; or iii) ten
thousand  dollars  ($10,000);  and

          2.     Such  loan  either  i)  by  its  terms is required to be repaid
within  five  (5)  years  or ii) the loan was used to acquire any dwelling which
within  a  reasonable  time  is  to  be  used  as the principal residence of the
Participant;  and

          1.     Such  loan  provides for substantially level amortization (with
payments  not  less  frequently  than  quarterly)  over  the  term  of the loan.


<PAGE>
     E.     Loan repayments will be suspended under this Plan as permitted under
Internal  Revenue  Code  Sec.  414(u)(4).

     10.4     LOAN  DEFAULT  AS  DISTRIBUTABLE  EVENT

     If  this Plan is a Discretionary Contribution Plan, the existence of a loan
default  shall  be  a distributable event.  The Participant's vested interest in
the  Plan  is  capable  of  being  distributed  at  any  time  for  purposes  of
Sec.10.2(C)(1).  This provision shall not apply to i) Elective Deferral Accounts
or  ii)  Discretionary Contribution or Matching Contribution Accounts subject to
the  distribution  restrictions  of  Sec.1.62.

     10.5     AUTHORITY  OF  COMMITTEE  TO  AMEND

     The  Committee  may  amend  the  provisions  of  this Article by a separate
document  (such as a statement of loan procedures or a Summary Plan Description)
which  shall  be  considered to be part of the Plan document.  The provisions of
this  Article  shall  apply  only  to  the extent not inconsistent with any such
separate  document.

                     ARTICLE 11 - ADMINISTRATION OF THE PLAN

     11.1     COMMITTEE  APPOINTMENTS

     A.     The  Employer  shall  appoint  a  Committee  of  one  or  more  Plan
fiduciaries  to be known as the Committee.  Committee members shall serve at the
pleasure  of  the  Employer.  Vacancies on the Committee arising by resignation,
death,  removal, or otherwise shall be filled by the Employer.  In the event the
Employer fails to appoint a Committee, the Employer shall be the Committee.  The
Employer  shall  have  no responsibility for the operation and administration of
the Plan unless and to the extent that it is the Committee or the Administrator.
Committee  members  are  "named fiduciaries" as defined in ERISA Sec. 402(a)(2).

     B.     In the event that the Employer determines that i) a Committee member
has  or  may  have a conflict of interest with respect to a responsibility under
the Plan; ii) a Committee member is unable to serve for a period of time or with
respect to certain matters; or iii) if for any other reason the Employer desires
to  replace a Committee member for a period of time or with respect to a certain
matter,  the  following  rules  shall  apply:

          1.     The  Employer  shall notify the current Committee member of the
decision  to  replace  him with a substitute fiduciary for the period of time or
with  respect  to  certain  matters.

          2.     The  Employer  shall  select  a  person to assume the specified
responsibilities  of  that Committee member.  The Employer shall not be required
to  designate  the same number of substitute fiduciaries as the number for which
the  substitutes  will  act.  For  example,  a  single  substitute fiduciary may
replace  three  Committee  members.

          3.     Upon  acceptance  of  the  delegation, the substitute fiduciary
shall  become  a  Committee member for all purposes of this Plan for the time or
with  respect  to  the  matter  for  which  he  is appointed (whether or not the
delegation  specifically  refers  to  the  substitute  as  a  Committee member).


<PAGE>
          4.     The  substitute  fiduciary shall be a named fiduciary under the
terms  of  the  Plan  with respect to the time or with respect to the matter for
which  he  is  appointed  including,  if  applicable,  a  named  fiduciary  with
discretion to direct the Trustees as to the management and control of the assets
of  the  Plan.

          5.     The  notifications  and  acceptances  required hereunder may be
oral  or  in  writing.

     11.2     COMMITTEE  RESPONSIBILITY

     The  Committee shall have the authority to control and manage the operation
and  administration  of  the  Plan.  The  Committee shall have the discretionary
authority  to determine eligibility for benefits including the level of benefits
and  the  discretionary  authority  to  construe  the  terms  of  the Plan.  The
Committee  shall  make  such  rules,  regulations,  interpretations of the Plan,
findings  of  fact,  and  computations,  and  shall  take  such  other action to
administer  the Plan as the Committee deems appropriate.  The Committee shall at
all  times  discharge  its  duties  in  accordance  with  its  fiduciary
responsibilities.

     11.3     COMMITTEE  BUSINESS

     The  Committee  shall  meet as often as necessary or desirable to carry out
its  obligations  hereunder.  Meetings  may  be called by the Employer or by any
member  of the Committee.  The Secretary shall give each member of the Committee
at  least  five  (5)  days'  written  notice  of the time and place of meetings.
Notice  is  waived  by  any member who attends a meeting or executes a waiver of
notice.  A  majority  of the Committee shall be necessary to constitute a quorum
for  the  transaction of business at a meeting, and an action of the majority of
the members present at any meeting at which there is a quorum shall constitute a
valid Committee action.  The Committee may also act by a majority of its members
in writing without a meeting.  A Secretary appointed by the Committee shall keep
a record of its proceedings.  A copy of said record shall be kept on file at the
principal  office  of  the  Administrator  of  the  Plan.

     11.4     COMMITTEE  MEMBERS  WHO  PARTICIPATE  IN  THE  PLAN

     A  member  of  the  Committee  who  is  a Participant shall not vote on any
questions  relating specifically to himself if there are other Committee members
available  to  vote  who  do  not  have  the  same  conflict  of  interest.

     11.5     DESIGNATION  OF  A  FUNDING  POLICY

     The  Committee  shall  establish  a funding policy and method for the Plan.

     11.6     PROCEDURE  BY  WHICH  THE  COMMITTEE  MAY  ALLOCATE  AND  DELEGATE
RESPONSIBILITIES

     The  Committee may enter into contracts on behalf of the Plan and Trust for
the provision of the services which the Plan may require in the normal course of
its  operation.  The  contracts  shall  constitute  a  delegation  of  fiduciary
responsibility  to  the extent the duty being assumed is


<PAGE>
fiduciary  in nature. A full-time Employee of the Employer shall not be eligible
to  receive  any  fees  from  the  Plan.

     11.7     ADMINISTRATOR

     The  Employer shall be the Administrator unless the Employer delegates that
function to another entity in writing, and such entity accepts the delegation in
writing.

     11.8     PARTICIPATING  EMPLOYER

     In  the  event an employer, other than the first-named Employer in Sec.1.7,
adopts  this  Plan  and  thus  becomes an Employer under the Plan, such Employer
shall  be  deemed  to  have  irrevocably  appointed  the first-named Employer in
Sec.1.7  as  its agent to appoint the Trustee and Committee members, to amend or
terminate  the Plan, and to take any other action which the Employer is required
or  permitted  to  take  under  the  terms  of  this  Plan.

     11.9     SERVICE  IN  MORE  THAN  ONE  CAPACITY

     Any  person  may  serve in more than one fiduciary capacity under the Plan.

     11.10     CONTRACTUAL  RIGHT  TO  CONTRIBUTION  AND  INDEMNITY

     Each fiduciary and service provider under the Plan shall have a contractual
right  to contribution and/or indemnity against each other fiduciary and service
provider  in  accordance  with  the  laws  of  the state described in Sec.13.10.

     11.11     CLAIMS  PROCEDURE

     A.     A  Participant (which term shall include the Participant's heirs and
any  person  claiming  benefits  on  account  of a Participant) shall not have a
legally  enforceable  right  to  benefits  from  the  Plan  until and unless the
Participant  has  submitted  a  written  claim  therefor  and  has exhausted the
administrative remedies set forth herein.  The Administrator shall grant or deny
a  claim  within  ninety  (90)  days  after  the  claim is filed, unless special
circumstances  require  an  extension  of time for processing the claim in which
case  an  extra  ninety  (90)  days  shall be allowed.  If special circumstances
exist,  the  Participant  shall  be  notified within the initial ninety (90) day
period of the special circumstances requiring an extension and the date by which
the  Plan  expects  to  render  a  final  decision.

     B.     The  Administrator may waive the requirement that a written claim be
filed  by  notifying  the  Participant of the benefit to which the Administrator
determines  the  Participant  is  entitled.

     C.     The granting of a claim in response to a written request pursuant to
subsection  (A)  or  without  a written request pursuant to subsection (B) shall
constitute  a  denial  of  claims  in excess of the amount of the claim allowed.


<PAGE>
     D.     The  notice  that  a  claim has been denied (except under subsection
(C))  shall explain the basis for the determination (with reference to pertinent
Plan  provisions),  explain any need for additional information, and explain the
Plan's  claims  review  procedure.

     E.     A  claimant  may  appeal  the  determination by submitting a written
petition  for review to the Committee within one hundred eighty (180) days after
the  notice  of  denial  has been sent to the claimant.  The petition for review
shall  state in clear, concise terms the reason or reasons for disagreement with
the  claim  determination.  In  the  course  of such review, the claimant or his
representative  may review pertinent documents and submit issues and comments in
writing  to  the  Committee.

     F.     If  the  Committee elects not to hold a hearing, the Committee shall
proceed  with  the  review  and  render  a  decision  within  sixty (60) days of
receiving  the  petition.  If  the  Committee  elects  to  hold  a  hearing, the
Committee  shall  fix a date for the hearing no later than fifty (50) days after
receiving  the petition and advise the claimant by certified mail, postmarked no
less than ten (10) days prior to the date of the hearing, of the time, place and
date  of  such  hearing.  The  claimant  shall  also  be advised of his right or
obligation  to  be  present,  to present witnesses on his behalf, and to present
such  evidence  as  in his opinion may best be designed to support his petition.
The  Committee  is expressly empowered to require the attendance of the claimant
at  a  hearing  and  to  require  the claimant to testify or produce evidence or
information within his control concerning his claim.  The Committee shall render
its decision in writing within ten (10) days after such hearing.  The time for a
decision  may  be  extended  to  one  hundred  twenty  (120)  days  in  special
circumstances,  if  the  Participant  is  so  notified.

     G.     In  the  event  a  Participant  fails to avail himself of the claims
review  procedure  within  the allotted time, the initial determination shall be
binding  and  final  upon  the  Participant  and  every  other interested party.

     H.     The  decision  of the Committee shall be final, unless such decision
constitutes  an  abuse  of discretion.  This claims procedure shall apply to and
include  any  and  all  claims  to benefits and any claim or right asserted with
respect  to  the  Plan (including, but not limited to, claims or rights asserted
under  the  terms  of  the  Plan,  under the Internal Revenue Code, or under the
Employees  Retirement Income Security Act of 1974, as amended from time to time)
regardless of the basis asserted for the claim and regardless of when the act or
omission  upon  which  the  claim  is  based  occurred.

     11.12     INVESTMENT  IN  EMPLOYER  SECURITIES

     The  Plan  may  acquire  and  hold  up to one hundred percent (100%) of its
assets  in  qualifying employer securities as that term is defined in ERISA Sec.
407(d)(5).  It  is  intended  thereby  that  the  Plan be an eligible individual
account  plan as defined in ERISA Sec. 407(d)(3), and eligible for the exception
set forth in ERISA Sec. 407(b)(1) to the ten percent (10%) limitation on holding
qualifying  employer securities set forth in ERISA Sec. 407(a)(2).  This section
shall  not  apply  if  any  benefits payable hereunder are taken into account in
determining  the  benefits  payable  to  a Participant under any defined benefit
plan.


<PAGE>
     Notwithstanding  the  above, the Plan shall not acquire qualifying employer
securities  except as a result of matching contributions made by the Employer in
such  form.

                     ARTICLE 12 - AMENDMENT AND TERMINATION

     12.1     RIGHT  TO  AMEND

     The  Employer  reserves  the right to amend the Plan or Trust in writing to
any  extent  and  in  any  manner  that  it  may  deem advisable, subject to the
exceptions  set  forth  below.  Such  amendment  shall  be  deemed  adopted when
executed  by  an  expressly  authorized  representative  of  the  Employer.  No
amendment:

     A.     Shall  cause  or  permit  any part of the principal or income of the
Trust  to  revert  to  the  Employer  or  to be used for, or be diverted to, any
purpose  other  than  the  exclusive  benefit  of  the  Participants  or  their
Beneficiaries,  except to the extent provided in Sec.13.7, unless such amendment
is  permitted  by  rules  applicable  to  qualified  plans;

     B.     Shall  change  the  duties or liabilities of the Trustee without its
consent  to  such  amendment;  or

     C.     Shall  decrease  a  Participant's  Account  balance  or eliminate an
optional  form  of distribution with respect to benefits attributable to service
before  the  amendment.  Notwithstanding the preceding sentence, a Participant's
Account  balance  may  be  reduced  to  the  extent  permitted  under  Code Sec.
412(c)(8).

     12.2        RIGHT OF EMPLOYER TO TERMINATE OR FREEZE THE PLAN; REACTIVATION

     A.     The  Employer  has  established  the  Plan  with  the  intention and
expectation  that  the  Plan  will continue indefinitely.  However, the Employer
shall be under no obligation to continue its contributions to or to maintain the
Plan  for  any  given  length  of  time,  and  may  completely  discontinue  its
contributions (i.e., freeze) or terminate the Plan at any time without liability
to  any  person.

     B.     At  any time after the termination or freeze of the Plan, but before
the  distribution  of  all  Plan  assets, the Employer may by written resolution
reactivate  the  Plan.  The  reactivation  shall  be  completely  retroactive,
partially  retroactive,  or  prospective  only  as  specified in the resolution.

     12.3     IMMEDIATE  VESTING  ON  DISCONTINUANCE  OF  THE  PLAN

     In  the  event  of  partial  termination  of  the  Plan, the balance of the
Accounts  of  the  Participants affected by the partial termination shall become
fully  vested and non-forfeitable.  In the event of the termination of the Plan,
or  in  the  case  of  the  complete  discontinuance  of  contributions  to  a
Discretionary  Contribution  Plan,  the balance of the Accounts of all Employees
shall  become  fully  vested  and non-forfeitable to the extent required by Code
Sec.  411(d)(3).  The  balance  in  any Account which has already been forfeited
shall  be  allocated  in  the  proportion  that Employer contributions were last
allocated  under  the  Plan  (but  taking into account only Participants who are
employed  on the day on which the Plan is terminated).  Any amount in a


<PAGE>
Suspense  Account  which  cannot  be  allocated shall revert to the Employer. No
amounts  shall  be  allocated under this section which exceed the limitations of
Sec.4.4.

     12.4     DATE  OF  TERMINATION  OR  FREEZE  OF  THE  PLAN

     The  Plan  shall  terminate  or  become frozen upon the date specified in a
written notice by the Employer of the termination or freeze of the Plan.  In the
event  this Plan is a Fixed Contribution Plan, the Plan shall become frozen upon
the  date  the  contribution  formula  is  amended  to  a  zero  contribution.

     12.5     DISTRIBUTION  OF  ASSETS  OR  PAYMENT  OF  BENEFITS  AFTER  PLAN
TERMINATION  OR  FREEZE

     The  Employer  shall  choose  one of the following methods for distributing
assets  or  paying  benefits  after  Plan  termination  or  freeze:

     A.     The  assets of the Trust may be paid out as soon as administratively
reasonable  after  Plan  termination;

     B.     The  assets of the Trust may be retained and paid out as provided in
Article  6,  in  which  case  the  Plan  shall  become  a  Frozen  Plan;  or

     C.     Each  Participant  may be given an election to commence to receive a
distribution  of  his  benefit  or  to have his benefit retained and paid out as
provided  in  Article 6.  The Plan shall become a Frozen Plan as to any retained
benefits.

     In the event the Employer selects option (B) or (C), the Employer may later
select  option  (A)  and  cause  the  Plan  to  become  a  Terminated  Plan.

     12.6     MERGERS  AND  CONSOLIDATIONS

     In  the event that the Plan and Trust merge or consolidate with or transfer
its  assets or liabilities to any other qualified plan of deferred compensation,
no  Participant  herein  shall,  solely because of such merger, consolidation or
transfer,  be entitled to a benefit on the day following such event that is less
than  the benefit to which he was entitled on the day preceding such event.  For
the  purpose  of  this  Section,  the benefit to which a Participant is entitled
shall  be  calculated based upon the assumption that a Plan termination occurred
on  the  day  as  of  which the amount of the Participant's entitlement is being
determined,  but  without taking into account any special allocation which might
be  made  pursuant  to  Sec.12.3  solely  because  of  a  Plan  termination.

                      ARTICLE 13 - MISCELLANEOUS PROVISIONS

     13.1     GENDER  AND  NUMBER

     The  masculine  gender  shall  include  the feminine and the singular shall
include  the  plural.


<PAGE>
     13.2     NECESSARY  ACTS

     All  persons claiming any interest hereunder shall perform any and all acts
and  execute  any  and  all  documents  or  papers requested by the Committee or
Administrator  which  may be necessary or desirable for the carrying out of this
Plan  or  any  of  its  provisions.

     13.3     BINDING  ON  SUCCESSORS

     This  Plan  shall  be  binding  upon the Employer, Employees, Participants,
fiduciaries,  contractors  and  upon  their  heirs,  executors,  administrators,
successors  and  assigns.

     13.4     EMPLOYMENT AT WILL; CONSTRUCTION AS CONTRACT; EFFECT ON EMPLOYMENT

     A.     Except  as expressly and unequivocally provided to the contrary in a
written  agreement  between the Employer and Employee, the Employer reserves the
right  to  discharge any Employee at any time for any reason whatsoever, with or
without  good  cause.  This  Plan  shall  not be deemed to constitute a contract
between  the  Employer  and  any  Participant  or  to  be  a consideration or an
inducement for the employment of any Participant or Employee.  The rights of the
Participants  (and  their  Beneficiaries hereunder) shall not be deemed contract
rights, but rights as beneficiaries of an employee benefit trust, subject to the
rules applicable to such trusts.  Neither the existence of the Plan nor anything
contained  in  this Plan shall be deemed to give any Participant or Employee the
right to be retained in the service of the Employer, to obligate the Employer to
afford  an  Employee the right to earn a specific number of Hours of Service, or
to  interfere  with  the  right  of the Employer to discharge any Participant or
Employee  at  any  time  regardless of the effect which such discharge will have
upon  him  as  a  Participant  of  this  Plan.

     B.     No  person  may  discharge,  fine,  suspend,  expel,  discipline  or
discriminate  against  a  Participant or Beneficiary for exercising any right to
which  he  is entitled under the provisions of the Plan, the Employee Retirement
Security  Income  Act  of  1974,  as  amended  from time to time (ERISA), or the
Welfare and Pension Plans Disclosure Act, or for the purpose of interfering with
the  attainment of any right to which such Participant may become entitled under
the Plan, ERISA, or the Welfare and Pension Plans Disclosure Act.  No person may
discharge,  fine,  suspend,  expel or discriminate against any person because he
has  given information or has testified or is about to testify in any inquiry or
proceeding  relating  to  ERISA or the Welfare and Pension Plans Disclosure Act.

     13.5     ASSIGNMENT  PROHIBITED;  EXCEPTIONS

     A.     Plan benefits may not be anticipated, assigned, alienated or subject
to attachment, garnishment, levy, execution or other legal or equitable process,
but (with the exception of funds in a deductible voluntary contribution account)
may  be  used  to  secure  a loan to a Participant pursuant to Sec.10.3(A) or to
secure  a repayment obligation under Regulation Sec. 1.401-4, but only the funds
specifically  subject  to  a  repayment  obligation  may  be used to secure such
obligation.

     B.     The  preceding subsection shall apply to the creation, assignment or
recognition  of  a  right  to  any benefit payable with respect to a Participant
pursuant  to a domestic relations order, unless such order is determined to be a
Qualified  Domestic  Relations  Order  or  any  domestic relations order entered
before  January  1,  1985,  if  payment  of  benefits  pursuant to the order has


<PAGE>
commenced  as of such date.  If payment of benefits has not commenced as of such
date,  the  Administrator may treat an order entered before January 1, 1985 as a
Qualified  Domestic  Relations  Order  even  though the order does not otherwise
satisfy  the  requirements  of  a  Qualified  Domestic  Relations  Order.

     C.     The following procedures shall apply to the determination of whether
a  domestic  relations  order qualifies as a Qualified Domestic Relations Order,
except  as  supplemented or provided to the contrary in a written policy adopted
by  the  Committee:

          1.     Upon  receipt  of a domestic relations order, the Administrator
shall provide a copy of these procedures to the Participant or Beneficiary named
in  the  order  and  to  any  Alternate  Payee  named  in  the  order.

          2.     The  Administrator  shall notify the Participant or Beneficiary
that  the  Plan  intends  to determine whether the domestic relations order is a
Qualified  Domestic  Relations  Order,  and  shall  notify  the  Participant  or
Beneficiary  of  his  right  to  object  to the domestic relations order's being
determined  to be a Qualified Domestic Relations Order.  The Plan shall not make
a  determination  that an order is a Qualified Domestic Relations Order until at
least  thirty (30) days after the Participant or Beneficiary receives the notice
specified  above.  Upon  request,  the  Plan  shall  provide  the Participant or
Beneficiary  with  a  copy  of  the  domestic  relations  order.

          3.     The Administrator may refer the domestic relations order to the
Committee  or  to  legal  counsel for the Plan to determine whether the domestic
relations order is a Qualified Domestic Relations Order.  Any such determination
shall  be  conclusive,  unless  it is determined to be arbitrary and capricious.
The  determination  shall  be communicated to the Participant or Beneficiary and
the  Alternate  Payee.

          4.     A  determination  that  a  domestic  relations  order  is not a
Qualified  Domestic  Relations  Order  shall be made in writing, shall state the
specific portions of the order to which the Plan objects, and shall indicate any
corrective action that may cause a revised order to be accepted by the Plan as a
Qualified  Domestic  Relations  Order.

          5.     Nothing  herein  shall  preclude  the  Plan  from  engaging  in
informal  contact  or  negotiations  with  an Employee, Beneficiary or Alternate
Payee  with  respect  to  a Qualified Domestic Relations Order, either before or
after  a domestic relations order is entered.  However, the procedures set forth
above  shall  be  invoked  if  any  such  informal  procedures reach an impasse.

     D.     Section  13.5(A)  shall  not  apply to any offset of a Participant's
benefits  if:

          1.     The  amount  to  be  offset  is  owed  under  i)  a judgment of
conviction  for  a  crime involving the Plan, ii) a civil judgment in connection
with  a violation or alleged violation of part 4 subtitle B or title I of ERISA,
or  iii)  a  settlement  agreement between the Secretary of Labor or the Pension
Benefit  Guaranty Corporation and the Participant in connection with a violation
or  alleged  violation  of  part  4  subtitle  B  or  title  I  of  ERISA;


<PAGE>
          2.     The  judgment,  order decree, or settlement agreement expressly
provides  for  the  offset;  and

          3.     If  Section  6.5  requires the payment of a Survivor Annuity to
the  Participant's spouse, either i) such spouse has consented in writing to the
offset, ii) such spouse is required in the judgment, order, decree or settlement
to pay an amount to the Plan, or iii) such spouse retains the right to receive a
survivor  annuity  under  the  Joint  and  Survivor  Annuity.

     13.6     ACCRUAL  OF  RIGHTS  UNDER  THE  PLAN

     No Participant or Beneficiary shall have any right or claim to any asset of
the  Trust  or to any benefit under the Plan or any amendment thereto before the
Internal  Revenue  Service  determines  that the Plan and Trust or any amendment
thereto  qualifies  under  the  provisions of Code Sec. 401(a) or any statute of
similar  import, or if later, before the last day of the Plan Year for which the
Plan  and Trust or amendment is effective.  Benefits accrue for a Plan Year only
at  the  end  of  such  Plan Year and may be defeated by an amendment, freeze or
termination  of the Plan occurring at any time prior to the last day of the Plan
Year.

     13.7     REVERSION  PROHIBITED;  EXCEPTIONS

     A.     Except  as  provided  in Sec.12.3 and below, the assets of the Trust
shall  never  inure  to  the  benefit  of the Employer and shall be held for the
exclusive  purpose  of  providing benefits to Participants and Beneficiaries and
defraying  reasonable  expenses  of  administering  the  Plan.

     B.     A  contribution  which  is made by the Employer by a mistake of fact
shall  be  returned  to  the  Employer.

     C.     Contributions  made to the Plan by the Employer are conditioned upon
the  initial  qualification  of  the  Plan  under Code Sec. 401, and if the Plan
receives an adverse determination letter, the contributions shall be returned to
the  Employer, but only if the application for the determination letter was made
by  the  time prescribed by law for filing the Employer's return for the taxable
year  in  which the Plan was adopted, or such later date as the Secretary of the
Treasury  may  prescribe.

     D.     Contributions  made to the Plan by the Employer are conditioned upon
the deductibility of the contribution under Code Sec. 404, and shall be returned
to  the  Employer  to  the  extent  the  contribution  is  disallowed.

     E.     In  the  case  of  a contribution which would otherwise be an excess
contribution  under  Code  Sec. 4972(b), a correcting distribution shall be made
with  respect  to  such contribution from the Plan to the Employer to the extent
permitted  in  such  section  to  avoid  payment  of  an  excise  tax  on excess
contributions  under  such  section.

     F.     Notwithstanding  subsections  (B),  (C)  or  (D),  the return to the
Employer of the amount involved must be made within one (1) year of the mistaken
payment  of  the  contribution,  the  date  of  denial  of qualification, or the
disallowance  of  the  deduction,  as  the  case  may  be.


<PAGE>
     13.8     TAXES

     All  taxes  of whatever nature that may be levied or assessed under present
or future laws with respect to the Plan by any jurisdiction shall be paid by the
Trustee  from  the  Plan  assets.  However,  any  taxes that are chargeable to a
Participant  shall  be  paid by him or charged against his Account.  In no event
shall  the  Employer,  Administrator,  Committee members or the Trustee bear any
responsibility  or  liability with respect to the taxability to a Participant or
Beneficiary  of any distribution as a result of the method of payment, or of any
advice  rendered  with  respect  thereto.

     13.9     PLAN  DOCUMENT  GOVERNS

     The  Plan,  together with any formal written amendments adopted pursuant to
Sec.12.1,  shall  govern  the  rights  and  obligations  of  the  Participants,
Beneficiaries,  fiduciaries  and  Employer.  The  Plan  may  not  be  varied  or
supplemented by any written document or statement which does not comply with the
requirements  of  Sec.12.1 and the same shall be of no force and void.  Under no
circumstance  shall any custom, oral agreement or oral statement vary or add any
provision  to  the  Plan  and  the  same  shall  be  of  no  force  and  void.

     13.10     INTERPRETATION

     The  Plan  shall be interpreted in accordance with the laws of the state in
which  the  principal  office  of  the  Employer  is  located.  If more than one
Employer has adopted the Plan, for the purpose of this Section the term EMPLOYER
means  the  Employer  first  named  in Sec.1.7.  The Plan shall in all events be
interpreted  in  such  manner  as  to meet the qualification requirements of the
Internal  Revenue  Code.

     13.11     FEES  AND  EXPENSES

     All  fees and expenses incurred for services and goods provided to the Plan
or  Trust shall be the liability of and be paid by the Plan.  The Employer shall
be  jointly  liable  to  third  parties for payment of such fees and costs.  The
Employer  may  voluntarily reimburse the Plan for any of the fees or costs.  Any
such  reimbursement  shall  not  be  considered  an  Employer  contribution.

     13.12     EXPENSES  OF  DIVISION  OF  ACCOUNT  BALANCE

     If  the  Plan incurs any expense (including attorneys' fees) as a result of
the  joinder  of  the  Plan  in  any  divorce,  dissolution, separation or other
proceeding  in which the Account of a Participant is or could have been divided,
the  Plan  Administrator shall charge the expenses incurred in the proceeding or
incurred  as the result of a division of the Account to the Accounts involved in
the  proceeding.

     13.13     UNIFORMED  SERVICES  EMPLOYMENT  AND  RE-EMPLOYMENT  RIGHTS  ACT

     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  Internal  Revenue  Code  Sec.  414(u).

     13.14     EFFECTIVE  DATES


<PAGE>
     If  i)  this  amendment  is  adopted  in  order  to conform the Plan to the
provisions  of  the  Uruguay Round Agreements Act (GATT), the Uniformed Services
Employment and Re-employment Rights Act of 1994 (USERRA), the Small Business Job
Protection  Act  of  1996  (SBJPA) and the Taxpayer Relief Act of 1997 (TRA '97)
(and  other  laws, regulations and rulings to which the Employer is permitted to
conform  the  Plan  at the same time), and ii) no effective date is specifically
provided for a provision, then the various provisions of this amendment shall be
effective  as  follows:

     A.     Changes  required by the GATT, USERRA, SBJPA, and TRA '97 (and other
laws,  regulations and rulings to which the Employer is permitted to conform the
Plan  at  the  same  time) shall be effective as required by the respective act,
law,  regulation  or  ruling.

     B.     The  change  amending "three thousand five hundred dollars ($3,500)"
to  "five  thousand  dollars  ($5,000)"  shall  be  effective  on  July 1, 2001.

     C.     The  change  amending  the  definition  of  "eligible  rollover
distribution"  to  exclude  "hardship  distribution"  shall be effective July 1,
2001.

     D.     Changes which are not required, but which result from the amendment,
shall  be  effective on the first day of the Plan Year in which the amendment is
adopted.


<PAGE>
                             INDEX OF DEFINED TERMS

Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Active Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Actuarial Equivalent. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Allocation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
Alternate Payee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Annual Additions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
Annuity Starting Date . . . . . . . . . . . . . . . . . . . . . . . . . .  42
Applicable Calendar Year. . . . . . . . . . . . . . . . . . . . . . . . .  50
Applicable Life Expectancy. . . . . . . . . . . . . . . . . . . . . . . .  50
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Break in Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Date of Adoption. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Defined Contribution Plan . . . . . . . . . . . . . . . . . . . . . . . .   2
Designated Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . .   2
Determination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
Discretionary Contribution Account. . . . . . . . . . . . . . . . . . . .  13
Discretionary Contribution Plan . . . . . . . . . . . . . . . . . . . . .   2
Distribution Calendar Year. . . . . . . . . . . . . . . . . . . . . . . .  50
Earliest Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . .  41
Earned Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Effective Date of the Plan. . . . . . . . . . . . . . . . . . . . . . . .   1
Election Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Employee Representatives. . . . . . . . . . . . . . . . . . . . . . . . .  23
Employer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Employer Contribution Account . . . . . . . . . . . . . . . . . . . . . .   5
Entry Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Equivalent Alternative Compensation Amount. . . . . . . . . . . . . . . .   4
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Fixed Contribution Plan . . . . . . . . . . . . . . . . . . . . . . . . .   2
Forfeiture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Frozen Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
Highly Compensated Active Employee. . . . . . . . . . . . . . . . . . . .   6
Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . .   6
Highly Compensated Former Employee. . . . . . . . . . . . . . . . . . . .   6
Holding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Immediately Distributable . . . . . . . . . . . . . . . . . . . . . . . .  43
Initial Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Key Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Leased Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Leasing Organization. . . . . . . . . . . . . . . . . . . . . . . . . . .   5
Life Expectancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
Limitation Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
Lump Sum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Normal Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Participant's Benefit . . . . . . . . . . . . . . . . . . . . . . . . . .  50
Permissive Aggregation Group. . . . . . . . . . . . . . . . . . . . . . .  12
Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
Present Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
Qualified Election. . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
Qualified Joint and Survivor Annuity. . . . . . . . . . . . . . . . . . .   9
Qualified Preretirement Survivor Annuity. . . . . . . . . . . . . . . . .  42
Required Aggregation Group. . . . . . . . . . . . . . . . . . . . . . . .  12
Required Beginning Date . . . . . . . . . . . . . . . . . . . . . . . . .  50
Retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Segregated Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
SelfEmployed Individual . . . . . . . . . . . . . . . . . . . . . . . . .   3
Separation from Service . . . . . . . . . . . . . . . . . . . . . . . . .   9
Shareholder-Employee. . . . . . . . . . . . . . . . . . . . . . . . . . .  60
Special Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Spouse (Surviving Spouse) . . . . . . . . . . . . . . . . . . . . . . . .  42
Suspense Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Terminated Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Top-Heavy Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
Top-Heavy Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
Valuation Calendar Year . . . . . . . . . . . . . . . . . . . . . . . . .  50
Valuation Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
Vested Account Balance. . . . . . . . . . . . . . . . . . . . . . . . . .  42
Waiver (Pre-Age 35) . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
Year of Eligibility Service . . . . . . . . . . . . . . . . . . . . . . .  10
Year of Vesting Service . . . . . . . . . . . . . . . . . . . . . . . . .  10


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                              SAFEGUARD  HEALTH  ENTERPRISES,  INC.


DATED:     June 29, 2001       By: ss/  James  E.  Buncher
                                   ---------------------------------------------
                                   James  E.  Buncher
                                   President  and  Chief  Executive  Officer



DATED:     June 29, 2001       By: ss/  Ronald  I.  Brendzel
                                   ---------------------------------------------
                                   Ronald  I.  Brendzel
                                   Senior  Vice  President  and  General Counsel


APPROVED  AS  TO  FORM:

THE  LAW  OFFICES  OF
SHARDLOW  &  VICK



By: ss/  Thomas  E.  Shardlow
   ---------------------------------------------
    Thomas  E.  Shardlow


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