EXHIBIT 99.3

                   PROFIT SHARING PLAN AND TRUST

                         FOR EMPLOYEES OF

                    ORANGE-CO OF FLORIDA, INC.



 SECTION                       INDEX                      PAGE

                             ARTICLE I
                            DEFINITIONS

     1.1  "Active Participant"                              1
     1.2  "Aggregate Account"                               1
     1.3  "Aggregation Group"                               1
     1.4  "Anniversary Date"                                1
     1.5  "Annual Addition"                                 2
     1.6  "Beneficiary" or "Beneficiaries"                  2
     1.7  "Break in Service"                                2
     1.8  "Cash Out"                                        2
     1.9  "Code"                                            2
     1.10 "Compensation"                                    2
     1.11 "Defined Benefit Plan Fraction"                   3
     1.12 "Defined Contribution Plan Fraction"              3  
     1.13 "Determination Date"                              4
     1.14 "Employee"                                        4
     1.15 "Employer"                                        4
     1.16 "Employer Contribution Account"                   5
     1.17 "ERISA"                                           5
     1.18 "Excess Amount"                                   5
     1.19 "Fiduciary"                                       5
     1.20 "Fiscal Year"                                     5
     1.21 "Forfeiture"                                      5
     1.22 "Highly Compensated Employee"                     5
     1.23 "Hour of Service"                                 6
     1.24 "Investment Manager"                              7
     1.25 "Involuntary Cash Out"                            7
     1.26 "Key Employee"                                    7
     1.27 "Limitation Year"                                 8
     1.28 "Maximum Permissible Amount"                      8
     1.29 "Non-Highly Compensated Employee"                 8
     1.30 "Non-Key Employee"                                8
     1.31 "Owner-Employee"                                  9
     1.32 "Participant"                                     9
     1.33 "Participant Directed Account"                    9
     1.34 "Permissive Aggregation Group"                    9
     1.35 "Plan"                                            9
     1.36 "Plan Administrator" or "Administrator"           9
     1.37 "Plan Year"                                       9
     1.38 "Qualifying Employer Real Property"               9
     1.39 "Qualifying Employer Securities"                  9
     1.40 "Required Aggregation Group"                      9
     1.41 "Retirement Date"                                 9
     1.42 "Segregated Account"                              9

                                  -181-

                          
     1.43 "Shareholder-Employee"                           10
     1.44 "Total and Permanent Disability"                 10
     1.45 "Trustee"                                        10
     1.46 "Trust Fund" or "Trust"                          10
     1.47 "Valuation Date"                                 10
     1.48 "Vested Interest"                                10
     1.49 "Voluntary Cash Out"                             10
     1.50 "Year of Service"                                10


                            ARTICLE  II
                            ELIGIBILITY

     2.1  Qualification as a Participant                   11
     2.2  Notice of Participation                          11
     2.3  Leave of Absence                                 11
     2.4  Reparticipation                                  11
     2.5  Omission of Eligible Employee                    11
     2.6  Inclusion of Ineligible Employee                 12


                           ARTICLE  III
                       TOP-HEAVY  PROVISIONS

     3.1  Special Top-Heavy Plan Requirements              12
     3.2  Determination of Top-Heavy Status                12


                            ARTICLE  IV
                           CONTRIBUTIONS

     4.1  Employer Contributions                           13
     4.2  Maximum  Limitation Applicable to  
           Combination  of Defined Contribution Plans      13
     4.3  Time of Payment of Employer Contributions        13


                            ARTICLE  V
                            ALLOCATIONS

     5.1  Minimum Allocations for Top-Heavy Plan Years     14
     5.2  Allocation Formula                               14
     5.3  Overall Limitation of Benefits                   15
     5.4  Adjustment for Excess Annual Additions           16
     5.5  Segregated Accounts for Participants             16

                                -182-


                            ARTICLE  VI
                            VALUATIONS


     6.1  Valuation of the Trust Fund                       16
     6.2  Method of Valuation                               16


                           ARTICLE  VII
               DETERMINATION  OF  AGGREGATE  ACCOUNT

     7.1  Determination of Vested Interest Upon Retirement  17
     7.2  Determination of Vested Interest Upon Death;
          Beneficiaries                                     17
     7.3  Determination of Vested Interest Upon Total and
          Permanent Disability                              17
     7.4  Determination of Vested Interest Upon Termination  
          of Employment                                     18


                           ARTICLE  VIII
                    DISTRIBUTION  OF  BENEFITS

     8.1  Distributable Events                              20
     8.2  Distribution of Aggregate Account                 20
     8.3  Cash  Out of Vested Interest in Aggregate 
          Account Upon Termination of Employment            20
     8.4  Commencement of Distributions                     20
     8.5  Distributions in Cash or in Kind                  21
     8.6  Distributions to Minors and Incompetents          21
     8.7  Location of Participant or Beneficiary Unknown    21
     8.8  Qualified Domestic Relations Orders               22


                            ARTICLE  IX
                      MINIMUM  DISTRIBUTIONS

     9.1  Minimum Distributions                             22
     9.2  Required Beginning Date                           22
     9.3  Limits on Distribution Periods                    22
     9.4  Determination of Amount to be Distributed 
          Each Year                                         23
     9.5  Death Distribution Provisions                     23
     9.6  Definitions                                       24


                            ARTICLE  X
    FIDUCIARY  RESPONSIBILITY  AND  INVESTMENT  OF  PLAN  FUNDS

     10.1 Basic Responsibilities of Trustee                 26
     10.2 Assets Held as Single Fund                        26
     10.3 Powers of Trustee                                 26
     10.4 Selection of Investment Objectives                27
     10.5 Directed Investment by Investment Manager         28
     10.6 Directed Investment by Participants               28
   
                                -183-


     10.7 Powers and Duties of Plan Administrator           30
     10.8 Records and Reports                               30
     10.9 Compensation of the Trustee and Administrative
          Expenses of the Trust                             30
    10.10 Communication to Trustee to be in Writing         31
    10.11 Taxes                                             31
    10.12 Fiduciary Responsibility                          31
    10.13 Removal and Resignation of Trustee                32
    10.14 Bonding                                           32


                            ARTICLE  XI
                     PARTICIPATING  EMPLOYERS

     11.1 Adoption by Other Employers                       32
     11.2 Contributions by Employer and Participating
          Employers                                         32
     11.3 Employee Transfers and Terminations               33
     11.4 Designation of Employer as Agent                  33
     11.5 Expenses Shared by Participating Employers        33
     11.6 Amendment                                         33
     11.7 Discontinuance of Participation                   33


                           ARTICLE  XII
                    AMENDMENT  AND  TERMINATION

     12.1 Right to Amend                                    34
     12.2 Right to Terminate                                34
     12.3 Permanent Discontinuance of Contributions         34


                           ARTICLE  XIII
                           MISCELLANEOUS

     13.1 Exclusive Benefit of Participants                 34
     13.2 Plan Does Not Restrict Employer's Employment and
          Business Policies                                 34
     13.3 Rights Against Employer                           34
     13.4 Intention to Continue Plan                        35
     13.5 Assumption of Plan by Successor                   35
     13.6 Predecessor Employer                              35
     13.7 Controlled or Affiliated Service Groups           35
     13.8 Leased Employees                                  36
     13.9 Interest in Trust not Subject to 
          Creditors' Claims                                 36
    13.10 Internal Revenue Service Approval of Employer's
          Plan                                              36
    13.11 Mistake of Fact                                   37
    13.12 Disallowance of Deduction                         37
    13.13 Restrictions on Return of Contributions           37
    13.14 Claims                                            37
    13.15 Direct Rollovers                                  37
    13.16 Agent for Service of Process                      38
    13.17 Masculine, Feminine                               38
    13.18 Applicable Law                                    38

                                -184-


                   PROFIT SHARING PLAN AND TRUST

                         FOR EMPLOYEES OF

                    ORANGE-CO OF FLORIDA, INC.


         THIS AGREEMENT  is made and entered into this       day of
December  20,  1994, by and between Orange-co of Florida,  Inc.,  a
Florida  corporation (the "Employer"), and B. H. Griffin, III  (the
"Trustee").


         WHEREAS,   the  Employer desires to recognize  the  contri
bution  made  to its successful operation by its employees  and  to
reward  that  contribution by means of a Profit  Sharing  Plan  for
those employees who qualify as participants hereunder; and

         WHEREAS,   the  Profit  Sharing  Plan  provides  for  the
establishment of a Trust into which contributions may  be  made  by
the  Employer  for  later distribution to the  participants,  their
beneficiaries or their estates; and

         WHEREAS,  this Profit Sharing Plan is intended to be quali
fied under Section 401(a) of the Internal Revenue Code of 1986,  as
amended, and the Trust is intended to be exempt from taxation under
Section 501(a) thereof.

         NOW, THEREFORE,  effective January 1, 1993 (the "Effective
Date"),  the  Employer hereby adopts this Profit Sharing  Plan  and
creates  a Trust hereunder as the funding vehicle for the exclusive
benefit  of  the  participants  and their  beneficiaries,  and  the
Trustee  hereby accepts the Profit Sharing Plan and  Trust  on  the
terms and conditions set forth herein.



                             ARTICLE I
                            DEFINITIONS

DEFINITIONS:

         1.1   "Active Participant" means any Participant who, with
respect  to  a Plan Year, is eligible to participate  in  the  Plan
under Article  and (i) is eligible to receive an allocation of  the
Employer contribution under Section  or (ii) if the Plan is a  Top-
Heavy  Plan (as defined in Section ) for that Plan Year, is a  Non-
Key Employee and is employed by the Employer on the last day of the
Plan  Year.   Notwithstanding the above,  any  Participant  who  is
considered an Active Participant solely because of clause  (ii)  of
the   preceding  sentence  shall  not  be  considered   an   Active
Participant  for the Plan Year to the extent that the  sum  of  the
allocations  (other  than  earnings) to his  Employer  Contribution
Account for the Plan Year exceeds the lesser of three percent  (3%)
of  the  Participant's  Compensation or the  greatest  contribution
(expressed as a percentage of Compensation) made on behalf  of  any
Key   Employee,  taking  into  account  the  sum  of  all  Employer
contributions (excluding earnings) allocated to such Key Employee's
Employer  Contribution Account for that Plan Year.  A Participant's
status  as an Active Participant will be determined without  regard
to such Participant's attainment of any age.

         1.2   "Aggregate  Account" means, with respect  to  a  Par
ticipant,  the value of all accounts established and maintained  on
behalf of the Participant.

         1.3   "Aggregation Group" means either a Permissive  Aggre
gation  Group  or  a  Required Aggregation  Group,  as  hereinafter
defined.

         1.4   "Anniversary Date" means the last day  of  the  Plan
Year.

                                -185-


         1.5   "Annual  Addition" means the sum  of  the  following
amounts credited to a Participant's accounts for a Limitation Year:

             (a)    Employer contributions;

             (b)    Forfeitures;

             (c)    amounts  allocated to an  individual  medical
benefit account (as defined in Section 415(1)(2) of the Code)  that
is  part  of a pension or annuity plan maintained by the  Employer;
and

             (d)    amounts derived from contributions  that  are
attributable to post-retirement medical benefits allocated  to  the
separate    account   of   a   Key   Employee   (as   defined    in
Section  419A(d)(3) of the Code) under a welfare benefit  fund  (as
defined in Section 419(e) of the Code) maintained by the Employer.

         1.6  "Beneficiary" or "Beneficiaries" means the person  or
persons  to  whom  a  deceased Participant's Aggregate  Account  is
payable.

         1.7   "Break  in Service" means a twelve (12)  consecutive
month  period (the "computation period") during which  an  Employee
has not completed more than 200 Hours of Service with the Employer.
Notwithstanding  the preceding sentence, a Break in  Service  shall
not  result  from  an authorized leave of absence,  as  defined  in
Section , and shall not occur in a computation period during  which
an  Employee becomes a Participant or in which he retires, dies  or
suffers Total and Permanent Disability.

         In  determining whether an Employee incurred  a  Break  in
Service  for a computation period in which, or following  which,  a
maternity or paternity absence (as defined below) occurs, the Hours
of  Service  which normally would have been credited  but  for  the
maternity  or paternity absence (or 8 Hours of Service per  day  if
the  Plan Administrator is unable to determine the Hours of Service
which  normally would have been credited) shall be credited to  the
computation  period in which such absence begins, if  the  Employee
would  incur a Break in Service if the hours were not so  credited;
in  all  other cases the Hours of Service shall be credited to  the
following computation period.  Notwithstanding the above, the total
Hours  of  Service credited under a maternity or paternity  absence
shall not exceed 201 hours.

         A  "maternity  or paternity absence" is one  in  which  an
Employee  is absent from work because of (i) the pregnancy  of  the
Employee,  (ii)  the  birth of a child of the Employee,  (iii)  the
placement  of  a  child with the Employee in  connection  with  the
adoption of such child by the Employee or (iv) the caring  for  the
child  immediately  following such birth or placement.   As  a  con
dition of the receipt by an Employee of credit for Hours of Service
pursuant  to this Section, the Administrator may require  that  the
Employee timely furnish such information as is reasonably necessary
to  establish that the absence from work was for a cause stated  in
subparagraphs  (i) through (iv) above and to verify the  number  of
days attributable to such cause.

         1.8   "Cash Out" means either an Involuntary Cash  Out  or
Voluntary Cash Out.

         1.9   "Code" means the Internal Revenue Code of  1986,  as
amended.

        1.10 "Compensation" means, with respect to any Participant,
wages,  tips  and  other payments described in Treasury  Regulation
Section  1.415-2(d)(11)(i) (W-2 earnings)  actually  paid  to  such
Participant  during  the  Plan Year for services  rendered  to  the
Employer.   Compensation shall not include contributions  that  are
made  by  the  Employer on behalf of a Participant to  a  cafeteria
plan, 

                                -186-

as defined in Section 125 of the Code, or amounts contributed
pursuant to Sections 402(a)(8), 402(h) and 403(b) of the Code,  and
shall  not  include (i) relocation expenses and (ii)  taxable  life
insurance premiums.  For purposes of this Section, in the case of a
Participant's first year of participation or reparticipation in the
Plan,  Compensation will be based on the Participant's Compensation
for  that  portion of the Plan Year during which he was  a  Partici
pant;  however,  for  purposes of the minimum allocations  required
under Section , the Participant's Compensation for the entire  Plan
Year shall be taken into account.

        Notwithstanding the foregoing, however, the Compensation of
each  Participant taken into account under the Plan  for  any  year
shall   not  exceed  $200,000  for  Plan  Years  beginning   before
January  1,  1994,  and  $150,000 for Plan  Years  beginning  after
December 31, 1993, as adjusted by the Secretary of the Treasury  at
the  time and in the manner prescribed under Section 415(d) of  the
Code (the "compensation limitation").  For this purpose, the dollar
increase  in effect on January 1 of any calendar year is  effective
for  Plan Years beginning in such calendar year.  If any Plan  Year
contains  fewer than twelve (12) calendar months, then  the  annual
compensation   limitation  is  an  amount  equal  to   the   annual
compensation  limitation  for  the  calendar  year  in  which   the
compensation  period begins, multiplied by the  ratio  obtained  by
dividing  the  number of full months in the period by twelve  (12).
In  determining the Compensation of a Participant for  purposes  of
the  compensation limitation, the rules of Section 414(q)(6) of the
Code  shall  apply,  except that in applying such  rules  the  term
"family" shall include only the spouse of the Participant  and  any
lineal descendants of the Participant who have not attained age  19
before  the  close  of  the Plan Year.  If,  as  a  result  of  the
application of such rules the compensation limitation is  exceeded,
then  the  compensation  limitation shall  be  prorated  among  the
affected  individuals  in  proportion  to  each  such  individual's
Compensation   prior  to  the  application  of   the   compensation
limitation.

         1.11  "Defined Benefit Plan Fraction" means, for any  Plan
Year, the following fraction:

             (a)    the numerator is the "projected annual benefit"
of  the Participant under all defined benefit plans (whether or not
terminated) maintained by the Employer (determined as of the  close
of the Plan Year); and

             (b)     the denominator is the lesser of (i) one  hun
dred twenty-five percent (125%) of the dollar limitation determined
for  the Limitation Year under Sections 415(b) and (d) of the Code,
or  (ii)  one  hundred  forty percent (140%) of  the  Participant's
average Compensation for the three (3) consecutive Years of Service
in which he received his highest compensation.

         For  purposes  of  paragraph (a) above, "projected  annual
benefit"  means  the  annual retirement  benefit  (adjusted  to  an
actuarially  equivalent straight life annuity if  such  benefit  is
expressed  in  any  form  other than a  straight  life  annuity  or
qualified  joint  and  survivor annuity) to which  the  Participant
would  be  entitled under the terms of the Plan  assuming  (i)  the
Participant  will  continue employment until  his  Retirement  Date
under  the  Plan  (or current age, if later), and  (ii)  the  Parti
cipant's Compensation for the current Limitation Year and all other
relevant  factors used to determine benefits under  the  Plan  will
remain constant for all future Limitation Years.

         1.12  "Defined Contribution Plan Fraction" means, for  any
Plan Year, the following fraction:

              (a)     the  numerator is the sum of the Annual  Addi
tions  to  the Participant's account under all defined contribution
plans  (whether or not terminated) maintained by the  Employer  for
the  current  and  all  prior Limitation  Years,  including  Annual
Additions  attributable  to  (i)  the  Participant's  nondeductible
employee contributions to all defined benefit plans (whether or not
terminated)  maintained by the Employer, (ii) all  welfare  benefit
funds (as defined in Section 419(e) of the Code) 

                                -187-

maintained by  the
Employer,  and  (iii) all individual medical benefit  accounts  (as
defined  in  Section  415(1)(2) of  the  Code)  maintained  by  the
Employer; and

              (b)     the  denominator is the sum  of  the  maximum
aggregate  amounts for the current and all prior Limitation  Years,
regardless of whether a defined contribution plan was maintained by
the  Employer.  The maximum aggregate amount in any Limitation Year
is  the lesser of (i) one hundred twenty-five percent (125%) of the
dollar limitation in effect under Section 415(c)(1)(A) of the  Code
or (ii) thirty-five percent (35%) of the Participant's Compensation
for such Limitation Year.

         Notwithstanding  the  above,  if  the  Participant  was  a
participant as of the end of the first day of the first  Limitation
Year  beginning  after December 31, 1986 in  one  or  more  defined
contribution  plans  maintained  by  the  Employer  that  were   in
existence on May 6, 1986, then the numerator of this fraction  will
be adjusted if the sum of the fraction and the Defined Benefit Plan
Fraction  would otherwise exceed 1.0 under the terms of this  Plan.
Under  this adjustment, an amount equal to the product of  (i)  the
excess  of  the sum of such fractions over 1.0 times  (ii)  the  de
nominator of the fraction will be permanently subtracted  from  the
numerator of the fraction.  This adjustment is calculated using the
fractions  as  they would be computed as of the  end  of  the  last
Limitation  Year beginning before January 1, 1987, and disregarding
any  changes  in  the terms and conditions of the Plan  made  after
May 5, 1986, but using the Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.

         1.13  "Determination Date" means, in the case of the first
Plan  Year,  the  last day of such Plan Year.  For all  other  Plan
Years it shall mean the last day of the preceding Plan Year.

         1.14  "Employee" means any person who is employed  by  the
Employer  and  any  person  who is required  to  be  considered  an
Employee  of  the Employer under Section 414(n) of  the  Code,  but
excludes the following:

              (a)    independent contractors;

              (b)     individuals included in a unit covered  by  a
collective  bargaining agreement between the Employer and  employee
representatives, if retirement benefits were the  subject  of  good
faith bargaining (for this purpose, "employee representatives" does
not  include  any organization more than half of whose members  are
employees  who are owners, officers or executives of the Employer);
and

              (c)     nonresident aliens who receive no income from
the  Employer  which  constitutes income from  sources  within  the
United States.

         "Employee"  includes  any employee of  the  Employer  main
taining  the  Plan or any other employer required to be  aggregated
with the Employer under Sections 414(b), 414(c), 414(m), 414(n)  or
414(o)  of the Code, but only to the extent such provisions require
that employees of another employer be treated as an employee of the
Employer.

         1.15  "Employer" means the Employer that adopts this  Plan
and any other employer that has adopted this Plan by resolution or,
in   the  case  of  an  unincorporated  trade  or  business,  other
appropriate  action (hereinafter a "Participating Employer").   All
members  of  a  controlled  group of corporations  (as  defined  in
Section  414(b) of the Code), all trades or businesses--whether  or
not    incorporated--under   common   control   (as   defined    in
Section  414(c) of the Code), all members of an affiliated  service
group  (as  defined in Section 414(m) of the Code)  and  any  other
entity required to be aggregated with the Employer pursuant to  the
regulations  issued  under Section 414(o)  of  the  Code  shall  be
treated  as a single Employer, but only to the extent and  for  the
limited  purposes specified in those provisions.  For  purposes  of
Section 415 of the Code, the rules in Section 414(b) and 414(c)  of

                                -188-


the  Code  shall be modified as provided in Section 415(h)  of  the
Code.   Further,  except  as  specifically  provided  herein,   the
employees of all members of a controlled group of corporations  (as
defined  in Section 414(b) of the Code), all trades or businesses--
whether  or  not incorporated--under common control (as defined  in
Section  414(c) of the Code), all members of an affiliated  service
group  (as  defined in Section 414(m) of the Code)  and  any  other
entity  required  to  be aggregated with the Employer  pursuant  to
Section  414(o)  of the Code and the regulations issued  thereunder
shall  be  treated as employed by the Employer, but only  for  Plan
Years   with  respect  to  which  the  Employer  consents  to   the
participation  of that organization in the Plan as a  Participating
Employer.

         1.16  "Employer  Contribution Account" means  the  account
established and maintained for each Participant with respect to his
total   interest  in  the  Plan  attributable  to  the   Employer's
contributions made under Section  and the earnings thereon.

         1.17 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

         1.18  "Excess  Amount" means the excess of a Participant's
Annual   Additions  for  the  Limitation  Year  over  the   Maximum
Permissible Amount.

         1.19 "Fiduciary" means any person who:

              (a)     exercises discretionary authority or  control
with  regard  to  the management of the Plan or the disposition  of
Plan assets;

              (b)     renders investment advice for a fee or  other
remuneration (direct or indirect) with respect to monies  or  other
property of the Plan; or

              (c)     has discretionary authority or responsibility
as to the administration of the Plan.

         1.20  "Fiscal Year" means the Employer's accounting period
of  twelve  (12) months, commencing on October 1 of each  year  and
ending on the following September 30.

         1.21  "Forfeiture" means that portion of  a  Participant's
Employer Contribution Account that is not vested, but only upon the
earlier of:

              (a)     the distribution of the entire vested portion
of the Participant's Employer Contribution Account; or

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

         1.22  "Highly  Compensated  Employee"  means  any  "highly
compensated   active   employee"  or  "highly  compensated   former
employee."

         A  "highly  compensated  active  employee"  includes  any
Employee  who performs services for the Employer during  the  deter
mination  year  and  who, during the look-back year,  (i)  received
compensation  (as  defined below) from the Employer  in  excess  of
$75,000   (as   adjusted  under  Section  415(d)  of   the   Code),
(ii)  received compensation from the Employer in excess of  $50,000
(as adjusted under Section 415(d) of the Code) 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
Section  415(b)(1)(A)  of the Code.  The term  "Highly  Compensated
Employee" also includes (i) Employees who are both described in the
preceding  sentence if the term "determination year" is substituted
for  the  term "look-back year" and the 

                                -189-

Employee is one of the  one
hundred (100) Employees who received the most compensation from the
Employer during the determination year, and (ii) 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, then the highest paid officer for such year  shall
be treated as a Highly Compensated Employee.

         For purposes of this Section, the determination year shall
be  the Plan Year, and the look-back year shall be the twelve  (12)
month period immediately preceding the determination year.  Notwith
standing the foregoing, the Employer may elect to compute the look-
back  year on the basis of the calendar year ending with or  within
the  determination  year,  as provided  under  Treasury  Regulation
Section   1.414(q)-1T  Q&A-14(b)  and  subject  to  the  provisions
thereof.

         A  "highly  compensated  former  employee"  includes  any
Employee  who  separated from service (or was deemed to  have  sepa
rated) 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 such employee's 55th birthday.

         If,  during  a  determination year or look-back  year,  an
active  or  former  Employee is a family member of  either  a  five
percent (5%) owner 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 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  five percent (5%) owner or top-ten Highly  Compensated
Employee  shall  be treated as a single Employee  receiving  compen
sation and plan contributions or benefits equal to the sum of  such
compensation and contributions or benefits of the family member and
five  percent  (5%)  owner or top-ten Highly Compensated  Employee.
For  purposes of this Section, family member includes  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,  the
number  of Employees treated as officers and the compensation  that
is  considered, will be made in accordance with Section  414(q)  of
the  Code  and  the regulations issued thereunder.  In  determining
which Employees are members of the top-paid group, the Employer may
elect under Treasury Regulation Section 1.414(q)-1T Q&A-9(b)(2)  to
exclude Employees based on a shorter period of service or lower age
than  otherwise allowable, provided that any such election must  be
uniform  and  consistent with respect to all  situations  in  which
Section 414(q) of the Code is applicable to the Employer.

         For   purposes  of  this  Section,  "compensation"  means
compensation within the meaning of Section 415(c)(3) of  the  Code,
without regard to Sections 125, 402(a)(8) and 402(h)(1)(B)  of  the
Code.

         1.23 "Hour of Service" means:

              (a)    each hour for which an Employee is directly or
indirectly  compensated  or  entitled  to  compensation  from   the
Employer  for  the  performance  of duties  during  the  applicable
computation period;

              (b)    each hour for which an Employee is directly or
indirectly  compensated  or  entitled  to  compensation  from   the
Employer--irrespective of whether the employment  relationship  has
terminated--for reasons other than the performance of duties  (such
as vacation, holidays, sickness, disability, lay-off, military duty
or leave of absence) during the applicable computation period; and

                                 -190-


              (c)     each  hour for which back pay is  awarded  or
agreed to by the Employer, without regard to mitigation of damages.

         Hours of Service will be credited for employment with  all
members  of  a  controlled  group of corporations  (as  defined  in
Section  414(b) of the Code), all trades or businesses--whether  or
not    incorporated--under   common   control   (as   defined    in
Section 414(c) of the Code) of which the Employer is a member,  all
members   of   an   affiliated  service  group   (as   defined   in
Section  414(m) of the Code), and any other entity required  to  be
aggregated with the Employer pursuant to Section 414(o) of the Code
and the regulations thereunder.

         Hours  of  Service will also be credited to any individual
considered  an  Employee  for  purposes  of  this  Plan  under  Sec
tions 414(n) or 414(o) of the Code and the regulations issued there
under,  but only for the purposes and to the extent required  under
those provisions.

         Notwithstanding paragraph (b) above, no more than 501 Hours
of Service are required to be credited to an Employee on account of
any single continuous period during which the Employee performs  no
duties  (whether or not such period occurs in a single  computation
period),  and  an  hour  for  which  an  Employee  is  directly  or
indirectly  paid, or entitled to payment, on account  of  a  period
during which no duties are performed is not required to be credited
to  the  Employee  if  such payment is made or  due  under  a  plan
maintained by the Employer solely for the purpose of complying with
applicable  worker's  compensation,  unemployment  compensation  or
disability insurance laws.  In addition, Hours of Service  are  not
required  to  be  credited hereunder for  a  payment  which  solely
reimburses  an  Employee for medical or medically related  expenses
incurred  by  the  Employee.  For this purpose, the  provisions  of
Sections  2530.200b-2(b) and (c) of the Department  of  Labor  Regu
lations are incorporated herein by reference.

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

         1.24  "Investment  Manager"  means  any  person,  firm  or
corporation that:

              (a)     is  (i)  registered as an investment  adviser
under  the Investment Advisers Act of 1940, (ii) a bank, as defined
in that Act, or (iii) an insurance company, as defined in that Act;

              (b)    has the power to manage, acquire or dispose of
Plan assets; and

              (c)     acknowledges in writing its Fiduciary  status
with respect to the Plan.

         1.25  "Involuntary  Cash Out" means a  distribution  to  a
Participant  that meets the following conditions:  (i) the  Partici
pant's   entire   Vested   Interest  in   his   Aggregate   Account
is distributed to him, (ii) the Vested Interest so distributed does
not exceed $3,500, and (iii) the distribution is made on account of
the Participant's termination of participation in the Plan.

         1.26  "Key Employee" means any Employee or former Employee
(and his Beneficiary or Beneficiaries) who, at any time during  the
Plan Year or any of the preceding four (4) Plan Years, is or was:

              (a)    an officer of the Employer if such individual's
Annual Compensation (as defined below) exceeded fifty percent (50%)
of the dollar limitation under Section 415(b)(1)(A) of the Code;

                                -191-


              (b)     one of the ten (10) Employees owning (or  con
sidered  as owning within the meaning of Section 318 of  the  Code)
the  largest interests in the Employer if such individual's  Annual
Compensation  exceeded one hundred percent  (100%)  of  the  dollar
limitation under Section 415(c)(l)(A) of the Code;

              (c)    a "Five Percent Owner" of the Employer, meaning
any  person who owns (or is considered as owning within the meaning
of  Section  318 of the Code) more than five percent  (5%)  of  the
outstanding  stock of the Employer, or stock possessing  more  than
five percent (5%) of the total combined voting power of all classes
of  stock of the Employer.  In determining percentage ownership for
purposes  of this paragraph (c), Employers that would otherwise  be
aggregated under Sections 414(b), (c) and (m) of the Code shall  be
treated as separate Employers; or

              (d)    a "One Percent Owner" of the Employer, meaning
any  person who owns (or is considered as owning within the meaning
of  Section  318  of the Code) more than one percent  (1%)  of  the
outstanding stock of the Employer or stock possessing more than one
percent  (1%) of the total combined voting power of all classes  of
stock of the Employer, having Annual Compensation from the Employer
of more than $150,000.  In determining percentage ownership for pur
poses  of  this  paragraph (d), Employers that would  otherwise  be
aggregated under Sections 414(b), (c) and (m) of the Code shall  be
treated  as separate Employers; however, in determining whether  an
individual  has  Annual Compensation of more than $150,000,  Annual
Compensation  from  each Employer required to be  aggregated  under
Sections  414(b),  (c)  and (m) of the Code  shall  be  taken  into
account.

         For  purposes of this Section, "Annual Compensation" means
compensation  as  defined in Section 415(c)(3)  of  the  Code,  but
includes  amounts contributed by the Employer pursuant to a  salary
reduction agreement (which are excludable from the Employee's gross
income under Sections 125, 402(a)(8), 402(h)(1)(B) or 403(b) of the
Code).

         The  rules applicable to Key Employees shall be determined
in   accordance  with  Section  416(i)(1)  of  the  Code  and   the
regulations issued thereunder.

         1.27 "Limitation Year" means the Plan Year, unless another
twelve  (12) consecutive month period is selected by the  Employer.
All  qualified plans maintained by the Employer must use  the  same
Limitation  Year.   If  the Limitation Year  is  changed,  the  new
Limitation Year must begin on a date within the Limitation Year  in
which the amendment implementing the change is made.

         1.28  "Maximum Permissible Amount" means, with respect  to
any  Limitation  Year,  the maximum Annual  Addition  that  may  be
contributed or allocated to a Participant's account under the Plan,
which  shall  not exceed the lesser of (a) the defined contribution
dollar limitation (as determined under Section 415 (c)(1)(A) of the
Code),  or  (b)  twenty-five  percent (25%)  of  the  Participant's
Compensation  for that year.  The compensation limitation  referred
to  in  (b)  above shall not apply to any contribution for  medical
benefits  (within the meaning of Sections 401(h) or  419A(f)(2)  of
the  Code)  which is otherwise treated as an Annual Addition  under
Sections  415(l)(1)  or  419A(d)(2)  of  the  Code.   If  a   short
Limitation  Year results from an amendment changing the  Limitation
Year  to  a  different twelve (12) consecutive  month  period,  the
Maximum Permissible Amount will not exceed the defined contribution
dollar limitation multiplied by a fraction, the numerator of  which
is  the  number  of  months in the short Limitation  Year  and  the
denominator of which is twelve (12).

         1.29  "Non-Highly Compensated Employee" means an  Employee
who is not a Highly Compensated Employee.

         1.30 "Non-Key Employee" means an Employee who is not a Key
Employee.

                                -192-

         1.31  "Owner-Employee" means an individual who is  a  sole
proprietor  or  a partner in a partnership who owns more  than  ten
percent  (10%)  of  either  the capital  interest  or  the  profits
interest of the partnership.

         1.32 "Participant" means (i) any Employee who, with respect
to  the  Plan  Year,  is eligible to participate  in  the  Plan  as
provided  in  Section   or  (ii) any  individual  who  has  accrued
benefits under the Plan.

         1.33  "Participant Directed Account"  means  one  or  more
accounts  designated as such by the Plan Administrator  over  which
the Participant has the authority to direct investments pursuant to
Section .

         1.34 "Permissive Aggregation Group" means a group of plans
not  required to be included in a Required Aggregation Group.   The
Employer  may  treat any plan not required to  be  included  in  an
Aggregation  Group as being part of such group if the  group  would
continue to meet the requirements of Sections 401(a)(4) and 410  of
the Code with that plan being taken into account.

         1.35 "Plan" means this document and all amendments thereto,
as well as the Trust used to fund benefits hereunder.

         1.36  "Plan  Administrator" or "Administrator"  means  the
Employer, or the individual or entity designated by the Employer to
administer the Plan.

         1.37  "Plan Year" means the period of twelve (12)  months,
commencing  on  January 1 of each year and ending on the  following
December 31.

         1.38 "Qualifying Employer Real Property" means parcels  of
real  property leased by the Plan to the Employer or its affiliate,
provided that:

              (a)     a  substantial number of the parcels are  geo-
graphically dispersed; and

              (b)     each parcel and its improvements are suitable
or readily adaptable to more than one use.

         1.39  "Qualifying  Employer Securities"  means  securities
consisting  of stock or marketable obligations that are  issued  by
the   Employer  or  its  affiliates  and  that  are  described   in
Section 407(d)(5) of ERISA.

         1.40 "Required Aggregation Group" means:

              (a)     each 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

              (b)    each other qualified plan of the Employer which
enables  a  plan  described in paragraph  (a)  above  to  meet  the
requirements of Sections 401(a)(4) and/or 410 of the Code.

         1.41  "Retirement Date" means the first day of  the  month
coinciding  with  or  immediately preceding the  date  on  which  a
Participant reaches age sixty-five (65).

         1.42  "Segregated Account" means an account the assets  of
which  are set apart and invested separately from the other  assets
of this Plan.

                                -193-


         1.43 "Shareholder-Employee" means a Participant who is  an
Employee or officer of an electing small business corporation under
Section  1362 of the Code and who owns (or is considered as  owning
within  the meaning of Section 318(a)(l) of the Code), on  any  day
during  the  Fiscal  Year  of  such  corporation,  more  than  five
percent (5%) of the outstanding stock of the corporation.

         1.44 "Total and Permanent Disability" means a physical  or
mental  condition  of a Participant resulting from  bodily  injury,
disease   or  mental  disorder  which  renders  him  incapable   of
continuing  his usual and customary employment with  the  Employer.
The  disability of a Participant shall be determined by a  licensed
physician chosen by the Plan Administrator; provided, however, that
if  a  Participant  has  been certified as eligible  to  receive  a
disability  benefit under Title II of the Federal  Social  Security
Act, such certificate shall be treated as conclusive proof that the
Participant is Totally and Permanently Disabled.  The determination
of   disability  hereunder  shall  be  applied  uniformly  to   all
Participants.

         1.45  "Trustee" means the person or entity  designated  as
Trustee  on  the  first page of this Plan and any successors  subse
quently named to serve in said capacity.

         1.46  "Trust  Fund" or "Trust" means the  Trust  which  is
established  to  hold  and invest contributions  under  this  Plan,
together  with  investment gains and losses, as maintained  by  the
Trustee.

         1.47 "Valuation Date" means the last day of the Plan Year,
or such other dates designated by the Plan Administrator.

         1.48  "Vested  Interest"  means  that  portion  of  a  Par
ticipant's Aggregate Account that is nonforfeitable.

         1.49  "Voluntary  Cash  Out" means  a  distribution  to  a
Participant  that meets the following conditions:   (i)  the  Parti
cipant has voluntarily elected to receive a distribution of all  or
a portion of the Vested Interest in his Aggregate Account, (ii) the
Vested  Interest  so  distributed exceeds  $3,500,  and  (iii)  the
distribution is made on account of the Participant's termination of
participation in the Plan.

         1.50  "Year  of  Service" means a period  of  twelve  (12)
consecutive  months  (the  "computation period")  during  which  an
Employee completes at least 400 Hours of Service.

         In  determining Years of Service and Breaks in Service for
purposes of vesting, the computation period shall be the Plan Year,
and  all  Years of Service shall be taken into account  (except  as
otherwise  provided  herein).  Notwithstanding  anything  contained
herein  to  the  contrary, in determining an  Employee's  Years  of
Service  with the Employer any period in which the Employee  is  or
was   covered  under  a  collective  bargaining  agreement  between
employee  representatives  and the Employer  shall  be  taken  into
account  in accordance with the above rules, regardless of  whether
that  individual was excluded from participation  in  the  Plan  on
account of coverage under such collective bargaining agreement.

         The Administrator may, in accordance with a uniform and non
discriminatory policy, elect to credit Hours of Service pursuant to
this Plan using one of the following methods:

              (a)     actual Hours of Service for which an Employee
is paid or entitled to payment.

              (b)    190 Hours of Service for each month in which an
Employee  is paid or entitled to payment for at least one  Hour  of
Service.

                                -194-

              (c)    95 Hours of Service for each semimonthly period
in  which  an Employee is paid or entitled to payment for at  least
one Hour of Service.

              (d)    45 Hours of Service for each week in which  an
Employee  is paid or entitled to payment for at least one  Hour  of
Service.

              (e)     10 Hours of Service for each day in which  an
Employee  is paid or entitled to payment for at least one  Hour  of
Service.


                            ARTICLE  II
                            ELIGIBILITY


         2.1  Qualification as a Participant.

              (a)    Each individual who is an Employee, but not  a
leased employee (as defined in Section (c)), on the Effective  Date
set forth on the first page hereof shall participate in the Plan on
the  Effective Date.  Each additional Employee who is not a  leased
employee shall participate as of the date he first renders an  Hour
of Service to the Employer.

              (b)     The  Plan  Administrator shall determine  the
eligibility  of each Employee for participation in the  Plan  based
upon  information furnished by the Employer, and that determination
shall be conclusive and binding upon all persons.

         2.2  Notice of Participation.  The Plan Administrator shall
give  each  Employee who qualifies as a Participant  under  Section
notice  of  his  eligibility to participate and shall  furnish  the
Employee a written summary of the Plan as then in effect.

         2.3  Leave of Absence.

              (a)    A nonpaid leave of absence for an Employee for
no longer than one (1) year may be authorized by the Employer on  a
uniform  and  nondiscriminatory basis.   During  such  a  leave  of
absence,  the  Employee  shall retain full eligibility  under  this
Plan;  provided, however, that if the Employee does not  return  to
active  employment with the Employer within thirty  (30)  days  fol
lowing the expiration of the leave of absence period, said Employee
shall  be  considered  as having terminated employment  as  of  the
commencement of the period of absence.

              (b)    To the extent required by law, the absence of a
Participant by reason of military duty in the armed forces  of  the
United  States shall not be considered a Break in Service, provided
the  Participant  returns to active employment  with  the  Employer
within  ninety (90) days from the date of his separation  from  the
armed forces.

         2.4   Reparticipation.  A Participant shall  commence  par
ticipation  in  this  Plan  immediately  upon  his  return  to  the
Employer's employ.

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

                                -196-


         2.6   Inclusion of Ineligible Employee.  If, in  any  Plan
Year,  an  Employee who should not have been included as an  Active
Participant  in the Plan is erroneously included and the  discovery
of  such incorrect inclusion is not made until after a contribution
for the Plan Year has been made, the Employer shall not be entitled
to  recover  the  contribution made with respect to the  ineligible
person  regardless of whether or not a deduction is allowable  with
respect   to   such  contribution.   In  such  event,  the   amount
contributed  with  respect  to  the  ineligible  person  shall   be
forfeited  in the Plan Year in which the discovery is  made.   Such
forfeited  amount  shall then be allocated to the  Employer  Contri
bution   Accounts   of  Active  Participants  in  accordance   with
Section (a).


                           ARTICLE  III
                       TOP-HEAVY  PROVISIONS


         3.1  Special Top-Heavy Plan Requirements.  In any Plan Year
in  which  this  Plan  is determined to be a "Top-Heavy  Plan"  (as
defined  in  Section  below), the following provisions shall  apply
and  shall supersede and override any other provisions in the  Plan
to the contrary:

              (a)    the vesting requirements of Section (a); and

              (b)      the  minimum  contribution  and  allocation
requirements of Section .

         3.2  Determination of Top-Heavy Status.

              (a)     This Plan shall be a Top-Heavy Plan  for  any
Plan  Year  in  which, as of the Determination  Date,  any  of  the
following conditions exist:

                  (i)   the   Top-Heavy  Ratio   (as   defined   in
     paragraph (c) below) exceeds sixty percent (60%) and the  Plan
     is  not  part of any Required Aggregation Group or  Permissive
     Aggregation Group; or

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

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

              (b)    This Plan shall be a Super Top-Heavy Plan  for
any Plan Year in which, as of the Determination Date, the Top-Heavy
Ratio exceeds ninety percent (90%).

              (c)     If the Employer maintains one or more defined
contribution  plans (including a simplified employee pension  plan)
and  has not maintained any defined benefit plan which, during  the
five  (5)  year  period ending on the Determination Date,  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 Date (including  any
account  balance distributed in the five (5) year period ending  on
the Determination Date) and the denominator of which is the sum  of
all account balances (including any account balance distributed  in
the  five  (5) year period ending on the Determination Date),  both
computed  in  accordance  with Section 416  of  the  Code  and  the
regulations  issued thereunder.  Both the numerator and denominator
of   the   Top-Heavy  Ratio  shall  be  adjusted  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
Section 416 of the Code and the regulations issued thereunder.

                                -196-


              (d)     If the Employer maintains one or more defined
contribution  plans (including a simplified employee pension  plan)
and  maintains or has maintained one or more defined benefit  plans
which,  during the five (5) year period ending on the Determination
Date,  has  had  any accrued benefit, 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 paragraph (c) 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 paragraph  (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 Section 416 of the Code and
the  regulations issued thereunder.  The accrued benefits  under  a
defined benefit plan in both the numerator and denominator  of  the
Top-Heavy  Ratio  shall  be adjusted for  any  distribution  of  an
accrued  benefit  made in the five (5) year period  ending  on  the
Determination Date.

              (e)     For purposes of paragraphs (c) and (d) above,
the  value  of  account balances and the present value  of  accrued
benefits  will  be determined as of the most recent Valuation  Date
that  coincides with or falls within the twelve (12)  month  period
ending on the Determination Date, except as provided in Section 416
of the Code and the regulations issued thereunder for the first and
second  Plan Years of a defined benefit plan.  The account balances
and accrued benefits of a Participant who is not a Key Employee but
who was a Key Employee in a prior year or who has not been credited
with  at least one (1) Hour of Service with an Employer maintaining
the  plan at any time during the five (5) year period ending on the
Determination Date will be disregarded.  The calculation of the Top-
Heavy  Ratio  and the extent to which distributions, rollovers  and
transfers  are  taken into account will be made in accordance  with
Section  416  of  the  Code and the regulations issued  thereunder.
When  aggregating plans, the value of account balances and  accrued
benefits  will  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 (a) the method, if any, that  is
uniform  for  accrual  purposes under  all  defined  benefit  plans
maintained  by  the Employer, or (b) if there is no method,  as  if
such benefit accrued not more rapidly than the slowest accrual rate
permitted under the fractional rule of Section 411(b)(1)(C) of  the
Code.


                            ARTICLE  IV
                           CONTRIBUTIONS


         4.1   Employer Contributions.  For the Fiscal Year of  the
Employer during which the Plan is adopted, and for each Fiscal Year
thereafter, the Employer shall contribute to this Plan an amount to
be  determined by the Employer; provided, however, that such amount
shall  not  exceed fifteen percent (15%) of the aggregate  Compensa
tion of all Active Participants, or such other amount allowable  as
a  deduction to the Employer under the Code.  All contributions  by
the  Employer under this Section shall be made in cash or  in  such
other property as is acceptable to the Trustee.

         4.2   Maximum  Limitation  Applicable  to  Combination  of
Defined  Contribution Plans.  In the event the  Employer  maintains
this  Plan  and  another defined contribution plan,  the  aggregate
amount  of  contributions to both such plans for  any  Fiscal  Year
shall  not  exceed  twenty-five percent (25%) of the  total  Compen
sation  paid  or  accrued on behalf of all Active Participants  for
that  year, or such other percentage as may be permitted from  time
to time by the Code.

         4.3   Time  of  Payment  of Employer  Contributions.   The
Employer shall pay to the Trustee its contribution to the Plan  for
each  Fiscal Year in one or more installments, the total amount  

                                -197-


to be deposited in the Trust within the time prescribed by law for
filing the Employer's federal income tax return for its Fiscal Year
(including  extensions) coinciding with or within  which  the  Plan
Year ends.


                            ARTICLE  V
                            ALLOCATIONS


         5.1  Minimum Allocations for Top-Heavy Plan Years.

              (a)     For  each  Plan Year in  which  the  Plan  is
determined  to  be a Top-Heavy Plan (as defined in Section  ),  the
Employer's  contributions and Forfeitures allocated to the  account
of  each  Participant who is a Non-Key Employee and is employed  on
the  last  day  of the Plan Year shall be the lesser of  (i)  three
percent  (3%) of such Non-Key Employee's Compensation or  (ii)  the
largest  allocation of the Employer's contribution and Forfeitures,
when  expressed as a percentage of Compensation, that was allocated
to  the  account  of  any  Key Employee.  The  minimum  allocations
required under the preceding sentence shall be made to the accounts
of  all Non-Key Employees who are Participants and who are employed
by the Employer on the last day of the Plan Year, including Non-Key
Employees who failed to complete a Year of Service during that Plan
Year,  and  those  minimum allocations shall be determined  without
regard to any Social Security contribution made by the Employer.

              (b)     If a Key Employee is a Participant in both  a
defined benefit plan and a defined contribution plan that are  part
of an Aggregation Group (but neither of which plans is a Super Top-
Heavy  Plan within the meaning of Section (b)), and if the Employer
desires  to  avoid  the  adjustments in the  Defined  Benefit  Plan
Fraction  and Defined Contribution Plan Fraction, then the  account
of  each  Non-Key  Employee who is a Participant shall  receive  an
allocation of an additional one percent (1%) of Compensation.

              (c)     The  minimum allocations required under  para
graphs  (a)  and  (b) above may not (to the extent required  to  be
fully  vested under Section 416(b) of the Code) be forfeited  under
Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.

              (d)     Notwithstanding anything  contained  in  this
Section  to  the  contrary, in any Plan Year  in  which  a  Non-Key
Employee  is a Participant in both this Plan and another  qualified
plan  maintained by the Employer, and both such plans are Top-Heavy
Plans,  the  Employer  shall be required to  provide  that  Non-Key
Employee  with  a minimum allocation under this Plan  only  to  the
extent  that  such benefit is not provided under  the  other  plan.
Therefore, for Non-Key Employees who are participating in a defined
benefit plan or another defined contribution plan maintained by the
Employer  and either the required minimum benefits are accruing  on
behalf  of,  or  the  required minimum allocations  are  made  with
respect  to  those Employees under such other plans, the provisions
for  minimum  allocations set forth herein shall not be applicable,
and  no  minimum  contribution to this Plan shall  be  required  on
behalf of such Non-Key Employees.


        5.2  Allocation Formula.

              (a)    Subject to Section  and paragraphs  and ,  the
contribution  made  by  the Employer for any  Plan  Year  shall  be
allocated  to  the  Employer Contribution Account  of  each  Active
Participant who is employed by the Employer on the last day of  the
Plan  Year  in the ratio that his total Compensation for  the  Plan
Year   bears   to  the  total  Compensation  of  all  such   Active
Participants for that Plan Year.

              (b)     Notwithstanding the foregoing,  if  the  Plan
fails to comply with Sections 410(b) and 401(a)(26) of the Code  on
account  of the exclusion of Participants who were not employed  on
the  last day of the Plan Year, then any Employer contributions and
Forfeitures  attributable  to  Employer  

                                -198-

contributions  made   with
respect to that Plan Year shall be allocated in accordance with the
above  provisions on behalf of a sufficient number  of  individuals
who would have been Active Participants if the Plan did not require
that Participants be employed with the Employer on the last day  of
the  Plan  Year in order to share in the allocation, to  cause  the
Plan  to  comply with Sections 410(b) and 401(a)(26) of  the  Code.
For  purposes  of  this paragraph, individuals described  above  as
being  eligible to be taken into account under this provision shall
be  taken  into  account  based  on  their  relative  Compensation,
beginning  with  the  individual with the  least  Compensation  and
progressing to the extent required above to the individual with the
greatest Compensation.  For any Plan Year in which this Plan  is  a
Top-Heavy  Plan, the amounts allocated to the accounts  of  Non-Key
Employees  shall not be reduced below the benefits  required  under
Section  ,  and  no Employer contribution and Forfeiture  shall  be
required  to be allocated hereunder on behalf of a Participant  who
(without  regard  to this paragraph) was an Active Participant  for
the Plan Year solely because he met the eligibility requirements of
Section  , was a Non-Key Employee and was employed on the last  day
of the Plan Year.

              (c)     As of each Valuation Date (and at such  other
times  as  the Plan Administrator, in its discretion,  deems  appro
priate),   before  the  allocation  of  Forfeitures  and   Employer
contributions,  any earnings, gains or losses  of  the  Trust  Fund
shall  be  allocated to the accounts of Participants  in  the  same
proportion that their nonsegregated accounts bear to the  total  of
all  nonsegregated  accounts  as of  such  date.   Each  Segregated
Account maintained on behalf of a Participant shall be credited  or
charged with its own separate earnings and losses.  In the case  of
a   Participant   whose   accounts  change   from   segregated   to
nonsegregated  (or  vice  versa), such Participant's  nonsegregated
accounts shall receive a proportionate share of the earnings, gains
and  losses  of  the Trust Fund for the period  of  time  that  the
accounts were nonsegregated.

              (d)     Notwithstanding anything to the contrary  con
tained  in  this Section, if the employment of a Participant  termi
nates  by  reason  of  death,  Total and  Permanent  Disability  or
attainment  of  Retirement  Date, such Participant's  Employer  Con
tribution  Account  shall  receive an allocation  of  the  Employer
contribution for the Plan Year in which such termination occurs.

              (e)   As  of  each Valuation Date, any amounts  which
became  Forfeitures since the last Valuation Date  shall  first  be
used,  to  the  extent  required, to restore amounts  forfeited  by
Participants,  if  any,  pursuant to Section  (c).   The  remaining
Forfeitures,  if  any, shall be allocated among  the  Employer  Con
tribution  Accounts of Active Participants for  the  Plan  Year  in
accordance  with  the  allocation formula in paragraph  (a)  above;
provided,  however, that in the event the allocation of Forfeitures
shall cause the Annual Addition to any Active Participant's account
to  exceed the Maximum Permissible Amount, the Excess Amount  shall
be reallocated in accordance with Section  hereof.


         5.3   Overall  Limitation  of Benefits.

              (a)      Notwithstanding  anything  to  the  contrary
contained  in  this Plan, the Annual Additions to  a  Participant's
Employer Contribution Account for a Plan Year shall not exceed  the
Maximum  Permissible Amount.  For purposes of this limitation,  all
defined  contribution  plans maintained by the  Employer  shall  be
considered one plan.

              (b)    If an Employee is a Participant in one or more
defined  benefit  plans and one or more defined contribution  plans
maintained  by  the Employer, the sum of the Defined  Benefit  Plan
Fraction  and the Defined Contribution Plan Fraction for  any  Plan
Year  may  not exceed 1.0.  If the sum of the Defined Benefit  Plan
Fraction  and  the Defined Contribution Plan Fraction shall  exceed
1.0  in  a Plan Year for any Participant in this Plan, the Employer
shall  adjust the numerator of either fraction so that the  sum  of
both  fractions  shall not exceed 1.0 in such  year  for  that  
Participant.

                                -199-

         5.4   Adjustment for Excess Annual Additions.  If, as  the
result of a reasonable error in the allocation of Forfeitures or in
estimating  a  Participant's  Compensation,  or  other  facts   and
circumstances  to  which Treasury Regulation Section  1.415-6(b)(6)
applies,   the   Annual   Addition  to  a  Participant's   Employer
Contribution  Account shall exceed the Maximum Permissible  Amount,
the  Plan  Administrator  shall, pursuant  to  Treasury  Regulation
Section  1.415-6(b)(6)(iii), hold the Excess Amount unallocated  in
a  suspense  account (hereinafter called the "Section 415  Suspense
Account") and shall allocate and reallocate such excess in the next
Plan Year to the Participants in the Plan before the allocation  of
any   Employer  contributions.   Any  Excess  Amount  held  in  the
Section  415  Suspense  Account shall be used  to  reduce  Employer
contributions for the next Plan Year (and succeeding Plan Years, as
necessary)  for all of the Participants of the Plan.  In  no  event
shall  any  Excess  Amount in the Section 415 Suspense  Account  be
distributed  to  Participants or Beneficiaries.   The  Section  415
Suspense  Account shall not share in the allocation of earnings  or
losses of the Trust Fund.

         5.5  Segregated Accounts for Participants.  The amounts to
which  a Participant, other than an Active Participant, is entitled
but  which  have  not  been paid out for any  reason  may,  at  the
election of the Participant and upon written direction by the  Plan
Administrator to the Trustee, be set aside and held by the  Trustee
in  Segregated Accounts, in which event such Participant  shall  no
longer  share  in the allocation of the earnings or losses  of  the
Trust  or in the appreciation or depreciation in the value  of  the
assets  thereof,  but shall only be credited or  charged  with  the
earnings  or  losses and with the appreciation or  depreciation  of
that  portion  of  the Trust Fund so set aside  in  the  Segregated
Accounts.    For  purposes  of  this Section,  the  Employer  shall
designate the investment objectives of Segregated Accounts, and the
Trustee  may  charge the Segregated Accounts with  fees  and  costs
attributable to those accounts as well as an allocable  portion  of
the general expenses of the Trust Fund.


                            ARTICLE  VI
                            VALUATIONS


         6.1   Valuation  of the Trust Fund.  As of each  Valuation
Date,  and  at  such other times as may be requested  by  the  Plan
Administrator, the Trustee shall determine the fair market value of
the  assets  comprising the Trust Fund.  In  determining  the  fair
market value of such assets, the Trust Fund shall be reduced by all
amounts   that  were  paid  out  or  set  aside  because   of   the
Participant's death, Total and Permanent Disability, attainment  of
Retirement  Date  or termination of employment  with  the  Employer
since the last Valuation Date.

         6.2   Method of Valuation.  In determining the fair market
value  of  securities held in the Trust Fund that are listed  on  a
registered  stock exchange, the Trustee shall value such securities
based on the closing sales price at which they were last traded  on
the  exchange on the Valuation Date.  If such securities  were  not
traded on the Valuation Date, or if the exchange on which they  are
traded  was not open for business on the Valuation Date,  then  the
securities shall be valued at the closing sales price at which they
were  last  traded  prior  to  the Valuation  Date.   Any  unlisted
security  held  in  the Trust Fund shall be  valued  based  on  the
average  of the closing bid and asked price for such security.   In
determining  the  fair market value of other assets  of  the  Trust
Fund,  the  Trustee may appraise the assets or, alternatively,  may
employ  one or more appraisers for that purpose and, in such event,
shall  be  entitled  to  rely  on the  values  established  by  the
appraiser  or  appraisers.   The fair  market  value  of  any  life
insurance  or  annuity  contract shall be deemed  to  be  its  cash
surrender value.

                                 -200-


                           ARTICLE  VII
               DETERMINATION  OF  AGGREGATE  ACCOUNT


         7.1   Determination of Vested Interest Upon Retirement.  A
Participant  shall become fully vested in his Employer Contribution
Account  upon  attaining his Retirement Date.   A  Participant  who
continues  in the employ of the Employer after his Retirement  Date
shall  remain a Participant in this Plan until the last day of  the
Plan Year in which his termination actually occurs.

         7.2    Determination  of  Vested  Interest  Upon   Death;
Beneficiaries Beneficiaries;.

              (a)     In  the  event of the death of a  Participant
prior to his Retirement Date or termination of employment with  the
Employer, all amounts credited to his Employer Contribution Account
shall  become  fully vested.  The deceased Participant's  surviving
Beneficiary   shall  receive  a  distribution   of   the   deceased
Participant's Aggregate Account in accordance with one of the forms
of distribution provided under Article .

              (b)     In  the  event of the death of a  Participant
following  his  termination of employment with  the  Employer,  the
Participant's Vested Interest in his Employer Contribution  Account
shall be determined under Section (a).

              (c)   Each Employee, upon becoming a Participant, may
designate in writing a primary and secondary Beneficiary to receive
benefits from the Plan in the event of his death.  Such designation
shall  be made on forms provided by the Plan Administrator.  Except
as  otherwise provided in Article , a Participant may at  any  time
revoke  his designation or change his Beneficiary by filing written
notice  of  such  revocation or change with the Plan Administrator.
Notwithstanding  anything in this Section to the contrary,  in  the
event  of the death of a Participant, the surviving spouse of  such
Participant  is  deemed to be the sole Beneficiary unless  the  sur
viving spouse has consented in writing to a different election, has
acknowledged the effect of such election and both the  consent  and
acknowledgment are witnessed by a notary public; provided, however,
that  the  consent of the spouse shall not be necessary  if  it  is
established  to  the  satisfaction of the Plan  Administrator  that
there  is  no spouse, that the spouse cannot reasonably be located,
or  that such other circumstances exist as the Treasury Regulations
may  prescribe.   The consent of a spouse or the  reasons  for  not
requiring such consent shall be applicable only to that spouse.  If
the spouse of a Participant who originally cannot be found is later
located,  or  if a Participant remarries, it shall be the  duty  of
that  individual  to  bring  that fact  to  the  attention  of  the
Administrator.   Upon  such notification, the  Administrator  shall
then,  if  applicable,  make available to the  spouse  the  consent
procedure  described  in  this paragraph.   If  no  Beneficiary  is
designated  by  the  Participant and  if  the  Participant  has  no
surviving spouse, then the Participant's issue, per stirpes,  shall
be the Beneficiary or Beneficiaries; if no issue of the Participant
are  living,  then the personal representative of  the  Participant
shall be the Beneficiary.

              (d)     Prior to making distributions under the Plan,
the Trustee may request the Administrator to provide proof of death
of  the  Participant  and/or evidence of  a  claimant's  status  as
Beneficiary.   In such event, the Administrator's determination  of
death  and of the right of any person to receive benefits hereunder
shall be conclusive and binding upon all parties.

         7.3   Determination  of  Vested Interest  Upon  Total  and
Permanent Disability.

              (a)     In  the  event of a Participant's  Total  and
Permanent  Disability prior to his termination of  employment  with
the  Employer,  the Participant shall become fully  vested  in  his
Employer  Contribution Account.  The Participant (or  his  properly
authorized  guardian) may then elect to receive a  distribution  of
his  Vested  Interest in the Plan in accordance  with  one  of  the
distribution options specified in Article VIII.

                                -201-

              (b)     In the event of the Total and Permanent  Disa
bility  of  a  Participant following his termination of  employment
with the Employer, the Vested Interest of such Participant shall be
determined under Section (a) without regard to that disability, and
the  Participant  (or his properly authorized  guardian)  may  then
elect to receive a distribution of his Vested Interest in the  Plan
in  accordance  with one of the distribution options  specified  in
Article VIII.

         7.4  Determination of Vested Interest Upon Termination  of
Employment.

              (a)   In the case of a Participant who separates from
service  prior  to  his Retirement Date for any reason  other  than
death  or  Total and Permanent Disability, the Vested  Interest  of
such  Participant  in his Employer Contribution  Account  shall  be
determined on the basis of the number of the Participant's Years of
Service with the Employer, according to the following schedule:

            Years of Service         Vested Interest

              0-2 Years                     0%
                3 Years                    20%
                4 Years                    40%
                5 Years                    60%
                6 Years                    80%
                7 or more Years           100%

         Notwithstanding the foregoing, for any Plan Year in  which
this  Plan  is a Top-Heavy Plan (as determined under Section  ),  a
Participant's Vested Interest in his Employer Contribution  Account
shall  be determined as provided in the preceding paragraph, except
under the following schedule:

            Years of Service         Vested Interest

                1 Year                      0%
                2 Years                    20%
                3 Years                    40%
                4 Years                    60%
                5 Years                    80%
                6 or more Years           100%

              (b)    In the case of a Participant who has five  (5)
or  more  consecutive  one (1) year Breaks  in  Service,  Years  of
Service  after  such  Breaks in Service  will  be  disregarded  for
purposes  of determining the Participant's Vested Interest  in  his
Employer Contribution Account prior to such Breaks in Service.  The
Participant's Years of Service before a Break in Service will count
in  determining the Participant's Vested Interest in  his  Employer
Contribution Account after such Breaks in Service only if (i)  such
Participant has any nonforfeitable interest in his account  at  the
time  of separation from service, or (ii) upon returning to service
the  number  of  consecutive Breaks in Service  is  less  than  the
aggregate number of the Participant's Years of Service before  such
Breaks in Service.

              (c)     If a Participant receives a Cash Out  and  is
then re-employed by the Employer, the portion of such Participant's
Employer   Contribution  Account  that  was  forfeited   shall   be
reinstated  if  he  repays  to the Plan  the  full  amount  of  the
distribution  attributable  to Employer  contributions  before  the
earlier  of  (i)  five  (5)  years after  the  date  on  which  the
Participant  is  re-employed or (ii) the date that the  Participant
incurs  five  (5)  consecutive  one  (1)  year  Breaks  in  Service
following the date of distribution.  If the Participant repays  the
full  amount distributed to him, the undistributed portion  of  his
Employer Contribution Account shall be restored in full, unadjusted
by any gains or losses occurring subsequent to the Anniversary Date
or   other  Valuation  Date  preceding  his  termination.    If   a
Participant  is  deemed  to  receive  a  distribution  pursuant  to
Section , and the Participant is re-

                                -202-

employed by the Employer before
the  date  he  incurs five (5) consecutive one (1) year  Breaks  in
Service,  then, upon such re-employment, his Employer  Contribution
Account  will  be restored by the Employer to the balance  in  exis
tence on the date of the deemed distribution.

              (d)     The  Vested  Interest of  a  Participant  who
terminated employment with the Employer but is later rehired by the
Employer  prior  to incurring a Break in Service  shall,  upon  his
reemployment, be identical to his Vested Interest as it existed  on
the  date of his termination of employment; provided, however, that
if  the Participant received a Cash Out, the Participant must repay
the full amount distributed to him in accordance with paragraph (c)
above.

              (e)   If a Participant is re-employed by the Employer
after a Break in Service has occurred, he shall receive credit  for
Years  of Service prior to his Break in Service in accordance  with
the following rules:

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

                 (ii) In the case of a Participant who previously  
had  no  Vested Interest, Years of Service  before  his Break in 
Service shall not be taken into account if the number of his  
consecutive Breaks in Service equals or  exceeds  the greater  of 
(A) five (5), or (B) the aggregate number of his pre-break Years 
of Service;

                (iii) Years of Service after the Participant has
incurred five (5) consecutive one (1) year Breaks in Service 
shall not be taken into account for purposes of determining
his Vested Interest in contributions attributable to pre-break
service, but both pre-break and post-break service will  count
for   purposes   of   determining  his  Vested   Interest   in
contributions that accrue after such breaks.

              (f)     Separate accounts will be maintained for pre-
break  contributions  (if not distributed) and post-break  contribu
tions  made  by  the  Employer on behalf of  Participants  who  are
rehired  before incurring five (5) consecutive one (1) year  Breaks
in Service, and both accounts will share in the earnings and losses
of the Plan.

              (g)     A Participant's Vested Interest shall not  be
reduced  as the result of an amendment to this Plan.  In the  event
that  the  Plan  is amended to change the vesting schedule,  or  is
amended  in  a way that directly or indirectly affects the  computa
tion of a Participant's Vested Interest, then each Participant with
at  least three (3) Years of Service as of the expiration  date  of
the  election period set forth below may elect in writing  to  have
his Vested Interest computed without regard to such amendment.  The
election period shall commence on the date the amendment is adopted
and shall end sixty (60) days after the latest of:

                  (i) the date of adoption of the amendment;

                 (ii)     the effective date of the amendment; or

                (iii)    the date the Participant receives written
notice  of  the amendment from the Employer, Trustee  or  Plan
Administrator.

        Notwithstanding the above, no election need be provided for
a  Participant whose Vested Interest under this Plan,  as  amended,
cannot  be  less  at  any time than his Vested Interest  determined
without regard to the amendment.

                                -203-



                           ARTICLE  VIII
                    DISTRIBUTION  OF  BENEFITS


        8.1  Distributable Events.  A Participant's Vested Interest
in  his  Aggregate  Account shall become distributable  to  him  in
connection with one of the following events:

              (a)    death,

              (b)    Total and Permanent Disability,

              (c)    attainment of age 70-1/2,

              (d)    attainment of his Retirement Date,

              (e)    termination of employment, or

              (f)     pursuant to the terms of a qualified domestic
relations order (subject to Section 8.8 below).

         8.2  Distribution of Aggregate Account.c.:8.2  Distribution
of   Aggregate Account.  That portion of a Participant's  Aggregate
Account  to which he is entitled shall be distributed to him (or, in
the   event of his death, to his Beneficiary) by the Trustee in  one
lump sum distribution.

         8.3  Cash Out of Vested Interest in Aggregate Account Upon
Termination  of Employment.

              (a)   If the Vested Interest of a Participant who has
terminated employment with the Employer does not exceed (nor at the
time  of  any prior distribution exceeded) $3,500, such Participant
shall receive an Involuntary Cash Out.  If the value of the Partici
pant's Vested Interest is zero, such Participant shall be deemed to
have  received a distribution of his Vested Interest in his account
on the date he ceased to be an Employee.

              (b)   If the Vested Interest of a Participant who has
terminated employment with the Employer exceeds (or at the time  of
any prior distribution exceeded) $3,500, then at the time permitted
by  Section  (b)(i),  such  Participant  may  elect  to  receive  a
Voluntary  Cash  Out.   If  the Participant  elects  to  receive  a
Voluntary  Cash  Out  of his entire Vested  Interest,  or  at  such
earlier time provided under Section , the nonvested portion of  the
Participant's  account balance shall become a Forfeiture.   If  the
Participant elects to receive less than his entire Vested  Interest
derived  from Employer contributions as a Voluntary Cash  Out,  the
nonvested  portion  will  not  be treated  as  a  Forfeiture  until
otherwise provided under Section  above.  If a Participant does not
elect to receive a Voluntary Cash Out, then the Vested Interest  in
such Participant's Aggregate Account shall remain in the Plan until
such amounts otherwise become distributable under the terms hereof.

         8.4  Commencement of Distributions.

              (a)     Unless a Participant or Beneficiary  files  a
written  election to the contrary with the Plan Administrator,  the
payment of benefits must begin within sixty (60) days after the end
of the Plan Year following the later of:

                  (i) the Participant's attainment of his Retirement
Date;

                 (ii)      the  tenth  (10th)  anniversary  of  the
     Participant's participation in this Plan; or

                                -204-


                (iii)     the Participant's termination of employment 
with the Employer.

         If  the  amount of the payment required to commence  on  a
certain date determined under this Section cannot be ascertained by
that  date,  or if it is not possible to make the payment  on  that
date  because the Plan Administrator has been unable to locate  the
Participant  after making reasonable efforts to do  so,  a  payment
retroactive to such date may be made no later than sixty (60)  days
after  the earliest date on which the amount of the payment can  be
ascertained  or  the  date  on which the  Participant  is  located,
whichever is applicable.

              (b)     Upon the occurrence of a distributable event,
as defined in Section , distributions will be made no later than as
soon  as administratively feasible following the close of the  Plan
Year  in  which  the  Participant terminates  employment  with  the
Employer  as  a result of death, Total and Permanent Disability  or
attainment of Retirement Date.  If a Participant's employment shall
terminate for any other reason, distribution of the Vested Interest
of his Aggregate Account will be made no earlier than as follows:

                  (i)  if  the  Vested Interest of the Participant's
Aggregate  Account  exceeds $3,500, at  the  earliest  of  the
following  to  occur:  death, Disability or Normal  Retirement
Age; or

                 (ii)       if   the   Vested  Interest   of   the
Participant's Aggregate Account does not exceed $3,500, at the
end   of   the  second  Plan  Year  that  begins   after   the
Participant's termination of employment with the Employer.

         8.5   Distributions in Cash or in Kind.  All distributions
shall  be  in  cash  or  in kind, subject to the  approval  of  the
Participant  or  Beneficiary receiving the  distribution,  provided
that  under the law and the terms of the investment that investment
may  be held by such individual, and that the Participant's account
bears all costs and expenses allocable to the distribution.

         8.6  Distributions to Minors and Incompetents.  If the Plan
Administrator  determines  that  any  person  entitled  to  receive
payments hereunder is a minor or is incompetent by reason  of  phys
ical  or  mental disability, it may direct the Trustee to make  all
payments thereafter becoming due to such person to any other person
for the benefit of the minor or incompetent, without responsibility
to  follow  the  actual application of amounts so  paid.   Payments
properly made pursuant to this direction shall completely discharge
the Trustee from all liability connected therewith.

         8.7  Location of Participant or Beneficiary Unknown.    In
the  event that all or any portion of a distribution payable  to  a
Participant  or his Beneficiary hereunder shall, at the  expiration
of  five  (5)  years after it shall become payable,  remain  unpaid
solely  by  reason  of  the inability of the  Administrator,  after
sending a registered letter, return receipt requested, to the  last
known address, and after further diligent effort, to ascertain  the
whereabouts  of  the  Participant or  Beneficiary,  the  amount  so
distributable  shall  be forfeited and shall be  allocated  to  the
Employer Contribution Accounts of Active Participants in accordance
with the provisions of Section (a).  In the event a Participant  or
Beneficiary  is  located  subsequent to  the  reallocation  of  his
benefit,  such  benefit shall be restored by an  additional  contri
bution  made  by the Employer.  Notwithstanding the  above,  if  in
connection  with the termination of the Plan the Plan Administrator
cannot  ascertain the whereabouts of a Participant  or  Beneficiary
after sending a registered letter, return receipt requested, to the
last  known address of such Participant or Beneficiary,  and  after
contacting  known relatives of the Participant or Beneficiary,  the
Trustee,  upon confirmation of same by the Plan Administrator,  may
(i) deposit those amounts in a federally insured savings account in
the name of the Participant or Beneficiary or (ii) request that the
Department  of  Banking and Finance of the State  of  Florida  hold
those  amounts  under  Chapter  717  of  the  Florida  Statutes  as
unclaimed property, and upon the grant of that request, 

                                -205-

the Trustee may  submit those amounts to the Department of Banking 
and  Finance of  the  State  of Florida in accordance with Chapter  
717  of  the Florida Statutes.

         8.8  Qualified Domestic Relations Orders.

              (a)     Notwithstanding any other provisions of  this
Article  ,  the  Trustee  may  make  distributions  pursuant  to  a
qualified domestic relations order (as defined in Section 414(p) of
the  Code),  provided  that  the Plan  Administrator  has  properly
notified the Participant and any alternate payee of its receipt  of
the  order and has determined that the order is in fact a qualified
domestic  relations  order.   The Plan  Administrator  shall  adopt
reasonable  procedures to determine the qualified  status  of  such
orders and to administer distributions thereunder.

              (b)    During the period in which a determination  is
being  made  as  to whether the order is a qualified domestic  rela
tions  order, the Plan Administrator shall separately  account  for
the  amounts  that would have been payable to the  alternate  payee
during  such  period  if  the order had been  determined  to  be  a
qualified  domestic  relations order.  The Plan  Administrator  may
direct the Trustee to hold those amounts in one or more funds,  the
primary objective of which is the preservation of principal, or  it
may  continue to invest the amounts with the general assets of  the
Trust.   If within eighteen (18) months the order is determined  to
be   a   qualified  domestic  relations  order,   then   the   Plan
Administrator  shall pay the amount subject to  the  order  to  the
person entitled thereto; otherwise, those amounts shall be paid  to
the  person who would have been entitled to them had there been  no
order.

              (c)    Benefits payable to an alternate payee under a
qualified domestic relations order may be paid upon the earlier  of
(i) the date on which the Participant is entitled to a distribution
under  the  Plan, or (ii) the later of (A) the date the Participant
attains  age  fifty  (50) or (B) the earliest  date  on  which  the
Participant  could begin receiving benefits under the Plan  if  the
Participant separated from service with the Employer.  However, not
withstanding  the  preceding sentence, if  the  qualified  domestic
relations  order specifically provides for an earlier  distribution
pursuant  to an agreement between the Participant and the alternate
payee,  then  the Trustee may make an earlier distribution  to  the
alternate payee; provided, however, that if the distribution to the
alternate  payee  exceeds  $3,500, then the  alternate  payee  must
consent in writing to such distribution.


                            ARTICLE  IX
                      MINIMUM  DISTRIBUTIONS


        9.1  Minimum Distributions.

              (a)    This Section shall apply to distributions of a
Participant's   interest  and  will  take   precedence   over   any
inconsistent provisions of this Plan.

              (b)      All   distributions  required  under   this
Article  shall  be  determined  and made  in  accordance  with  the
proposed  regulations issued under Section 401(a)(9) of  the  Code,
including  the minimum distribution incidental benefit  requirement
of Section 1.401(a)(9)-2 of the proposed regulations.

         9.2   Required Beginning Date.  The entire interest  of  a
Participant  must  either be distributed or  distribution  of  such
interest  must  begin  no  later than  the  Participant's  Required
Beginning Date.

         9.3   Limits  on Distribution Periods.  As  of  the  first
Distribution Calendar Year, distributions may not be  made  over  a
period that exceeds the following (or a combination thereof):

                                -206-


              (a)    the life of the Participant;

              (b)     the  life of the Participant and a Designated
Beneficiary;

              (c)    a period certain not extending beyond the Life
Expectancy of the Participant; or

              (d)    a period certain not extending beyond the joint
and  last  survivor expectancy of the Participant and a  Designated
Beneficiary.

         9.4   Determination of Amount to be Distributed Each Year.
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:

              (a)    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 the  distribution  for  the  first
Distribution  Calendar  Year,  must at  least  equal  the  quotient
obtained  by  dividing the Participant's Benefit by the  Applicable
Life Expectancy.

         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    Section    1.401(a)(9)-2   of   the   proposed   regulations.
Notwithstanding  the above, distributions after the  death  of  the
Participant  shall be made using the Applicable Life Expectancy  as
the relevant divisor without regard to Section 1.401(a)(9)-2 of the
proposed  regulations.  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.

              (b)    If the Participant's Benefit is distributed in
the  form  of an annuity purchased from an insurance company,  then
distributions  thereunder  shall be made  in  accordance  with  the
requirements  of  Section 401(a)(9) of the Code  and  the  proposed
regulations issued thereunder.

         9.5  Death Distribution Provisions.

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

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

                  (i) If any portion of the Participant's interest 
is payable to a Designated Beneficiary, then distributions may be
made  over  the Life Expectancy or over a period  certain  not
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.

                                -207-

                 (ii)     If the Designated Beneficiary  is the  
Participant's surviving spouse, then the date distributions are
required  to  begin  under paragraph (a)  above  shall  not  be
earlier than the later of (A) December 31  of the calendar year
immediately   following   the  calendar  year  in   which   the
Participant  died or (B)  December 31 of the calendar  year  in
which the Participant would have attained age 70-1/2.

         If  the  Participant has not made an election pursuant  to
this  paragraph  (b)  by the time of his or  her  death,  then  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  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  distri
bution,  then the distribution of the Participant's entire interest
must  be  completed by December 31 of the calendar year  containing
the fifth anniversary of the Participant's death.

              (c)     If  the  surviving  spouse  dies  after  the
Participant  but  before payments to such spouse  begin,  then  the
provisions  of  paragraph (b) above (with the exception  of  clause
(ii) therein) shall be applied as if the surviving spouse were  the
Participant.

              (d)     For purposes of this Section, any amount paid
to  a  child of the Participant will 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.

              (e)    For purposes of this Section, the distribution
of  a  Participant's interest is considered to begin on the Partici
pant's  Required  Beginning Date (or, if  paragraph  (c)  above  is
applicable,  the  date distribution is required  to  begin  to  the
surviving  spouse pursuant to paragraph (b) above).  If a  distribu
tion in the form of an annuity irrevocably commences to the Partici
pant  before  the  Required  Beginning  Date,  then  the  date  the
distribution  is  considered  to begin  is  the  date  distribution
actually commences.

         9.6  Definitions.

              (a)     "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 the Life Expectancy  was  first
calculated.   If  the  Life Expectancy is being  recalculated,  the
Applicable  Life  Expectancy shall be the  Life  Expectancy  as  so
recalculated.   The  applicable calendar year shall  be  the  first
Distribution  Calendar Year and, if the Life  Expectancy  is  being
recalculated, such succeeding calendar year.

              (b)     "Designated Beneficiary" means the individual
who  is  designated as the Beneficiary under the Plan in accordance
with  Section  401(a)(9) of the Code and the  proposed  regulations
issued thereunder.

              (c)     "Distribution Calendar Year" means a calendar
year  for  which a minimum distribution is required.  For  distribu
tions  beginning before the Participant's death, the  first  Distri
bution 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.

              (d)    "Life Expectancy" means the life expectancy or
joint  and last survivor expectancy computed by use of the expected
return  multiples  in  Tables  V  and  VI  of  Treasury  Regulation
Section 1.72-9.

                                -208-


         Unless otherwise elected by the Participant (or spouse, in
the  case  of distributions described in Section (b)(ii) above)  by
the  time  distributions are required to begin,  Life  Expectancies
shall 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 nonspouse Beneficiary may not  be
recalculated.

              (e)     "Participant's  Benefit"  means  the  account
balance  as of the last Valuation Date in the calendar year  immedi
ately  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  Valu
ation  Date; provided, however, that 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.

              (f)    "Required Beginning Date" means the first  day
of  April of the calendar year following the calendar year in which
the Participant attains age 70-1/2.  Notwithstanding the foregoing,
the  Required Beginning Date of a Participant who attained age  70-
1/2 before January 1, 1988 shall be determined  as follows:

                  (i)  The  Required Beginning Date of a Participant
who is not a 5-percent owner (as defined in Section 416(i)(1)(B)(i) 
of the Code) is the first day of April of the calendar year following 
the calendar year in which the Participant retires or attains age 
70-1/2, whichever occurs later.

                 (ii)   The Required Beginning Date of a Participant  
who  is  a 5-percent 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 70-1/2, or

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

        The Required Beginning Date of a Participant who is not a 5-
percent  owner who attains age 70-1/2 during 1988 and who  has  not
retired as of January 1, 1989, is April 1, 1990.

        For purposes of this Section, a Participant is treated as a
5-percent  owner if such Participant is a 5-percent  owner  at  any
time  during the Plan Year ending with or within the calendar  year
in  which the Participant attains age 66-1/2 or any subsequent Plan
Year.

         Once  distributions have begun to a 5-percent owner  under
this Section, they must continue, even if the Participant ceases to
be a 5-percent owner in a subsequent year.

                                -209-

                            ARTICLE  X
    FIDUCIARY  RESPONSIBILITY  AND  INVESTMENT  OF  PLAN  FUNDS


        10.1 Basic Responsibilities of Trustee.  The Trustee shall
have the following categories of responsibilities:

              (a)    Consistent with the funding policy established
by  the  Employer, to invest, manage and maintain  custody  of  the
Trust assets.

              (b)    At the direction of the Plan Administrator, to
distribute  benefits  to  Participants or  their  Beneficiaries  as
required under the terms of the Plan.

              (c)     To  maintain records of receipts and disburse
ments  on  behalf  of  the Trust Fund and to furnish  the  Employer
and/or Plan Administrator with the information required hereunder.

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

        10.2 Assets Held as Single Fund.  The Trustee shall invest
and reinvest the Trust assets, together with the income thereof, in
its  absolute  discretion  (except to the  extent  directed  by  an
Investment   Manager  under  Section   or  by  Participants   under
Section  ), without distinction between principal and income.   All
contributions from time to time paid to the Trustee by or on behalf
of  the Employer, along with the income therefrom, may after alloca
tion be held and administered by the Trustee as a single fund,  and
the Trustee shall not be required to segregate or invest separately
any  share  of  a  Participant in the Trust,  except  as  otherwise
provided in this Plan.

       10.3 Powers of Trustee.  In carrying out the Plan's funding
policy  and method, as established by the Employer (and  except  as
directed  by  an  Investment Manager or by the  Participants),  the
Trustee is authorized:

              (a)     to invest and reinvest the monies accumulated
in  the Trust, without distinction between principal and income, in
common or preferred stocks (whether or not listed on any exchange),
bonds,  notes, debentures, mortgages, equipment trust certificates,
investment  trust  certificates, mutual funds or other  securities,
real  estate,  personal property, limited partnership units,  stock
options (including puts and calls), guaranteed insurance contracts,
repurchase  agreements, commercial paper and such other investments
(including  its own savings accounts, certificates of  deposit  and
common  or  pooled  investment funds) as it may deem  suitable  and
which are not prohibited under the Code or ERISA;

              (b)     to sell, exchange, convey, transfer or  other
wise dispose of any property held by it, by private contract or  at
public  auction,  and no person dealing with the Trustee  shall  be
required  to  see to the application of the purchase  money  or  to
inquire into the validity, expediency or propriety of any such sale
or other disposition;

              (c)     to  vote  upon  any stocks,  bonds  or  other
securities  and  to give general or special proxies  or  powers  of
attorney  with or without power of substitution (provided, however,
that  the  Trustee shall have no responsibility for voting  proxies
with respect to those assets of the Trust Fund that are managed  by
an  Investment  Manager,  or  with respect  to  assets  held  in  a
Participant   Directed   Account),  to  exercise   any   conversion
privileges,  subscription  rights or  other  options  and  to  make
payments  incidental thereto, to open and maintain margin  accounts
in  connection  with the purchase of securities, to consent  to  or
otherwise participate in corporate reorganizations or other changes
affecting  corporate  securities, to delegate discretionary  powers
and to pay any assessments or charges 

                                -210-

in connection therewith, and, generally, to exercise all of the powers 
of owner with respect  to stocks, bonds, securities and other property 
held in the Trust;

              (d)    to negotiate, execute and deliver an option or
agreement   for  the  purchase  of  securities,  including   bonds,
preferred  or common stocks and mutual funds, and real or  personal
property;

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

              (f)   to register any investment held in the Trust in
its own name or in the name of a nominee and to hold any investment
in  bearer form, but the books and records of the Trustee shall  at
all times show that such investments are part of the Trust;

              (g)     to employ suitable agents and counsel and  to
pay their reasonable expenses and compensation;

              (h)     to  borrow on behalf of the Plan and  to  use
assets of the Trust as security for such loans;

              (i)     to  purchase insurance on  the  life  of  any
Participant in accordance with the terms of the Plan;

              (j)     to  invest funds in Qualifying Employer  Real
Property and Qualifying Employer Securities, but not to exceed  ten
percent (10%) of the fair market value of the assets of the Trust;

              (k)    to settle, compromise or submit to arbitration
any claims or debts due to or owed from the Plan;

              (l)     to commence or defend suits or administrative
proceedings, and to represent the Plan in connection therewith;

              (m)     to  do  all acts, whether or not specifically
authorized  herein,  which it deems necessary  or  proper  for  the
protection of the Trust assets and the administration of the Trust;
and

              (n)     to apply for and procure from an insurer,  at
the direction of the Administrator, such annuity or other contracts
on  the  life  of any Participant as the Administrator  shall  deem
proper,  to exercise whatever rights and privileges may be  granted
under  such annuity or other contracts and to collect, receive  and
settle  for the proceeds of all such annuity or other contracts  as
and when entitled to do so under the provisions thereof.

         The Trustee may keep such portion of the Trust in cash  or
cash  equivalents as it deems appropriate and shall not be required
to pay interest on cash held by it pending investment.

        10.4   Selection of Investment Objectives.  Subject to  the
provisions  of Section (a), the Employer may designate  in  writing
the investment objectives of the Trust Fund, such as the proportion
or  percentage  of  Trust assets, if any, to be  placed  in  equity
investments  (including equity funds of any collective,  commingled
or  common  trust  fund  maintained by the Trustee),  fixed  income
investments  (including  fixed  income  funds  of  any  collective,
commingled or common trust fund maintained by the Trustee) or  life
insurance  contracts.  In the event the Employer fails to designate
in writing its preference regarding the investment of the assets of
the  Trust,  such  assets shall be 

                                -211-

invested by the Trustee, the primary objective of which is the 
preservation of principal, except as otherwise directed under 
the terms of the Plan.

       10.5 Directed Investment by Investment Manager.

              (a)    The Employer may appoint an Investment Manager
and,  in such event, may direct, by written notice, the segregation
of  any  portion of the Trust in a separate investment  account  or
accounts for investment and reinvestment by the Investment Manager.
If  the  investment of the Trust is to be directed in whole  or  in
part  by an Investment Manager, the Employer shall deliver  to  the
Trustee  a  copy of the document appointing the Investment  Manager
and   evidencing  the  Investment  Manager's  acceptance  of   such
appointment, an acknowledgment in writing by the Investment Manager
that  it  is  a  Fiduciary  with  respect  to  the  Plan,  and,  if
applicable,  a  certificate  evidencing  the  Investment  Manager's
current  registration under the Investment Advisers  Act  of  1940.
The  Trustee  shall  be  fully  protected  in  relying  upon  those
instruments until otherwise notified in writing by the Employer.

              (b)    The Trustee shall follow the directions of the
Investment Manager regarding the investment and reinvestment of the
Trust (or such portion thereof as shall be under management by  the
Investment  Manager).   The  Trustee shall  be  under  no  duty  or
obligation  to  review  any investment  to  be  acquired,  held  or
disposed  of  pursuant to such direction or to  make  any  recommen
dations  with respect to the disposition or continued retention  of
any  such  investment, and the Investment Manager shall  have  sole
responsibility  for voting proxies for those assets  of  the  Trust
that   it  manages.   The  Trustee  shall  have  no  liability   or
responsibility for acting or not acting pursuant to  the  direction
of,  or for failing to act in the absence of any direction from the
Investment Manager, unless the Trustee knows that by such action or
failure to act it would be committing a breach of fiduciary duty or
participating  in  a  breach of fiduciary duty  by  the  Investment
Manager.   The  Employer hereby agrees to indemnify  and  hold  the
Trustee  harmless from and against any and all liability by  reason
of  its  acting pursuant to the direction of the Investment Manager
or failing to act in the absence of such direction.

              (c)     An  Investment Manager may from time to  time
issue orders for the purchase or sale of securities directly  to  a
broker  and,  in order to facilitate such transaction, the  Trustee
upon  request  shall  execute and deliver the  appropriate  trading
authorizations.  Notification of the issuance of each  order  shall
be given promptly to the Trustee by the Investment Manager, and the
execution  of  such  orders shall be confirmed  by  notice  to  the
Trustee by the Investment Manager or the broker in accordance  with
standard commercial practices.  Upon such notification the  Trustee
shall be authorized to pay for securities purchased against receipt
thereof and to deliver securities sold against payment therefor, as
the case may be.

              (d)     In the event that an Investment Manager shall
resign  or  be removed by the Employer, the Trustee, after  written
notification of such removal or resignation, and upon acceptance by
the  Trustee, shall manage the investment of the Trust  unless  and
until  it  is  notified  of the appointment of  another  Investment
Manager.

       10.6 Directed Investment by Participants.

              (a)     The  Employer,  in its sole  discretion,  may
permit  Participants (on a uniform and nondiscriminatory basis)  to
direct  the  investment of the assets of any one or more  of  their
accounts.   The Employer may, in its discretion, limit  the  invest
ment  options available to Participants to those investments  desig
nated  by the Employer or it may permit the Participants to  direct
the  investment  of  the  assets of their accounts  in  any  manner
requested   by   the  Participant;  provided,  however,   that   no
Participant  may  designate that any portion  of  his  accounts  be
invested   in   "collectibles,"  as  that  term   is   defined   in
Section 408(m)(2) of the Code.  If the Employer elects to limit 

                                -212-

the investment to certain designated alternatives, the Employer may 
add or delete investment options from time to time.  The Employer, 
in its sole  discretion,  may  determine  each  Plan  Year  whether
Participants shall be permitted to direct the investment of all  or
any  of  their  accounts, regardless of whether  Participants  were
permitted  to  direct the investment of any account in  prior  Plan
Years.

              (b)     In  the  event that the Employer permits  Par
ticipants to direct the investment of one or more of their accounts
for a Plan Year, the following procedures shall apply:

                  (i)  The  Employer  shall  advise  the  Plan   Ad
     ministrator in writing of the accounts over which Participants
     will  be  permitted  to direct investments and  the  available
     investment options, if any.  The Plan Administrator shall then
     communicate  that  information to the Participants  and  allow
     them  to make written investment elections in accordance  with
     its  administrative policy.   Upon receipt  of  those  written
     directions, the Plan Administrator shall forward them  to  the
     Trustee,  who  shall make investments in accordance  therewith
     within a period of thirty (30) days after receipt thereof.

                 (ii)     Pending receipt of the initial investment
     direction from a Participant as provided in (i) above  (or  in
     the  absence of such direction), the Trustee shall invest  the
     entire amount of that Participant's Directed Account with  the
     nonsegregated  accounts  or,  if there  are  no  nonsegregated
     accounts, in one or more funds the primary objective of  which
     is  the  preservation  of principal, and  such  amounts  shall
     remain  so invested until the Trustee receives from  the  Plan
     Administrator   written   investment   directions   from   the
     Participant to the contrary.  Once a Participant has  selected
     a  particular investment with respect to all or a  portion  of
     his Participant Directed Account, such portion shall remain so
     invested   until   the  Participant  directs   otherwise   (in
     accordance with this Section), and neither the Trustee nor the
     Plan Administrator shall have any obligation or responsibility
     to review or monitor the performance of that investment.

                (iii)     The  Plan Administrator shall  establish
     reasonable  procedures  for  notifying  Participants  of   the
     available  investment  alternatives and for  implementing  the
     selection  by Participants of the various investment  options,
     and  either  the Plan Administrator or Trustee may  refuse  to
     carry  out any investment election that is not made  in  accor
     dance  with  those procedures.  The Employer may change  avail
     able  investment  options or designate  additional  investment
     options from time to time in it sole discretion.

                 (iv)      The  account of any Participant  may  be
     charged  for  the  expenses  of carrying  out  the  investment
     elections of that Participant.

              (c)     Except  as  otherwise  required  by  law,  no
Participant  shall  be deemed a Fiduciary by reason  of  giving  in
vestment  directions hereunder, and no person who  is  otherwise  a
Fiduciary  shall  be  liable  for any  loss  attributable  to  such
directed investments, or for the result of a Participant's exercise
of  control over the investment of his or her accounts which  would
otherwise constitute a breach of fiduciary responsibility.  Neither
the  Trustee, the Plan Administrator nor any other person shall  be
under  a  duty  to  question the selection of an  investment  by  a
Participant or to make suggestions to him in connection  therewith.
Any  loss  occasioned by a Participant's selection of an investment
(or   his  failure  to  change  a  selection)  shall  not  be   the
responsibility  of  the  Trustee, the Administrator  or  any  other
person.  Neither the Trustee nor the Administrator shall be  liable
to  any  Participant for the failure to make an investment selected
by  him  if, in the exercise of due diligence, the Trustee has  not
been  able  to  (i)  acquire such investment or other  property  on
reasonable  terms, taking into account the price and conditions  of
purchase,  (ii) acquire securities or other property  that  satisfy
the  specifications and parameters established by the Administrator
as  an investment option available to Participants, or (iii) obtain
sufficient  cash  to  make  the investment  in  accordance  with  a

                                -213-


Participant's  election on account of the lack  of  funds  in  such
Participant's  accounts  or  a  lack  of  liquidity   of   existing
investments.

              (d)    Any increase in the cost of administration  of
the  Plan charged by the Trustee arising out of the segregation and
individual  direction  of account balances at  the  election  of  a
Participant  may, upon the direction of the Employer,  be  paid  by
that Participant or, if not so paid, withdrawn from the Participant's
account.

        10.7 Powers and Duties of Plan Administrator.  The primary
responsibility of the Plan Administrator is to administer this Plan
in  accordance  with  its terms for the exclusive  benefit  of  the
Participants  and  their  Beneficiaries.   In  this   regard,   the
Administrator  shall determine all questions arising in  connection
with  the  administration, interpretation and  application  of  the
Plan.  Specifically, the Administrator is empowered:

              (a)     to determine the eligibility of Employees  to
participate hereunder;

              (b)    to direct the Trustee with respect to the form
and  timing  of  the distribution of benefits to  Participants  and
Beneficiaries;

              (c)    to interpret the provisions of the Plan and to
formulate rules and regulations for its operation;

              (d)     to communicate with the Participants as neces
sary  and  to assist any Participant regarding his rights, benefits
or options available under the Plan; and

              (e)     to perform all other functions required  here
under  and to take any further action, whether specified herein  or
directed  by  the Employer or the Trustee, as may be necessary  for
the proper administration of this Plan.

         Any  decision by or action of the Plan Administrator shall
be final and binding unless clearly arbitrary and capricious.

       10.8 Records and Reports.

              (a)     The  Trustee shall maintain  records  of  the
disposition  of  the assets of the Trust, which shall  be  open  to
inspection  at  all  reasonable times to any person  designated  in
writing  by  the Employer.  Within ninety (90) days  following  the
close  of each Plan Year (or such later date as may be agreed  upon
between the Trustee and the Employer), the Trustee shall file  with
the Employer a written statement (i) setting forth all investments,
receipts, disbursements and other transactions effected during such
year,  (ii)  containing  an  exact description  of  all  securities
purchased  and sold and (iii) showing the cost or net  proceeds  of
sale, and listing the securities and other Plan assets held at  the
end  of the year, and the cost of each item as carried on the books
of the Trustee.

              (b)     The Plan Administrator shall maintain records
of  the  administration of this Plan, which shall be open to inspec
tion at all reasonable times to any person designated in writing by
the Employer.  The Administrator shall be responsible for preparing
and filing all reports, tax returns and other materials required by
the Department of the Treasury and the Department of Labor, and for
supplying  the Participants and Beneficiaries with all  information
regarding the operation of the Plan and Trust as required by law.

         10.9  Compensation  of  the  Trustee  and  Administrative
Expenses of the Trust.  Subject to the prohibited transaction rules
set  forth  in  Section  4975 of the Code,  the  Trustee  shall  be
entitled to reasonable compensation for services rendered as may be
agreed  with the Employer from time to 

                                 -214-

time.  The Trustee  and  the
Plan  Administrator shall be entitled to payment of all  reasonable
expenses  incurred  in the performance of their  duties  hereunder,
including  taxes and fees for legal and accounting  services.   The
compensation and expenses of the Trustee and the Plan Administrator
may  be  charged against and paid out of the Trust upon either  the
written request of the Employer or, if not paid within thirty  (30)
days  after  an  invoice  for  such  compensation  or  expenses  is
presented to the Employer, in the discretion of the Trustee.

        10.10    Communication to Trustee to be in  Writing.   Any
determination or action of the Employer pursuant to the  provisions
of  this Plan shall be communicated in writing to the Trustee.  The
Trustee shall be entitled to rely on all information received  from
the Employer, and shall be under no duty to make a determination as
to its validity.

        10.11   Taxes.  The Trustee shall have the right to pay out
of  the  Trust  all taxes imposed or levied with respect  to  Trust
assets, and in its discretion may contest the validity or amount of
any  tax, assessment, claim or demand with respect to the Trust  or
any part thereof.

       10.12   Fiduciary Responsibility.

              (a)     The  Trustee is designated as a Fiduciary  of
this  Plan  and  Trust  and (except to the extent  directed  by  an
Investment   Manager  under  Section   or  by  Participants   under
Section  ) is charged with the making of Trust investments and  the
maintenance  of the necessary records as specified in Section  (a).
In this regard, all investments under the Plan shall be made by the
Trustee  in  a  prudent  manner,  and  in  making  investments  all
Participants in similar circumstances shall be treated equally  and
on  a  nondiscriminatory  basis.  In addition,  the  Trustee  shall
maintain  diversity in selecting Plan investments unless under  the
circumstances  it  is clearly prudent not to do so.   Although  the
Employer  has  the right to recommend general areas  of  investment
under  Section  , its powers are advisory only and  its  recommenda
tions  shall be reviewed by the Trustee and implemented  only  when
determined by the Trustee to be prudent and proper in light of  the
current  assets  of  the  Trust,  the  probable  benefit   to   the
Participants  and whatever other factors the Trustee shall  in  its
discretion deem important.

              (b)     The Trustee shall not be liable for, and  the
Employer shall indemnify and hold the Trustee harmless against  any
liability,  loss, expense, assessment or cost, including,  but  not
limited  to, legal fees, expenses and costs incurred by the Trustee
(i)  as  a  direct  or  indirect  result  of  (A)  the  duties  and
responsibilities allocated to it under this Plan, including  action
taken  at the direction of the Employer, the Plan Administrator  or
their agents, (B) reliance on advice of counsel, (C) any failure to
act  if action can reasonably be taken only after receipt from  the
Employer,  the  Plan  Administrator or  their  agents  of  specific
directions where such directions are either required under the Plan
or  are requested by the Trustee, or (D) any act or failure to  act
by the Trustee as a direct or indirect result of the failure of the
Employer,   the   Plan  Administrator,  any  predecessor   trustee,
custodian  or  other fiduciaries of the Plan to act  in  accordance
with   its  terms  or  applicable  law  and  (ii)  which  are   not
attributable to the Trustee's own negligence, willful misconduct or
lack of good faith.

              (c)     The  Plan  Administrator is designated  as  a
Fiduciary  of  this  Plan and Trust.  The Plan Administrator  shall
have  responsibility, subject to the terms hereof,  for  the  admin
istration  and  operation of this Plan and the maintenance  of  the
necessary   records  as  specified  in  Section  (b).    The   Plan
Administrator  may  be removed by the Employer or  may  voluntarily
resign from said capacity.  Such removal or resignation shall be in
writing  and  shall  be effective only upon the  appointment  of  a
successor  and the written acceptance by the new Plan Administrator
of  the responsibility and liability attaching to that position  as
set forth herein.  In the event of removal or resignation, the Plan
Administrator shall transfer to its successor such records  as  may
be reasonably required for the proper administration of the Plan.

                                -215-

       10.13   Removal and Resignation of Trustee.

              (a)    The Trustee may be removed by the Employer  by
the  delivery to the Trustee of a written directive to that effect.
The Trustee may resign by the delivery to the Employer of a written
resignation.   Such removal or resignation shall  become  effective
thirty (30) days from the date of the delivery of the directive  or
resignation,  as the case may be, unless otherwise  agreed  by  the
Employer  and  the  Trustee.   In the  event  of  such  removal  or
resignation,  the  successor  trustee,  upon  acceptance   of   the
appointment by an instrument in writing delivered to the  Employer,
shall  become vested with all the rights and shall assume  all  the
duties of the Trustee under this Plan and Trust.

              (b)    In the event of the death, incapacity, removal
or   resignation  of  the  Trustee  and  the  appointment  of  (and
acceptance  by)  a  successor, the Trustee (or his  personal  repre
sentative)  shall endorse, transfer, assign, convey and deliver  to
said successor all of the funds, securities and other property then
held  by  it  in  the Trust and such records as may  be  reasonably
required  for the proper administration of the Trust.  In addition,
the  Trustee  (or his personal representative) shall,  as  soon  as
administratively feasible, file with the Employer a  statement  and
report  of  the  operation of this Plan and Trust to the  effective
date of such death, incapacity, removal or resignation.

              (c)     If  the Employer fails to amend the Plan  and
Trust  and  to appoint a successor trustee within ninety (90)  days
from  the date of death, incapacity, resignation or removal of  the
Trustee,  the Plan and Trust shall terminate and all benefits  held
in  the  Trust for the benefit of Participants shall become  nonfor
feitable and shall be distributed in accordance with Article .

        10.14     Bonding.  Every Fiduciary, unless exempted  under
ERISA,  shall  be bonded in an amount equal to not  less  than  ten
percent  (10%)  of  the  funds  such Fiduciary  handles;  provided,
however, that the minimum bond shall be $1,000 and the maximum bond
$500,000.  The amount of funds handled shall be determined  at  the
beginning  of  each Plan Year based on the funds  handled  by  such
Fiduciary  and his predecessors, if any, during the preceding  Plan
Year or, if there is no preceding Plan Year, then by the amount  of
funds  to be handled during the current Plan Year.  The bond  shall
provide  protection to the Plan against any loss by reason of  acts
of  fraud  or  dishonesty by the Fiduciary, alone or in  connivance
with  others,  and shall be in a form approved by the Secretary  of
Labor.  Notwithstanding anything in this Plan to the contrary,  the
cost  of  such bond may, at the election of the Employer,  be  paid
from  the  Trust  Fund or by the Employer.  No Fiduciary  shall  be
liable  for the failure of any other Fiduciary to comply  with  the
bonding requirements of this Section.



                            ARTICLE  XI
                     PARTICIPATING  EMPLOYERS


        11.1  Adoption by Other Employers.  With the consent of the
Employer and the Trustee, any other corporation or entity,  whether
or not a member of a controlled group of corporations or affiliated
service  group of which the Employer is a member (as  described  in
Section  ),  may  adopt  this  Plan and  participate  herein  as  a
"Participating Employer" by execution of a document  acceptable  to
the Employer evidencing said adoption.

        11.2 Contributions by Employer and Participating Employers.

              (a)     Contributions  made by the  Employer  or  any
Participating Employer under this Plan and Forfeitures allocable to
such  contributions shall be allocated separately on behalf of  the
employees of that Employer or Participating Employer; however,  all
contributions by the Employer and each Participating Employer shall
be  deposited with and held by the Trustee subject to the terms and
conditions  hereof  and all assets held under  the  Plan  shall  be
available to pay benefits to any Participant and Beneficiary of the
Employer  or  any  Participating Employer.  The Plan  Administrator

                                -216-


shall  keep  books and records that reflect the total contributions
made by the Employer and Participating Employers hereunder and  the
allocation   of   said  contributions  to  the  accounts   of   the
Participants.

              (b)    Notwithstanding paragraph (a) above, if one or
more   corporations,  partnerships  or  unincorporated  trades   or
businesses that adopts this Plan as a Participating Employer  is  a
member  of  a  controlled group of corporations (as  defined  under
Section  414(b) or 414(c) of the Code) or affiliated service  group
(as  defined in Section 414(m) of the Code) with one or more  other
corporations,  partnerships or unincorporated trades or  businesses
that  has  adopted this Plan, and if that entity  is  prevented  in
whole or in part from making a contribution to this Plan, then  all
or   any   portion  of  the  contribution  that  such  corporation,
partnership or unincorporated trade or business does not  make  may
be  made  for  the benefit of the employees of that entity  by  the
other  corporations,  partnerships  or  unincorporated  trades   or
businesses,  as  permitted under the Code and  applicable  Treasury
Regulations.

        11.3  Employee Transfers and Terminations.  The transfer of
employment  of any Participant from the Employer to a Participating
Employer or from a Participating Employer to the Employer shall not
affect a Participant's rights under this Plan.  In such event,  all
amounts  credited  to  that Participant's Aggregate  Account  shall
remain intact and no part thereof shall be forfeited.  In addition,
the  Participant's  Years of Service with the transferor  or  prede
cessor  and his length of participation in this Plan shall continue
without interruption, and the transferee or successor shall be obli
gated to such Participant under the Plan in the same manner as  the
former employer.  The Employer or Participating Employer to whom  a
Participant  is transferred shall notify the Plan Administrator  in
writing of the transfer.

        11.4 Designation of Employer as Agent.  With respect to all
dealings  with the Trustee and Plan Administrator under this  Plan,
each  Participating  Employer shall be deemed to  have  irrevocably
designated  the Employer as its agent.  Unless the context  of  the
Plan  indicates the contrary, "Employer" shall be deemed to include
all Participating Employers.

        11.5   Expenses  Shared  by Participating  Employers.   All
expenses  of the Trust shall be paid by each Participating Employer
in  the same proportion that the total amount credited to the Aggre
gate  Accounts  of  all Participants employed by the  Participating
Employer  bears  to  the  total amount credited  to  the  Aggregate
Accounts  of  all Participants in this Plan, except that  any  such
expense specifically arising out of the adoption of this Plan by  a
Participating Employer or resulting from the participation  of  its
employees  shall  be  charged  to and paid  by  that  Participating
Employer.

        11.6 Amendment.  If one or more Participating Employers has
adopted  this  Plan,  then  any amendment  to  the  Plan  shall  be
effective  only  upon  its written adoption by  each  Participating
Employer.

        11.7   Discontinuance of Participation.  Any  Participating
Employer  may discontinue or revoke its participation in this  Plan
by  written notice to the Trustee and Plan Administrator.  In  such
event,  the  Trustee and Administrator shall transfer a portion  of
the  assets of the Trust to the successor trustee, representing the
allocable  share  of  the  account  balances  of  the  Participants
employed  by that Participating Employer, and shall deliver  copies
of  the  applicable  records of the Plan  to  the  successor  admin
istrator  designated in writing by the Participating Employer.   If
no  successors are designated within thirty (30) days of receipt of
the  aforesaid written notice by the Trustee, this Plan  and  Trust
shall  be  deemed  to  have  terminated as  to  that  Participating
Employer   and   the   account  balances  of  employees   of   that
Participating  Employer  shall be distributed  in  accordance  with
Article VII.

                                -217-

                           ARTICLE  XII
                    AMENDMENT  AND  TERMINATION


        12.1 Right to Amend.

              (a)    To the extent consistent with the requirements
of qualification for income tax purposes, the Employer reserves the
right  to  amend  this  Plan  and Trust,  either  retroactively  or
prospectively, by delivering to the Trustee and Plan  Administrator
a  written  amendment.  Any such amendment shall be effective  only
upon its execution by the Employer and Trustee.  An amendment which
materially  affects the rights of the Participants hereunder  shall
be communicated to the Participants in writing.

              (b)     Notwithstanding paragraph (a) above,  neither
the  Employer  nor the Trustee shall have the power to  amend  this
Plan  and  Trust in such a manner as would decrease a Participant's
account   balance   (except   to   the   extent   permitted   under
Section  412(c)(8)  of the Code), eliminate  an  optional  form  of
benefit  or distribution, cause or permit any part of the Trust  to
be diverted to purposes other than for the exclusive benefit of the
Participants  or their Beneficiaries or estates, or  to  take  such
action  as would cause or permit any portion of the assets  of  the
Trust  to revert to or become the property of the Employer  (except
as  permitted  under  Sections , ,   and   hereof);  and  provided,
further,  that  no amendment shall cause or permit the  retroactive
diminution of any rights which the Participants have acquired  with
respect  to  contributions made prior  to  the  date  of  any  such
amendment, unless the amendment is required to obtain approval from
the  Internal  Revenue Service for the continued  qualification  of
this Plan and Trust for tax purposes.

        12.2 Right to Terminate.  The Employer shall have the right
to  terminate  this  Plan (with or without the termination  of  the
Trust) by delivering to the Trustee a written notice of termination
at  least thirty (30) days prior to the effective date thereof.  In
the  event of the termination or partial termination of this  Plan,
the  account  balances of all participating Employees  affected  by
such  termination shall become fully vested and the  provisions  of
Article  shall apply.

       12.3     Permanent  Discontinuance  of  Contributions.   The
permanent  discontinuance on the part of the  Employer  of  further
contributions to this Plan shall constitute termination of the Plan
and shall result in the full vesting of the account balances of the
Employer's participating Employees.  For purposes of this  Section,
permanent discontinuance will not be deemed to have occurred merely
because of a temporary suspension of contributions by the Employer.



                           ARTICLE  XIII
                           MISCELLANEOUS


        13.1   Exclusive Benefit of Participants.   Except  as  set
forth  in  Sections , ,  and  hereof, no part of  the  Trust  shall
revert to the Employer or be used or diverted for any purpose other
than  for  the  exclusive  benefit of  the  Participants  or  their
Beneficiaries.

        13.2   Plan  Does  Not Restrict Employer's  Employment  and
Business  Policies.  Nothing in this Plan shall be construed  as  a
contract of employment or as modifying or limiting in any  way  the
right  of the Employer to terminate the employment of any Employee,
to  establish policy, or otherwise to conduct business in the  same
manner as though this Plan and Trust had not been entered into.

        13.3 Rights Against Employer.  Neither the establishment of
this  Plan, any allocation made hereunder, nor the accumulation  of
benefits  in the Trust shall be construed as giving any Participant
or any other person a legal or equitable right against the Trustee,
the  Plan  Administrator 

                                -218-

or the Employer, or any  member, officer, director,  Employee, agent, 
partner or stockholder thereof,  except as expressly provided herein 
or as required by law.

        13.4 Intention to Continue Plan.  The Employer  expects  to
continue  this  Plan  and  the payment of  contributions  hereunder
indefinitely; however, the permanence of the Plan is not assumed as
a  contractual  obligation and, in the event of the termination  of
the  Plan for any reason, the disposition of the funds in the Trust
shall be made in accordance with the applicable provisions hereof.

        13.5 Assumption of Plan by Successor.

              (a)    If the Employer is merged or consolidated with
any other employer, or if any other employer acquires substantially
all  the  assets  of  the  Employer, such surviving  or  purchasing
employer  may  elect  to continue this Plan.  In  that  event,  the
Participants employed by the Employer who continue their employment
with  such successor employer shall remain as Participants of  this
Plan  without a Break in Service.  Those Participants  employed  by
the Employer who are not retained by the successor employer (or, if
the   successor   employer  does  not  continue  this   Plan,   all
Participants)  shall  be  fully vested in their  account  balances,
which shall be paid in accordance with the provisions of Article .

              (b)     Upon any merger or consolidation with another
employer, or upon the transfer of assets or liabilities to  another
plan,  each  Participant shall be entitled to  receive  immediately
thereafter  a  benefit  which is at least equal  in  value  to  the
benefit  he would have been entitled to receive immediately  before
the  merger,  consolidation  or  transfer  if  the  Plan  had  then
terminated.

        13.6  Predecessor Employer.  If, by adopting this Plan, the
Employer  is  maintaining the plan of a predecessor employer,  then
service  for such predecessor shall be treated as service  for  the
Employer.

        13.7 Controlled or Affiliated Service Groups.

              (a)     The  Employees of all corporations which  are
members  of  a  controlled  group of corporations  (as  defined  in
Section  414(b) of the Code, as modified by Section 415(h)  of  the
Code),  the  Employees  of all trades or business--whether  or  not
incorporated--which  are  under  common  control  (as  defined   in
Section  414(c) of the Code, as modified by Section 415(h)  of  the
Code),  and  the Employees of all members of an affiliated  service
group  (as defined in Section 414(m) of the Code) shall be  treated
as  employed  by a single employer, but only for the  specific  pur
poses cited in those provisions of the Code.

              (b)   If this Plan provides contributions or benefits
for  one or more Owner-Employees who control both the business  for
which  this  Plan  is established and one or more other  trades  or
businesses,  this  Plan  and the plan established  for  such  other
trades  or businesses must, when examined as a single plan, satisfy
Sections  401(a) and (d) of the Code for the Employees of this  and
all other trades or businesses.

              If  this Plan provides contributions or benefits  for
one or more Owner-Employees who control one or more other trades or
businesses, the employees of the other trades or businesses must be
included  in a plan that satisfies Sections 401(a) and (d)  of  the
Code   and  that  provides  contributions  and  benefits  not  less
favorable  than those provided for the Owner-Employees  under  this
Plan.

              If an individual is covered as an Owner-Employee under
the  plan  or plans of two or more trades or businesses that are not
controlled  and  the individual  controls a trade or business,  then
the  contributions  or benefits  of an employee under  the  plan  or
plans  of the trades or businesses  

                                -219-

that are controlled must  be  as favorable  as those provided for him  
under the most favorable  plan of the trade or business that is not 
controlled.

              (c)    For purposes of paragraph (b) above, an Owner-
Employee  or  two  or more Owner-Employees will  be  considered  to
"control" a trade or business if that Owner-Employee or the two  or
more  Owner-Employees together (i) own the entire  interest  in  an
unincorporated  trade  or  business  or  (ii)  in  the  case  of  a
partnership,  own  more  than fifty percent  (50%)  of  either  the
capital  interest or the profits interest in the partnership.   For
purposes  of this paragraph (c), an Owner-Employee or two  or  more
Owner-Employees shall be treated as owning any interest in  a  part
nership  that  is owned, directly or indirectly, by  a  partnership
that  such  Owner-Employee or such two or more Owner-Employees  are
considered to control within the meaning of the preceding sentence.

        13.8 Leased Employees.

              (a)     A  leased  employee shall be  treated  as  an
employee  of  the  recipient  employer;  provided,  however,   that
contributions  or  benefits furnished by the  leasing  organization
that  are  attributable  to services performed  for  the  recipient
employer shall be treated as provided by the recipient employer.

              (b)     Paragraph (a) above shall not  apply  to  any
leased employee 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, (B) immediate
participation, and (C) the full and immediate vesting of  benefits,
and  (ii)  leased  employees  do not constitute  more  than  twenty
percent  (20%)  of the recipient employer's Non-Highly  Compensated
Employee   work   force.    For   purposes   of   this   paragraph,
"compensation"  shall  include amounts contributed  pursuant  to  a
salary  reduction agreement which are excludable  from  the  leased
employee's gross income under Sections 125, 402(a)(8), 402(h)(1)(B)
or 403(b) of the Code.

              (c)    For purposes of this Section, the term "leased
employee"  means  any person who, pursuant to an agreement  between
the  recipient  and  any  other  person  or  entity  (the  "leasing
organization"),  has performed services for the recipient  (or  for
the  Employer  and related persons, determined in  accordance  with
Section  414(n)(6) of the Code) on a substantially full-time  basis
for  a period of at least one (1) year and such services are  of  a
type  historically performed by employees in the business field  of
the recipient employer.

        13.9   Interest in Trust not Subject to Creditors'  Claims.
Except  to  the  extent  required by  law,  neither  the  benefits,
payments, proceeds nor rights of any Participant hereunder shall be
subject to the claims of creditors, to attachment or garnishment or
other  legal  process,  or to alienation, sale,  transfer,  pledge,
encumbrance  or  assignment, and any attempt by  a  Participant  to
alienate,  sell, transfer, pledge, encumber or assign  any  of  the
benefits,  payments  or  proceeds that he  may  expect  to  receive
hereunder  shall be void.  The preceding sentence shall also  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, as defined in Section 414(p) of
the Code.

        13.10     Internal Revenue Service Approval  of  Employer's
Plan.   Notwithstanding anything to the contrary contained  herein,
this  Plan is created on the condition precedent that the Plan  and
Trust  meet  the qualification requirements of Sections 401(a)  and
501(a)  of  the  Code, so as to permit the Employer to  deduct  for
income  tax purposes all funds contributed by it to the Trust,  and
so  as  to permit the Trust to be exempt from income taxation.   If
such  qualification is not obtained, this Plan  shall,  upon  affir
mative  action  taken by the Employer within  sixty  (60)  days  of
receiving  notice  of disapproval, terminate, in  which  event  the
Trustee shall immediately deliver to the Employer all of the assets
of the Trust.

                                -220-

        13.11    Mistake of Fact.  In the event the Employer  shall
make  a  contribution  to the Trust under a mistake  of  fact,  the
Employer may make written demand for the repayment of the amount so
contributed at any time within one (1) year following the  time  of
payment,  and  the  Trustee shall then return such  amount  to  the
Employer within said one (1) year period.

        13.12   Disallowance of Deduction.  Any contribution by the
Employer to the Trust is conditioned upon the deductibility of  the
contribution by the Employer under the Code and, to the extent that
any  such  deduction is subsequently disallowed, the Employer  may,
within  one  (1)  year  following  a  final  determination  of  the
disallowance,  make  written  demand  for  the  repayment  of   the
disallowed  amount,  and the Trustee shall  then  return  such  sum
within the said one (1) year period.

        13.13   Restrictions on Return of Contributions.

              (a)     For  purposes of Sections   and   above,  the
amount that may be returned to the Employer shall be limited to the
excess of the amount contributed by the Employer to the Plan over:

                  (i) as to Section, the amount that would have been
contributed had the mistake of fact not occurred; or

                 (ii)      as  to  Section  ,  the  amount  of  the
deduction  allowed by the Internal Revenue Service during  the Plan 
Year of the disallowance.

              (b)     Earnings  attributable to  the  contributions
returned under Sections  and  shall not revert to the Employer, but
any  losses  attributable  thereto  shall  reduce  the  amount   so
returned.   Notwithstanding anything to the contrary  contained  in
Sections  and , no amounts shall be returned to the Employer to the
extent  that such return would cause the balance of the account  of
any Participant to be reduced to less than the balance that existed
prior to the mistake of fact or the disallowance of the deduction.

        13.14   Claims.  A Participant or Beneficiary may file with
the  Plan  Administrator a written claim for benefits upon  the  oc
currence of any event which in the claimant's opinion gives rise to
the  payment of benefits hereunder.  In the event the Administrator
shall  determine that the claimant is not entitled to  the  claimed
benefits,  it  shall  so  notify the  claimant  in  writing  within
ninety  (90) days of receipt of the claim and shall set  forth  the
reasons  for  such  determination, with specific reference  to  the
terms of the Plan upon which the denial is based.  The claimant may
request  that an adverse determination be reviewed by the  Employer
and  shall be given the opportunity within ninety (90) days of said
request  to present any additional information which may  establish
his  right to the benefit so claimed.  The decision of the Employer
with  respect to any such appeal shall be rendered in  writing  and
shall be delivered to the claimant within sixty (60) days following
receipt of the appeal.  The Employer's decision shall be final  and
binding  on all parties.  The Administrator and the Employer  shall
keep  the  Trustee  fully  advised in writing  of  the  filing  and
disposition of all claims hereunder.

        13.15   Direct Rollovers.

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

                                -221-


              (b)    Definitions.

                  (i)  Eligible rollover distribution:  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  sub
stantially  equal periodic payments (not less frequently  than
annually)  made  for  the  life (or life  expectancy)  of  the
distributee or the joint lives (or joint life expectancies) of
the  distributee and the distributee's designated beneficiary,
or   for  a  specified  period  of  ten  years  or  more;  any
distribution to the extent such distribution is required under
Section  401(a)(9)  of  the  Code;  and  the  portion  of  any
distribution  that  is not includable in gross  income  (deter
mined  without  regard  to the exclusion  for  net  unrealized
appreciation with respect to employer securities).

                 (ii)      Eligible retirement plan:   An  eligible
retirement plan is 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 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.

                (iii)     Distributee:  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 Section 414(p) of the Code, are distributees with regard to
the interest of the spouse or former spouse.

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

        13.16     Agent  for Service of Process.  For all  purposes
under  this Plan and Trust, including the filing of claims pursuant
to  Section , the Plan Administrator shall be the agent for service
of process.

        13.17    Masculine, Feminine.  In construing this Plan, the
masculine  shall  be read to include the feminine and  vice  versa,
except where the context expressly indicates otherwise.

        13.18     Applicable Law.  The provisions of this Plan  and
Trust  shall  be construed, administered and enforced according  to
the  laws  of the State of Florida, except to the extent that  such
laws are inconsistent with or are superseded by the Code or ERISA.

                                -222-

         IN  WITNESS WHEREOF, this Plan and Trust has been executed
on the date set forth on the first page.


Signed, sealed and delivered
in the presence of:
                                   EMPLOYER:

                                   Orange-co of Florida, Inc.



Kay L. Hodgkins                         By:  Gene Mooney
---------------                         ----------------
Kay L. Hodgkins                         Gene Mooney, President,
                                        President

Gwen C. Banks
--------------
Gwen C. Banks

Witnesses as to Employer



   
                                        TRUSTEE:



Kay L. Hodgkins                         By:  B.H. Griffin, III
---------------                         ----------------------
Kay L. Hodgkins                         B. H. Griffin, III


Gwen C. Banks
--------------
Gwen C. Banks

Witnesses as to Trustee

                                -223-