<PAGE>

                                                                    Exhibit 10.7

                            AMENDMENT AND RESTATEMENT

                                     OF THE

                      ROTECH HEALTHCARE INC. EMPLOYEES PLAN







               Amendment and Restatement Effective January 1, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                     <C>
Article I               Definitions

Article II              Participation

Article III             Contributions

Article IV              Trust Fund

Article V               Members' Accounts

Article VI              Retirement and Death Benefits

Article VII             Vesting and Separation Benefits

Article VIII            Plan Administrator, Committee and Trustee

Article IX              Amendment of the Plan

Article X               Termination of Plan

Article XI              Miscellaneous Provisions

Article XII             Top-Heavy Provisions
</TABLE>

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
ARTICLE I           Definitions.............................................. 2
   Section 1.01        Affiliated Entity..................................... 2
   Section 1.02        Annual Compensation................................... 2
   Section 1.03        Beneficiary........................................... 2
   Section 1.04        Board................................................. 2
   Section 1.05        Code.................................................. 2
   Section 1.06        Committee............................................. 3
   Section 1.07        Company............................................... 3
   Section 1.08        Company Stock......................................... 3
   Section 1.09        Deferred Retirement Date.............................. 3
   Section 1.10        Direct Rollover....................................... 3
   Section 1.11        Distributee........................................... 3
   Section 1.12        Effective Date ....................................... 3
   Section 1.13        Eligible Employee..................................... 3
   Section 1.14        Eligible Rollover Distribution........................ 3
   Section 1.15        Eligible Retirement Plan.............................. 3
   Section 1.16        Employee.............................................. 4
   Section 1.17        Employer.............................................. 4
   Section 1.18        Employer Contributions................................ 4
   Section 1.19        Employment Commencement Date.......................... 4
   Section 1.20        Entry Date............................................ 4
   Section 1.21        ERISA................................................. 4
   Section 1.22        Exchange Act.......................................... 4
   Section 1.23        Hour of Service....................................... 4
   Section 1.24        Individual Account.................................... 5
   Section 1.25        Leased Employee....................................... 5
   Section 1.26        Member................................................ 5
   Section 1.27        Named Fiduciary....................................... 5
   Section 1.28        Normal Retirement Date................................ 5
   Section 1.29        Person................................................ 5
   Section 1.30        Plan ................................................. 5
   Section 1.31        Plan Administrator.................................... 5
   Section 1.32        Plan Year............................................. 6
   Section 1.33        Plans................................................. 6
   Section 1.34        Separation from Service............................... 6
   Section 1.35        Spousal Consent....................................... 6
   Section 1.36        Spouse................................................ 6
   Section 1.37        Trust Agreement....................................... 6
   Section 1.38        Trustee............................................... 6
   Section 1.39        Trust Fund............................................ 6
   Section 1.40        Valuation Date........................................ 6
   Section 1.41        USERRA................................................ 6

ARTICLE II          Participation............................................ 7
   Section 2.01        Eligibility........................................... 7
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                            <C>
   Section 2.02      Reemployed Member.........................................  7
   Section 2.03      Enrollment................................................  7

ARTICLE III       Contributions................................................  8
   Section 3.01      Employer Contributions....................................  8
   Section 3.02      Allocations...............................................  8
   Section 3.03      Maximum Annual Additions..................................  8
   Section 3.04      USERRA....................................................  9

ARTICLE IV        Trust Fund................................................... 10
   Section 4.01      General................................................... 10

ARTICLE V         Members' Accounts ........................................... 11
   Section 5.01      Individual Accounts....................................... 11
   Section 5.02      Valuation................................................. 11
   Section 5.03      Termination of Participation in Trust Fund................ 11

ARTICLE VI        Retirement and Death Benefits................................ 12
   Section 6.01      Normal Retirement......................................... 12
   Section 6.02      Retirement After Normal Retirement Date................... 12
   Section 6.03      Death of Member........................................... 12
   Section 6.04      Time for Payment of Benefits and Valuation................ 12
   Section 6.05      Plan Benefits Paid in Cash ............................... 12
   Section 6.06      Designation of Beneficiary................................ 12
   Section 6.07      Incapacity................................................ 13
   Section 6.08      Spendthrift Provision..................................... 13
   Section 6.09      Proof of Claim............................................ 14
   Section 6.10      De Minimis Benefits....................................... 14

ARTICLE VII       Vesting and Separation Benefits.............................. 15
   Section 7.01      Vesting .................................................. 15
   Section 7.02      Manner of Payment......................................... 15
   Section 7.03      Direct Rollover Transfer to Another Qualified Plan or
                     IRA ...................................................... 15

ARTICLE VIII      Plan Administrator, Committee and Trustee.................... 16
   Section 8.01      Duties and Powers of the Plan Administrator............... 16
   Section 8.02      Duties and Powers of the Committee........................ 16
   Section 8.03      Trustee................................................... 16
   Section 8.04      Administrative Expenses................................... 17
   Section 8.05      Self Interest............................................. 17
   Section 8.06      Records................................................... 17
   Section 8.07      Reports................................................... 17
   Section 8.08      Liability................................................. 17
   Section 8.09      Claims and Claims Review.................................. 17

ARTICLE IX        Amendment of the Plan........................................ 19
   Section 9.01      General................................................... 19

ARTICLE X         Termination of Plan.......................................... 20
   Section 10.01     General................................................... 20
   Section 10.02     Termination............................................... 20
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                              <C>
   Section 10.03     Termination of Employer Participation......................  20
   Section 10.04     Distribution of Trust Fund.................................  20

ARTICLE XI        Miscellaneous Provisions......................................  21
   Section 11.01     Construction...............................................  21
   Section 11.02     Limitation of Rights.......................................  21
   Section 11.03     Limitation of Liability....................................  21
   Section 11.04     Mergers and Consolidations of Plans or Transfers of
                     Assets ....................................................  21
   Section 11.05     Return of Contributions....................................  21
   Section 11.06     Gender and Number .........................................  21
   Section 11.07     Acceptance by Plan of Eligible Rollover Distributions .....  21

ARTICLE XII       Top-Heavy Provisions..........................................  22
   Section 12.01     General....................................................  22
   Section 12.02     Applicable Definitions.....................................  22
   Section 12.03     Applicability..............................................  23
   Section 12.04     Minimum Allocation.........................................  24
</TABLE>

                                       iii

<PAGE>

                      ROTECH HEALTHCARE INC. EMPLOYEES PLAN

                 Amended and Restated Effective January 1, 2003

                              W I T N E S S E T H:

     WHEREAS, effective March 26, 2002, Rotech Healthcare Inc. (the "Company")
established the Rotech Medical Corporation Employees Plan (the "Plan"), a profit
sharing plan intended to be qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS, the Plan was adopted to hold qualifying employer securities as
described in Section 407(d)(5) of ERISA and to be considered an eligible
individual account plan as described in Section 407(d)(3) of ERISA; and

     WHEREAS, the Plan was established in connection with the acquisition of the
business of Rotech Medical Corporation pursuant to the Second Amended Joint Plan
of Reorganization of Rotech Medical Corporation and Its Subsidiaries Under
Chapter 11 of the Bankruptcy Code, as confirmed by the Bankruptcy Court for the
District of Delaware on February 13, 2002 (the "Bankruptcy Plan"); and

     WHEREAS, pursuant to the Bankruptcy Plan and in connection with the
acquisition of the business of Rotech Medical Corporation, the Company
immediately and irrevocably contributed 250,000 shares of Series A Convertible
Preferred Stock of the Company to the Plan; and

     WHEREAS, Section 9.01 of the Plan provides that the Board of Directors of
the Company (the "Board") may amend the Plan at any time and from time to time;
and

     WHEREAS, the Plan was amended during December, 2002, for compliance with
the applicable requirements of the Economic Growth and Tax Relief Reconciliation
Act of 2001; and

     WHEREAS, the Board now desires to amend the Plan effective January 1, 2003,
to provide for full and immediate vesting and to change the name of the Plan to
the "Rotech Healthcare Inc. Employees Plan;"

     NOW, THEREFORE, the Board hereby adopts the Plan as follows:

<PAGE>

                                    ARTICLE I
                                   Definitions

     When used herein, the following terms shall have the following meanings
unless the context clearly indicates otherwise:

     Section 1.01 Affiliated Entity - An entity, regardless of whether or not
such entity has adopted the Plan, within the controlled or affiliated service
group of an Employer, as determined by Sections 414 (b), (c), (m) and (o) of the
Code and, solely for purposes of Section 3.03, as determined under the rules set
forth in Section 415 (h) of the Code.

     Section 1.02 Annual Compensation - The total of cash compensation including
bonuses and overtime paid to a Member by an Employer during the Plan Year
(regardless of when earned) while a Member of the Plan, and reported on the
Member's Form W-2 for income tax purposes plus all amounts not includable as
gross income by reason of Section 402 (a) (8) of the Code for deferrals made
under Section 401 (k) of the Code and all amounts not includable as gross income
under Section 125 of Section 134(f) of the Code, but excluding commissions,
reimbursement for expenses and Employer contributions paid under this Plan or
any qualified deferred compensation plan or any welfare plan, except as provided
above. In any Plan Year in which a Member was not a Member of the Plan at the
beginning of the year, his Annual Compensation shall be deemed to be
remuneration as determined above for that portion of the Plan Year during which
he is a Member.

     Notwithstanding the above, the Annual Compensation of each Member taken
into account under the Plan shall not exceed the two hundred thousand dollar
($200,000) limit under Section 401(a)(17)(A) of the Code, as such amount shall
from time to time be adjusted by the Secretary of the Treasury for increases in
the cost-of-living in accordance with Section 401(a)(17)(B) of the Code (the
"401(a)(17) Limit"). If Annual Compensation shall be determined over a period
that contains less than 12 calendar months, the annual limit on Annual
Compensation shall be an amount equal to the 401(a)(17) Limit for the calendar
year in which the period begins multiplied by the ratio obtained by dividing the
number of full months in the period by 12. Annual Compensation shall not include
earnings from an Employer during any period when an Employee was not a Member.
For the first Plan Year of a Member's participation in the Plan only, (i) if the
Member's Entry Date is January 1 of such Plan Year, such Member's Annual
Compensation shall be limited under the Plan to the full amount of the
401(a)(17) Limit, and (ii) if the Member's Entry Date is July 1 of such Plan
Year, such Member's Annual Compensation shall be limited under the Plan to
one-half of the amount of the 401(a)(17) limit. The cost-of-living adjustment in
effect for a calendar year shall apply to Annual Compensation for the
determination period that begins with or within such calendar year.

     Section 1.03 Beneficiary - The person designated to receive payments in the
event of the death of a Member, as more fully set forth in Section 6.06 hereof.

     Section 1.04 Board - The board of directors of the Company.

     Section 1.05 Code - The Internal Revenue Code of 1986, as amended from time
to time.

                                        2

<PAGE>

     Section 1.06  Committee - The Committee appointed by the Board to
administer the Plan.

     Section 1.07  Company - Rotech Healthcare Inc., a Delaware corporation, and
any successor in interest.

     Section 1.08  Company Stock - Shares of common or preferred stock of the
Company.

     Section 1.09  Deferred Retirement Date - The first day of the month
following a Member's Separation from Service on or after the attainment of the
Member's Normal Retirement Date.

     Section 1.10  Direct Rollover - A payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

     Section 1.11  Distributee - A Member, the Member's surviving Spouse and the
Member's Spouse or former Spouse who is the alternate payee under a qualified
domestic relations order as defined in Section 414(p) of the Code.

     Section 1.12  Effective Date - The Effective Date of the Plan shall be
March 26, 2002. The Effective Date of this Amendment and Restatement of the Plan
shall be January 1, 2003.

     Section 1.13  Eligible Employee - Any Employee other than (i) any Employee
who is covered by a collective bargaining agreement between employee
representatives and any Employer which does not specifically provide for
participation of the represented Employees in the Plan or (ii) a Leased
Employee.

     Section 1.14  Eligible Rollover Distribution - Any distribution of all or
any portion of the balance of a qualified pension plan (within the meaning of
Section 3(2) of ERISA) to the credit of the Distributee, except that an Eligible
Rollover Distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code; and the portion of any distribution that is not includable in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to Company Stock).

     Section 1.15  Eligible Retirement Plan - An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code or a qualified trust described in Section 401(a) of the Code,
in each case which 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. An Eligible Retirement Plan is also an annuity
contract described in Section 403(b) of the Code and an eligible plan under
Section 457(b) of the Code which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political subdivision
of a state and which agrees to separately account for amounts transferred
thereto from this Plan. The definition of "Eligible Retirement Plan" shall also
apply in the case of a distribution to a

                                        3

<PAGE>

surviving Spouse, or to a Spouse or former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of the
Code.

     Section 1.16 Employee - Any person who performs services for an Employer as
an employee including, to the extent required therein, "leased employees" within
the meaning of Section 414(n)(2) of the Code. Notwithstanding the foregoing, the
term "Employee" shall not include leased employees covered by a plan described
in Section 414(n)(5)(B) of the Code, if leased employees constitute less than
20% of the Company's non-highly compensated workforce within the meaning of
Section 414(n)(5)(C)(ii) of the Code.

     Section 1.17 Employer - The Company, and each subsidiary, or affiliate of
the Company, that shall elect to join the Plan with the approval of the Board.

     Section 1.18 Employer Contributions - The contributions made to the Plan by
or on behalf of an Employer pursuant to Section 3.01 hereof.

     Section 1.19 Employment Commencement Date - The later of the date that an
Employee (i) completes his first Hour of Service for an Employer or Affiliated
Entity, on or after the Effective Date or (ii) completes his first Hour of
Service for an Employer or Affiliated Entity following a Separation from Service
after the Effective Date, provided such person is not employed or reemployed by
an Employer or Affiliated Entity within twelve (12) months of his Separation
from Service.

     Section 1.20 Entry Date - The Effective Date and each January 1 and July 1.

     Section 1.21 ERISA - The Employee Retirement Income Security Act of 1974,
as amended from time to time.

     Section 1.22 Exchange Act - The Securities Exchange Act of 1934, as amended
from time to time.

     Section 1.23 Hour of Service - Each hour for which an Employee is directly
or indirectly paid, or entitled to payment, by an Employer for the performance
of duties during the applicable computation period; these hours shall be
credited to the Employee for the computation period or periods in which the
duties were performed.

     "Hour of Service" shall also mean each hour for which back pay,
irrespective of mitigation of damages, or vacation, holiday, illness, incapacity
(including disability), jury duty, military duty, leave of absence, retroactive
or layoff pay has been either awarded or agreed to be paid by an Employer to an
Employee for a period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated). These hours shall be
determined in accordance with the rules set forth in Department of Labor
Regulations Section 2530.200b-2(b) and shall be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement or payment is made, as
determined under rules set forth in Department of Labor Regulations Section
2530.200b-2(c). However, no more than five hundred one (501) Hours of Service
shall be credited pursuant to this paragraph for any single continuous period
described in this paragraph during which no duties are performed.

                                        4

<PAGE>

     The crediting of an Hour of Service shall be made with reference to a
particular period under either of the preceding paragraphs, but not both.

     An Employee shall receive credit for forty (40) Hours of Service per week
if (i) the Employee did not receive credit for Hours of Service pursuant to the
foregoing, (ii) it is before the Employee's Normal Retirement Date, and (iii)
the Employee is absent from work because of:

     (a)  service in the Armed Forces of the United States; or

     (b)  an authorized leave of absence for sickness, vacation or sabbatical,
          granted in writing and for a period not in excess of two (2) years, or
          a temporary layoff for less than twelve (12) months. Such leaves of
          absence shall be authorized in a uniform and nondiscriminatory manner.

     Notwithstanding anything contained herein to the contrary, an Employee
shall receive no credit for Hours of Service pursuant to the preceding
paragraph, unless the Employee returns to the employ of an Employer within
ninety (90) days following the termination of the relevant period described in
the preceding paragraph or within any longer period prescribed by law or granted
by the Plan Administrator.

     Notwithstanding anything else contained herein to the contrary, (i) an
Employee shall be credited with Hours of Service, if such credit is required by
any Federal law, and (ii) the term "Employer" for the purposes of this
definition shall include Affiliated Entities.

     Section 1.24 Individual Account - A Member's accrued benefits account as
defined in Section 5.01 hereof.

     Section 1.25 Leased Employee - A person described in Section 414(n)(2) of
the Code and any other person providing services to the Company or an Affiliated
Entity who is not treated by the Company or an Affiliated Entity as an employee
for federal employment tax purposes.

     Section 1.26 Member - A person who (i) is an Eligible Employee and
commenced participation in the Plan in accordance with Article II hereof or (ii)
participated in the Plan in accordance with Article II hereof and has a credit
balance in his Individual Account.

     Section 1.27 Named Fiduciary - The Plan Administrator.

     Section 1.28 Normal Retirement Date - The time a person attains age 65.

     Section 1.29 Person - As set forth in Section 13(d) and 14(d) of the
Exchange Act.

     Section 1.30 Plan - This Rotech Healthcare Inc. Employees Plan, as it may
be amended from time to time.

     Section 1.31 Plan Administrator - The Company.

                                        5

<PAGE>

     Section 1.32 Plan Year - The period from the Effective Date to December 31,
2002 and thereafter the calendar year commencing with January 1, 2003.

     Section 1.33 Plans - All plans of Employers and Affiliated Entities
qualified under Part I, Subchapter D, chapter 1 of Subtitle A of the Code,
including any simplified employee pension plan as defined in Section 408(k) of
the Code.

     Section 1.34 Separation from Service - The earliest of (i) the date a
person quits, retires or is discharged from service with all Employers and
Affiliated Entities, (ii) the date a person dies or (iii) the date following a
one-year period during which a person is absent from service with all Employers
and Affiliated Entities for any other reason.

     Section 1.35 Spousal Consent - Written and notarized consent by a Member's
Spouse waiving the right to a death benefit otherwise payable to the Spouse
under the Plan, which includes acknowledgment by the Spouse of the effect of
such waiver.

     Section 1.36 Spouse - The person recognized by the state in which the
Member is domiciled as the Member's legal spouse. A Member shall, in the Plan
Administrator's sole discretion, be deemed not to have a Spouse if the Member or
a Beneficiary establishes to the satisfaction of the Plan Administrator that the
person recognized by such state as the Member's legal spouse cannot be located.
The Plan Administrator shall be entitled to rely upon a representation of a
Member that the Member has no Spouse.

     Section 1.37 Trust Agreement - The Agreement or Agreements with the Trustee
or Trustees referred to in Section 4.01 hereof.

     Section 1.38 Trustee - The Trustee or Trustees designated pursuant to the
Trust Agreement.

     Section 1.39 Trust Fund - The assets of the Trust held by the Trustee under
the Trust Agreement.

     Section 1.40 Valuation Date - The last business day of the month of
December and any other date or dates selected by the Plan Administrator with the
consent of the Trustee.

     Section 1.41 USERRA - The Uniformed Services Employment and Reemployment
Rights Act of 1994, as amended from time to time.

                                        6

<PAGE>

                                   ARTICLE II
                                 Participation

     Section 2.01 Eligibility - Each Eligible Employee on the Effective Date
shall become a Member of the Plan on the Effective Date. Thereafter, on each
Entry Date, each Eligible Employee who is not a Member shall become a Member.

     Section 2.02 Reemployed Member - Any Eligible Employee who is or was a
Member and who is newly employed or reemployed by an Employer shall be eligible
to participate in the Plan on the date of said employment or reemployment to the
same extent he was previously eligible to participate.

     Section 2.03 Enrollment - After receiving such information as the Plan
Administrator deems necessary from any Employer prior to each Entry Date, the
Plan Administrator shall promptly determine the Eligible Employees and shall
promptly notify each such Eligible Employee in writing of the existence of the
Plan and of its basic provisions.

                                        7

<PAGE>

                                   ARTICLE III
                                  Contributions

     Section 3.01 Employer Contributions - The contribution, if any, by an
Employer to the Trust for each Plan Year shall be the amount fixed by each
Employer or otherwise made by the Company on behalf of each Employer. Such
contribution amount may be recorded in terms of a dollar amount, a percentage of
income for the Plan Year, a percentage of compensation paid or accrued to
Members for the Plan Year, in shares of Company Stock or any combination
thereof. If an Employer determines to make a contribution for any Plan Year (or
a contribution is made on behalf of an Employer), such contribution shall not
exceed twenty-five percent (25%) of the compensation (as defined in Section
404(a)(3) of the Code) paid or accrued to all Members of the Plan who are
Employees of such Employer in respect of said taxable year plus allowable credit
and contribution carryovers, as provided in Section 404(a)(3) of the Code.

     Section 3.02 Allocations - The contributions of an Employer with respect to
a Plan Year made pursuant to Section 3.01 shall be allocated to the Individual
Account of Members (i) who are Eligible Employees of the Employer on the last
day of the Plan Year for which such contribution is made or (ii) who are among
the Members that were Eligible Employees of the Employer during the Plan Year
(a) who retired pursuant to Sections 6.01 or 6.02 or (b) who died during the
Plan Year. Contributions made by or on behalf of an Employer shall be allocated
to each such Member's Individual Account in the ratio to which each such
Member's Annual Compensation bears to the Annual Compensation of all such
Members for such Plan Year.

     Section 3.03 Maximum Annual Additions - The maximum "annual addition", as
hereinafter defined, for any Member shall be the lesser of $40,000 or
one-hundred percent (100%) of the Member's compensation. For purposes of this
Section 3.03, the term "compensation" shall include the total of a Member's
wages, salary and other remuneration for personal services received during the
Plan Year from the Employer and Affiliated Entities, including amounts deferred
pursuant to Section 401(k) or Section 125 of the Code.

     The "annual addition" for a Member shall be the sum of (i) Employer and
Affiliated Entities' contributions for such Member for the Plan Year (including
deferrals under Section 401(k) of the Code) to defined contribution plans and
(ii) forfeitures allocated to the account of such Member and resulting from
forfeiture provisions of defined contribution plans, if any. If the annual
addition for a Member exceeds the limitations set forth above, reductions shall
be made first to other defined contribution plans before a reduction is made
with respect to allocations under the Plan.

     In the event of a miscalculation of a Member's total Annual Compensation
for a Plan Year, which would result in the maximum permitted annual additions
being exceeded, the excess shall be allocated to a suspense account for the
benefit of the Member whose allocation would otherwise exceed the limits set
forth herein. Such suspense account shall not be valued pursuant to Article V
and no gains and losses of the Trust Fund shall be allocated to such suspense
account. The suspense account on behalf of a Member shall be allocated to the
Individual Account of the Member on the next succeeding Valuation Date, to the
extent that an allocation would otherwise be made pursuant to Section 3.02;
provided the limitations of this Section 3.03 shall not be exceeded.
Notwithstanding anything contained herein or in the Trust Agreement to

                                        8

<PAGE>

the contrary, if the Plan is or is regarded as terminated, amounts held in such
suspense account shall be allocated to the Individual Accounts of Members on the
date of termination according to the allocation provisions of Section 3.02.

     In the event that the Secretary of the Treasury, or his delegate, shall
adjust or has adjusted the $40,000 limits imposed herein to reflect
cost-of-living increases, such limits shall be increased automatically hereunder
effective as of the first day of the Plan Year during which any such adjustment
takes effect, to the same extent as provided in any announcement issued by the
Secretary of the Treasury or his delegate of an adjustment of such limits.

     For the purpose of Section 415 of the Code and this Section, calculations
shall be based on the limitation year. For all purposes, the limitation year
shall be the Plan Year.

     Section 3.04 USERRA - Notwithstanding any provisions of the Plan to the
contrary, benefit and service credit with respect to qualified military service
shall be provided in accordance with Section 414(u) of the Code.

                                        9

<PAGE>

                                   ARTICLE IV
                                   Trust Fund

     Section 4.01 General - The benefits in this Plan shall be provided by the
Trust Fund, which shall consist of Employer Contributions and all investments
made therewith and all proceeds thereof and all earnings and profits thereon,
less payments made therefrom. The Trust Fund shall be held in accordance with
the Plan and the Trust Agreement entered into between the Company and the
Trustee. The Trust Agreement may from time to time be amended in the manner
provided therein.

                                       10

<PAGE>

                                   ARTICLE V
                                Members' Accounts

     Section 5.01 Individual Accounts - The Plan Administrator shall establish
and cause to be maintained an Individual Account for each Member which shall
consist of:

     (i)  the Employer Contributions allocable to the Member; and

     (ii) the Member's allocable share of the income and expenses and realized
          and unrealized gains and losses of the Trust Fund.

The Individual Account is solely a bookkeeping account and shall represent a
Member's undivided interest in the Trust Fund.

     Section 5.02 Valuation - As of each Valuation Date, the Trustee shall
determine and report to the Plan Administrator the fair market value of the
assets of the Trust Fund and the income and expenses and realized and unrealized
gains and losses of the Trust Fund for the period from the last Valuation Date
to the current Valuation Date. The Trustee shall allocate such amount among the
respective Individual Accounts of the Members (excluding Employees who first
became Members during the Plan Year in which the Valuation Date falls) in
proportion to their respective account balances.

     Section 5.03 Termination of Participation in Trust Fund - After the
Valuation Date as of which the benefits of a Member are fully paid pursuant to
the provisions of Article VI, VII or X, such Member's Individual Account shall
be closed. Thereafter, neither the Member nor any person claiming under or
through him shall participate or have any interest in the Trust Fund.

                                       11

<PAGE>

                                   ARTICLE VI
                          Retirement and Death Benefits

     Section 6.01 Normal Retirement - Each Member who has a Separation from
Service on attainment of his Normal Retirement Date shall be entitled to a lump
sum retirement benefit which can be provided from the Member's Individual
Account.

     Section 6.02 Retirement After Normal Retirement Date - A Member may
postpone retirement and continue in an Employer's employ and participate in the
Plan after his Normal Retirement Date. In such event, the commencement of the
payment of a Member's retirement benefit shall be deferred until the Member's
Deferred Retirement Date. Upon the Member's Deferred Retirement Date, the Member
shall receive a retirement benefit as if the Member were then retiring pursuant
to Section 6.01 hereof.

     Section 6.03 Death of Member - If a Member dies before such Member's
Individual Account is distributed under the Plan, a death benefit shall be
payable to the Member's Beneficiary of the Member's Individual Account. The Plan
Administrator may require that any Beneficiary that is not the Member's Spouse
submit information as is needed to verify that the Member had no Spouse at the
time of his death or that there was a Spousal Consent to the designation of such
Beneficiary. All distributions hereunder of a Member's Individual Account shall
be made as soon as practicable following the Member's death and shall be based
on the value of the deceased Member's Individual Account determined as of the
Valuation Date coinciding with or immediately following his date of death or the
Valuation Date immediately preceding commencement of payment of benefits.

     Section 6.04 Time for Payment of Benefits and Valuation - Notwithstanding
anything herein to the contrary, unless a Member elects otherwise, in writing,
specifying the benefit and time payment is to begin, the payment of benefits
pursuant to this Article VI to each Member shall begin not later than the later
of sixty (60) days after the close of the Plan Year in which falls (i) the
Member's Normal Retirement Date or (ii) the date the Member incurs a Separation
from Service after the Member's Normal Retirement Date (unless payment is
delayed for administrative reasons). Benefits to a Member who is a 5% owner
shall commence on the April 1 following the end of the calendar year in which
the Member attains age 70 1/2.

     The amount of any benefit payable under the Plan shall be based upon the
value of a Member's Individual Account at the Valuation Date coinciding with or
immediately preceding the commencement of payment of benefits.

     Section 6.05 Plan Benefits Paid in Cash - Notwithstanding anything in the
Plan to the contrary, including, without limitation, the provisions of Articles
VI, VII and X, all Plan benefit payments to Members shall be made in cash and
not in shares of Series A Convertible Preferred Stock of the Company.

     Section 6.06 Designation of Beneficiary - At any time, and from time to
time, each Member shall have the unrestricted right to designate a Beneficiary
or change a Beneficiary to whom payments of any undistributed amount of his
Individual Account shall be made in the event of the Member's death.
Notwithstanding the preceding sentence, a Member shall be

                                       12

<PAGE>

deemed to have designated his Spouse as sole Beneficiary of the Member's
Individual Account, unless the Member obtains Spousal Consent to name another
person as Beneficiary. Each such designation shall be evidenced by a written
instrument signed by the Member and be on file with the Plan Administrator
before his death. If the designated Beneficiary survives the Member, but dies
prior to receiving the full amount of the Member's Individual Account,
distribution of the amount shall be made to any successor Beneficiary previously
designated by the Member. If any Member shall fail to designate a successor
Beneficiary, the successor Beneficiary shall be deemed to be the Beneficiary's
estate. If there is no living Beneficiary or successor Beneficiary at the time
of a Member's death, the Beneficiary shall be deemed to be the Member's estate.

     Section 6.07 Incapacity - If any person to whom a benefit is payable
hereunder is an infant or if the Plan Administrator determines that any person
to whom such benefit is payable is incompetent by reason of physical or mental
disability, the Plan Administrator may cause the payments becoming due to such
person to be made to another for his benefit without responsibility of the Plan
or the Trustee to see to the application of such payment. Payment made pursuant
to this Section 6.06 shall, as to such payment, operate as a complete discharge
of the Trust Fund, the Trustee and the Plan Administrator.

     Section 6.08 Spendthrift Provision - No benefit payable under the Plan
shall, except as otherwise specifically provided by law, be subject in any
manner to anticipation, alienation, garnishment, sale, transfer, assignment,
pledge, encumbrance or discharge, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge such benefit shall be void;
nor shall any benefit be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the person entitled thereto.

     Notwithstanding the foregoing, the Trustee is specifically authorized to
comply with any "domestic relations order" which the Plan Administrator
determines to be a "qualified domestic relations order." For this purpose, a
"domestic relations order" shall mean any judgment, decree or order (including
approval of a property settlement agreement) within the meaning of Section
414(p) of the Code which relates to the provision of child support, alimony
payment, or marital property rights to a Spouse, former Spouse, child or other
dependent of a Member, and is made pursuant to a State domestic relations law
(including a community property law) and a "qualified domestic relations order"
shall mean a domestic relations order within the meaning of Section 414(p) of
the Code which the Plan Administrator, in its sole discretion and applying
uniform rules, determines to meet the following requirements:

     (i)  such order assigns to a Member's Spouse, former Spouse, child or other
          dependent of the Member, or creates or recognizes the existence of, a
          right to receive all or a portion of, the Member's benefits payable
          under the Plan (hereinafter referred to as the "alternate payee");

     (ii) such order clearly specifies (1) the name and last known mailing
          address (if any) of the Member and the name and mailing address of
          each alternate payee, (2) the amount or percentage of the Member's
          benefits to be paid by the Plan to each such alternate payee, or the
          manner in which such amount or percentage is to be determined, (3) the
          number of payments or the period to which such order applies, and (4)
          that the order applies to the Plan; and

                                       13

<PAGE>

     (iii) such order does not (1) require the Plan to provide any type or form
           of benefits, or any option, not otherwise provided under the Plan,
           (2) require the Plan to provide increased benefits (determined on the
           basis of actuarial value), and (3) require the payment of benefits to
           an alternate payee which are required to be paid to another alternate
           payee under another order previously determined to be a qualified
           domestic relations order.

     Upon the Plan Administrator's receipt of a domestic relations order, it
shall promptly notify the Member and any alternate payee of the receipt of such
order and the Plan's procedures for determining whether such order is a
qualified domestic relations order. The determination by the Plan Administrator
of whether a domestic relations order is a qualified domestic relations order
shall be made pursuant to written procedures adopted by the Plan Administrator.
During any period in which the issue of whether a domestic relations order is a
qualified domestic relations order is being determined, the Plan Administrator
shall separately account for the amounts which would have been payable to the
alternate payee ("segregated amounts") during such period if the order had been
determined to be a qualified domestic relations order. If within eighteen (18)
months of the date on which the first payment would be required to be made under
the domestic relations order it is determined that the order is not a qualified
domestic relations order, or the issue as to whether such order is a qualified
domestic relations order is not resolved, then the Plan Administrator shall
cause the segregated amounts (plus any interest thereon) to be paid to the
Member or his Beneficiary if payment would have otherwise been made absent such
order. Any determination thereafter that an order is a qualified domestic
relations order shall be applied prospectively only.

     Section 6.09 Proof of Claim - The Plan Administrator may require such proof
of death and such evidence of the right of any person to receive payment of a
deceased Member's interest in the Trust Fund as the Plan Administrator may deem
reasonable.

     Section 6.10 De Minimis Benefits - Notwithstanding anything contained
herein to the contrary, in the event the benefit a Member or Beneficiary is
entitled to under the provisions of this Article VI does not exceed, and has
never exceeded at the time of any prior distribution, $100, the Plan
Administrator shall distribute such benefit in a lump sum as soon as practicable
after a Member's Separation from Service, in lieu of any other benefits
hereunder, provided that such payment occurs prior to the participant's annuity
starting date, and such Member or Beneficiary shall then have no further
interest in the Plan with respect to the Member's employment prior to his
Separation from Service. For purposes of this Section 6.10, the value of a
Member's benefit entitlement under the Plan shall be determined without regard
to that portion of the Member's benefit that is attributable to rollover
contributions (and earnings allocable thereto) within the meaning of Sections
402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code.

                                       14

<PAGE>

                                  ARTICLE VII
                         Vesting and Separation Benefits

     Section 7.01 Vesting - The interest of each Member in the balance to the
credit of his Individual Account shall at all times be immediately and fully
vested.

     Section 7.02 Manner of Payment - A Member who has a Separation from Service
prior to attaining his Normal Retirement Date, other than by reason of death,
shall be entitled to the pay out of his Individual Account upon such Member's
attainment of Normal Retirement Date, in accordance with the provisions of
Article VI. Members who have a Separation from Service prior to the attainment
of their Normal Retirement Date, other than by reason of death, and whose
Individual Account does not exceed, and has never exceeded at the time of any
prior distribution, $100, shall have their Individual Account distributed in a
lump sum, as soon as practicable after the later of the Valuation Date following
the Member's Separation from Service or the Valuation Date following the fifth
anniversary of the Effective Date of the Plan. Such Member (or such Member's
Beneficiary) shall then have no further interest in the plan with respect to the
Member's employment prior to his Separation from Service.

     Section 7.03 Direct Rollover Transfer to Another Qualified Plan or IRA -
Pursuant to Section 401(a)(31) of the Code, under rules established by the Plan
Administrator, a Distributee may elect to have any, portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan as a Direct
Rollover.

                                       15

<PAGE>

                                  ARTICLE VIII
                    Plan Administrator, Committee and Trustee

     Section 8.01 Duties and Powers of the Plan Administrator - The Plan
Administrator shall have all powers necessary to discharge its duties, including
but not limited to, the power to interpret or construe the Plan, to establish
uniform and nondiscriminatory rules for the administration of the Plan, to
determine all questions of eligibility, status and rights of Employees, Members
and their Beneficiaries and others hereunder, and to decide any dispute arising
hereunder, to the extent discretion on such issue is not delegated to the
Committee under the Plan. The Plan Administrator shall have such powers with
respect to the administration of the Trust Fund as may be conferred upon it by
the Trust Agreement. In exercising any discretion allowed by the Plan, the Plan
Administrator shall have sole, absolute and final discretionary authority which
shall be final and binding on Members and all other parties, to the maximum
extent allowed by law.

     The Plan Administrator may adopt such rules and regulations as it deems
desirable for the conduct of its affairs. It may delegate to any agent, any
duties and powers as it deems appropriate.

     Section 8.02 Duties and Powers of the Committee - The Board shall select
not less than three (3) persons to serve on the Committee. Members of the
Committee may be officers, directors, employees of an Employer or others and
shall hold office at the pleasure of the Board and shall serve without
compensation. Any member of the Committee may resign by giving notice thereof to
the Company and to the Committee and such resignation shall become effective at
delivery or at any later date specified therein. A vacancy in the Committee
shall be filled by the Board. The Committee shall have all the powers necessary
to discharge its duties with respect to resolving disputes under the Plan, to
the maximum extent permitted by law.

     The Committee may adopt such rules and regulations as it deems desirable
for the conduct of its affairs and may appoint one of its own members as
Chairman and one as Secretary and may appoint one or more agents, who need not
be members of the Committee. It may delegate to any agent such duties and
powers, both ministerial and discretionary, as it deems appropriate excepting
only that any dispute shall be determined by the Committee. A majority of the
Committee then in office shall constitute a quorum for the transaction of
business. Any determination of the Committee shall be made by a majority of the
quorum or by unanimous approval of its members, if there are only two members in
office at the time.

     Section 8.03 Trustee - The Board will appoint the Trustee, and thereafter,
subject to the provisions of the Trust Agreement, may at any time terminate the
appointment of a Trustee and make a substitute appointment immediately
thereafter. The Trustee or Trustees appointed by the Board shall serve on such
terms as to remuneration and otherwise as shall from time to time be agreed
between the Company and such Trustee. Notwithstanding anything to the contrary
in the Plan, the Trustee shall have such powers and duties in relation to the
investment and change of investments of all or any part of the assets of the
Trust Fund as provided in the Trust Agreement.

                                       16

<PAGE>

     Neither the Committee nor the Plan Administrator shall have any fiduciary
liability for the acts or omissions of such Trustee or be under an obligation to
invest or otherwise manage that portion of the Trust Fund which is subject to
the management of such Trustee.

     Section 8.04 Administrative Expenses - Any administrative expenses with
respect to the Plan and any expenses of the Committee or the Plan Administrator
relating to administration of the Plan shall be paid out of the Trust Fund to
the extent not paid by the Company or an Employer.

     Section 8.05 Self Interest - No member of the Committee shall have any
right to vote or decide upon any matter relating solely to himself or solely to
any of his rights or benefits under the Plan.

     Section 8.06 Records - The Plan Administrator may retain a recordkeeper
which may be the Trustee to keep or cause to be kept such records and data as
may be necessary for the administration of the Plan and to determine the amount
of all benefits payable hereunder.

     Section 8.07 Reports - The Plan Administrator shall cause to be prepared
annually those reports showing the financial condition of the Trust Fund in
reasonable summary and giving a brief account of the operations of the Plan for
the past Plan Year and reflecting any further information which each Employer
may require or which may be required by law. Such reports shall be submitted to
each Employer and copies filed in the office of the Plan Administrator. The Plan
Administrator shall make available to each Member for examination at reasonable
times during business hours such of its records as pertain to that Member.

     Section 8.08 Liability - The members of the Committee, the Plan
Administrator (and its agents) and each Employer shall be entitled to rely upon
all valuations, certificates, and reports furnished by the Trustee or by
accountants or consultants selected by the Committee or Plan Administrator and
approved by the Company, and upon all opinions given by any legal counsel
selected by the Plan Administrator or the Committee and approved by the Company,
or selected by the Company and the members of the Committee and each Employer
shall be fully protected with respect to any action taken or suffered by their
having relied in good faith upon such Trustee, accountants, consultants or
counsel and all action so taken or suffered shall be conclusive upon each of
them and upon all Members and their Beneficiaries and all other persons.

     The Company and each Employer shall indemnify members of the Committee, any
individual (noncorporate) Trustee and any of their agents as well as agents of
the Plan Administrator acting in behalf of the Plan against any and all
liabilities or expenses to which they may be subjected by reason of any act or
failure to act which constitutes a breach of fiduciary responsibility under
ERISA or otherwise, except that due to a person's own gross negligence or
willful misconduct.

     Section 8.09 Claims and Claims Review - Claims for benefits under the Plan
shall be filed with the Plan Administrator. Written notice of the disposition of
a claim shall be furnished to the claimant within ninety (90) days after the
claim is filed. If the claim is denied, the reasons for the denial shall be
specifically set forth in writing, pertinent provisions of the Plan shall be

                                       17

<PAGE>

cited, including an explanation of the Plan's claims review procedure, and, if
the claim is perfectible, an explanation as to how the claimant can perfect the
claim shall be provided.

     If a claimant whose claim has been denied wishes further consideration of
his claim, he may request the Committee to review his claim in a written
statement of the claimant's position filed with the Committee no later than
sixty (60) days after receipt of the written notification provided for in the
previous paragraph. The Committee shall fully and fairly review the matter and
shall promptly advise the claimant, in writing, of its decision within the next
sixty (60) days. Due to special circumstances, if no advice has been given
within the first sixty (60) days, and notice of the need for additional time has
been furnished within such period, said review and advice may be made within the
following sixty (60) days.

                                       18

<PAGE>

                                   ARTICLE IX
                              Amendment of the Plan

     Section 9.01 General - The Board may amend the Plan at any time and from
time to time. Except where necessary to qualify the Plan or to maintain the
qualification of the Plan under the Code, no amendment shall reduce any then
accrued or vested interests of a Member nor shall it reduce any "accrued
benefit" of a Member as such term is given meaning under Section 411(d)(6) of
the Code and the regulations thereunder.

     No part of the Trust Fund, other than such part as may be required to pay
taxes, administration expenses and fees, or as otherwise permitted under ERISA
or the Code, shall by reason of any amendment or otherwise be used or diverted
to purposes other than for the exclusive benefit of Members and Beneficiaries.

                                       19

<PAGE>

                                   ARTICLE X
                               Termination of Plan

     Section 10.01 General - While the Plan is intended to be permanent, the
Company may terminate or partially terminate the Plan at any time, or any
Employer may withdraw from participation in the Plan. Written notice of such
termination, setting forth the date thereof, shall be given to both the Trustee
and the Plan Administrator.

     Section 10.02 Termination - Upon a termination or partial termination of
the Plan, whether in writing or in operation, or upon a complete discontinuance
of contributions thereunder, (i) no further contributions shall be made under
the Plan for any affected Member, (ii) all of the provisions of the Plan shall
remain in full force other than the provisions for contributions, and (iii) the
amount in each affected Member's Individual Account shall be nonforfeitable.

     Section 10.03 Termination of Employer Participation - (a) Any Employer,
with the consent of the Company or its delegate may terminate its participation
in the Plan by giving the Plan Administrator prior written notice specifying a
termination date which shall be the last day of a month at least sixty (60) days
subsequent to the date such notice is received by the Plan Administrator. The
Company may terminate any Employer's participation in the Plan as of any
termination date specified by the Company, for the failure of the Employer to
make contributions or to comply with any provision of the Plan.

     (b) Upon the termination of participation in the Plan as to any Employer,
such Employer shall not make any further contributions under the Plan and no
amount shall thereafter be payable under the Plan to or in respect of any
Members then employed by such Employer, except as provided in this Section
10.03. To the maximum extent permitted by law, any rights of Members no longer
employed by such Employer and of former Members and their Beneficiaries and
surviving Spouses under the Plan shall be unaffected by such termination of
participation and any transfers, distributions or other dispositions of the
assets of the Plan as provided in Section 11.04 shall constitute a complete
discharge of all liabilities under the Plan with respect to such Employer
participation in the Plan and any Member then employed by such Employer.

     Section 10.04 Distribution of Trust Fund - Upon termination of the Plan,
the Company, in its sole discretion, may elect to terminate the Trust Agreement.
In such event, each Member's Individual Account shall be paid to such Member (or
Beneficiary of a deceased Member) in a lump sum, as soon as practicable after
applicable regulatory approvals. Any unallocated shares of Company Stock then
held by the Plan shall be allocated to the Individual Accounts of all Members
immediately prior to such termination pursuant to the provisions of Section
3.02.

                                       20

<PAGE>

                                   ARTICLE XI
                            Miscellaneous Provisions

     Section 11.01 Construction - All questions pertaining to the construction,
regulation, validity and effect of the provisions of the Plan shall be
determined in accordance with the laws of the State of Florida, except as may be
pre-empted by ERISA or other federal law.

     Section 11.02 Limitation of Rights - The adoption and maintenance of the
Plan shall not be deemed to constitute a contract between any Employer and any
Employee or Member, and nothing herein contained shall be deemed to give to any
Employee or Member the right to be retained in the employ of any Employer or to
interfere with the right of any Employer to discharge any Employee or Member at
any time.

     Section 11.03 Limitation of Liability - All benefits payable under the Plan
shall be paid or provided for solely from the Trust Fund and each Employer
assumes no liability or responsibility therefor.

     Section 11.04 Mergers and Consolidations of Plans or Transfers of Assets -
The Company may direct the merger or consolidation of the Plan or the transfer
of all or a portion of the assets of the Plan to another plan. Further, an
Employer withdrawing from the Plan may request the transfer of assets of the
Plan allocable to Members who are its Employees to another plan. In the case of
any merger or consolidation of the Plan with, or in the case of any transfer of
assets or liabilities of the Plan to, any other plan, each Member shall (if such
plan is then terminated) be entitled in accordance with Section 414(1) of the
Code to receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).

     Section 11.05 Return of Contributions - Any contribution made by an
Employer under a mistake of fact may be returned to the Employer by the Trustee
within one year after the payment of the contribution and the Individual Account
of any Member affected shall be adjusted accordingly. If and to the extent a
deduction under Section 404 of the Code for an Employer contribution is
disallowed, the contribution shall be returned to the Employer by the Trustee
within one year after the disallowance of the deduction, and the Individual
Account of any Member affected shall be adjusted accordingly.

     Section 11.06 Gender and Number - All references herein to the masculine
shall be read in the masculine or feminine and all references herein to the
singular shall be read in the singular or plural, unless the context shall
otherwise require.

     Section 11.07 Acceptance by Plan of Eligible Rollover Distributions - The
Plan will accept Member rollover contributions and/or direct rollovers of
distributions made from Eligible Retirement Plans, and such amounts shall, to
the extent required by applicable law, be accounted for separately under the
Plan.

                                       21

<PAGE>

                                  ARTICLE XII
                              Top-Heavy Provisions

       Section 12.01 General - Notwithstanding any other provision of this Plan
to the contrary, this Article XII shall apply to any Plan Year, if the Plan is
deemed to be a Top-Heavy Plan, as hereinafter defined, for such Plan Year.

       Section 12.02 Applicable Definitions - The defined terms used in this
Article XII not otherwise defined in Article I hereof shall have the following
meanings:

               (a)   "Determination Date" means the last day of the preceding
Plan Year, if any; otherwise the last day of the Plan Year.

               (b)   "Determination Period" means the Plan Year ending on the
Determination Date.

               (c)   For purposes of this Article XII, the term "Employee" will
not include individuals who have not performed an Hour of Service during the
Determination Period.

               (d)   "Key Employee" means an Employee, a former Employee, or the
Beneficiary of an Employee or a former Employee who, at anytime during the
Determination Period was:

                     (i)   an officer of an Employer having Annual Compensation
                           greater than fifty percent (50%) of the amount in
                           effect under Section 415(b)(1)(A) of the Code for any
                           such Plan Year, provided that not more than fifty
                           (50) Employees or, if less, the greater of three (3)
                           Employees or ten percent (10%) of the Employees shall
                           be considered as officers for purposes of this
                           subparagraph;

                     (ii)  a five percent (5%) owner (within the meaning of
                           Section 416(i) of the Code) of the Employer;

                     (iii) a one percent (1%) owner (within the meaning of
                           Section 416(i) of the Code) of the Employer having an
                           annual compensation (within the meaning of Treasury
                           Regulation Section 1.415-2(d)) from the Employer of
                           more than $150,000. A non-Key Employee is any
                           Employee who is not a Key Employee.

       The determination of who is a Key Employee shall be made in accordance
with Section 416(i) of the Code and the applicable regulations and other
guidance of general applicability issued thereunder.

               (e)   "Required Aggregation Group" means:

                     (i)   Each stock bonus, pension, or profit-sharing plan of
                           the Employer and/or Affiliated Entity (whether or not
                           terminated) in which a Key Employee participates at
                           any time during the Determination Period and which is
                           intended to qualify under Section 401 (a) of the
                           Code.

                                       22

<PAGE>

                     (ii)  Each other stock bonus, pension or profit-sharing
                           plan of an Employer and/or Affiliated Entity which
                           enables any plan in which a Key Employee participates
                           to meet the requirements of Section 401(a)(4) or
                           Section 410 of the Code.

               (f)   "Permissive Aggregation Group" means a Required Aggregation
Group or, at the election of the Employer, a Required Aggregation Group plus one
or more plans of the Employer and/or Affiliated Entity (whether or not
terminated) which are not part of the Required Aggregation Group but which
together with the Required Aggregation Group satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.

               (g)   "Accrued Benefit Value" means with respect to each Employee
with an accrued benefit during the Determination Period the sum of:

       Actuarial assumptions approved by the Plan Administrator, in accordance
with Treasury Department regulations, shall be utilized in determining present
values.

               (h)   "Account Value" means the sum of:

                     (i)   the aggregate balance of the account(s) of an
                           Employee under the plan(s) as of the Valuation Date;

                     (ii)  any contributions allocated to such account(s) after
                           the Valuation Date and on or before the Determination
                           Date; and

                     (iii) the aggregate distributions made with respect to such
                           account(s) during the Determination Period and not
                           reflected in the value of the account(s) as of the
                           most recent Valuation Date under (i) above.

       The determination of Accrued Benefit Value and Account Value shall be
made in accordance with Treasury Department regulations.

               (i)   "Valuation Date" means the valuation date of the applicable
plan within the twelve (12) month period ending on the Determination Date.

       Section 12.03 Applicability - The Plan shall be a "Top-Heavy Plan" if, as
of the Determination Date, (a) the Account Values of Key Employees exceed sixty
percent (60%) of the Account Values of all Employees and Key Employees (but
excluding for all purposes the Account Values of former Key Employees) under the
Plan, or (b) the Plan is part of a Permissive Aggregation Group and the
Permissive Aggregation Group is a Top-Heavy Group.

       In determining whether this Plan is a Top-Heavy Plan, all Employers and
Affiliated Entities shall be treated as a single Employer and all plans that are
part of the Required Aggregation Group shall be treated as a single plan. Solely
for purposes of determining whether this Plan is a "Top-Heavy Plan," the Accrued
Benefit Values and the Account Values of any Employee who has performed no
services for any Employer maintaining the Plan at any time during the Plan Year
ending on the Determination Date shall be disregarded.

                                       23

<PAGE>

       The Plan shall be part of a "Top-Heavy Group" if, as of the Determination
Date, the sum of:

       (a)  the Accrued Benefit Values of Key Employees under all defined
            benefit plans included in the Required Aggregation Group, and

       (b)  the Account Values of Key Employees under all defined contribution
            plans included in the Required Aggregation Group, exceeds sixty
            percent (60%) of the sum of:

               (i)  the Accrued Benefit Values of all Employees under such
                    defined benefit plans included in the Required Aggregation
                    Group, and

               (ii) the Account Values of all Employees under such defined
                    contribution plans included in the Required Aggregation
                    Group, excluding for all purposes the Accrued Benefit Values
                    and Account Values of former Key Employees.

       Notwithstanding the foregoing provisions of this Section 12.03, the Plan
shall not be considered a Top-Heavy Plan for any Plan Year in which it is part
of a Required Aggregation Group or Permissive Aggregation Group which is not a
Top-Heavy Group.

       The Accrued Benefit Values of Key Employees and the Account Values of Key
Employees as of the Determination Date shall be increased by the distributions
made with respect to the Employee under the Plan and any plan aggregated with
the Plan under Section 416(g)(2) of the Code during the 1-year period ending on
the Determination Date. The immediately preceding sentence shall also apply to
distributions under a terminated plan which, had it not been terminated, would
have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In
the case of a distribution made for a reason other than separation from service,
death or disability, this provision shall be applied by substituting `5-year
period' for `1-year period'. The accrued benefits and accounts of any individual
who has not performed services for an Employer during the 1-year period ending
on the Determination Date shall not be taken into account.

       Section 12.04 Minimum Allocation - If the Plan is a Top-Heavy Plan in a
Plan Year, the Employer shall contribute on behalf of each Member who is not a
Key Employee for such Plan Year to the extent not otherwise contributed by the
Employer for such Plan Year on behalf of the Member to any other qualified plan
maintained by the Employer, the lesser of (a) three percent (3%) or (b) the
highest percentage of Employer contributions (including salary deferral
contributions by the Employer pursuant to Section 401 (k) of the Code) allocable
to a Key Employee for such Plan Year of each such Member's compensation up to a
maximum of $160,000 for such Plan Year within the meaning of Treas. Reg. (S)
1.415-2(d). The determination of the highest percentage of Employer
Contributions allocable to a Key Employee for a Plan Year shall be made for each
such Key Employee by dividing the contributions made on behalf of each Key
Employee by his Annual Compensation. Contributions made pursuant to this Section
12.04 to Members who are not Key Employees shall be allocated to the Individual
Accounts of Members who are Employees on the last day of the Plan Year. In the
event a

                                       24

<PAGE>

Member otherwise entitled to a minimum allocation hereunder is also a
participant in a defined benefit qualified plan that is determined to be a
Top-Heavy Plan for the Plan Year, such Member shall not receive a minimum
allocation hereunder.

                                       25

<PAGE>

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

                                   ROTECH HEALTHCARE INC.


                                   By: /s/ Janet L. Ziomek
                                       -----------------------------------
                                   By: Janet L. Ziomek
                                   Title: Chief Financial Officer and Treasurer

                                       26