Exhibit 10.23












                           EXIGENT INTERNATIONAL, INC.
        EMPLOYEE 401(K) PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

               (As Amended and Restated Effective January 1, 1999)



<PAGE>




                           EXIGENT INTERNATIONAL, INC.
        EMPLOYEE 401(K) PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

               (As Amended and Restated Effective January 1, 1999)

                                TABLE OF CONTENTS

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                                                                                                               Page
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ARTICLE 1.........................................................................................................1

   INTRODUCTION...................................................................................................1
      1.01  History...............................................................................................1
      1.02  Amended and Restated Plan.............................................................................1
      1.03  Purpose...............................................................................................1
      1.04  Plan Governs Distribution of Benefits.................................................................2
      1.05  Accrued Benefits......................................................................................2

ARTICLE 2.........................................................................................................3

   DEFINITIONS....................................................................................................3
      Account.....................................................................................................3
      Act or ERISA................................................................................................3
      Adjustment..................................................................................................3
      Affiliate...................................................................................................3
      Affiliated Sponsor..........................................................................................3
      Authorized Leave of Absence.................................................................................3
      Beneficiary.................................................................................................4
      Board.......................................................................................................4
      Code........................................................................................................4
      Committee...................................................................................................5
      Company.....................................................................................................5
      Company Stock...............................................................................................5
      Compensation................................................................................................5
      Distribution................................................................................................5
      Earnings....................................................................................................5
      Effective Date..............................................................................................5
      Eligible Employee...........................................................................................5
      Employee....................................................................................................6
      Employer....................................................................................................6
      Employer Contributions......................................................................................6
      Employer Matching Contribution Account......................................................................6
      Employer Matching Contributions.............................................................................6
      Employer Profit Sharing Contribution Account................................................................6
      Employer Profit Sharing Contributions.......................................................................6
      Employment..................................................................................................6
      Employment Commencement Date................................................................................7
      Entry Date..................................................................................................7
      ERISA.......................................................................................................7
      ESOP Contribution Account...................................................................................7
      ESOP Contributions..........................................................................................7
      Fiduciary...................................................................................................7
      Fund........................................................................................................7
      Highly Compensated Employee.................................................................................7
      Hour of Service.............................................................................................7
      Investment Fund.............................................................................................8
      Non-highly Compensated Employee.............................................................................9
      Normal Retirement Date......................................................................................9
      One-Year Break in Service...................................................................................9
      Participant.................................................................................................9
      Permanent Disability........................................................................................9
      Plan........................................................................................................9
      Plan Administrator or Administrator.........................................................................9
      Plan Year...................................................................................................9
      Pre-Tax Contribution........................................................................................9
      Pre-Tax Contribution Account...............................................................................10
      Prior Plans................................................................................................10
      Qualified..................................................................................................10
      Qualified Nonelective Contribution.........................................................................10
      Qualified Nonelective Contribution Account.................................................................10
      Retirement.................................................................................................10
      Separated Participant......................................................................................10
      Spouse.....................................................................................................10
      Termination Date...........................................................................................10
      Treasury Regulation........................................................................................11
      Trust or Trust Agreement...................................................................................11
      Trustee....................................................................................................11
      Valuation Date.............................................................................................11
      Year of Eligibility Service................................................................................11
      Other Rules................................................................................................11

ARTICLE 3........................................................................................................12

   PARTICIPATION.................................................................................................12
      3.01  Participation........................................................................................12
      3.02  Participation and Rehire.............................................................................12
      3.02  Acquisitions.........................................................................................13
      3.03  Not Contract for Employment..........................................................................13

ARTICLE 4........................................................................................................14

   PRE-TAX CONTRIBUTIONS; ROLLOVERS..............................................................................14
      4.01  Pre-Tax Contributions................................................................................14
      4.02  Elections Regarding Pre-Tax Contributions............................................................14
      4.03  Change in Employee Contribution Percentage or Suspension of Contributions............................14
      4.04  Deadline for Contribution and Allocation of Pre-Tax Contributions....................................15
      4.05  Rollover Contribution................................................................................15

ARTICLE 5........................................................................................................17

   EMPLOYER CONTRIBUTIONS........................................................................................17
      5.01  Employer Matching Contribution.......................................................................17
      5.02  Employer Profit Sharing Contributions................................................................17
      5.03  Qualified Nonelective Contributions..................................................................17
      5.04  Form and Timing of Contributions.....................................................................17
      5.05  Forfeitures..........................................................................................18

ARTICLE 6........................................................................................................19

   ACCOUNTS AND ALLOCATIONS......................................................................................19
      6.01  Participant Accounts.................................................................................19
      6.02  Allocation of Adjustments............................................................................20
      6.03  Plan Expenses........................................................................................20
      6.04  Investment Funds and Elections.......................................................................20
      6.05  Errors...............................................................................................21
      6.06  Valuation For Purposes of Distributions..............................................................21

ARTICLE 7........................................................................................................22

   VESTING.......................................................................................................22
      7.01  Retirement...........................................................................................22
      7.02  Disability...........................................................................................22
      7.03  Death................................................................................................22
      7.04  Other Termination of Employment......................................................................22

ARTICLE 8........................................................................................................24

   DISTRIBUTIONS.................................................................................................24
      8.01  Commencement of Distribution.........................................................................24
      8.02  Method of Distribution...............................................................................25
      8.03  Payment to Minors and Incapacitated Persons..........................................................25
      8.04  Application for Benefits.............................................................................25
      8.05  Special Distribution Rules...........................................................................25
      8.06  Distributions Pursuant to Qualified Domestic Relations Orders........................................26
      8.07  Direct Rollovers.....................................................................................26

ARTICLE 9........................................................................................................28

   IN-SERVICE WITHDRAWALS; LOANS.................................................................................28
      9.01  Hardship Withdrawal of Account.......................................................................28
      9.02  Definition of Hardship...............................................................................28
      9.03  Maximum and Minimum Hardship Distribution............................................................28
      9.04  Procedure to Request Hardship........................................................................29
      9.05  Authority to Establish Loan Program..................................................................29
      9.06  Eligibility for Loans................................................................................30
      9.07  Loan Amount..........................................................................................30
      9.08  Maximum Number of Loans..............................................................................30
      9.09  Assignment of Account................................................................................30
      9.10  Interest.............................................................................................31
      9.11  Term of Loan.........................................................................................31
      9.12  Level Amortization...................................................................................31
      9.13  Directed Investment..................................................................................31
      9.14  Other Requirements...................................................................................31
      9.15  Distribution of Loan.................................................................................32
      9.16  Suspension of Loan Repayments During Military Service................................................32
      Withdrawals On or After Age 59-1/2.........................................................................32

ARTICLE 10.......................................................................................................33

   ADMINISTRATION OF THE PLAN....................................................................................33
      10.01    Named Fiduciaries.................................................................................33
      10.02    Board of Directors................................................................................33
      10.03    Trustee...........................................................................................33
      10.04    Committee.........................................................................................33
      10.05    Standard of Fiduciary Duty........................................................................35
      10.06    Claims Procedure..................................................................................35
      10.07    Indemnification of Committee......................................................................37
<PAGE>

ARTICLE 11.......................................................................................................38

   AMENDMENT AND TERMINATION.....................................................................................38
      11.01    Right to Amend....................................................................................38
      11.02    Termination and Discontinuance of Contributions...................................................38

ARTICLE 12.......................................................................................................39

   SPECIAL DISCRIMINATION RULES..................................................................................39
      12.01    Definitions.......................................................................................39
      12.02    Limit on Pre-Tax Contributions....................................................................42
      12.03    Average Actual Deferral Percentage................................................................44
      12.04    Special Rules For Determining Average Actual Deferral Percentage..................................45
      12.05    Distribution of Excess ADP Deferrals..............................................................45
      12.06    Average Actual Contribution Percentage............................................................47
      12.07    Special Rules For Determining Average Actual Contribution Percentages.............................48
      12.08    Distribution of Employer Matching Contributions...................................................48
      12.09    Combined ACP and ADP Test.........................................................................49
      12.10    Order of Applying Certain Sections of Article.....................................................50

ARTICLE 13.......................................................................................................52

   HIGHLY COMPENSATED EMPLOYEES..................................................................................52
      13.01    In General........................................................................................52
      13.02    Highly Compensated Employees......................................................................52
      13.03    Former Highly Compensated Employee................................................................52
      13.04    Definitions.......................................................................................53
      13.05    Other Methods Permissible.........................................................................54

ARTICLE 14.......................................................................................................55

   MAXIMUM BENEFITS..............................................................................................55
      14.01    General Rule......................................................................................55
      14.02    Combined Plan Limitation..........................................................................56
      14.03    Definitions.......................................................................................56

ARTICLE 15.......................................................................................................59

   TOP HEAVY RULES...............................................................................................59
      15.01    General...........................................................................................59
      15.02    Definitions.......................................................................................59
      15.03    Minimum Benefit...................................................................................60
      15.04    Combined Plan Limitation For Top Heavy Years......................................................61
      15.05    Top Heavy ESOP Contribution Account Vesting.......................................................61

ARTICLE 16.......................................................................................................62

   MISCELLANEOUS.................................................................................................62
      16.01    Headings..........................................................................................62
      16.02    Action by Employer................................................................................62
      16.03    Spendthrift Clause................................................................................62
      16.04    Distributions Upon Special Occurrences............................................................62
      16.05    Discrimination....................................................................................63
      16.06    Release...........................................................................................63
      16.07    Compliance with Applicable Laws...................................................................63
      16.08    Agent for Service of Process......................................................................63
      16.09    Merger............................................................................................63
      16.10    Governing Law.....................................................................................63
      16.11    Adoption of the Plan by an Affiliated Sponsor.....................................................64
      16.12    Location of Participant or Beneficiary Unknown....................................................65
      16.13    Qualified Military Service........................................................................65

ARTICLE 17.......................................................................................................66

   EMPLOYEE STOCK OWNERSHIP PLAN.................................................................................66
      17.01    Introduction......................................................................................66
      17.02    Definitions.......................................................................................66
      17.03    Investment of ESOP Assets.........................................................................66
      17.04    ESOP Contributions................................................................................67
      17.05    Allocations to Participants' Accounts.............................................................68
      17.06    Distributions from ESOP Account...................................................................70
      17.07    Dividend Distributions............................................................................71
      17.08    Voting Rights.....................................................................................71
      17.09    Put Options.......................................................................................73
      17.10    Nonterminable Protections and Rights..............................................................73
SCHEDULE A
        AFFILIATED SPONSORS...................................................................................1A

SCHEDULE B
        PREDECESSOR EMPLOYERS.................................................................................1B

SCHEDULE C
        MATCHING EMPLOYER CONTRIBUTIONS.......................................................................1C
</TABLE>


<PAGE>


                           EXIGENT INTERNATIONAL, INC.
        EMPLOYEE 401(K) PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

               (As Amended and Restated Effective January 1, 1999)


                                    ARTICLE 1

                                  INTRODUCTION

1.01       History.

Software Technology, Inc. a subsidiary of Exigent International, Inc. originally
established the Software  Technology,  Inc.  Employee 401(k) Profit Sharing Plan
(the "Prior 401(k) Plan") on February 1, 1980 and the Software Technology,  Inc.
Employee  Stock  Ownership  Plan (the  "Prior  ESOP  Plan") on January  31, 1986
(collectively,  the  "Prior  Plans").  The Prior  Plans  have been  amended  and
restated  from time to time and have been  maintained  in such manner as to meet
the  qualification  requirements  of Sections  401(a) and 401(k) of the Internal
Revenue Code of 1986, as amended (the "Code"),  as amended,  and of the Employee
Retirement Income Security Act of 1974 ("ERISA").

1.02       Amended and Restated Plan.

Except as otherwise specified herein, effective January 1, 1999, the Prior Plans
are  amended  and  completely  restated  in their  entirety as set forth in this
document  and in the Trust.  The Plan as  amended  shall be  maintained  in such
manner as to meet the  requirements of Section 401(a) and 401(k) of the Internal
Revenue Code of 1986, as amended, and of the Employee Retirement Income Security
Act of 1974.

1.03       Purpose.

This Plan is  intended  to  provide a cash or  deferred  arrangement  under Code
Sections 401(a) and 401(k) and to provide for employee equity  participation  in
the Company  through  the ESOP  accounts  transferred  from the Prior ESOP Plan.
Under the Plan,  Participants  can direct  that a  specified  percentage  of the
amount  that  otherwise  would  have  been  paid  to  them  as  Compensation  be
contributed by the Employer to the Plan. The benefits  described in the Plan are
provided for the exclusive benefit of the Participants and their Beneficiaries.

1.04       Plan Governs Distribution of Benefits.

The  distribution  of  benefits  for all  Participants  shall be governed by the
provisions of this Plan. Early retirement benefits,  retirement-type  subsidies,
or optional forms of benefit protected under Code Section 411(d)(6)  ("Protected
Benefits")  shall not be reduced or eliminated with respect to benefits  accrued
under such Protected  Benefits unless such reduction or elimination is permitted
under the Code, Treasury  Regulations,  authority issued by the Internal Revenue
Service or judicial authority.

1.05       Accrued Benefits.

Participants who earn an Hour of Service on or after the Effective Date shall be
subject to the provisions of this Plan. All other  Participants shall be subject
to the  terms  and  provisions  of the  Prior  Plans in  effect  as of each such
Participant's Termination Date.




<PAGE>


                                    ARTICLE 2

                                   DEFINITIONS

Certain  terms of this Plan have  defined  meanings  which are set forth in this
Article and which shall govern unless the context in which they are used clearly
indicates that some other meaning is intended.

Account shall mean the Account  established  and  maintained by the Committee or
Trustee for each Participant or their  Beneficiaries to which shall be allocated
each Participant's  interest in the Fund. Each Account shall be comprised of the
sub-accounts described in Section 6.01.

Act or ERISA shall mean Public Law No. 93-406,  the Employee  Retirement  Income
Security Act of 1974, as the same may be amended from time to time.

Adjustment shall mean, for any Valuation Date, the aggregate earnings,  realized
or  unrealized  appreciation,  losses,  expenses,  and  realized  or  unrealized
depreciation  of the Fund since the  immediately  preceding  Valuation Date. The
determination  of the Adjustment shall be made by the Trustee and shall be final
and binding.

Affiliate  shall mean the  Company  and any  corporation  which is a member of a
controlled  group of  corporations  (as defined in Code  Section  414(b))  which
includes the Company;  any trade or business  which is under common  control (as
defined in Code Section 414(c)) with the Company;  any  organization  which is a
member of an affiliated  service group (as defined in Code Section 414(m)) which
includes the Company;  and any other entity  required to be aggregated  with the
Company pursuant to regulations under Code Section 414(o).

Affiliated  Sponsor shall mean any  corporation and any other entity that wishes
to adopt this Plan;  provided,  however,  that any such entity described in this
paragraph must be designated by the Committee as an Affiliated Sponsor under the
Plan.  See Section  16.11 for  provisions  relating to an  Affiliated  Sponsor's
adoption of the Plan. All Affiliated Sponsors, groups of employees designated as
participating in the Plan by such Affiliated Sponsors (if not allemployees), and
the effective date of a company's  designation as an Affiliated Sponsor shall be
specified in Schedule A.

Authorized  Leave of Absence  shall  mean any  temporary  layoff or any  absence
authorized by the Employer under the  Employer's  standard  personnel  practices
provided that all persons under similar  circumstances  must be treated alike in
the granting of such Authorized  Leaves of Absence and provided further that the
Participant  returns  within the period of  authorized  absence.  If an Employee
fails to return to Employment upon cessation of the Authorized Leave of Absence,
such Employee  will be deemed to have  incurred a Termination  Date on the first
day of such leave of absence.  An absence due to service in the Armed  Forces of
the United  States shall be  considered  an  Authorized  Leave of Absence to the
extent required by federal law. Absences subject to the Family and Medical Leave
Act of 1993  shall be  considered  Authorized  Leaves of  Absence  to the extent
required by law.

Beneficiary.

(a) Unmarried  Participants.  For  unmarried  Participants,  any  individual(s),
trust(s), estate(s), partnership(s),  corporation(s) or other entity or entities
designated by the Participant in accordance  with procedures  established by the
Committee to receive any distribution to which the Participant is entitled under
the Plan in the event of the  Participant's  death.  The  Committee  may require
certification  by a  Participant  in  any  form  it  deems  appropriate  of  the
Participant's  marital  status prior to  accepting  or honoring any  Beneficiary
designation.  Any  Beneficiary  designation  shall  be void  if the  Participant
revokes the designation or marries. Any Beneficiary designation shall be void to
the extent it conflicts with the terms of a qualified  domestic relations order,
marital settlement agreement or divorce decree.

If an  unmarried  Participant  fails  to  designate  a  Beneficiary  or  if  the
designated  Beneficiary fails to survive the Participant and the Participant has
not designated a contingent Beneficiary,  the Beneficiary shall be the surviving
descendants of the Participant  (who shall take per stirpes) and if there are no
surviving  descendants,  the Beneficiary shall be the Participant's  estate. For
the purposes of the foregoing sentence, the term "descendants" shall include any
persons adopted by a Participant or by any of his descendants.

(b)  Married  Participants.  A married  Participant's  Beneficiary  shall be his
Spouse at the time of his death unless the Participant has designated a specific
non-spouse Beneficiary (or Beneficiaries) with the written consent of his Spouse
given in the presence of a notary public on a form provided by the Committee, or
unless the terms of a qualified  domestic  relations  order require payment to a
non-spouse  Beneficiary.  A married  Participant's  designation  of a non-spouse
Beneficiary in accordance  with the preceding  sentence shall remain valid until
revoked by the Participant or until the Participant marries a Spouse who has not
consented to a designation in accordance with the preceding sentence.
<PAGE>

For the purposes of this Section,  revocation of prior Beneficiary  designations
will occur when a Participant (i) files a valid  designation with the Committee;
or (ii)files a signed  statement  with the  Committee  evidencing  his intent to
revoke any prior designations.

Board shall mean the Board of Directors of the Company or the  Employer,  as the
case may be.

Business  Day  shall  mean  any  day  except  Saturdays,  Sundays,  and  any day
designated as a holiday by the Federal Government.

Code shall mean the Internal Revenue Code of 1986, as amended.  A reference to a
specific  provision of the Code shall include such  provision and any applicable
Treasury Regulation pertaining thereto.

Committee  shall mean the  Committee  appointed by the Board under Article 10 to
administer the Plan. This term is interchangeable with "Plan Administrator."

Company shall mean Exigent  International,  Inc. and its  successors and assigns
which adopt this Plan.

Company Stock shall mean Exigent International, Inc. common stock.

Compensation.

(a) Except as provided herein,  Compensation shall mean the Participant's  gross
annual earnings from salary and wages, but not commissions,  bonuses,  severance
pay,  taxable  welfare  and fringe  benefit  plan  payments  or  reimbursements,
deferred  compensation,  and compensation realized from the issuance or exercise
of equity based options or compensation. Compensation shall include (or shall be
grossed up to include) pre-tax  contributions or deferrals to the Employer's tax
qualified  401(k) plan and/or Section 125 cafeteria  plan.  For the  stand-alone
ESOP Plan,  compensation  shall not include  wages  (including  both regular and
overtime  premium  pay) for hours  worked  in  excess of 2080 in the Plan  Year.
However,  for the 401(k) Plan, wages for all hours worked in accordance with the
above requirements will be eligible and may exceed 2080 in the Plan Year.

(b) The annual  Compensation  of each employee taken into account under the Plan
shall not exceed $150,000,  as adjusted by the Commissioner for increases in the
cost of living in accordance with Section  401(a)(17)(B) of the Internal Revenue
Code. The cost-of-living adjustment in effect for a calendar year applies to any
period,  not  exceeding  12  months,   over  which  compensation  is  determined
(determination period) beginning in such calendar year.

(c) Notwithstanding (a) above, effective for Plan Years beginning after December
31,  1997,  for  purposes of Article 14 below,  Form W-2  Compensation  shall be
grossed up to include Pre-Tax Contributions under this Plan and salary reduction
pre-tax contributions to a Code Section 125 Plan maintained by the Employer.

Disability Retirement Date shall mean the first day of the month coincident with
or immediately  following the date the Committee determines that the Participant
is Permanently Disabled.

Distribution  shall  mean  payment  by the  Trustee  to or for the  benefit of a
Participant,  Spouse,  Beneficiary  or other  person  entitled  to  benefits  as
provided in this Plan.

Earnings shall have that meaning as defined in Section 4.01.

Effective Date shall mean January 1, 1999.

Eligible Employee shall mean all Employees who are employed by the Employer. The
following Employees shall not be considered Eligible Employees:

(i) any  Employee  included in a  collective  bargaining  unit for which a labor
organization is recognized as collective  bargaining  agent unless such employee
has been designated by the Committee as an "Eligible  Employee" for the purposes
of this Plan;

(ii) any "Leased Employee," within the meaning of Code Section  414(n)(2),  with
respect to the Employer; or

(iii) any Employee who is a  nonresident  alien and who does not receive  earned
income from the Employer which constitutes income from sources within the United
States.
<PAGE>

Employee  shall mean any person  employed by, or on Authorized  Leave of Absence
from, the Employer, and any person who is a "Leased Employee" within the meaning
of Code Section 414(n)(2) with respect to the Employer. However, if such "Leased
Employees" constitute less than 20 percent of the Employer's combined non-highly
compensated work force,  within the meaning of Code Section 414(n)(5),  the term
"Employee" shall not include "Leased  Employees"  covered by a plan described in
Code Section  414(n)(5).  "Leased Employee" shall mean any person (other than an
Employee of the Employer) who pursuant to an agreement  between the Employer and
any  other  person  ("leasing  organization")  has  performed  services  for the
Employer (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 year, and for Plan Years beginning after December 31, 1996, such
services are performed under the primary direction or control by the Employer.

Employer  shall mean the  Company and any  Affiliated  Sponsor.  All  Affiliated
Sponsors are listed on Schedule A.

Employer  Contributions  shall mean Employer  Matching  Contributions,  Employer
Profit Sharing Contributions,  ESOP Contributions,  and/or Qualified Nonelective
Contributions.

Employer Matching Contribution Account shall mean the portion of a Participant's
Account  attributable to the Employer Matching  Contributions,  and the total of
the  Adjustments  which have been credited to or deducted  from a  Participant's
Account with respect to such Employer Matching Contributions.

Employer  Matching  Contributions  shall have that meaning as defined in Section
5.01.

Employer  Profit  Sharing  Contribution  Account  shall  mean the  portion  of a
Participant's Account attributable to Employer Profit Sharing Contributions, and
the total of the  Adjustments  which have been  credited to or  deducted  from a
Participant's  Account with respect to the Employer Profit Sharing  Contribution
Account.

Employer  Profit  Sharing  Contributions  shall  have the  meaning as defined in
Section 5.02.

Employment shall mean the active service of an Employee with the Employer.

Employment  Commencement  Date shall mean the date on which the  Employee  first
performs an Hour of Service for the Employer as defined in  Department  of Labor
Regulations.

Entry Date shall mean every day that the  Employer is open for  business of each
Plan Year.

ERISA.  See "Act".

ESOP  Contribution  Account  shall mean the portion of a  Participant's  Account
attributable to ESOP Contributions,  and the total of the Adjustments which have
been credited to or deducted from a  Participant's  Account with respect to such
ESOP contributions.

ESOP Contributions shall have the meaning as defined in Section 17.04.

Fiduciary  shall mean any party named as a Fiduciary  in Article 10 of the Plan.
Any party shall be  considered a Fiduciary of the Plan only to the extent of the
powers and duties specifically allocated to such party under the Plan.

Forfeiture  shall  mean that  portion  of a  Participant's  Account  that is not
vested, and occurs on the earlier of:

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

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

For purposes of (a) above, in the case of a Separated  Participant  whose vested
interest in his Participant's  Account is zero, such Separated Participant shall
be  deemed  to have  received  a  distribution  of his  vested  interest  in his
Participant's   account(s)  upon  the  effective  date  of  his  termination  of
employment.

Fund  shall mean the money and other  properties  held and  administered  by the
Trustee in  accordance  with the Plan and Trust  Agreement.  If the Committee so
directs, multiple trust funds may be established under this Plan, which together
shall comprise the Fund hereunder.

Highly Compensated Employee shall have that meaning as defined in Article 13.

Hour of Service shall mean:

(a) Each hour for  which an  Employee  is paid,  or  entitled  to  payment,  for
performance of duties for an Employer or Employers.

(b) Each hour for which an  Employee is paid,  or  entitled  to  payment,  by an
Employer or Employers, on account of a period of time during which no duties are
performed  (irrespective  of whether the employment  relationship is terminated)
due to vacation, holiday, illness, incapacity, layoff, jury duty, military duty,
or leave of absence; provided that in no event, shall an Employee receive credit
for  more  than  501  Hours of  Service  for any  single  continuous  period  of
non-working time.
<PAGE>

(c) Each hour for which an  Employee  is absent  from work by reason of: (i) the
pregnancy of the Employee,  (ii) the birth of the  Employee's  child,  (iii) the
child's  placement with the Employee in connection with the Employee's  adoption
of such child,  or (iv) caring for a child  described in (i) through (iii) above
immediately following the child's birth or placement.  Hours credited under this
paragraph  shall be credited  at the rate of eight (8) hours per day,  but shall
not,  in the  aggregate,  exceed the  number of hours  required  to prevent  the
Employee  from  incurring  a One-Year  Break in Service (a maximum of 501 hours)
during the first  computation  period in which a One-Year Break in Service would
otherwise occur;  provided,  however, that this rule shall apply only during the
Plan Year in which the absence  from work begins and the  immediately  following
Plan Year.  The paragraph (c) shall apply only to  Participants  who begin their
absence from work for a reason  specified in this  paragraph (c) on or after the
Effective Date.

(d) Each hour for which back pay,  irrespective  of  mitigation  of damages,  is
either  awarded or agreed to by an Employer or  Employers.  These hours shall be
credited to the Employee for the computation period or period to which the award
or agreement  pertains,  rather than the computation  period in which the award,
agreement, or payment is made.

(e) In lieu of the  foregoing,  an Employee who is not  compensated on an hourly
basis (such as salary, commission or piecework employees) shall be credited with
45 Hours of Service for each week (or 10 Hours of Service for each day) in which
such Employee  would be credited  with Hours of Service in hourly pay.  However,
this method of computing Hours of Service may not be used for any Employee whose
Hours of Service is required to be counted and recorded by any Federal law, such
as the Fair Labor Standards Act. Any such method must yield an equivalency of at
least 1,000 hours per computation period.

The following rules shall apply in determining  whether an Employee completes an
"Hour of Service":

         1.       The same hours  shall not be credited  under  subparagraphs
                  (a)or(b)above, as the case may be, and subparagraph (c) above.

         2.       The rules relating to determining hours of service for reasons
                  other than the  performance of duties and for crediting  hours
                  of service to particular  periods of employment shall be those
                  rules  stated in  Department  of Labor  regulations  Title 29,
                  Chapter XXV,  subchapter C, part 2530,  Sections  200b2(b) and
                  200b2(c), respectively.

Investment  Fund shall mean the  separate  funds  under the Trust Fund which are
distinguished by their investment objectives.

Non-highly  Compensated  Employee  shall mean an Employee of the Employer who is
not a Highly Compensated.

Normal Retirement Date shall mean the date a Participant  attains age fifty-five
(55).

One-Year Break in Service shall mean any Plan Year in which an Employee  accrues
500 or fewer Hours of Service.  An Employee  shall not incur a One-Year Break in
Service for the Plan Year in which he becomes a  Participant,  dies,  retires or
suffers  a  Permanent  Disability.   Furthermore,  solely  for  the  purpose  of
determining  whether a  Participant  has  incurred a One-Year  Break in Service,
Hours of Service  shall be  recognized  for  Authorized  Leaves of  Absence  and
"maternity or paternity  leaves of absence."  For this purpose,  a "maternity or
paternity  leave of absence"  shall mean an absence  from work for any period by
reason of the Employee's pregnancy,  birth of the Employee's child, placement of
a child with the Employee in connection  with the adoption of such child, or any
absence  for the  purpose  of caring  for such  child  for a period  immediately
following such birth or placement.  For this purpose,  Hours of Service shall be
credited for the  computation  period in which the absence from work begins only
if credit  therefore  is  necessary  to prevent the  Employee  from  incurring a
One-Year  Break in Service and, in any case in which the  Committee is unable to
determine the hours normally credited in a computation  period,  eight (8) Hours
of Service  per day.  The total Hours of Service  required to be credited  for a
"maternity or paternity leave of absence" shall not exceed 501.

Participant  shall mean an Employee who becomes  eligible to  participate in the
Plan as provided in Article 3.

Permanent  Disability shall mean a physical or mental condition of a Participant
resulting from bodily  injury,  disease,  or mental  disorder which entitles the
Participant to benefits under the Employer's long-term disability plan.

Plan shall mean the Exigent  International,  Inc. Employee 401(k) Profit Sharing
and Employee Stock  Ownership  Plan as set forth in this document  together with
any subsequent amendments hereto. See Section 1.01.

Plan  Administrator or Administrator  shall mean the Committee  appointed by the
Board  pursuant to Article 10 to administer the Plan. All references in the Plan
to the  Administrator  shall be deemed to apply to the Committee and vice versa.
The Committee so appointed is hereby  designated as the  "Administrator"  of the
Plan  within  the  meaning of Section  3(16) of the Act.  If the Board  fails to
appoint a Committee, the term "Plan Administrator" shall mean the Company.

Plan Year shall be the calendar year.

Pre-Tax  Contribution  shall mean contributions made to the Plan during the Plan
Year  by the  Employer,  at the  election  of the  Participant,  in lieu of cash
compensation  and that are made pursuant to a salary reduction  agreement.  Such
contributions are  nonforfeitable  when made and distributable only as specified
in Articles 8 or 9.

Pre-Tax Contribution  Account shall mean the portion of a Participant's  Account
attributable to Pre-Tax  Contributions,  and the total of the Adjustments  which
have been credited to or deducted from a  Participant's  Account with respect to
Pre-Tax Contributions.
<PAGE>

Prior Plans.  See Section 1.01.

Qualified,  as used in "qualified  plan" or "qualified  trust" shall mean a plan
and trust  which are  entitled  to the tax  benefits  provided  respectively  by
Sections 401 and 501 of the Code, and related provisions of the Code.

Qualified Nonelective Contribution shall have that meaning as defined in Section
5.03.

Qualified  Nonelective   Contribution  Account  shall  mean  the  portion  of  a
Participant's Account attributable to Qualified Nonelective  Contributions,  and
the total of the  Adjustments  which have been  credited to or  deducted  from a
Participant's Account with respect to Qualified Nonelective Contributions.

Retirement  shall mean the  Termination  Date of a  Participant  on or after his
Normal Retirement Date.

Separated  Participant  shall mean a Participant  who has terminated  employment
with the Employer. See Section 3.2(b) below.

Spouse shall mean the person who was married to the  Participant  (in a civil or
religious ceremony recognized under the laws of the state where the marriage was
contracted)  immediately  prior to the date on which payments to the Participant
from the Plan  begin.  If the  Participant  dies  prior to the  commencement  of
benefits, Spouse shall mean a person who is married to a Participant (as defined
in the immediately preceding sentence) on the date of the Participant's death. A
Participant shall not be considered married to another person as a result of any
common law  marriage  whether or not such common law marriage is  recognized  by
applicable state law.

Termination Date shall mean the first to occur of the following events:

         (a)      Voluntary resignation from service of the Employer; or

         (b)      Discharge from the service of the Employer by the Employer; or

         (c)      Retirement; or

         (d)      Death; or

         (e)      Permanent Disability.

Notwithstanding the foregoing, an Employee who ceases to be actively employed by
reason of an  Authorized  Absence will not be considered as having a Termination
Date.

Treasury Regulation means regulations pertaining to certain Sections of the Code
as issued by the Secretary of the Treasury.

Trust or Trust Agreement shall refer to the Fund established  pursuant to one or
more  agreements  of trust  entered  into  between the  Employer and one or more
trustees (sometimes  referred to as sub-trusts),  which governs the creation and
maintenance of the Fund, and all amendments thereto which may hereafter be made.
It is expressly intended that (if the Committee so directs) multiple  sub-trusts
may be established under this Plan, which together shall comprise the Trust Fund
hereunder  and that all of the  sub-trusts  shall be  considered  to be a single
trust fund for purposes of Section 1.414(1)-1(b)(1) of the Treasury Regulations.

Trustee  shall  mean any  institution  or  individual(s)  who shall  accept  the
appointment of the Committee to serve as Trustee under the Trust Agreement.

Valuation  Date  shall  mean each  Business  Day of the Plan Year for which plan
assets are traded on a national  exchange,  or such other day as selected by the
Committee.

Year of Service shall mean a Plan Year during which an Employee is credited with
at least 1000 Hours of Service by an  Employer.  Service  from the date on which
the  Employee  first  performs an Hour of Service  shall be counted in computing
Years of Service for vesting purposes.

Other Rules.  A defined term,  such as  "Retirement",  will normally  govern the
definitions  of  derivatives  therefrom,  such as  "Retire",  even  though  such
derivatives  are not  specifically  defined  and  even  if  they  are or are not
initially capitalized.  The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender,  unless the context clearly  indicates
to the contrary. Singular and plural nouns and pronouns shall be interchangeable
as the  factual  context  may allow or require.  The words  "hereof",  "herein",
"hereunder" and other similar  compounds of the word "here" shall mean and refer
to the entire Plan and not to any particular provision or Section.



<PAGE>


                                    ARTICLE 3

                                  PARTICIPATION

3.01       Participation.

           (a)    Eligible   Employees  on  the  Effective  Date.  Any  Eligible
                  Employee  who was a  Participant  in the Prior Plan on the day
                  preceding the Effective  Date shall  continue as a Participant
                  in this Plan on the Effective Date, provided he is employed on
                  the Effective Date.

           (b)    Participation  after the Effective  Date.  After the Effective
                  Date,   an  Eligible   Employee   who  does  not  satisfy  the
                  requirements   of   subsection   (a)  above  shall   become  a
                  Participant  in the Plan on the first  Entry  Date  coincident
                  with the date on which the Employee  has both  attained age 21
                  and  completed  at  least  one (1)  Hour of  Service  with the
                  Employer.

           (c)    Enrollment.  An  Eligible  Employee  who  becomes  eligible to
                  participate  in this  Plan  will be  asked to  follow  certain
                  procedures  to enroll in the Plan,  and  pursuant  to which he
                  will  designate  Beneficiaries  and may elect to make  Pre-Tax
                  Contributions.  However, an Eligible Employee's  participation
                  in the Plan shall not be  contingent  upon  completion of such
                  enrollment process.

3.02       Participation and Rehire.

           (a)      Status as a Participant.  A Participant's  participation  in
                    the  Plan  shall  continue  until  the   Participant  has  a
                    termination  of employment.  On or after his  termination of
                    employment,  the Participant  shall be known as a "Separated
                    Participant."   The  individual's   status  as  a  Separated
                    Participant shall cease as of the date the individual ceases
                    to have any balance in his Account.  If a Participant ceases
                    to be an Eligible  Employee but does not have a  termination
                    of  employment,  then such person shall continue to be known
                    as a  "Participant,"  but shall not be  eligible  to receive
                    Employer Contributions.

           (b)      Rehire of  Individual  who was a  Participant.  An  Eligible
                    Employee  who  was  a   Participant   at  the  time  of  his
                    termination of employment and who is subsequently rehired by
                    the Employer shall be eligible to immediately participate as
                    of his date of rehire.

(c)  Reinstatement   Upon  Rehire.   If  any  Separated   Participant  shall  be
     re-employed by the Employer before incurring five (5) consecutive  One-Year
     Breaks in Service, the forfeited portion of his Participant's Account shall
     be reinstated only if he repays the full amount distributed to him prior to
     the fifth (5th) anniversary of his date of re-employment.  In the event the
     Separated Participant does repay the full amount previously  distributed to
     him,  the  undistributed  portion  of his  Participant's  Account  shall be
     restored in full, unadjusted by any gains or losses occurring subsequent to
     the  distribution  of  his  Account.  Reinstatements  shall  be  made  from
     Forfeitures and Employer Contributions.

           (d)      Crediting Years of Service. If any Separated  Participant is
                    re-employed  after a One-Year Break in Service has occurred,
                    Years of Service shall include Year of Service prior to such
                    One-Year Break in Service under the following rules:

(1)                        Except as provided below, Years of Service before and
                           after  One-Year  Break in Service shall be recognized
                           for   vesting    purposes   with   respect   to   the
                           Participant's  Account  balance  attributable to both
                           pre-break and post- break service.

(2)                        After  the  greater  of  (i)  five  (5)   consecutive
                           One-Year  Breaks  in  Service,  or (ii) a  number  of
                           One-Year  Breaks in  Service  equal to the  Separated
                           Participant's   pre-break   Years   of   Service,   a
                           re-employed  Participant's  vesting  attributable  to
                           post-break Years of Service shall not be increased as
                           a result of  pre-break  Years of Service  pursuant to
                           Section 411(a)(6)(D)(I) of the Code.

     (3)  After five (5) consecutive  One-Year Breaks in Service,  a re-employed
          Participant's vesting with respect to his Account balance attributable
          to pre-break  service shall not be increased as a result of post-break
          service.
<PAGE>

3.03       Acquisitions.

           If a group of persons becomes  employed by an Employer (or any of its
           subsidiaries  or divisions) as a result of an  acquisition of another
           employer,  the Committee shall  determine  whether and to what extent
           employment  with such prior  employer shall be treated as eligibility
           service for purposes of Section 3.01, the  applicable  Entry Date (or
           special entry date) for such acquired employees,  and any other terms
           and  conditions  which apply to  eligibility  to  participate in this
           Plan.  Such terms and conditions  shall be set forth in Schedule A or
           Schedule B to this Plan by action of the Committee.

3.04       Not Contract for Employment.

           Participation in the Plan shall not give any Employee the right to be
           retained  in the  Employer's  employ,  nor shall any  Employee,  upon
           dismissal from or voluntary  termination of his employment,  have any
           right or interest in the Fund, except as herein provided.



                                    ARTICLE 4

                        PRE-TAX CONTRIBUTIONS; ROLLOVERS


4.01     Pre-Tax Contributions.

         (a)      Except  during  periods of  suspension as set forth in Section
                  4.03(b), a Participant may elect to make Pre-Tax Contributions
                  to the Plan by means of payroll  deduction.  A Participant may
                  contribute as a Pre-Tax Contribution any whole percentage from
                  1% to 10% of his gross compensation during any Plan Year.

         (b)      The  Committee  may establish guidelines and rules in order to
                  effectuate the provisions of this Section.

4.02     Elections Regarding Pre-Tax Contributions.

         (a)      Procedure for Making Elections.  Elections by a Participant to
                  make  Pre-Tax  Contributions  to the  Plan  shall  be  made in
                  writing or by  electronic  or  telephonic  means in accordance
                  with  procedures  prescribed by the  Committee.  Such election
                  shall be  effective  as soon as  administratively  practicable
                  after its receipt.

         (b)      Treatment as 401(k)  Contributions.  It is expressly  intended
                  that, to the extent  allowable by law,  Pre-Tax  Contributions
                  shall not be included in the gross  income of the  Participant
                  for  income  tax  purposes  and shall be deemed  contributions
                  under a cash or deferred  arrangement pursuant to Code Section
                  401(k).

         (c)      Additional  Limitations  of  Pre-Tax  Contributions.   Pre-Tax
                  Contributions shall be subject to the limitations described in
                  Section 12.02 (maximum  dollar  contribution  limit),  Section
                  12.03  (ADP  non-discrimination  test)  and  Article  14 (Code
                  Section 415 limit).

4.03  Change in Employee Contribution Percentage or Suspension of Contributions.

         (a)        Change  of  Contribution   Percentage.   A  Participant  may
                    increase  or decrease  the  percentage  of his  Compensation
                    contributed as a Pre-Tax Contribution at any time during the
                    Plan Year in accordance  with  procedures  prescribed by the
                    Committee.  Such  election  shall  be  effective  as soon as
                    administratively practicable after its receipt.

         (b)        Suspension of  Contributions.  A Participant may suspend his
                    Pre-Tax  Contributions  at any time  during the Plan Year in
                    accordance with procedures prescribed by the Committee. Such
                    election  shall  be  effective  as soon as  administratively
                    practicable  after  its  receipt.  A  Participant's  Pre-Tax
                    Contributions  automatically shall be suspended beginning on
                    the  first   payroll   period  that   commences   after  the
                    Participant   is  not  in  receipt  of   Compensation,   the
                    Participant's  layoff or termination  of employment,  or the
                    Participant's Authorized Leave of Absence without pay.

         (c)        Other Rules.

                   (1)     See  Section  9.03 for  circumstances  under  which a
                           Participant's    Pre-Tax   Contributions   could   be
                           suspended  for a period of at least 12  months  after
                           such Participant receives a hardship distribution.

                   (2)     In order to satisfy the  provisions of Article 12 and
                           Article  14,  the  Committee  may  from  time to time
                           either temporarily suspend the Pre-Tax  Contributions
                           of Highly Compensated Employees or reduce the maximum
                           permissible Pre-Tax  Contribution that may be made to
                           the Plan by Highly Compensated Employees.

                   (3)     Any  reduction,  increase,  or  suspension of Pre-Tax
                           Contributions described in this Article 4.03 shall be
                           made in such manner as the  Committee  may  prescribe
                           from time to time  consistent  with the provisions of
                           this Article.
<PAGE>

4.04     Deadline for Contribution and Allocation of Pre-Tax Contributions.

         Pre-Tax  Contributions  shall  be  deducted  by the  Employer  from the
         Participant's Compensation and paid to the Trustee at the earliest date
         on which such Pre-Tax  Contributions  can reasonably be segregated from
         the Employer's  general assets, but no later than the 15th Business Day
         of  the  month   following  the  month  in  after  which  such  Pre-Tax
         Contributions would otherwise have been payable to the Participant,  or
         such  additional time as permitted by 29 C.F.R.  Section  2510.3-102(b)
         and (d).

4.05     Rollover Contribution.

         (a)        Without regard to any limitation on contributions  set forth
                    in this Article,  an Eligible Employee may, if the Committee
                    consents (based on non-discriminatory criteria), to transfer
                    to the  Trustee  during  any Plan Year  additional  property
                    acceptable to the Trustee, provided such property:

                   (1)       was  received by the  Participant  from a Qualified
                             Plan (as  determined by the Committee in good faith
                             in accordance with applicable Treasury  Regulations
                             and rulings)  maintained by a previous  employer of
                             the   Participant   and  qualifies  as  a  rollover
                             contribution  within the  meaning  of Code  Section
                             402(a)(5) or

                   (2)       was received by the Participant  from an individual
                             retirement account or individual retirement annuity
                             and qualifies as a rollover contribution within the
                             meaning of Code Section 408(d)(3)(A)(ii).

         (b)        Such property shall be held by the Trustee in the Employee's
                    Rollover  Account.  All such  amounts  so held  shall at all
                    times be fully vested and nonforfeitable. Such amounts shall
                    be   distributed   to  the  Eligible   Employee   after  his
                    Termination Date in the manner provided in Article 8.

         (c)        If  an   Eligible   Employee   elects  to  make  a  Rollover
                    Contribution but has not otherwise satisfied the eligibility
                    requirements of Section 3.01,  such Eligible  Employee shall
                    be  considered  a  Participant  for purposes of this Section
                    4.05 only, but not for any other purpose under this Plan.



<PAGE>


                                    ARTICLE 5

                             EMPLOYER CONTRIBUTIONS


5.01     Employer Matching Contribution.

         The  Board  or its  designee  may,  in its sole  discretion,  determine
         whether an Employer  Matching  Contribution  shall be made to the Plan.
         The Employer Matching Contribution (if any) shall be equal to a uniform
         percentage  or a  uniform  dollar  amount  of a  Participant's  Pre-Tax
         Contributions.  The  Committee  may specify the uniform  percentage  or
         uniform dollar  amount,  as well as a maximum  contribution  cap to the
         Employer Matching Contribution, in Schedule C attached to this Plan.

5.02     Employer Profit Sharing  Contributions.  The Board will decide,  at the
         end of each Plan Year,  or at such other  earlier or later times as the
         Board   deems   appropriate,   whether  the   Employer   shall  make  a
         Discretionary Employer Contribution to the Plan for the Plan Year.

5.03     Qualified Nonelective Contributions.

         In  the  sole   discretion  of  the  Board,   an  additional   Employer
         Contribution  may be  made  to the  Plan  which  shall  be  known  as a
         "Qualified Nonelective  Contribution".  Such contribution shall be made
         in  order  to  satisfy  the   requirements  of  Article  12.  Qualified
         Nonelective  Contribution  shall be  allocated to among the Accounts of
         those Non-highly Compensated Employees selected by the Committee at the
         time  such  Qualified  Nonelective  Contribution  is  made,  or as soon
         thereafter as possible.

5.04     Form and Timing of Contributions.

           (a)      Employer  Contributions  shall  be  made in  cash.  Employer
                    Contributions shall be delivered to the Trustee on or before
                    the date  prescribed  by the Code for filing the  Employer's
                    federal income tax return,  including authorized extensions.
                    Qualified  Nonelective  Contributions  shall be delivered to
                    the Trustee on or before the last day of the  twelfth  month
                    following   the   close  of  the  Plan  Year  to  which  the
                    contribution relates.

           (b)      Except  as  provided  in this  Section  5.04,  all  Employer
                    Contributions shall be irrevocable, shall never inure to the
                    benefit  of any  Employer,  shall be held for the  exclusive
                    purpose of  providing  benefits  to  Participants  and their
                    Beneficiaries  (and  contingently  for defraying  reasonable
                    expenses of  administering  the Plan), and shall be held and
                    distributed  by the Trustees  only in  accordance  with this
                    Plan.

     (c)  Upon an Employer's request and to the extent permitted by the Code and
          other applicable laws and regulations thereunder, a contribution which
          was  made by a  mistake  in fact,  or  conditioned  upon  the  initial
          qualification of the Plan under Section 401(a) of the Code or upon the
          deductibility of the contribution  under Section 404 of the Code shall
          be returned to the  Employer  within one (1) year after the payment of
          the contribution,  the denial of the Plan's initial qualification,  or
          the disallowance of the deduction (to the extent disallowed) whichever
          is  applicable.   All   contributions   to  this  Plan  are  expressly
          conditioned on the deductibility of such  contributions  under Section
          404 of the Code and on the initial qualification of the Plan.

5.05     Forfeitures.


         Prior to January 1, 2000,  Forfeitures shall be allocated as additional
         an  Employer  Contribution  in the Plan Year in which such  Forfeitures
         occur.  Effective  January  1,  2000,  Forfeitures  shall be applied to
         reduce the Employer  Contributions  required for the Plan Year in which
         the Forfeiture  occurs or to restore the Accounts of  Participants  who
         repay their Plan  Accounts  pursuant to Article 3 above.  To the extent
         Forfeitures are not used in such Plan Year, they shall be so applied in
         succeeding Plan Years.




<PAGE>


                                    ARTICLE 6

                            ACCOUNTS AND ALLOCATIONS


6.01     Participant Accounts.

     (a)  Individual Account Plan. This Plan is an "individual account plan," as
          that term is used in ERISA. A separate Account shall be maintained for
          each Participant,  Separated Participant or Beneficiary, so long as he
          has an interest in the Trust Fund.

     (b)  Sub-Accounts.  Each Account shall be divided (as appropriate) into the
          following parts and sub-parts:

                    (1)      The  Pre-Tax  Contribution  Account,   which  shall
                             reflect Pre-Tax  Contributions  contributed to this
                             Plan and any Adjustments thereto.

                    (2)      The Employer Matching Contribution  Account,  which
                             shall  reflect  Employer   Matching   Contributions
                             contributed  to  this  Plan  and  any   Adjustments
                             thereto.

                    (3)      The Rollover Account, which shall reflect the value
                             of all investments  derived from the  Participant's
                             Rollover  Contributions  under  this  Plan  and any
                             Adjustments thereto.

(4)                          The  Qualified  Nonelective  Contribution  Account,
                             which   shall   reflect    Qualified    Nonelective
                             Contributions  contributed  to  this  Plan  and any
                             Adjustments thereto.

(5)                          The Employer Profit Sharing  Contribution  Account,
                             which  shall  reflect   Employer   Profit   Sharing
                             Contributions  contributed  to  this  Plan  and any
                             Adjustments thereto.

(6)                          The ESOP Contribution Account,  which shall reflect
                             ESOP Contributions made to the ESOP portion of this
                             Plan and any Adjustments thereto.

                    In addition, the Committee may divide such sub-accounts into
                    such  additional  sub-portions  as the Committee deems to be
                    necessary  or  advisable  under  the   circumstances  or  to
                    establish other accounts or sub-accounts as needed.

     (c)  Value of Account as of Valuation Date. As of each Valuation Date, each
          Participant's Account shall equal:

     (1)  his total Account as determined on the immediately preceding Valuation
          Date, plus

     (2)  his Pre-Tax  Contributions  added to his Account since the immediately
          preceding Valuation Date, plus

     (3)  his Employer  Contributions added to his Account since the immediately
          preceding Valuation Date, plus

     (3)  his Rollover  Contributions  or amounts  transferred to this Plan from
          the  trustee  of  another  Qualified  Plan and which were added to his
          Account since the immediately preceding Valuation Date, minus

     (4)  his Distributions,  if any, since the immediately  preceding Valuation
          Date, plus or minus

     (5)  his allocable share of Adjustments.

6.02     Allocation of Adjustments.

         The Adjustment for each  Investment Fund shall be calculated as of each
         Valuation  Date. The Adjustment  for a given  Investment  Fund shall be
         allocated  to each  Account  invested  in such  Investment  Fund in the
         proportion  that  each  such  Account  bears  to the  total of all such
         Accounts in such  Investment  Fund. Such valuation shall occur prior to
         the allocation of all Contributions. Alternately, the Adjustment may be
         allocated  taking into account any other method deemed by the Committee
         to accurately  reflect the investment  performance  of a  Participant's
         Account    provided    such   method   is   applied   on   a   uniform,
         non-discriminatory  basis and taking  into  account  all  distributions
         since the last Valuation Date.
<PAGE>

6.03     Plan Expenses.

         To the extent not paid by the Employer in its discretion, the Committee
         may direct that expenses attributable to general Plan administration be
         allocated among the Accounts of all Participants in proportion to their
         Account balances, or paid from Forfeitures.  Furthermore, to the extent
         permitted by ERISA, expenses  attributable to a specific  Participant's
         Account may be charged to that Participant's Account.

6.04     Investment Funds and Elections.

           (a)      Election of  Investment  Funds.  A  Participant  may direct,
                    following  such policies and  procedures  established by the
                    Committee,  which  shall  be  applied  in a  consistent  and
                    nondiscriminatory  manner,  to have his Account allocated or
                    reallocated  among the Investment  Funds or other investment
                    options provided under the Plan.

           (b)      Investment  Options.  The Company,  in consultation with the
                    Committee,  shall  select from time to time such  Investment
                    Funds or investment  options as are deemed prudent,  and the
                    Committee  shall  notify   affected   Participants  of  such
                    Investment  Funds and investment  options.  The Company,  in
                    consultation  with the  Committee  may modify,  eliminate or
                    select new Investment Funds or investment  options from time
                    to time  and  shall  notify  affected  Participants  of such
                    changes.

           (c)      Failure  to  Make  Investment  Election.  To  the  extent  a
                    Participant fails to direct the investment of his Account in
                    accordance with this Section,  the Committee and the Trustee
                    shall invest the  Participant's  Account in a prudent manner
                    in accordance with ERISA.

6.05     Errors.

         Where an error or omission is discovered in any Participant's  Account,
         the Committee shall make appropriate  corrective adjustments as soon as
         practicable  after the error or  omission is  discovered.  If it is not
         practical to correct the error retroactively,  then the Committee shall
         take such action in its sole  discretion  as may be  necessary  to make
         such corrective adjustments, provided that any such actions shall treat
         similarly  situated  Participants  alike and shall not  discriminate in
         favor of Highly Compensated Employees.

6.06       Valuation For Purposes of Distributions.

           For the purposes of Article 8, each  Participant's  Account  shall be
           valued  as of the  date  of  the  Distribution  of the  Participant's
           Account.





<PAGE>


                                    ARTICLE 7

                                     VESTING

7.01       Retirement.

           A Participant  who has attained  Normal  Retirement  Age shall become
           100% vested in his Account.  Upon the Participant's  retirement on or
           after his Normal Retirement Age, the Participant shall be entitled to
           a Distribution of all amounts credited to his Account.

7.02       Disability.

           In the event of  Termination  of  Employment  on account of Permanent
           Disability,  a Participant shall become 100% vested in his Account as
           of the date of such  Permanent  Disability and shall be entitled to a
           Distribution of all amounts credited to the Participant's Account.

7.03       Death.

           In the event of the Participant's  death, all amounts credited to the
           Participant's   Account   shall  become  100%  vested  and  shall  be
           distributed to the Participant's Beneficiary.

7.04       Other Termination of Employment.

           (a)      Upon a  Participant's  Termination  of  Employment  for  any
                    reason other than Retirement, Permanent Disability or death,
                    the  Participant  shall be entitled to the vested portion of
                    his Account. That portion of the Participant's Account which
                    is not vested upon such  Termination of Employment  shall be
                    subject  to   Forfeiture  by  such   Participant.   See  the
                    definition of Forfeiture  for the time at which such portion
                    of a Participant's Account becomes a Forfeiture.

           (b)      The  vested  portion  of  any Participant's Account shall be
                    determined as follows:

                    (1)      A  Participant  who ceases to be an Employee  shall
                             always be one hundred  percent (100%) vested in his
                             Elective    Deferral    Account,    his   Qualified
                             Nonelective  Contribution Account, and his Rollover
                             Account.

                    (2)      Any  Participant who ceases to be an Employee shall
                             have a vested  interest  in his  ESOP  Contribution
                             Account as follows:

                             Years of Service As of
                              Date of Termination             Vested
                              of Employment                   Percentage

                              Less than 3 years                       0%
                              3 years                                20%
                              4 years                                40%
                              5 years                                60%
                              6 years                                80%
                              7 years or more                       100%

                    (3)      Any  Participant who ceases to be an Employee shall
                             have  a  vested  interest  in his  Employer  Profit
                             Sharing   Contribution  Account  and  his  Employer
                             Matching Contribution Account as follows:

                             Years of Service As of
                              Date of Termination              Vested
                              of Employment                    Percentage

                              Less than 2 years                       0%
                              2 years                                20%
                              3 years                                60%
                              4 years or more                       100%



<PAGE>


                                    ARTICLE 8

                                  DISTRIBUTIONS


8.01     Commencement of Distribution.

         The  Participant's  Account shall be distributed at the earliest of the
following dates:

         (a)      Termination of Employment.  If a Participant has a Termination
                  Date other than on account of death, the Participant's Account
                  will normally commence to be distributed no later than 60 days
                  following the date the Participant  requests a Distribution of
                  his Account.  Such request shall be made on a form provided by
                  the Committee. See Section 8.01(c) for circumstances where the
                  Participant's consent to a Distribution is not required.

         (b)      Death. If a Participant  has a Termination  Date on account of
                  death, the Participant's  Account shall be distributed  within
                  90 days after the  Participant's  death unless the  particular
                  facts and circumstances require a longer waiting period.

         (c)      Consent  of  Participant.   A   Participant's   consent  to  a
                  Distribution  of his  Account  shall  not be  required  in the
                  circumstances  described below, and the Committee shall direct
                  the  Trustee  to  distribute  the  Participant's   Account  as
                  provided below:

                  (i)      Account Less Than $5,000. If the Participant's vested
                           Account  balance  is less  than or equal to $5,000 at
                           the  time  of the  Distribution,  such  Account  will
                           normally be  distributed  in a lump sum no later than
                           60 days  after the end of the Plan Year in which such
                           Termination Date occurred.

                  (ii)     Age  70-1/2.  If a  distribution  is  required  under
                           Section 8.05 (relating to mandatory distributions for
                           Participants age 70-1/2),  the Participant's  Account
                           will be distributed as provided in such Section.

     (d)  Committee  Direction to Trustee.  The Committee shall issue directions
          to the Trustee  concerning the recipient and the distribution  date of
          benefits which are to be paid from the Trust pursuant to the Plan.

     (e)  Committee  Guidelines.  The Committee may establish for administrative
          purposes,  uniform and  nondiscriminatory  guidelines  concerning  the
          commencement of benefits.

8.02     Method of Distribution.

         (a)      The  distribution  of a Participant's  Account  (regardless of
                  whether such  distribution  is made by reason of withdrawal or
                  Termination Date) shall be payment in a single lump sum unless
                  an election is filed to receive  the  distribution  in another
                  form.  Other  optional  forms  of  distribution  are  monthly,
                  quarterly  or annual  installment  for a fixed period of time,
                  not exceeding the life expectancy of the  Participant,  or the
                  joint and last survivor life expectancy of the Participant and
                  Beneficiary.

         (b)      Distributions  shall be made in cash, except that the Employer
                  ESOP  Contribution  Account  balance shall be  distributed  in
                  shares of Company  Stock to the extent  that shares of Company
                  Stock are allocated to that account.
<PAGE>

8.03     Payment to Minors and Incapacitated Persons.

         In the event  that any  amount is  payable  to a minor or to any person
         who, in the judgment of the  Committee,  is incapable of making  proper
         disposition thereof, such payment shall be made for the benefit of such
         minor or such person in any of the following ways as the Committee,  in
         its sole discretion, shall determine:

         (a)      By  payment  to the legal representative of such minor or such
                  person;

         (b)      By payment directly to such minor or such person;

         (c)      By  payment  in  discharge  of  bills  incurred  by or for the
                  benefit of such minor or such person.  The Trustee  shall make
                  such  payments  as  directed  by  the  Committee  without  the
                  necessary intervention of any guardian or like fiduciary,  and
                  without  any  obligation  to  require  bond  or to  see to the
                  further application of such payment. Any payment so made shall
                  be in  complete  discharge  of the  Plan's  obligation  to the
                  Participant and his Beneficiaries.

8.04     Application for Benefits.

         The Committee may require a Participant  or Beneficiary to complete and
         file with the Committee  certain forms as a condition  precedent to the
         payment of benefits.  The Committee may rely upon all such  information
         given to it, including the Participant's current mailing address. It is
         the  responsibility of all persons interested in distributions from the
         Trust Fund to keep the  Committee  informed  of their  current  mailing
         addresses.

8.05     Special Distribution Rules.

         (a)      To the extent that the  distribution  rules  described in this
                  Section  provide a limitation upon  distribution  rules stated
                  elsewhere in this Plan, the distribution  rules stated in this
                  Section shall take  precedence  over such  conflicting  rules.
                  However, under no circumstances shall the rules stated in this
                  Section   be  deemed  to   provide   distribution   rights  to
                  Participants or their  Beneficiaries  which are more expansive
                  or greater than the  distribution  rights stated  elsewhere in
                  this Plan.

         (b)      The  distribution  of a Participant's Account must commence as
                  follows:

                  (i)      For a  Participant  who is a 5% owner (as  defined in
                           Code Section 416(i)), the Participant's  Account must
                           be   distributed  by  the  April  1st  following  the
                           calendar year in which such  Participant  attains age
                           70-1/2.

                  (ii)     For any other Participant, the later of (A) the April
                           1st   following   the  calendar  year  in  which  the
                           Participant  attains age 70-1/2,  or (B) the last day
                           of the calendar year in which the  Participant  has a
                           Termination Date.
<PAGE>

         (c)      The entire interest of each Participant  shall be distributed,
                  beginning  not later  than the  required  beginning  date,  in
                  accordance  with the  distribution  provisions of Section 8.02
                  above.

         (d)      If a Participant dies before the required  beginning date, the
                  Participant's vested Account must be distributed in a lump sum
                  within five years after the death of the Participant.

         (e)      Notwithstanding anything to the contrary herein, distributions
                  under the Plan will comply with  Treasury  Regulations  issued
                  under  Code  Section   401(a)(9)  and  any  other   provisions
                  reflecting  Code  Section   401(a)(9)  as  prescribed  by  the
                  Commissioner of the Internal Revenue Service.

8.06     Distributions Pursuant to Qualified Domestic Relations Orders.

         Notwithstanding  anything to the  contrary in this Plan,  a  "qualified
         domestic  relations  order",  as defined in Code  Section  414(p),  may
         provide that any amount to be distributed to an alternate  payee may be
         distributed, or may commence being distributed, immediately even though
         the  Participant is not yet entitled to a distribution  under the Plan.
         The  intent of this  Section  is to  provide  for the  distribution  of
         benefits to an  alternate  payee as  permitted  by Treasury  Regulation
         1.401(a)-13(g)(3).

8.07     Direct Rollovers.

         (a)      In General.  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.
<PAGE>

          (b)     Definitions.

                  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  (i)  any
                  distribution  that is one of a series of  substantially  equal
                  periodic payments (not less frequently than annually) made for
                  the life (or life  expectancy) of the Distributee or the joint
                  lives (or joint life  expectancies) of the Distributee and the
                  Distributee's  designated  Beneficiary,  or  for  a  specified
                  period  of ten  years or more;  (ii) any  distribution  to the
                  extent such  distribution is required under Section  401(a)(9)
                  of the Code; and (iii) the portion of any distribution that is
                  not includable in gross income  (determined  without regard to
                  the exclusion for net unrealized  appreciation with respect to
                  employer securities).

                  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.

                  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 an  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.

     Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible
     Retirement Plan specified by the Distributee.

         (c)      Waiver of 30-day  Notice.  If a  distribution  is one to which
                  Sections  401(a)(11)  and 417 of the Internal  Revenue Code do
                  not apply,  such  distribution  may commence less than 30 days
                  after the notice required under section  1.411(a)-11(c) of the
                  Income Tax Regulations is given, provided that:

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

     (2)  the Participant,  after receiving the notice,  affirmatively  elects a
          distribution.
<PAGE>

                                    ARTICLE 9

                          IN-SERVICE WITHDRAWALS; LOANS

9.01     Hardship Withdrawal of Account.

     (a)  In General. Any Participant may request the Committee to distribute to
          him  part  or all of his  Pre-Tax  Contribution  Account  (other  than
          certain earnings on the Participant's Account as provided below).

     (b)  No Distribution  of Earnings.  Income or gain that is allocated to the
          Participant's Pre-Tax Contribution Account may not be distributed in a
          hardship withdrawal.

9.02     Definition of Hardship.

         Hardship shall mean an immediate and heavy  financial need  experienced
by reason of:

         (a)      The payment of  unreimbursed  medical  expenses (as defined in
                  Section  213(d)  of  the  Code)  previously  incurred  by  the
                  Participant,  his  Spouse,  or his  dependents  (as defined in
                  Section  152 of the  Code) or  expenses  necessary  for  these
                  persons to obtain such medical care;

         (b)      Costs   directly  related  to  the  purchase  of  a  principal
                  residence  for the  Participant (excluding mortgage payments);

         (c)      Payment of tuition,  related  educational  fees,  and room and
                  board  for the  next  twelve  (12)  months  of  post-secondary
                  education  for  the  Participant,   his  Spouse,  children  or
                  dependents (as defined in Section 152 of the Code); or

         (d)      Payments  necessary to prevent the eviction of the Participant
                  from his principal residence or foreclosure on the mortgage on
                  the Participant's principal residence.

9.03     Maximum and Minimum Hardship Distribution.

         A hardship  distribution  cannot exceed the amount required to meet the
         immediate  financial  need created by the hardship  (after  taking into
         account applicable federal, state, or local income taxes and penalties)
         and not reasonably  available from other resources of the  Participant.
         In order to ensure compliance with this requirement,  the Committee may
         require  the  Participant  to  satisfy  any or  all  of the  provisions
         described  below in (a), (b), or (c) below as a condition  precedent to
         the Participant receiving a hardship distribution:

         (a)      No Other Sources  Available.  Certification by the Participant
                  on a form  provided by the Committee for such purpose that the
                  financial need cannot be relieved (1) through reimbursement or
                  payment by  insurance;  (2) by reasonable  liquidation  of the
                  Participant's  assets;  (3) by ceasing  Pre-Tax  Contributions
                  under  the  Plan;  (4)  by  other   in-service   distributions
                  (including  loans)  under the Plan and  under  any other  plan
                  maintained  by  the  Employer;   or  (5)  by  borrowing   from
                  commercial lenders on reasonable commercial terms.

     (b)  Receipt  of  all   Distributions   Available;   Suspension  of  Future
          Contributions. Receipt by the Participant of all distributions that he
          is eligible to receive (including loans) under this Plan and under any
          other plan maintained by the Employer.
<PAGE>

                  In  addition,  the  Participant  must  agree to the  following
limitations and restrictions:

                  (1)      The   Participant's   Pre-Tax   Contributions   shall
                           automatically  be  suspended  beginning  on the first
                           payroll period that commences after such  Participant
                           requests and receives a hardship  distribution.  Such
                           Participant  may resume making Pre-Tax  Contributions
                           only on the first day of a calendar month which is at
                           least 12  months  after  the  effective  date of such
                           suspension and only after  informing the Committee in
                           writing  at least 30 days  (or  such  lesser  time as
                           specified  by the  Committee)  prior  to the  date on
                           which the Pre-Tax Contributions are to resume.

                  (2)      The maximum Pre-Tax  Contribution the Participant may
                           make for the  calendar  year  following  his hardship
                           distribution  shall  be  reduced  by  the  amount  of
                           Pre-Tax  Contributions made by the Participant during
                           the  calendar  year in which he received his hardship
                           distribution.

                  (3)      The Participant  shall be prohibited  under a legally
                           enforceable   agreement   from   making  an  employee
                           contribution  to any  other  plan  maintained  by the
                           Employer  for at least 12 months after the receipt of
                           the  hardship  distribution.  For this  purpose,  the
                           phrase "any other plan"  includes all  qualified  and
                           nonqualified  plans of deferred  compensation,  stock
                           option plans and stock  purchase  plans.  It does not
                           include a health or welfare plan  including  one that
                           is part of a section 125 cafeteria plan.

         (c)      Other.  Any other condition or method approved by the Internal
                  Revenue Service.

9.04     Procedure to Request Hardship.

         The  request to receive a hardship  distribution  shall be made on such
         forms and following such procedures as the Committee may prescribe from
         time to time.  Under no  circumstances  shall  the  Committee  permit a
         Participant  to repay to the Plan the  amount  of any  withdrawal  by a
         Participant under this Section.

9.05     Authority to Establish Loan Program.

         The  Committee  is  authorized  and  directed  to  administer  the loan
program.

9.06     Eligibility for Loans.

         (a)      Loans shall be available to all  Participants  on a reasonably
                  equivalent  basis  provided the  individual is employed by the
                  Employer  at the time the loan is made.  For the  purposes  of
                  receiving a loan,  the term  "Participant"  shall  include any
                  Participant who is a "party in interest" as defined in Section
                  3(14) of ERISA.

         (b)      Loans shall be available for hardship purposes as specified in
                  Section 9.02 or for any other  purpose as may be determined by
                  the Committee on a non-discriminatory basis.
<PAGE>

9.07     Loan Amount.

         (a)      Minimum Loan.  No loan of less than $1,000 will be made.

         (b)      Maximum Loan.A loan to any Participant (determined immediately
                  after the origination of the loan) shall not exceed the lesser
                  of:

                  (1)    Fifty percent (50%) of the Participant's vested balance
                         in his Account as of the Valuation Date with respect to
                         which the loan is processed; or

                  (2)    $50,000,  reduced  by the  excess  (if  any) of (A) the
                         highest  outstanding  balance  of  loans  from the Plan
                         during the one-year period ending on the day before the
                         date  on  which  such  loan  was  made,  over  (B)  the
                         outstanding  loan balance of loans from the Plan on the
                         date on which the loan was made.

9.08     Maximum Number of Loans.

         Effective  July 1, 1999, no more than one (1)loan may be outstanding at
         any  time.  Any loan  must be fully  repaid  before a new loan  will be
         processed.  Loan outstanding on July 1, 1999 will be grandfathered from
         the one loan limitation.

9.09     Assignment of Account.

         Each loan shall be supported by the  Participant's  promissory note for
         the amount of the loan, including interest, payable to the order of the
         Trustee. In addition,  each loan shall be supported by an assignment of
         fifty percent (50%) of the Participant's  right,  title and interest in
         and to his  Account  and shall be  supported  by any  other  reasonable
         security required by the Trustee.

9.10     Interest.

         Interest  shall  be  charged  on any  such  loan  at a rate  set by the
Committee.

9.11     Term of Loan.

         Except as provided in the  following  sentence,  the maximum  repayment
         term of any loan is five (5) years.  The maximum  repayment term of any
         loan to be used to acquire a dwelling unit which the  Participant  will
         use as his or her principal residence shall be ten (10) years. The term
         of the loan may not extend beyond the  Participant's  Termination Date.
         The Committee  may, in its  discretion,  establish a shorter  repayment
         term than the maximum  repayment  term  otherwise  permitted  under the
         Plan.

9.12     Level Amortization.

         Each loan shall provide for level amortization with payments to be made
         at  such  regular   intervals  as  the  Committee   determines  in  its
         discretion,  but not less  frequently than once every three months over
         the term of the loan. Loans to Participants in active  Employment shall
         be repaid  through  payroll  deductions  and the  Participant  shall be
         required  to  authorize  such  payroll  deduction  as  a  condition  to
         receiving the loan.
<PAGE>

9.13     Directed Investment.

         A Participant  who requests a loan shall be deemed to have directed the
         Committee  to invest  assets  held in his  Account by the amount of the
         loan,  and until such loan is repaid,  such loan shall be  considered a
         directed  investment of the Participant's  Account hereunder.  The Plan
         monies which are used to fund the  Participant  loan shall be withdrawn
         on a pro rata basis  according to the value of the Investment  Funds as
         of the Valuation Date coincident with or immediately preceding the date
         such loan is made.  Principal and interest payments on the loan will be
         allocated  to  the  Participant's  Investment  Funds  according  to the
         Participant's investment election at the time of the payment.  However,
         if the Participant does not have an investment election in place at the
         time  of  repayment,  the  principal  and  interest  payments  will  be
         allocated  to  the   Participant's   Account  in  accordance  with  the
         procedures established by the Committee and the Trustee.

9.14     Other Requirements.

         The Committee may establish such additional  guidelines and rules as it
         deems  necessary.  Such  guidelines and rules shall be set forth in the
         loan  application and the terms specified in such loan  application are
         hereby  incorporated  by reference in the Plan. The Committee may amend
         or modify the loan  application as it deems  necessary to carry out the
         provisions of this Article Nine.


9.15     Distribution of Loan.

         Loan proceeds will be distributed as soon as practicable after the loan
         is  approved  and after the  Participant  completes  all  documentation
         necessary to make such loan.

9.16     Suspension of Loan Repayments During Military Service.

         Effective  December 12, 1994,  the  Committee  may, in its  discretion,
         suspend a Participant's obligation to make loan repayments as permitted
         under Section 414(u)(4) of the Code.

9.17     Withdrawals On or After Age 59-1/2.

         A Participant may, at any time on or after attaining age 59-1/2,  elect
         to withdraw any portion or all of his vested Account.



<PAGE>


                                   ARTICLE 10

                           ADMINISTRATION OF THE PLAN

10.01      Named Fiduciaries.

           The following  parties are named as Fiduciaries of the Plan and shall
           have  the   authority  to  control  and  manage  the   operation  and
           administration of the Plan:

                    (i)      The Company;

                    (ii)     The Board;

                    (iii)    The Trustee;

                    (iv)     The Committee.

           The  Fiduciaries  named  above  shall have only the powers and duties
           expressly  allocated  to them in the Plan and in the Trust  Agreement
           and shall  have no other  powers  and  duties in respect of the Plan;
           provided, however, that if a power or responsibility is not expressly
           allocated to a specific named fiduciary,  the power or responsibility
           shall be that of the Company.  No Fiduciary  shall have any liability
           for, or responsibility to inquire into, the acts and omissions of any
           other  Fiduciary  in the  exercise  of  powers  or the  discharge  of
           responsibilities  assigned to such other Fiduciary under this Plan or
           the Trust Agreement.

10.02      Board of Directors.

           The  Company,  acting  through  the  Board,  shall  have the power to
           appoint,  remove  and  replace  the  Trustee  and the  members of the
           Committee. The Company, acting through the Board, also shall have the
           power to amend from time to time,  freeze or terminate the Plan,  and
           to select,  monitor and modify the  Investment  Funds and  investment
           options  available to the  Participants  for self direction under the
           Plan.

10.03      Trustee.

                  The  Trustee  shall  exercise  all of the  powers  and  duties
                  assigned to the  Trustee as set forth in the Trust  Agreement.
                  The Trustee shall have no other  responsibilities with respect
                  to the Plan.

10.04      Committee.

     (a)  A  Committee  of one or more  individuals  shall be  appointed  by the
          Board,  or shall be elected by the  Participants  in accordance with a
          procedure  established by the Board from time to time. The Board shall
          have the right to remove any member of the Committee at any time, with
          or without cause. A Committee member may resign at any time by written
          notice to the Committee  and the Board.  If a vacancy in the Committee
          should  occur,  a  successor  shall  be  elected  by the  Board  or in
          accordance  with a  procedure  established  by the Board  from time to
          time. The Committee shall by written notice keep the Trustee  notified
          of current  membership of the Committee,  its officers and agents. The
          Committee  shall  furnish the Trustee a certified  signature  card for
          each  member of the  Committee  and for all  purposes  hereunder,  the
          Trustee  shall be  conclusively  entitled to rely upon such  certified
          signatures.

     (b)  The  Board  shall   designate  a  Chairman  of  the   Committee.   All
          resolutions,  determinations  and other actions of the Committee shall
          be by a majority vote of all members of the  Committee.  The Committee
          may appoint such agents, who need not be members of the Committee,  as
          it deems  necessary for the effective  performance of its duties,  and
          may  delegate to such agents or  individual  members of the  Committee
          such powers and duties,  whether ministerial or discretionary,  as the
          Committee  deems expedient or  appropriate.  The  compensation of such
          agents shall be fixed by the Committee;  provided, however, that in no
          event  shall  compensation  be  paid  if  such  payment  violates  the
          provisions  of Section  406 of the Act and is not  exempted  from such
          prohibitions by Section 408 of the Act.
<PAGE>

     (c)  The  Committee  shall  have  complete  discretion  and  control of the
          administration  of the Plan with all powers  necessary to enable it to
          properly  carry out the  provisions  of the Plan.  In  addition to all
          implied  powers  and  responsibilities  necessary  to  carry  out  the
          objectives of the Plan and to comply with the requirements of the Act,
          the   Committee   shall  have  the  following   specific   powers  and
          responsibilities:

     (1)  To  construe  the  Plan  and  Trust  Agreement  and to  determine  all
          questions arising in the administration,  interpretation and operation
          of the Plan;

     (2)  To decide all questions  relating to the  eligibility  of Employees to
          participate in the benefits of the Plan and Trust Agreement;

     (3)  To  determine  the  benefits  of the  Plan to which  any  Participant,
          Beneficiary or other person may be entitled;

     (4)  To keep records of all acts and  determinations of the Committee,  and
          to keep all such records, books of accounts,  data and other documents
          as may be necessary for the proper administration of the Plan;

     (5)  To prepare and distribute to all Plan  Participants and  Beneficiaries
          information  concerning  the Plan and  their  rights  under  the Plan,
          including, but not limited to, all information which is required to be
          distributed by the Act, the  regulations  thereunder,  or by any other
          applicable law;

     (6)  To file  with the  Secretary  of Labor  such  reports  and  additional
          documents  as may  be  required  by the  Act  and  regulations  issued
          thereunder,  including,  but not limited to, summary plan description,
          modifications  and  changes,  annual  reports,  terminal  reports  and
          supplementary reports;

     (7)  To file with the Secretary of the Treasury all reports and information
          required  to be  filed  by the  Internal  Revenue  Code,  the  Act and
          regulations issued under each; and

     (8)  To do all things  necessary  to  operate  and  administer  the Plan in
          accordance  with its  provisions  and in  compliance  with  applicable
          provisions of federal law.

     (d)  To enable the Committee to perform its  functions,  the Employer shall
          supply  full and timely  information  of all  matters  relating to the
          Compensation  and  length  of  service  of  all  Participants,   their
          retirement,  death or other cause of termination  of  employment,  and
          such other pertinent facts as the Committee may require. The Committee
          shall advise the Trustee of such facts,  and issue to the Trustee such
          instructions  as may be required by the Trustee in the  administration
          of the Plan.  The Committee and the Employer shall be entitled to rely
          upon  all   certificates  and  reports  made  by  a  Certified  Public
          Accountant  selected or approved by the Employer.  The Committee,  the
          Employer and its officers and the Trustee, shall be fully protected in
          respect of any action  suffered by them in good faith in reliance upon
          the advice or opinion of any accountant or attorney, and all action so
          taken or suffered  shall be conclusive  upon each of them and upon all
          other persons interested in the Plan.

10.05      Standard of Fiduciary Duty.

           Any Fiduciary,  or any person  designated by a Fiduciary to carry out
           fiduciary  responsibilities with respect to the Plan, shall discharge
           his  duties  solely  in  the  interests  of  the   Participants   and
           Beneficiaries  for the  exclusive  purpose  of  providing  them  with
           benefits and defraying the reasonable  expenses of administering  the
           Plan. Any Fiduciary shall discharge his duties with the care,  skill,
           prudence and diligence under the circumstances then prevailing that a
           prudent man acting in a like  capacity and familiar  with such matter
           would use in the conduct of an  enterprise  of a like  character  and
           with  like  aims.  Any  Fiduciary   shall  discharge  his  duties  in
           accordance  with the  documents  and  instruments  governing the Plan
           insofar as such documents and  instruments  are  consistent  with the
           provisions of the Act.  Notwithstanding  any other  provisions of the
           Plan, no Fiduciary  shall be authorized to engage in any  transaction
           which is prohibited by Sections 408 and 2003(a) of the Act or Section
           4975 of the Code in the performance of its duties hereunder.
<PAGE>

10.06      Claims Procedure.

     (a)  Claims.  If a  Participant  has any  grievance,  complaint,  or  claim
          concerning any aspect of the operation or  administration  of the Plan
          or Trust,  including  but not  limited  to  claims  for  benefits  and
          complaints   concerning  the  performance  or  administration  of  the
          investments of Plan assets (collectively referred to herein as "claim"
          or "claims"), the Participant shall submit the claim to the Committee,
          which shall have the initial  responsibility  for  deciding the claim.
          All such claims  shall be submitted in writing and shall set forth the
          relief  requested  and the reasons the relief  should be granted.  All
          such  claims  must be  submitted  within the  "applicable  limitations
          period."  The  "applicable  limitations  period"  shall be two  years,
          beginning  on (i) in the  case of any  lump-sum  payment,  the date on
          which the payment was made,  (ii) in the case of an annuity payment or
          installment  payment, the date of the first in the series of payments,
          or (iii) for all other claims, the date on which the action complained
          or  grieved  of  occurred.  To the extent  that  documentary  or other
          evidence is  relevant  to the relief  sought,  the  Participant  shall
          submit such  evidence or, if the evidence is in the  possession of the
          Committee,  the  Participant  shall refer to such evidence in a manner
          sufficient  to  allow  the  Committee  to  identify  and  locate  such
          evidence.

     (b)  Denial  of  Claims.  If a claim is  denied  in  whole or in part,  the
          Committee  shall  give the  claimant  written  notice of the  decision
          within  ninety  (90) days of the date the claim  was  submitted.  Such
          written notice shall set forth in a manner calculated to be understood
          by the claimant (1) the specific reason or reasons for the denial; (2)
          specific  references to pertinent Plan  provisions on which the denial
          is based; (3) a description of any additional  material or information
          necessary  for the  claimant  to  perfect  the  claim,  along  with an
          explanation of why such material or information is necessary;  and (4)
          appropriate  information  about the steps to be taken if the  claimant
          wishes to submit the claim for review of the  denial.  The ninety (90)
          day period for review of a claim for  benefits  may be extended for an
          additional  ninety  (90)  days by a  written  notice  to the  claimant
          setting forth the reason for the extension.  If the Committee fails to
          respond to a claim within the time limits set forth  above,  the claim
          shall be deemed denied and the  Participant  may request review by the
          Committee as set forth in Section 10.06(c).

     (c)  Appeals Procedure.  If a claim is denied in whole or in part or if the
          claimant has no response to such claim within  ninety (90) days of its
          submission (in which case the claim for benefits shall be deemed to be
          denied), the claimant or his duly authorized representative may appeal
          the  denial to the  Committee  within  sixty  (60) days of  receipt of
          written  notice of denial or sixty (60) days of the  expiration of the
          ninety-day  period.  In pursuing his appeal,  the claimant or his duly
          authorized representative:

                  (I)    shall request in writing that the Committee review  the
                         denial;

                  (II)   shall review pertinent documents; and

                  (III)  shall  submit  evidence  as  well  as  written  issues,
                         comments or arguments.
<PAGE>

                  The decision on review shall be made within sixty (60) days of
                  receipt   of  the   request   for   review,   unless   special
                  circumstances require an extension of time for processing,  in
                  which case a decision  shall be rendered as soon as  possible,
                  but not later than 120 days after  receipt of the  request for
                  review.  If such an  extension  of time is  required,  written
                  notice of the  extension  shall be  furnished  to the claimant
                  before the end of the original  sixty-day period. The decision
                  on review  shall be made in  writing,  shall be  written  in a
                  manner calculated to be understood by the claimant,  and shall
                  include  specific  references  to the provision of the plan on
                  which the denial is based.  If the  decision  on review is not
                  furnished  within the time specified above, the claim shall be
                  deemed  denied  on  review.  The  decision  shall be final and
                  conclusive  and a Participant  shall not be permitted to bring
                  suit at law or in equity on a claim without  first  exhausting
                  the  remedies  available  hereunder.  No  action  at law or in
                  equity to recover  under this Plan  shall be  commenced  later
                  than one year from the date of the  decision  on review (or if
                  no  decision  is  furnished  within 120 days of receipt of the
                  request for review, the 120th day after receipt of the request
                  for review).

                  To the extent  permitted under ERISA, the Plan shall indemnify
                  the  Board and the  Committee  against  any cost or  liability
                  which they may incur in the course of  administering  the Plan
                  and executing the duties  assigned  pursuant to the Plan.  The
                  Employer shall  indemnify the Committee and the members of the
                  Board against any personal  liability or cost not provided for
                  in the preceding  sentence which they may incur as a result of
                  any  act  or   omission   in  relation  to  the  Plan  or  its
                  Participants.   Notwithstanding  the  foregoing,  however,  no
                  person  shall be  indemnified  for any act or  omission  which
                  results from that person's  intentional or willful misconduct,
                  or illegal  activity.  The  Employer  may  purchase  fiduciary
                  liability  insurance  to  insure  its  obligation  under  this
                  Section.  The Employer  shall have the right to select counsel
                  to  defend  the  Board or  Committee  in  connection  with any
                  litigation  arising  from the  execution of their duties under
                  the Plan.

10.07      Indemnification  of  Committee.  The  Employer  shall  indemnify  the
           Committee and the members of the Board against any personal liability
           or cost not provided  for in the  preceding  sentence  which they may
           incur as a result of any act or  omission  in relation to the Plan or
           its Participants.  Notwithstanding the foregoing,  however, no person
           shall be indemnified  for any act or omission which results from that
           person's  intentional or willful misconduct or illegal activity.  The
           Employer may  purchase  fiduciary  liability  insurance to insure its
           obligation  under this Section.  The Employer shall have the right to
           elect counsel to defend the Board or Committee in connection with any
           litigation arising from the execution of their duties under the Plan.




<PAGE>


                                   ARTICLE 11

                            AMENDMENT AND TERMINATION

11.01      Right to Amend.

           The  Company  intends  for the  Plan to be  permanent  so long as the
           corporation  exists;  however,  it  reserves  (through  action of the
           Board)  the right to modify,  alter,  or amend this Plan or the Trust
           Agreement,  from  time  to  time,  to any  extent  that  it may  deem
           advisable,  including,  but  not  limited  to  any  amendment  deemed
           necessary  to insure the  continued  qualification  of the Plan under
           Sections  40l(a) and 401(k) of the Code or to insure  compliance with
           the Act;  provided,  however,  that the  Company  shall  not have the
           authority to amend this Agreement in any manner which will:

     (a)  Permit any part of the Fund  (other  than such part as is  required to
          pay taxes and  administrative  expenses) to be used for or diverted to
          purposes other than for the exclusive  benefit of the  Participants or
          their Beneficiaries;

     (b)  Cause or permit  any  portion  of the funds to revert to or become the
          property of the Employer;

11.02      Termination and Discontinuance of Contributions.

           The Company  shall have the right at any time to freeze or  terminate
           this Plan (hereinafter referred to as "Plan Termination").  Upon Plan
           Termination, the Committee shall direct the Trustee with reference to
           the disposition of the Fund,  after payment of any expenses  properly
           chargeable against the Fund. The Trustee shall distribute all amounts
           held  in  Trust  to  the   Participants   and  others   entitled   to
           Distributions in proportion to the Accounts of such  Participants and
           other  Distributees as of the date of such Termination.  In the event
           that this Plan is partially  terminated,  then the provisions of this
           Section  11.02 shall apply,  but solely with respect to the Employees
           affected by the partial  termination.  The termination of sponsorship
           of  the  Plan  by  any  Affiliated   Sponsor  shall  not  affect  the
           sponsorship  of the  Plan  by the  Company  or any  other  Affiliated
           Sponsor.



<PAGE>


                                   ARTICLE 12

                          SPECIAL DISCRIMINATION RULES


12.01    Definitions.

         Actual  Contribution  Percentage  or ACP shall mean,  with respect to a
         Participant,  the ratio  (expressed as a percentage)  of (i) the sum of
         the  Employer  Matching  Contributions   allocated  on  behalf  of  the
         Participant for the Plan Year and, to the extent  permitted in Treasury
         Regulations and elected by the Employer,  the  Participant's  Qualified
         Elective Deferrals and Qualified Nonelective  Contributions to (ii) the
         Participant's  Compensation  for the Plan  Year.  The  Employer,  on an
         annual basis, may elect to include or not to include Qualified Elective
         Deferrals and Qualified Nonelective  Contributions in computing the ACP
         for a Plan Year.  An Employer  may elect on an annual  basis to count a
         Participant's  Employer  Matching  Contribution  toward  satisfying the
         required minimum contribution under Section 14.03 (minimum contribution
         for Non-Key  Employees in a top-heavy  plan) in lieu of including  such
         contributions  in the ACP. If a Participant (as defined below) does not
         receive an allocation of Employer  Contributions  for a Plan Year, such
         Participant's ACP for the Plan Year shall be zero.

         Actual  Deferral  Percentage  or ADP  shall  mean,  with  respect  to a
         Participant,  the ratio  (expressed as a percentage)  of (i) the sum of
         Pre-Tax Contributions allocated on behalf of a Participant for the Plan
         Year  (excluding  any  Excess  Deferrals  by a  Non-highly  Compensated
         Employee)  and, to the extent  permitted  in Treasury  Regulations  and
         elected  by  the  Employer,  the  Participant's  Qualified  Nonelective
         Contributions to (ii) the Participant's Compensation for the Plan Year.
         The  Employer,  on an  annual  basis,  may elect to  include  or not to
         include Qualified Nonelective  Contributions in computing the ADP for a
         Plan Year. In the case of a Participant (as defined below) who does not
         make a  Pre-Tax  Contribution  for a Plan Year and is not  allocated  a
         Qualified   Nonelective   Contribution   for  such  Plan   Year,   such
         Participant's ADP for the Plan Year shall be zero.

         Average Actual  Contribution  Percentage  shall mean, with respect to a
         specified group of Participants for a Plan Year, the average (expressed
         as  a  percentage)  of  the  Actual  Contribution  Percentages  of  the
         Participants  in that  group.  The  percentage  shall be rounded to the
         nearest one-hundredth of one percent (four decimal places).

         Average  Actual  Deferral  Percentage  shall  mean,  with  respect to a
         specified group of Participants for a Plan Year, the average (expressed
         as a percentage) of the Actual Deferral Percentages of the Participants
         in  that  group.  The  percentage  shall  be  rounded  to  the  nearest
         one-hundredth of one percent (four decimal places).

         Combined  ADP and ACP Test shall have the meaning as defined in Section
         12.09.

         Compensation  for purposes of this Article 12 shall be that  definition
         selected by the  Committee  that  satisfies  the  requirements  of Code
         Sections 414(s) and 401(a)(17). Such definition may change from year to
         year but must apply uniformly among all Eligible Employees being tested
         under the Plan for a given  Plan Year and  among  all  Employees  being
         tested  under any other plan that is  aggregated  with this Plan during
         the Plan  Year.  If the  Committee  fails to  select  a  definition  of
         Compensation  for  purposes  of  this  Article  12,  Compensation  (for
         purposes  of  Article  12) shall  have the same  meaning  as defined in
         Article 2.

         Employer  Matching  Contributions.  For purposes of this Article 12, an
         Employer Matching Contribution for a particular Plan Year includes only
         those contributions that are (i) allocated to the Participant's Account
         under the Plan as of any date within such Plan Year,  (ii)  contributed
         to the Trust no later than the end of the 12-month period following the
         close  of  such  Plan   Year,   and  (iii)  made  on  account  of  such
         Participant's Pre-Tax Contributions for the Plan Year.

         Excess Deferrals shall have that meaning as defined in Section 12.02.

         Excess ACP Contributions  shall have that meaning as defined in Section
         12.08.
<PAGE>

         Excess  ADP  Deferrals  shall  have that  meaning as defined in Section
         12.05.

         Highly Compensated Employee.  See Article 13.

         Maximum  Combined  Percentage  shall  have the  meaning  as  defined in
Section 12.09(c).

         Non-highly Compensated Employee.  See Article 13.

         Participant.  For purposes of this Article 12, a Participant shall mean
         any Eligible  Employee who (i) is eligible to receive an  allocation of
         an  Employer  Matching  Contribution,  even  if  no  Employer  Matching
         Contribution  is allocated  due to the Eligible  Employee's  failure to
         make a  required  Pre-Tax  Contribution,  (ii)  is  eligible  to make a
         Pre-Tax  Contribution,  including an Eligible  Employee  whose right to
         make Pre-Tax Contribution has been suspended because of an election not
         to  participate  or a  hardship  distribution,  and  (iii) is unable to
         receive  an   Employer   Matching   Contribution   or  make  a  Pre-Tax
         Contribution because his Compensation is less than a stated amount.

         Pre-Tax  Contributions.  For  purposes  of this  Article  12, a Pre-Tax
         Contribution  is taken into  account  only if the  contribution  (i) is
         allocated to the  Participant's  Account under the terms of the Plan as
         of any date within the Plan Year, and (ii) relates to Compensation that
         would have been  received  by the  Participant  during the Plan Year or
         within 2-1/2 months after the Plan Year but for the deferral  election.
         A Pre-Tax  Contribution  is  considered  to be  allocated  as of a date
         within  a Plan  Year  only  if the  allocation  is  not  contingent  on
         participation in the Plan or performance of service after the Plan Year
         to which the Pre-Tax Contribution relates.

         Qualified Elective Deferral shall mean Pre-Tax Contributions designated
         by the Committee as Qualified  Elective  Deferrals in order to meet the
         ACP testing  requirements of Section 12.06. In addition,  the following
         requirements must be satisfied:

         (1)      The aggregate of all Pre-Tax  Contributions  for the Plan Year
                  (including the Qualified Elective  Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.03(a).

         (2)      The aggregate of all Pre-Tax  Contributions  for the Plan Year
                  (excluding the Qualified Elective  Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.03(a).

         (3)      Qualified Elective Deferrals must satisfy all other provisions
                  of this Plan  applicable  to Pre-Tax  Contributions  and shall
                  remain part of the Participant's Pre-Tax Contribution Account.

         (4)      Except as  provided  by this  definition,  Qualified  Elective
                  Deferrals  shall be excluded in determining  whether any other
                  contribution  or  benefit   satisfies  the   nondiscrimination
                  requirements of Code Sections 401(a)(4) and 401(k)(3).

         Qualified Nonelective  Contribution shall mean an Employer contribution
         designated by the Committee as a Qualified Nonelective  Contribution in
         order to meet the ADP testing  requirements of Section 12.03 or the ACP
         testing  requirements  of Section  12.06.  In addition,  the  following
         requirements must be satisfied:

         (1)      The Qualified Nonelective Contribution, whether or not used to
                  satisfy the requirements of Sections 12.03 or 12.06, must meet
                  the requirements of Code Section 401(a)(4).

         (2)      Qualified  Nonelective  Contributions  which  are  taken  into
                  account in order to meet the  requirements of Section 12.03 or
                  12.06 (as  applicable)  shall not be  counted  in  determining
                  whether the testing requirements of any of such other Sections
                  are met.

         (3)      The Qualified  Nonelective  Contributions  shall be subject to
                  all   provisions   of  this   Plan   applicable   to   Pre-Tax
                  Contributions (except that Qualified Nonelective Contributions
                  cannot be distributed in a hardship distribution).

         (4)      Except  as  provided   in  this   paragraph,   the   Qualified
                  Nonelective  Contributions  shall be excluded  in  determining
                  whether  any  other  contribution  or  benefit  satisfies  the
                  nondiscrimination  requirements of Code Sections 401(a)(4) and
                  401(k)(3).


<PAGE>



12.02    Limit on Pre-Tax Contributions.

     (a)  Notwithstanding  any other provision of the Plan to the contrary,  the
          aggregate of a Participant's  Pre-Tax  Contributions during a calendar
          year may not exceed the amount  established  by the  Secretary  of the
          Treasury pursuant to Code Section 402(g). Any Pre-Tax Contributions in
          excess of the foregoing limit ("Excess Deferral"), plus any income and
          minus any loss allocable thereto, may be distributed to the applicable
          Participant  no later than April 15  following  the  calendar  year in
          which the Pre-Tax Contributions were made.

     (b)  Any  Participant who has an Excess Deferral during a calendar year may
          receive a  distribution  of the Excess  Deferral  during such calendar
          year plus any income or minus any loss allocable thereto, provided (1)
          the Participant requests (or is deemed to request) the distribution of
          the Excess Deferral,  (2) the  distribution  occurs after the date the
          Excess   Deferral  arose,   and  (3)  the  Committee   designates  the
          distribution as a distribution of an Excess Deferral.

     (c)  If a Participant makes a Pre-Tax  Contribution  under this Plan and in
          the same calendar year makes a  contribution  to a Code Section 401(k)
          plan containing a cash or deferred arrangement (other than this Plan),
          a Code Section  408(k) plan  (simplified  employee  pension  plan),  a
          salary   reduction   arrangement   within   the   meaning  of  Section
          3121(a)(5)(D) of the Code, a deferred  compensation plan under Section
          457 of the Code or a trust under Section  501(c)(18) of the Code, or a
          Code Section 403(b) plan (tax sheltered annuity) and, after the return
          of any  Excess  Deferral  pursuant  to  Section  12.02(a)  and (b) the
          aggregate of all such Pre-Tax  Contributions and contributions  exceed
          the  limitations   contained  in  Code  Section   402(g),   then  such
          Participant may request that the Committee  return all or a portion of
          the Participant's Pre-Tax Contributions for the calendar year plus any
          income and minus any loss allocable thereto.  The amount by which such
          Pre-Tax Contributions and contributions exceed the Code Section 402(g)
          limitations will also be known as an Excess Deferral.

     (d)  Any  request  for  a  return  of  Excess  Deferrals   arising  out  of
          contributions  to a plan described in Section  12.02(c) above which is
          maintained by an entity other than the Employer must:

                 (1)  be made in writing;

                 (2)  be submitted to the  Committee not later than  the March 1
                      following the Plan Year in which theExcess Deferral arose;

                 (3)  specify the amount of the Excess Deferral; and,

                 (4)       contain a  statement  that if the Excess  Deferral is
                           not  distributed,  it will,  when  added  to  amounts
                           deferred under other plans or arrangements  specified
                           in paragraph  (c) above,  exceed the limit imposed on
                           the Participant by Section 402(g) of the Code for the
                           year in which the Excess Deferral occurred.

                 In the event an Excess Deferral arises out of  contributions to
                 a plan  (including  this Plan)  described  in Section  12.02(c)
                 above which is  maintained  by the  Employer,  the  Participant
                 making the Excess  Deferral shall be deemed to have requested a
                 return of the Excess Deferral.

         (e)     Pre-Tax  Contributions  may  only  be  returned  to the  extent
                 necessary to eliminate a Participant's Excess Deferral.  Excess
                 Deferrals  returned to the Participant under this Section 12.02
                 shall not be treated as annual  additions under the Plan. In no
                 event shall the  returned  Excess  Deferrals  for a  particular
                 calendar  year  exceed  the  Participant's   aggregate  Pre-Tax
                 Contributions for such calendar year.
<PAGE>

         (f)     The income or loss allocable to a Pre-Tax  Contribution that is
                 returned to a Participant  pursuant to Section  12.02(a) or (c)
                 shall be determined by multiplying the income or loss allocable
                 to the Participant's Account for the calendar year in which the
                 Excess  Deferral  arose by a  fraction.  The  numerator  of the
                 fraction  is  the  Excess  Deferral.  The  denominator  of  the
                 fraction is the value of the  Participant's  Account balance on
                 the last day of the calendar year in which the Excess  Deferral
                 arose  reduced by any  income  allocated  to the  Participant's
                 Account  for  such  calendar  year  and  increased  by any loss
                 allocated to the Participant's Account for such calendar year.

         (g)     The  income or loss  allocable  to an Excess  Deferral  that is
                 returned to a Participant pursuant to Section 12.02(b) shall be
                 determined  using any reasonable  method adopted by the Plan to
                 measure income earned or loss incurred  during the Plan Year or
                 any other method  authorized by the Internal Revenue Service to
                 compute  the  income  earned or loss  incurred  for the  period
                 commencing  on  January  1 of the  calendar  year in which  the
                 Pre-Tax Contribution was made and ending on the date the Excess
                 Deferral was distributed.

         (h)     Any  Employer  Matching  Contribution  allocable  to an  Excess
                 Deferral  that is  returned to a  Participant  pursuant to this
                 Section 12.02 shall be forfeited notwithstanding the provisions
                 of Article 7 (vesting). For this purpose,  however, the Pre-Tax
                 Contributions that are returned to the Participant as an Excess
                 Deferral   shall  be   deemed   to  be  first   those   Pre-Tax
                 Contributions for which no Employer  Matching  Contribution was
                 made  and  second  those  Pre-Tax  Contributions  for  which an
                 Employer Matching  Contribution was made.  Accordingly,  if the
                 Pre-Tax  Contributions  that are returned to the Participant as
                 Excess  Deferrals  were  not  matched,   no  Employer  Matching
                 Contribution will be forfeited.

12.03    Average Actual Deferral Percentage.

         (a)      Effective for Plan Years  beginning  after  December 31, 1996,
                  the Average Actual Deferral  Percentage for Highly Compensated
                  Employees for each Plan Year and the Average  Actual  Deferral
                  Percentage  for  Non-highly   Compensated  Employees  for  the
                  preceding Plan Year must satisfy one of the following tests:

                  (1)      The Average Actual Deferral  Percentage for the group
                           of Participants who are Highly Compensated  Employees
                           for the Plan Year shall not exceed the Average Actual
                           Deferral  Percentage for the group  Participants  who
                           are   Non-highly   Compensated   Employees   for  the
                           preceding Plan Year multiplied by 1.25; or

                  (2)      The excess of the Average Actual Deferral  Percentage
                           for  the  group  of   Participants   who  are  Highly
                           Compensated  Employees  for the  Plan  Year  over the
                           Average Actual  Deferral  Percentage for the group of
                           Participants who are Non-highly Compensated Employees
                           for the  preceding  Plan  Year is not  more  than two
                           percentage  points,  and the Average Actual  Deferral
                           Percentage  for the  group  of  Participants  who are
                           Highly  Compensated  Employees  is not more  than the
                           Average Actual  Deferral  Percentage for the group of
                           Participants who are Non-highly Compensated Employees
                           for the preceding Plan Year multiplied by two.

                  (3)      For Plan Years beginning after December 31, 1996, the
                           current  Plan  Year  may be used  for  computing  the
                           Average   Deferral   Percentage   of  the   group  of
                           Participants who are Highly Compensated  Employees if
                           the  Employer  so elects,  but once such  election is
                           made, it may not be changed except as provided by the
                           Secretary of the Treasury.

         (b)      The permitted  disparity  between the Average Actual  Deferral
                  Percentage  for Highly  Compensated  Employees and the Average
                  Actual   Deferral   Percentage  for   Non-Highly   Compensated
                  Employees may be further reduced as required by Section 12.09.

         (c)      If at the end of the Plan Year,  the Plan does not comply with
                  the provisions of Section 12.03(a), the Employer may do any or
                  all of the following, except as otherwise provided in the Code
                  or Treasury Regulations:

                  (1)      Distribute  Pre-Tax  Contributions to certain  Highly
                           Compensated  Employees as provided in  Section 12.05;
                           or

                  (2)      Make a Qualified  Nonelective  Contribution on behalf
                           of any or all of the Non-highly Compensated Employees
                           and aggregate such  contributions with the Non-highly
                           Compensated    Employees'    Pre-Tax    Contributions
                           Deferrals as provided in Section 12.01 (definition of
                           ADP).
<PAGE>

12.04    Special Rules For Determining Average Actual Deferral Percentage.

         (a)      The Actual  Deferral  Percentage  for any  Highly  Compensated
                  Employee  for the Plan Year who is  eligible  to have  Pre-Tax
                  Contributions  allocated  to his  Account  under  two or  more
                  arrangements  described in Section 401(k) of the Code that are
                  maintained  by  an  Employer  or  its   Affiliates   shall  be
                  determined as if such Pre-Tax  Contributions were made under a
                  single arrangement.

         (b)      If  two or  more  plans  maintained  by  the  Employer  or its
                  Affiliates  are  treated  as  one  plan  for  purposes  of the
                  nondiscrimination  requirements  of Code Section  401(a)(4) or
                  the coverage  requirements  of Code Section 410(b) (other than
                  for  purposes  of the  average  benefits  test),  all  Pre-Tax
                  Contributions  that are made  pursuant to those plans shall be
                  treated as having been made pursuant to one plan.

         (c)      The determination  and treatment of the Pre-Tax  Contributions
                  and Actual Deferral  Percentage of any Participant shall be in
                  accordance  with such other  requirements as may be prescribed
                  from time to time in Treasury Regulations.

 12.05   Distribution of Excess ADP Deferrals.

         (a)      Pre-Tax  Contributions  exceeding the  limitations  of Section
                  12.03(a)  ("Excess  ADP  Deferrals")  and any  income  or loss
                  allocable to such Excess ADP Deferral  shall be  designated by
                  the Committee as Excess ADP Deferrals and shall be distributed
                  to  Highly  Compensated  Employees  in  accordance  with  this
                  section. In determining the amount of Excess ADP Deferrals for
                  each Highly Compensated  Employee,  the Committee shall reduce
                  the ADP for each Highly Compensated Employee as follows:

                  (1)      For Plan years  beginning prior to December 31, 1996,
                           the  Committee  shall  direct  the  Trustee  that the
                           Highly Compensated Employee having the highest Actual
                           Deferral  Percentage  shall  have his  portion of the
                           Excess ADP Deferrals  distributed to him (without the
                           need for Participant or spousal consent) until one of
                           the  tests  set  forth  in  Section  12.03  above  is
                           satisfied by the Highly  Compensated  Employee group,
                           or until his Actual  Deferral  Percentage  equals the
                           Actual Deferral  Percentage of the Highly Compensated
                           Employee  having the second highest  Actual  Deferral
                           Percentage.  This process shall continue until one of
                           the  tests  set  forth  in  Section  12.03  above  is
                           satisfied by the Highly  Compensated  Employee group.
                           For each Highly Compensated  Employee,  the amount of
                           Excess  ADP  Deferrals  is  equal  to the  difference
                           between  the  Pre-Tax  Contributions  of such  Highly
                           Compensated   Employee   (determined   prior  to  the
                           application  of  this  paragraph)  minus  the  amount
                           determined  by  multiplying  the  Highly  Compensated
                           Employee's  Actual  Deferral  Percentage  (determined
                           after   application   of  this   paragraph)   by  his
                           Compensation.  However,  in determining the amount of
                           Excess ADP Deferrals to be  distributed  with respect
                           to  an  affected  Highly   Compensated   Employee  as
                           determined  herein,  such amount  shall be reduced by
                           any Excess ADP Deferrals  previously  distributed  to
                           such  affected  Highly  Compensated  Employee for his
                           taxable year ending with or within such Plan Year.
<PAGE>

                  (2)      For Plan Years beginning after December 31, 1996, the
                           Committee  first  shall  determine  the total  dollar
                           amount of Excess ADP Deferrals  that must be returned
                           to the Highly Compensated  Employee group in order to
                           satisfy  one of the tests set forth in Section  12.03
                           above.  Next, the Committee  shall direct the Trustee
                           to distribute  such total dollar amount of Excess ADP
                           Deferrals to the Highly Compensated  Employees on the
                           basis of the dollar  amount of Pre-Tax  Contributions
                           allocated   to  the  Highly   Compensated   Employees
                           pursuant  to  Section   4.01  above   (prior  to  the
                           application of this subsection), such that Excess ADP
                           Deferrals   shall  be   distributed   to  the  Highly
                           Compensated  Employees who were allocated the highest
                           dollar   amounts  of  Pre-Tax   Contributions.   This
                           provision  shall be applied by  distributing  Pre-Tax
                           Contributions  (without the need for  Participant  or
                           spousal consent) to the Highly  Compensated  Employee
                           who  was  allocated  the  highest  dollar  amount  of
                           Pre-Tax  Contributions  until  the  total  amount  of
                           Excess ADP  Deferrals  is  distributed,  or until his
                           dollar  amount of  Pre-Tax  Contributions  equals the
                           dollar amount of Pre-Tax  Contributions of the Highly
                           Compensated  Employee  who was  allocated  the second
                           highest amount of Pre-Tax Contributions under Section
                           4.01 above.  This process  shall  continue  until the
                           total dollar amount of Excess ADP Deferrals that must
                           be returned to the Highly Compensated  Employee group
                           is in fact  returned  and  distributed.  The rules of
                           Notice 97-2, 1997-1 C.B. 348 are incorporated  herein
                           by reference.  However,  in determining the amount of
                           Excess ADP  Deferrals to be  distributed,  such total
                           amount shall be reduced by any Pre-Tax  Contributions
                           previously   distributed  to  a  Highly   Compensated
                           Employee  for his taxable  year ending with or within
                           such Plan Year.

         (b)      To the extent  administratively  possible, the Committee shall
                  distribute  all  Excess ADP  Deferrals  and any income or loss
                  allocable  thereto prior to 2-1/2 months  following the end of
                  the Plan Year in which the Excess ADP Deferrals  arose. In any
                  event,  however,  the Excess ADP  Deferrals  and any income or
                  loss allocable  thereto shall be distributed  prior to the end
                  of the Plan Year  following  the Plan Year in which the Excess
                  ADP Deferrals arose.  Excess ADP Deferrals shall be treated as
                  annual additions under the Plan.

         (c)      The income or loss allocable to Excess ADP Deferrals  shall be
                  determined by multiplying  the income or loss allocable to the
                  Participant's  Account  for the Plan Year in which the  Excess
                  ADP  Deferrals  arose  by a  fraction.  The  numerator  of the
                  fraction is the Excess ADP Deferral.  The  denominator  of the
                  fraction is the value of the Participant's  Account balance on
                  the  last  day of the  Plan  Year  in  which  the  Excess  ADP
                  Deferrals  arose  reduced  by  any  income  allocated  to  the
                  Participant's  Account for such Plan Year and increased by any
                  loss allocated to the Participant's Account for the Plan Year.
<PAGE>

         (d)      If an Excess Deferral has been  distributed to the Participant
                  pursuant to Section  12.02(a) or (b) for any taxable year of a
                  Participant,  then any Excess ADP  Deferral  allocable to such
                  Participant  for the same Plan Year in which such taxable year
                  ends shall be reduced by the amount of such Excess Deferral.

         (e)      Any Employer Matching Contribution  allocable to an Excess ADP
                  Deferral that is returned to the Participant  pursuant to this
                  Section   12.05  shall  be   forfeited   notwithstanding   the
                  provisions of Article 7 (vesting). For this purpose,  however,
                  the Pre-Tax Contributions that are returned to the Participant
                  shall be deemed to be first those  Pre-Tax  Contributions  for
                  which no Employer  Matching  Contribution  was made and second
                  those  Pre-Tax  Contributions  for which an Employer  Matching
                  Contribution   was  made.   Accordingly,   unmatched   Pre-Tax
                  Contributions  shall be  returned  as an Excess  ADP  Deferral
                  before matched Pre-Tax Contributions.

 12.06   Average Actual Contribution Percentage.

         (a)      Effective for Plan Years  beginning  after  December 31, 1996,
                  the  Average   Actual   Contribution   Percentage  for  Highly
                  Compensated  Employees  for each  Plan  Year  and the  Average
                  Actual  Contribution  Percentage  for  Non-highly  Compensated
                  Employees for the preceding  Plan Year must satisfy one of the
                  following tests:

                  (1)      The Average  Actual  Contribution  Percentage for the
                           group  of  Participants  who are  Highly  Compensated
                           Employees  for the Plan  Year  shall not  exceed  the
                           Average Actual Contribution  Percentage for the group
                           of  Participants   who  are  Non-highly   Compensated
                           Employees for the preceding  Plan Year  multiplied by
                           1.25; or

                  (2)      The  excess  of  the  Average   Actual   Contribution
                           Percentage  for the  group  of  Participants  who are
                           Highly  Compensated  Employees for the Plan Year over
                           the Average  Actual  Contribution  Percentage for the
                           group of Participants who are Non-highly  Compensated
                           Employees  for the  preceding  Plan  Year is not more
                           than two  percentage  points,  and the Average Actual
                           Contribution Percentage for the group of Participants
                           who are Highly Compensated Employees is not more than
                           the Average  Actual  Contribution  Percentage for the
                           group of Participants who are Non-highly  Compensated
                           Employees for the preceding  Plan Year  multiplied by
                           two.

                  (3)      For Plan Years beginning after December 31, 1996, the
                           current  Plan  Year  may be used  for  computing  the
                           Average Actual  Contribution  Percentage of the group
                           of Participants who are Highly Compensated  Employees
                           if the Employer so elects,  but once such election is
                           made, it may not be changed except as provided by the
                           Secretary of the Treasury.

         (b)      If at the end of the Plan Year,  the Plan does not comply with
                  the provisions of Section 12.06(a), the Employer may do any or
                  all of the following in order to comply with such provision as
                  applicable  (except as  otherwise  provided  in the Code or in
                  Treasury Regulations):
<PAGE>

                  (1)      Aggregate   Qualified  Elective  Deferrals  with  the
                           Employer   Matching   Contributions   of   Non-highly
                           Compensated  Employees  as provided in Section  12.01
                           (definition of ACP).

                  (2)      Distribute Employer Matching Contributions to certain
                           Highly  Compensated  Employees as provided in Section
                           12.08.

                  (3)      Make a Qualified  Nonelective  Contribution on behalf
                           of any or all of the Non-highly Compensated Employees
                           and aggregate such  contributions with the Non-highly
                           Compensated      Employees'     Employer     Matching
                           Contributions    as   provided   in   Section   12.01
                           (definition of ACP).

 12.07   Special Rules For Determining Average Actual Contribution Percentages.

         (a)      The Actual Contribution  Percentage for any Highly Compensated
                  Employee  for the Plan Year who is eligible  to have  Employer
                  Matching  Contributions  allocated to his Account under two or
                  more  arrangements  described in Sections  401(a) or 401(m) of
                  the Code that are  maintained by an Employer or its Affiliates
                  shall be determined as if such contributions were made under a
                  single arrangement.

         (b)      If  two or  more  plans  maintained  by  the  Employer  or its
                  Affiliates  are  treated  as  one  plan  for  purposes  of the
                  nondiscrimination  requirements  of Code Section  401(a)(4) or
                  the coverage  requirements  of Code Section 410(b) (other than
                  for  purposes  of the average  benefits  test),  all  Employer
                  Matching  Contributions  that are made pursuant to those plans
                  shall be treated as having been made pursuant to one plan.

         (c)      The  determination  and  treatment of the Actual  Contribution
                  Percentage  of  any  Participant   shall  satisfy  such  other
                  requirements  as may be  prescribed  by the  Secretary  of the
                  Treasury.

 12.08   Distribution of Employer Matching Contributions.

     (a)  Employer Matching  Contributions  exceeding the limitations of Section
          12.06(a) ("Excess ACP Contributions") and any income or loss allocable
          to such Excess ACP  Contribution may be designated by the Committee as
          Excess  ACP  Contributions  and may be  distributed  in the Plan  Year
          following the Plan Year in which the Excess ACP Contributions arose to
          those Highly  Compensated  Employees whose Accounts were credited with
          Excess ACP  Contributions  in the preceding  Plan Year.  The amount of
          Excess ACP  Contributions  to be distributed  to a Highly  Compensated
          Employee  shall  be  determined  using  a  procedure  similar  to that
          described in Section 12.05(a),  substituting  Excess ACP Contributions
          for Excess ADP Deferrals.

     (b)  To  the  extent   administratively   possible,   the  Committee  shall
          distribute  all  Excess  ACP  Contributions  and  any  income  or loss
          allocable  thereto prior to 2-1/2 months following the end of the Plan
          Year in which  the  Excess  ACP  Contributions  arose.  In any  event,
          however, the Excess ACP Contributions and any income or loss allocable
          thereto  shall  be  distributed  prior  to the  end of the  Plan  Year
          following the Plan Year in which the Excess ACP Contributions arose.

     (c)  The  income or loss  allocable  to Excess ACP  Contributions  shall be
          determined  by  multiplying  the  income  or  loss  allocable  to  the
          Participant's  Account  for the Plan  Year in  which  the  Excess  ACP
          Contribution arose by a fraction. The numerator of the fraction is the
          Excess ACP Contributions. The denominator of the fraction is the value
          of the Participant's  Account on the last day of the Plan Year reduced
          by any income allocated to the Participant's Account by such Plan Year
          and increased by any loss allocated to the  Participant's  Account for
          the Plan Year.

     (d)  Amounts distributed to Highly Compensated Employees under this Section
          12.08  shall be  treated  as  annual  additions  with  respect  to the
          Employee who received such amount.

 12.09   Combined ACP and ADP Test.

         (a)      The Plan must satisfy the Combined ACP and ADP Test  described
                  in this Section 12.09 only if (1) the Average Actual  Deferral
                  Percentage of the Highly Compensated Employees exceeds 125% of
                  the  Average  Actual  Deferral  Percentage  of the  Non-highly
                  Compensated  Employees and (2) the Average Actual Contribution
                  Percentage of the Highly Compensated Employees exceeds 125% of
                  the Average Actual  Contribution  Percentage of the Non-highly
                  Compensated Employees.

         (b)      The  Combined  ACP and ADP Test is satisfied if the sum of the
                  Highly   Compensated   Employees'   Average  Actual   Deferral
                  Percentage and Average Actual Contribution Percentage is equal
                  to or less than the  Maximum  Combined  Percentage  defined in
                  paragraph (c) below.
<PAGE>

         (c)      The  Maximum  Combined   Percentage  shall  be  determined  by
                  adjusting the Non-highly Compensated Employees' Average Actual
                  Deferral Percentage and Average Actual Contribution Percentage
                  in the following manner:

                  (1)      The greater of the two percentages shall be
                           multiplied by 1.25; and

                  (2)      The lesser of the two percentages  shall be increased
                           by two percentage points;  however, in no event shall
                           such  adjusted  percentage  exceed twice the original
                           percentage.

                  The  sum  of  (1)  and  (2)  shall  be  the  Maximum  Combined
                  Percentage.

                  Notwithstanding the foregoing, the Maximum Combined Percentage
                  shall  be  determined   in  the   following   manner  if  such
                  calculation  results in a higher Maximum  Combined  Percentage
                  than the formula specified above:

                  (1)      The lesser of the Average Actual Deferral  Percentage
                           and Average  Actual  Contribution  Percentage  of the
                           Non-Highly  Compensated Employees shall be multiplied
                           by 1.25; and

                  (2)      The  greater  of  such  two   percentages   shall  be
                           increased by two percentage  points;  however,  in no
                           event shall such percentage exceed twice the original
                           percentage.

         (d)      In the event the Plan does not  satisfy the  Combined  ADP and
                  ACP Test,  the Highly  Compensated  Employees'  Average Actual
                  Contribution   Percentage   shall  be   decreased   by  either
                  distributing Employer Matching Contributions to certain Highly
                  Compensated  Employees  by using the  procedures  described in
                  Section   12.08   or  by   making  a   Qualified   Nonelective
                  Contribution as provided in Section  12.06(b)(3) until the sum
                  of such  percentage  and  the  Highly  Compensated  Employees'
                  Average Actual Deferral Percentage equals the Maximum Combined
                  Percentage.

         (e)      If Employer Matching  Contributions are distributed to certain
                  Highly Compensated  Employees in order to satisfy the Combined
                  ADP and ACP Test,  income or loss  allocable to such  Employer
                  Matching Contributions shall also be distributed.
<PAGE>

         (f)      To the extent  administratively  possible, the Committee shall
                  distribute the Employer Matching Contributions (if applicable)
                  and allocable  income or loss prior to 2-1/2 months  following
                  the end of the Plan Year for which  the  Combined  ADP and ACP
                  Test  is  computed.  In  any  event,  however,  such  Employer
                  Matching Contributions (if applicable) and allocable income or
                  loss  shall  be  distributed  by  the  end of  the  Plan  Year
                  following  the Plan Year for which  the  Combined  ADP and ACP
                  Test is computed.  Employer  Matching  Contributions  that are
                  distributed pursuant to this Section 12.09 shall be treated as
                  annual additions under the Plan.

         (g)      The income or loss  allocable  to returned  Employer  Matching
                  Contributions shall be determined using the same procedures as
                  Section 12.05(c).

 12.10   Order of Applying Certain Sections of Article.

         In applying the  provisions of this Article 12, the  determination  and
         distribution of Excess Deferrals shall be made first, the determination
         and  elimination  of Excess ACP  Deferrals  shall be made  second,  the
         determination and elimination of Excess ADP Contributions shall be made
         third  and  finally  the  determination  and any  necessary  adjustment
         related to the Combined ADP and ACP Test shall be made.


<PAGE>


                                   ARTICLE 13

                          HIGHLY COMPENSATED EMPLOYEES


13.01    In General.

         For the purposes of this Plan, the term "Highly  Compensated  Employee"
         is any active Employee  described in Section 13.02 below and any Former
         Employee described in Section 13.03 below.  Various definitions used in
         this Section are contained in Section 13.04. A "Non-highly  Compensated
         Employee" is an Employee who is not a Highly Compensated Employee.

13.02    Highly Compensated Employees.

         (a)      Defined. Effective for Plan Years beginning after December 31,
                  1996, an Employee is a Highly Compensated Employee if during a
                  Determination  Year the  Employee  performs  services  for the
                  Employer and:

                  (1)      is a 5 Percent Owner; or

                  (2)      received  Compensation  in excess of  $80,000 and was
                           a  member of  the Top Paid Group during the Look Back
                           Year.

                  The dollar amount described above shall be increased  annually
                  as provided in Code  Section  414(q)(1).  For  purposes of the
                  1997 Plan  Year,  the  preceding  definition  shall be used to
                  determine  if an  Employee is a Highly  Compensated  Employee,
                  notwithstanding  that the  definition of a Highly  Compensated
                  Employee was  different for the 1996 Plan Year (which would be
                  the Look Back Year).

         (b)      Calendar  Year  Election.   The  Employer  hereby  elects  the
                  calendar  year  calculation  election  described  in Temporary
                  Regulation  Section  1.414(q)-1T,  Q&A-14(b) or any  successor
                  regulation thereto. Because the Plan uses the calendar year as
                  its  Plan  Year,   there  is  no   separate   Look  Back  Year
                  calculation.  This election is binding on all other  qualified
                  retirement Plans maintained by the Employer until the election
                  is withdrawn.

13.03    Former Highly Compensated Employee.

         A Former  Employee is a Highly  Compensated  Employee if (applying  the
         rules of  Section  13.02(a)  or (b)) the Former  Employee  was a Highly
         Compensated   Employee   during  a   Separation   Year  or  during  any
         Determination  Year  ending  on or after  the  Former  Employee's  55th
         birthday.

13.04    Definitions.

         The following special definitions shall apply to this Article 13:

         Compensation  for  purposes  of this  Article  13 shall  mean the gross
         annual  earnings  reported on the  Participant's  IRS Form W-2 (Box 1 -
         Wages, Tips and Compensation, or its comparable location as provided on
         Form W-2 in future  years) as  required  by Code  Sections  6041(d) and
         6051(a)(3). In addition,  Compensation shall include compensation which
         is not includable in the  Participant's  IRS Form W-2 (Box 1) by reason
         of Code Section 402(a)(8) (employee pre-tax  contributions under a Code
         Section  401(k)  plan) or Code  Section 125 (salary  deferrals  under a
         cafeteria  plan).  Compensation  shall  not  include  amounts  paid  or
         reimbursed  by the Employer for moving  expenses if, at the time of the
         payment of such moving  expenses,  it is reasonable to believe that the
         moving  expenses  will be  deductible  by the  Participant  under  Code
         Section 217.  Compensation  shall be  determined by ignoring any income
         exclusions  under Code Section  3401(a) based on the nature or location
         of  employment.  In no  event  shall  Compensation  in  excess  of  the
         limitations under Code Section 401(a)(17) be taken into account for any
         Employee.

         Determination  Year  shall  mean the Plan  Year  for  which  the ADP is
computed.

         Employer for purposes of this Article 13 shall mean the Company and its
Affiliates.
<PAGE>

         5 Percent  Owner shall mean any  Employee  who owns or is deemed to own
         (within the meaning of Code Section 318), more than five percent of the
         value of the outstanding stock of the Employer or stock possessing more
         than five percent of the total combined voting power of the Employer.

         Former Employee shall mean an Employee (i) who has incurred a Severance
         from  Service or (ii) who remains  employed by the Employer but who has
         not performed  services for the Employer during the Determination  Year
         (e.g., an Employee on Authorized Leave of Absence).

         Look Back Year shall  mean the Plan Year  preceding  the  Determination
Year.

         Separation Year shall mean any of the following years:

         (1)      An  Employee  who  incurs  a  Termination  Date  shall  have a
                  Separation  Year  in the  Determination  Year  in  which  such
                  Termination Date occurs;

         (2)      An Employee  who  remains  employed  by the  Employer  but who
                  temporarily ceases to perform services for the Employer (e.g.,
                  an  Employee  on  Authorized  Leave of  Absence)  shall have a
                  Separation Year in the calendar year in which he last performs
                  services for the Employer;

         (3)      An Employee  who remains  employed by the  Employer  but whose
                  Compensation  for a  calendar  year  is less  than  50% of the
                  Employee's  average annual  Compensation  for the  immediately
                  preceding three calendar years (or the Employee's  total years
                  of employment,  if less) shall have a Separation  Year in such
                  calendar year. However,  such Separation Year shall be ignored
                  if the  Employee  remains  employed  by the  Employer  and the
                  Employee's  Compensation  returns to a level comparable to the
                  Employee's  Compensation  immediately prior to such Separation
                  Year.

         Top Paid Group  shall mean the top 20% of all  Employees  ranked on the
         basis of Compensation  received from the Employer during the applicable
         year. The number of Employees in the Top Paid Group shall be determined
         by ignoring Employees who are non-resident  aliens and Employees who do
         not perform  services for the Employer during the applicable  year. The
         Employer  elects to  compute  the Top Paid  Group  without  the age and
         service exclusion provided in applicable Treasury Regulations.

13.05    Other Methods Permissible.

         To the  extent  permitted  by the Code,  judicial  decisions,  Treasury
         Regulations and IRS pronouncements,  the Committee may (without further
         amendment to this Plan) take such other steps and actions or adopt such
         other  methods  or  procedures   (in  addition  to  those  methods  and
         procedures  described  in this  Article 13) to  determine  and identify
         Highly   Compensated    Employees   (including   adopting   alternative
         definitions of  Compensation  which satisfy Code Section  414(q)(7) and
         are uniformly applied).



<PAGE>


                                   ARTICLE 14

                                MAXIMUM BENEFITS


14.01    General Rule.

     (a)  Notwithstanding  any other  provision of this Plan, for any Plan Year,
          the Annual  Additions to a Participant's  Account,  when combined with
          the Annual  Additions  to the  Participant's  Account  under all other
          Qualified  individual  account plans maintained by the Employer or its
          Affiliates  shall  not  exceed  the  lesser  of (i)  $30,000  or  (ii)
          twenty-five  percent (25%) of the Participant's  Compensation for such
          Plan Year (the "maximum  permissible  amount").  Provided that no more
          than one-third of the Employer's ESOP Contributions for the Plan Year,
          which are deductible under the principal and interest  deduction rules
          of Section 404(a)(9) of the Code, are allocated to Highly  Compensated
          Employees,  the limitations of Section 415 of the Code shall not apply
          to  Forfeitures  of Company  Stock if such Company  Stock was acquired
          with  the  proceeds  of an  exempt  loan,  or to  the  portion  of the
          Employer's  ESOP  Contribution  which  is  deductible  as an  interest
          payment under Section 404(a)(9)(B) of the Code.

     (b)  The Employer  hereby elects that the  Limitation  Year for purposes of
          Code Section 415 shall be the Plan Year.

     (c)  For  purposes  of  determining  the  limit on Annual  Additions  under
          paragraph (a) of this Section,  the dollar limit described therein, to
          wit,  $30,000,  shall be  increased  for each Plan Year to the  extent
          permitted by law.

     (d)  If the amount to be allocated to a  Participant's  Account exceeds the
          maximum   permissible   amount   (and   for  this   purpose   Employer
          Contributions   shall  be  deemed  to  be  allocated   after   Pre-Tax
          Contributions),  the excess will be disposed of as follows.  First, if
          the  Participant's  Annual  Additions  exceed the maximum  permissible
          amount  as a  result  of (i) a  reasonable  error  in  estimating  the
          Participant's Compensation,  (ii) a reasonable error in estimating the
          amount of Pre-Tax  Contributions that the Participant could make under
          Code  Section  415 or (iii)  other  facts and  circumstances  that the
          Internal Revenue Service finds  justifiable,  the Committee may direct
          the Trustee to return to the Participant his Pre-Tax Contributions for
          such Plan Year to the extent  necessary  to reduce the excess  amount.
          Such returned Pre-Tax Contributions shall be ignored in performing the
          discrimination   tests  of  Article  12.  Second,  any  excess  annual
          additions still  remaining  after the return of Pre-Tax  Contributions
          shall  be  reallocated  as  determined  by  the  Committee  among  the
          Participants  whose  accounts  have not exceeded the limit in the same
          proportion that the Compensation of each such Participant bears to the
          Compensation  of all such  Participants.  If such  reallocation  would
          result in an addition to another  Participant's  Account which exceeds
          the permitted limit,  that excess shall likewise be reallocated  among
          the Participants whose Accounts do not exceed the limit.  However,  if
          the allocation or reallocation of the excess amounts pursuant to these
          provisions  causes the  limitations  of Section  415 of the Code to be
          exceeded with respect to each  Participant  for the  limitation  year,
          then  any such  excess  shall be held  unallocated  in a 415  Suspense
          Account.  If the 415  Suspense  Account  is in  existence  at any time
          during a limitation  year, other than the limitation year described in
          the preceding sentence,  all amounts in the 415 Suspense Account shall
          be allocated and reallocated to Participants' Accounts (subject to the
          limitations of Code Section 415) before any Contributions  which would
          constitute  annual  additions  may  be  made  to  the  Plan  for  that
          limitation year.

     (e)  If  the  Participant  is  covered  under  another   qualified  defined
          contribution  plan  maintained  by an Employer  during any  limitation
          year, the annual  additions  which may be credited to a  Participant's
          account under this Plan for any such  limitation year shall not exceed
          the  maximum  permissible  amount  reduced  by  the  annual  additions
          credited to a Participant's  account under all such plans for the same
          limitation  year. If a Participant's  annual additions under this Plan
          and such other plans would result in an excess amount for a limitation
          year,  the  excess  amount  will be deemed to  consist  of the  annual
          additions last allocated (and for this purpose, Employer Contributions
          shall be deemed to be allocated  after Pre-Tax  Contributions).  If an
          excess amount is allocated to a Participant  on an allocation  date of
          this Plan which coincides with an allocation date of another plan, the
          excess amount attributed to this Plan will be the product of
<PAGE>

                  (i)      the total excess amount as of such date, times

                  (ii)     the ratio of (A) the annual  additions  allocated  to
                           the  Participant  for the limitation  year as of such
                           date  under  this  Plan  to  (B)  the  total   annual
                           additions   allocated  to  the  Participant  for  the
                           limitation  year as of such date  under  this and all
                           the  other  qualified  defined   contribution   plans
                           maintained by the Employer.

         Any  excess  amount  attributed  to this Plan will be  disposed  in the
manner described in this Section 14.01 above.

14.02   Combined Plan Limitation.

         For Plan Years beginning before January 1, 2000, if the Employer or its
         Affiliates  maintains,  or at any time maintained,  a Qualified defined
         benefit plan  covering  any  Participant  in this Plan,  the sum of the
         Participant's  defined  benefit plan fraction and defined  contribution
         plan  fraction  shall not  exceed  1.0 in any  limitation  year and the
         annual benefit  otherwise payable to the Participant under such defined
         benefit plan shall be frozen or reduced to the extent necessary so that
         the sum of such fractions shall not exceed 1.0.

14.03   Definitions.  For the purposes of this Article 14, the following
definitions shall apply:

         (a)      "Annual Addition" shall mean the sum of:

                  (1)        Employee Contributions;

                  (2)        Employer Contributions;

                  (3)        Forfeitures; and

                  (4)        Amounts  described  in Code  Sections 415(l)(1) and
                             419A(d)(2).

         Annual  Additions  shall  not  include  any  amounts  credited  to  the
         Participant's Account resulting from Rollover Contributions.

         (b)      "Affiliates"  shall have that  meaning  contained in Article 2
                  except that for  purposes of  determining  who is an Affiliate
                  the phrase "more than 50 percent" shall be substituted for the
                  phrase  "at least 80  percent"  each  place it appears in Code
                  Section 1563(a)(1).

         (c)      "Compensation"  shall  have  the  same  meaning  as defined in
                  Article 12.

         (d)      "Defined Benefit Fraction" means a fraction,  the numerator of
                  which  is  the  sum  of  the  Participant's  projected  annual
                  benefits  under all the defined  benefit plans (whether or not
                  terminated) maintained by the Employer or its Affiliates,  and
                  the  denominator  of which is the lesser of (i) 125 percent of
                  the dollar  limitation in effect for the limitation year under
                  Section  415(b)(1)(A)  of the Code or (ii) 140  percent of the
                  Highest Average Compensation.
<PAGE>

     (e)  "Defined  Contribution  Fraction"  means a fraction,  the numerator of
          which is the sum of the Annual Additions to the Participant's  account
          under all the defined  contribution  plans (whether or not terminated)
          maintained by the Employer or its  Affiliates  for the current and all
          prior limitation years, and the denominator of which is the sum of the
          Maximum  Aggregate  Amounts for the  current and all prior  limitation
          years of service with the Employer or its  Affiliates  (regardless  of
          whether a defined  contribution plan was maintained by the Employer or
          its Affiliates).  The Maximum  Aggregate Amount in any limitation year
          is the lesser of (i) 125  percent of the dollar  limitation  in effect
          under  Section  415(c)(1)(A)  of the Code;  or (ii) 35  percent of the
          Participant's compensation for such year.

         (f)      "Highest Average  Compensation" means the average compensation
                  for the three  consecutive  years of service with the employer
                  that produces the highest average.

         (g)      "Projected Annual Benefit" means the annual retirement benefit
                  (adjusted to an actuarially  equivalent  straight life annuity
                  if such  benefit is  expressed in a 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
                  normal  retirement  age under  the plan (or  current  age,  if
                  later),  and  (ii)  the  Participant'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.



<PAGE>


                                   ARTICLE 15

                                 TOP HEAVY RULES


15.01    General.

         The  provisions  of this Article of the Plan shall become  effective in
         any Plan Year in which the Plan is determined to be Top Heavy and shall
         supersede any conflicting provision of this Plan.

15.02    Definitions.

     (a) Top Heavy.  The Plan shall be Top Heavy for the Plan Year if, as of the
     Valuation  Date  which   coincides   with  or   immediately   precedes  the
     Determination Date, the value of the Participant  Accounts of Key Employees
     exceeds  60% of the  value of all  Participant  Accounts.  If the  Employer
     maintains  more  than  one  plan,  all  plans  in  which  any Key  Employee
     participates   and  all  plans  which  enable  this  Plan  to  satisfy  the
     anti-discrimination  requirements of Code Sections 401(a)(4) or 410 must be
     combined with this Plan ("Required  Aggregation Group") for the purposes of
     applying the 60% test described in the preceding sentence. Plans maintained
     by the  Employer  which are not in the  Required  Aggregation  Group may be
     combined  at the  Employer's  election  with this Plan for the  purposes of
     determining   Top  Heavy  status  if  the  combined   plan   satisfies  the
     requirements  of Code Section  401(a)(4) and 410 ( "Permissive  Aggregation
     Group").   In   determining   the  value  of  Participant   Accounts,   all
     distributions  made during the five-year period ending on the Determination
     Date  shall be  included  and any  unallocated  Employer  Contributions  or
     forfeitures  attributable to the Plan Year in which the Determination  Date
     falls shall also be  included.  The Account of (i) any  Employee who at one
     time was a Key  Employee  but who is not a Key Employee for any of the five
     Plan Years ending on the Determination  Date; and (ii) any Employee who has
     not performed services for the Employer or a related employer maintaining a
     plan in the  aggregation  group  for the  five  Plan  Years  ending  on the
     Determination Date, shall be disregarded in determining Top Heavy status.

     If the Employer maintains a defined benefit plan during the Plan Year which
     is subject  to  aggregation  with this Plan,  the 60% test shall be applied
     after calculating the present value of the  Participants'  accrued benefits
     under the defined  benefit plan in  accordance  with the rules set forth in
     that plan and combining the present value of such accrued benefits with the
     Participant's account balances under this Plan.

     Solely  for the  purpose  of  determining  if the Plan,  or any other  plan
     included  in the  Required  Aggregation  Group,  is  Top-Heavy,  a  Non-Key
     Employee's  accrued  benefit in a defined  benefit plan shall be determined
     under (i) the method,  if any, that uniformly  applies for accrual purposes
     under all plans  maintained by the Affiliates,  or (ii) if there is no such
     method,  as if such  benefit  accrued  not more  rapidly  than the  slowest
     accrual rate permitted  under the  fractional  accrual rate of Code Section
     411(b)(1)(C).

     (b)  Key Employee.  Any employee of the Employer who,  during the Plan Year
          or the four preceding Plan Years was an officer receiving Compensation
          in excess of 50% of the limit described in Code Section  415(b)(1)(A),
          one of the ten employees of the Employer owning the largest  interests
          in the Employer and  receiving  Compensation  equal to or greater than
          the dollar limit  described in Code  Section  415(c)(1)(A),  a greater
          than 5% owner of the Employer, a greater than 1% owner of the Employer
          receiving  Compensation in excess of $150,000, or the Beneficiary of a
          Key Employee.  The Code Section  415(b)(1)(A) and 415(c)(1)(A)  limits
          referred to in the preceding  sentence  shall be the specified  dollar
          limit  plus  any  increases  reflecting  cost  of  living  adjustments
          specified by the Secretary of the Treasury.
<PAGE>

     (c)  Determination  Date.  The  last  day  of  the  Plan  Year  immediately
          preceding the Plan Year for which Top Heavy status is determined.

     (d)  Non-Key Employee. Any Participant who is not a Key Employee.

     (e)  Employer.  The term  "Employer"  shall  include any  Affiliate of such
          Employer.

     (f)  Compensation.  The term  "Compensation"  shall  have that  meaning  as
          defined in Article 14.

 15.03   Minimum Benefit.

         (a)      Except as provided below, the Employer Contributions allocated
                  on behalf  of any  Non-Key  Employee  who is  employed  by the
                  Employer on the Determination  Date shall not be less than the
                  lesser of (i) 3% of such Non-Key  Employee's  Compensation  or
                  (ii) the  largest  percentage  of Employer  Contributions  and
                  Pre-Tax  Contributions,  as a percentage of the Key Employee's
                  Compensation, allocated on behalf of any Key Employee for such
                  Plan Year. Pre-Tax Contributions  allocated to the Accounts of
                  Non-Key  Employees  shall  not be  considered  in  determining
                  whether  a  Non-Key   Employee   has   received   the  minimum
                  contribution required by this Section 15.03.

         (b)      The minimum  allocation  is determined  without  regard to any
                  Social  Security  contribution  and shall be made even though,
                  under other Plan  provisions,  the Non-Key Employee would have
                  received a lesser  allocation  or no  allocation  for the Plan
                  Year  because of the  Non-Key  Employee's  failure to complete
                  1,000 Hours of Service, his failure to make mandatory employee
                  contributions,  or his earning Compensation less than a stated
                  amount.

         (c)      If the Employer  maintains a defined  benefit plan in addition
                  to  this  Plan,   the   minimum   contribution   and   benefit
                  requirements  for both  plans in a Top Heavy  Plan Year may be
                  satisfied by an  allocation of Employer  Contributions  to the
                  Account of each  Non-Key  Employee  in the amount of 5% of the
                  Non-Key Employee's compensation. Additionally, if the Employer
                  maintains  another defined  contribution plan which is a money
                  purchase  pension  plan in  which  the  required  contribution
                  equals or  exceeds  three (3)  percent  of  Compensation,  the
                  minimum  contribution and benefit  requirements in a Top Heavy
                  Plan  Year  shall  be   satisfied   under  that  plan  and  no
                  contribution will be made under this section.

 15.04   Combined Plan Limitation For Top Heavy Years.

         In any Plan Year  beginning  before  January 1, 2000 during  which more
         than 90% of the Participant  Account  balances are  attributable to Key
         Employees,  100% or an equivalent  factor shall be substituted for 125%
         or an equivalent factor in the combined plan fraction  denominators set
         forth  in the  Section  of this  Plan  which  limits  maximum  benefits
         pursuant to Section 415 of the Code. In any Plan Year beginning  before
         January 1, 2000 during which more than 60% but not more than 90% of the
         Participant Account balances are attributable to Key Employees, 100% or
         an  equivalent  factor shall be  substituted  for 125% or an equivalent
         factor in the combined plan fraction denominators unless the Account of
         each Non-Key Employee  participating in the Plan receives an allocation
         which satisfies  Section 15.03 above,  except that for this purpose the
         figure "4%" shall be  substituted  for "3%" where it appears in Section
         15.03(a) and the figure "7.5%" shall be  substituted  for "5%" where it
         appears in Section 15.03(c).

15.05    Top Heavy ESOP Contribution Account Vesting.

         Notwithstanding  Section 7.04(b)(2) above, for any Top Heavy Plan Year,
         any  Participant  who  ceases  to be an  Employee  shall  have a vested
         interest in his ESOP Contribution Account as follows:

                             Years of Service As of
                              Date of Termination             Vested
                              of Employment                   Percentage

                              Less than 2 years                       0%
                              2 years                                20%
                              3 years                                40%
                              4 years                                60%
                              5 years                                80%
                              6 years or more                       100%



<PAGE>


                                   ARTICLE 16

                                  MISCELLANEOUS

16.01      Headings.

           The headings  and  sub-headings  in this Plan have been  inserted for
           convenience   of  reference  only  and  are  to  be  ignored  in  any
           construction of the provisions hereof.

16.02      Action by Employer.

           Any action by an Employer  under this Plan shall be by  resolution of
           its Board of Directors,  or by any person or persons duly  authorized
           by resolution of said Board to take such action.

16.03      Spendthrift Clause.

           Except as  otherwise  required  by a  "qualified  domestic  relations
           order" as  defined  in Code  Section  414(p),  none of the  benefits,
           payments,  proceeds or distributions under this Plan shall be subject
           to the claim of any creditor of any Participant or Beneficiary, or to
           any legal process by any creditor of such Participant or Beneficiary,
           and  none  of  them  shall  have  any  right  to  alienate,  commute,
           anticipate  or assign  any of the  benefits,  payments,  proceeds  or
           distributions  under  this  Plan  except  for  the  extent  expressly
           provided herein to the contrary.

16.04      Distributions Upon Special Occurrences.

           (a)      Subject  to Section  11.03,  Pre-Tax  Contributions  and any
                    income  attributable   thereto,   shall  be  distributed  to
                    Participants   or   their    Beneficiaries    as   soon   as
                    administratively feasible after the termination of the Plan,
                    provided  that  neither  the  Employer  nor  its  Affiliates
                    maintain a successor plan.

           (b)      Pre-Tax  Contributions and any income  attributable  thereto
                    shall   be   distributed   to   Participants   as   soon  as
                    administratively  feasible after the sale, to an entity that
                    is not an Affiliate, of substantially all of the assets used
                    by the  Employer  in the  trade or  business  in  which  the
                    Participant is employed.

           (c)      After the sale of an incorporated  Affiliate's interest in a
                    subsidiary  to an entity that is not an  Affiliate,  Pre-Tax
                    Contributions  and  any  income  attributable  thereto  of a
                    Participant who continues to work for such subsidiary  shall
                    be distributed as soon as administratively feasible.

           (d)      The   provisions  of  this  Section   16.04   including  the
                    definitions   of  terms   such  as   "successor   plan"  and
                    "substantially  all of the  assets"  shall  be  governed  by
                    Treasury  Regulation  Section  1.401(k)-1(d)(1)(iii)  or any
                    successor Treasury Regulation thereto.

16.05      Discrimination.

           The  Employer,  the  Committee,  the  Trustee  and all other  persons
           involved  in the  administration  and  operation  of the  Plan  shall
           administer and operate the Plan and Trust in a uniform and consistent
           manner with respect to all Participants  similarly situated and shall
           not permit discrimination in favor of Highly Compensated Employees.

16.06      Release.

           Any  payment  to a  Participant  or  Beneficiary,  or to their  legal
           representatives,  in  accordance  with the  provisions  of this Plan,
           shall to the  extent  thereof be in full  satisfaction  of all claims
           hereunder against the Trustee, Plan Administrator,  Committee and the
           Employer, any of whom may require such Participant,  Beneficiary,  or
           legal  representative,  as a condition  precedent to such payment, to
           execute  a  receipt  and  release  therefor  in such form as shall be
           determined by the Trustee,  the  Committee,  or the Employer,  as the
           case may be.
<PAGE>

16.07      Compliance with Applicable Laws.

           The Company,  through the Plan  Administrator,  shall  interpret  and
           administer  the Plan in such  manner  that the Plan and  Trust  shall
           remain  in  compliance  with the  Code,  with the Act,  and all other
           applicable laws, regulations, and rulings.

16.08      Agent for Service of Process.

           The agent for  service  of  process  of this Plan shall be the person
           listed from time to time in the current  records of the  Secretary of
           State of  Florida as the agent for the  service  of  process  for the
           Company.

16.09      Merger.

           In the  event of any  merger  or  consolidation  of the Plan with any
           other Plan, or the transfer of assets or  liabilities  by the Plan to
           another Plan, each Participant  must receive  (assuming that the Plan
           would   terminate)   the  benefit   immediately   after  the  merger,
           consolidation,  or  transfer  which is equal to or  greater  than the
           benefit  such  Participant   would  have  been  entitled  to  receive
           immediately before the merger,  consolidation,  or transfer (assuming
           that  the  Plan  had  then   terminated),   provided   such   merger,
           consolidation,  or transfer took place after the date of enactment of
           the Act.

16.10      Governing Law.

           The Plan shall be governed by the laws of the State of Florida to the
           extent that such laws are not preempted by Federal law.

16.11      Adoption of the Plan by an Affiliated Sponsor.

     (a)  The Board of the Company shall  determine which employers shall become
          Affiliated  Sponsors  within  the terms of the Plan.  In order for the
          Board to designate an Employer as an Affiliated Sponsor, the Committee
          must  approve the  addition of the  Affiliated  Sponsor's  identity to
          Schedule A (which approval may be retroactive to an earlier  effective
          date). The Board may also specify such terms and conditions pertaining
          to the  adoption  of the Plan by the  Affiliated  Sponsor as the Board
          deems appropriate.  With the Board's consent,  but subject to the Code
          and the Act, an Affiliated Sponsor may limit participation in the Plan
          to certain of its Employees.

     (b)  The  Plan  of the  Affiliated  Sponsor  and of the  Company  shall  be
          considered a single plan for purposes of Treasury  Regulations Section
          1.414(1)-1(b)(1). All assets contributed to the Plan by the Affiliated
          Sponsor  shall  be held in a single  fund  together  with  the  assets
          contributed  by  the  Company  (and  with  the  assets  of  any  other
          Affiliated Sponsors);  and so long as the Affiliated Sponsor continues
          to be  designated  as such,  all  assets  held in such  fund  shall be
          available  to pay  benefits  to  all  Participants  and  Beneficiaries
          covered  by the  Plan  irrespective  of  whether  such  Employees  are
          employed  by  the  Company  or  by  the  Affiliated  Sponsor.  Nothing
          contained   herein   shall  be  construed  to  prohibit  the  separate
          accounting  of assets  contributed  by the Company and the  Affiliated
          Sponsors for purposes of cost  allocation  if directed by the Board of
          the  Company or the holding of Plan assets in more than one Trust Fund
          with more than one Trustee.
<PAGE>

     (c)  So long as the  Affiliated  Sponsor's  designation  as such remains in
          effect,  the Affiliated  Sponsor shall be bound by, and subject to all
          provisions  of  the  Plan  and  the  Trust  Agreement.  The  exclusive
          authority to amend the Plan and the Trust Agreement shall be vested in
          the Board of the  Company  and no  Affiliated  Sponsor  shall have any
          right to amend the Plan or the Trust  Agreement.  Any amendment to the
          Plan or the Trust Agreement  adopted by the Board of the Company shall
          be binding upon every  Affiliated  Sponsor  without  further action by
          such Affiliated Sponsor.

     (d)  Each  Affiliated  Sponsor  shall be solely  responsible  for making an
          Employer  Contribution  with  respect  to  its  Employees  and  solely
          responsible  for  making any  contribution  required  by  Article  15.
          Furthermore,  if an Affiliated  Sponsor determines to make a Qualified
          Nonelective  Contribution on behalf of its Employees,  such Affiliated
          Sponsor  shall be solely  responsible  for making  such  contribution.
          Neither the Company nor any other  Affiliated  Sponsor is obligated to
          make a Qualified  Nonelective  Contribution on behalf of the Employees
          of a different Affiliated Sponsor.

     (e)  The Company and each Affiliated  Sponsor which is an Affiliate will be
          tested on a combined  basis to determine  whether the Company and such
          Affiliated  Sponsors  satisfy the Average Actual  Deferral  Percentage
          Test described in Section 12.03. An Affiliated Sponsor which is not an
          Affiliate  shall be  tested  separately  from the  Company  and  those
          Affiliated  Sponsors that are  Affiliates for purposes of the ADP test
          described in Article 12.

     (f)  No  Affiliated  Sponsor other than the Company shall have the right to
          terminate the Plan. However,  any Affiliated Sponsor may withdraw from
          the Plan by action of its board of directors  provided  such action is
          communicated  in  writing  to  the  Committee.  The  withdrawal  of an
          Affiliated  Sponsor  shall be effective as of the last day of the Plan
          Year  following  receipt  of the  notice  of  withdrawal  (unless  the
          Committee  consents to a different  effective date). In addition,  the
          Board of the Company may  terminate the  designation  of an Affiliated
          Sponsor  to be  effective  on such  date as the  Board of the  Company
          specifies.   Any  such  Affiliated  Sponsor  which  ceases  to  be  an
          Affiliated  Sponsor  shall be liable for all cost accrued  through the
          effective date of its withdrawal or termination and any  contributions
          owing as a result of Pre-Tax  Contributions  by its  Employees  or any
          other contribution as provided in paragraphs (d) and (e). In the event
          of the withdrawal or termination of an Affiliated  Sponsor as provided
          in this  paragraph,  such  Affiliated  Sponsor  shall have no right to
          direct that assets of the Plan be  transferred to a successor plan for
          its  Employees  unless such a transfer is approved by the Board of the
          Company in its sole discretion.
<PAGE>

 16.12   Location of Participant or Beneficiary Unknown.

         In the event that all or any portion of the  distribution  payable to a
         Participant or his Beneficiary  shall remain unpaid solely by reason of
         the  Committee's   inability  to  ascertain  the  whereabouts  of  such
         Participant  or  Beneficiary,  the amount  unpaid  shall be  forfeited.
         However, such forfeiture shall not occur until five (5) years after the
         amount first became payable. The Committee shall make a diligent effort
         to locate the  Participant  or  Beneficiary  including the mailing of a
         registered letter, return receipt requested,  to the last known address
         of such  Participant  or  Beneficiary.  In the event a  Participant  or
         Beneficiary is located subsequent to his benefit being forfeited,  such
         benefit shall be restored and distributed.

16.13    Qualified Military Service.

           Effective  December 12, 1994,  notwithstanding  any provision of this
           Plan to the contrary,  contributions,  benefits,  and service  credit
           with  respect to  qualified  military  service  will be  provided  in
           accordance with Section 414(u) of the Code.


<PAGE>


                                   ARTICLE 17

                          EMPLOYEE STOCK OWNERSHIP PLAN

17.01      Introduction.

           The Prior ESOP Plan and additions to the ESOP  Contributions  Account
           shall be invested  primarily in Company  Stock and such  accounts are
           hereby  designated as a stock bonus  employee  stock  ownership  plan
           (ESOP) forming a part of the Plan as described in Treasury Regulation
           Sections  54.4975-11(a)(5) and 54.4975-11(a)(2).  The principal terms
           of the stock bonus ESOP are set forth in this Article 17.

17.02      Definitions.

           (a)        Acquisition  Loan shall mean a loan (or other extension of
                      credit) used by the Trustee to finance the  acquisition of
                      Company Stock or to repay a prior  Acquisition Loan, which
                      loan may  constitute  an  extension of credit to the Trust
                      from a party  in  interest  (as  defined  in  ERISA)  or a
                      disqualified  person (as  defined  in Section  4975 of the
                      Code) and is intended  to be an exempt loan under  Section
                      408(b)(3)  of ERISA.  Such exempt  loan shall  satisfy the
                      requirements  of  Department of Labor  Regulation  Section
                      2550.408b-3,  Regulation  Section  54.4975-7(b)  and  this
                      Plan.

           (b)        Allocated  Shares shall mean shares of Company Stock which
                      have been allocated to a Participant's  ESOP Contributions
                      Account.

           (c)        ESOP  shall  mean  this  Article  17 of the  Plan  and the
                      aggregate  of the ESOP  Accounts  under this  Article  17.
                      Although  the  primary  terms of the ESOP are set forth in
                      this Article 17 and the Trust, the other provisions of the
                      Plan are incorporated by reference herein.

           (d)        ESOP  Contributions  Account shall mean that Account under
                      the Plan which receives allocations of Company Stock.

           (e)        Financed   Shares  shall  mean  shares  of  Company  Stock
                      acquired   under  the  Plan  with  the   proceeds   of  an
                      Acquisition Loan.

17.03      Investment of ESOP Assets.

     (a)  The ESOP will be invested by the Trustee  primarily in Company  Stock,
          as directed by the Committee,  subject to the Trustee's  determination
          that such purchase is for not more than  "adequate  consideration"  as
          defined in Section  3(18) of ERISA.  The ESOP portion of the Trust may
          also be invested in cash or cash  equivalent  investments  (i) for the
          limited  purpose  of  making   distributions   to   Participants   and
          Beneficiaries;  (ii) pending the investment of  contributions or other
          cash  receipts  in  Company  Stock;  (iii)  pending  use to  repay  an
          Acquisition  Loan;  (iv) for the  purposes of paying fees and expenses
          incurred with respect to the ESOP or the Trust and not paid for by the
          Employer; or (v) in the form of de minimis cash balances.
<PAGE>

     (b)  The Trustee may incur an Acquisition  Loan to finance the  acquisition
          of Company  Stock to be allocated to the ESOP  Contributions  Accounts
          (Financed Shares).  The Acquisition Loan shall be for a specific term,
          shall bear a  reasonable  rate of interest and shall not be payable on
          demand  except in the event of default.  The  Acquisition  Loan may be
          secured  by a pledge  of the  Financed  Shares so  acquired.  No other
          assets of the ESOP or the Plan may be  pledged  as  collateral  for an
          Acquisition  Loan, and no lender shall have recourse against assets of
          the ESOP or the Plan  other  than (i) any  Financed  Shares  remaining
          subject to pledge,  (ii)  earnings  attributable  to such  collateral,
          and/or  (iii)  Employer  contributions  made to  satisfy  the  current
          portion of the Acquisition Loan and earnings thereon. If the lender is
          a "party in interest" as defined in ERISA,  the Acquisition  Loan must
          provide for a transfer of ESOP assets on default  only upon and to the
          extent of the failure of the ESOP to meet the payment  schedule of the
          Acquisition  Loan. Any pledge of Financed  Shares must provide for the
          pro  rata  release  of  the  shares  so  pledged  as  payments  on the
          Acquisition  Loan are made by the Trustee and such Financed Shares are
          allocated to Participants' ESOP Accounts under Section 17.05.

     Payments of principal and/or interest on any Acquisition Loan shall be made
     by the  Trustee  only from ESOP  Contributions  paid in cash to enable  the
     Trust to repay such  Acquisition  Loan, from earnings  attributable to such
     ESOP  Contributions,  from  any cash  dividends  received  by the  Trust on
     Financed  Shares,  and from any cash  dividends  received  by the  Trust on
     Company Stock which has been allocated to a Participant's ESOP Account.  In
     the event that the Trustee is unable to make  payments of principal  and/or
     interest on an Acquisition  Loan when due, the Committee (with the approval
     of the Board of  Directors)  may  direct the  Trustee to sell any  Financed
     Shares that have not yet been allocated to  Participants'  ESOP Accounts or
     to  obtain  an  Acquisition  Loan in an  amount  sufficient  to  make  such
     payments.

17.04      ESOP Contributions.

           ESOP  Contributions  to the Trust  shall be made by the  Employer  as
follows:

     (a)  ESOP  Contributions.  Each Plan Year, the Employer shall contribute to
          the ESOP an amount,  if any,  determined in the sole discretion of the
          Board.  The ESOP  Contribution  shall be used to repay any Acquisition
          Loan,  and any Financed  Shares which are available for  allocation to
          Participants  as a result  thereof  shall be  allocated as provided in
          Section 17.05.  Notwithstanding the foregoing,  such ESOP Contribution
          shall  not be less than the  amount  required  to enable  the Trust to
          timely discharge the current portion of any Acquisition Loan.

     (b)  Form and Timing of  Contributions.  ESOP  Contributions  for each Plan
          Year  shall be paid to the ESOP  Trustee  not later  than the due date
          (including  extensions)  for filing the Employer's  federal income tax
          return for the Plan Year. ESOP Contributions may be paid in cash or in
          shares of stock,  as determined by the Committee;  provided,  however,
          that  such  ESOP  Contributions  shall  be paid in cash to the  extent
          needed to provide the Trust with cash  sufficient to pay any currently
          maturing   obligations  under  any  Acquisition  Loan.  The  aggregate
          Employer  Contributions  and Elective  Deferrals for a Plan Year shall
          not  exceed  the  amount  of  such  aggregate  contribution  which  is
          deductible  by the  Employer  under Code  Section 404 for the calendar
          year.
<PAGE>

17.05      Allocations to Participants' Accounts.

           (a)        Any Financed  Shares acquired by the Trust shall initially
                      be  credited  to a "Loan  Suspense  Account"  and  will be
                      released from the Loan  Suspense  Account and be allocated
                      to the ESOP Accounts of Participants as of the last day of
                      each Plan  Year.  The date on which  loan  payment is made
                      shall  be  referred  to in  this  Article  as the  "Annual
                      Repayment  Date." The aggregate  number of Financed Shares
                      to be released from the Loan Suspense  Account on the last
                      day of each Plan Year for allocation to Participants' ESOP
                      Accounts shall be determined by the Committee as follows:

                      The number of Financed  Shares  held in the Loan  Suspense
                      Account  immediately before the release of Financed Shares
                      on the last day of the Plan Year shall be  multiplied by a
                      fraction.  The  numerator  of the  fraction  shall  be the
                      aggregate  amount of principal  and  interest  paid on the
                      Acquisition  Loan for that Plan Year.  The  denominator of
                      the fraction  shall be the sum of the  numerator  plus the
                      aggregate  projected payments of principal and interest on
                      the Acquisition Loan (determined  without reference to any
                      possible extensions or renewals thereof).  For purposes of
                      computing the denominator of the fraction, if the interest
                      rate on the Acquisition Loan is variable,  the interest to
                      be paid in  subsequent  Plan Years shall be  calculated by
                      assuming that the interest rate in effect as of the end of
                      the  applicable  Plan  Year will be the  interest  rate in
                      effect for the  remainder  of the term of the  Acquisition
                      Loan.

                      Alternatively,   the  number  of  Financed  Shares  to  be
                      released from the Loan Suspense  Account may be determined
                      in  the  same  manner  as  described   in  the   preceding
                      paragraph,  except  that the number of  released  Financed
                      Shares  shall be based  solely on the amount of  principal
                      paid  for the  Plan  Year in  relation  to the sum of such
                      amount plus the principal to be paid for all future years.
                      However,  this alternative method may be used only if each
                      of the following three conditions are satisfied:
<PAGE>

                      (1)       The  Acquisition  Loan must  provide  for annual
                                payments  of   principal   and   interest  at  a
                                cumulative  rate  that is not less  rapid at any
                                time than level annual  payments of such amounts
                                for ten years;

                      (2)       The  interest  portion of any  payment  shall be
                                disregarded  only  to the  extent  it  would  be
                                treated  as   interest   under   standard   loan
                                amortization tables; and

                      (3)       If the Acquisition Loan is renewed,  extended or
                                refinanced,  the sum of the expired  duration of
                                the Acquisition Loan and the renewal,  extension
                                or new Acquisition  Loan period shall not exceed
                                ten (10) years.

           (b)        Allocations to a Participant's ESOP Account shall be made
                      as follows:

                      (1)       Stock  dividends paid on shares of Company Stock
                                allocated to a Participant's  ESOP Account shall
                                be allocated to such  Participant's ESOP Account
                                as  of  the  next  Valuation  Date  or,  if  the
                                Committee  otherwise  elects,  on the date  such
                                stock dividend is declared;

                      (2)       Cash   dividends  on  Allocated   Shares,   cash
                                dividends on Financed Shares, and Profit Sharing
                                Contributions  (if  any)  shall be used to repay
                                the Acquisition  Loan. The first Financed Shares
                                which  are  released   from  the  Loan  Suspense
                                Account  as a result  of such  payment  shall be
                                allocated as follows.

     (A)  Each  Participant's  ESOP Account shall receive  Financed Shares which
          have a fair  market  value equal to (not more or less than) the amount
          of cash  dividends  on  Allocated  Shares  in the  Participant's  ESOP
          Account  which  were  used to pay the  Acquisition  Loan as of  Annual
          Repayment  Date.  However,  if the fair market  value of the  Financed
          Shares allocated to the  Participant's  ESOP Account under this clause
          (A) is less than the dollar amount of such cash dividends on Allocated
          Shares used to repay an Acquisition Loan, then the Employer shall make
          a special  contribution to the ESOP Trust in such an amount that, when
          used with the all of the amounts described in this Section 17.06(b)(2)
          to pay principal and interest on the Acquisition Loan, shall result in
          the satisfaction of such condition.
<PAGE>

     (B)  Any Financed  Shares which  remain after the  allocation  described in
          clause (A)  immediately  above shall be allocated by  multiplying  the
          total  number of Financed  Shares  which  remain to be  allocated by a
          fraction,  the  numerator  of  which  is  the  Eligible  Participant's
          Compensation  for the Plan Year,  and the  denominator of which is the
          aggregate Compensation of all Eligible Participants for the Plan Year.
          For purposes of this  Section,  an Eligible  Participant  shall mean a
          Participant  who is an Eligible  Employee of the Employer,  who during
          the Plan Year  earned a year of  Credited  Service and who is actively
          employed on the last day of the Plan Year.

           (c)        Notwithstanding paragraph (b) above, if all or any portion
                      of the ESOP  Contribution  exceeds the amount necessary to
                      make the required loan payment on an  Acquisition  Loan as
                      of the  Annual  Repayment  Date,  then the  Committee  may
                      direct  the   Trustee  to  not  apply  such  excess  as  a
                      prepayment  of the  Acquisition  Loan,  but instead to use
                      such excess to  purchase  Company  Stock or to  contribute
                      such excess as a cash contribution to the ESOP Accounts of
                      eligible  Participants.  Any  Company  Stock so  purchased
                      shall be  allocated  as  though  it  constituted  Financed
                      Shares released as of the last day of the Plan Year.

17.06      Distributions from ESOP Account.

     (a)  The Trustee will make distributions from the ESOP portion of the Trust
          only  as  directed  by  the  Committee   generally   pursuant  to  the
          distribution  rules set forth in Article 8 and Section 17.06(b) below.
          However, a Participant in the ESOP portion of the Plan who reaches his
          Normal  Retirement  Date may at any time elect to withdraw any portion
          of his ESOP  Contribution  Account.  Distribution  of a  Participant's
          vested ESOP  Account  will be made in whole  shares of Company  Stock,
          cash or a combination  of both, as elected by the  Participant  or, in
          the case of death,  the  Beneficiary.  In the event an election is not
          made,  distribution  will be made,  to the extent  possible,  in whole
          shares of Company Stock and the remainder in cash.

     (b)  Diversification of Participant Accounts.

     A  Participant  who has  attained  age 55 and  completed  ten years of Plan
     participation  (a "Qualified  Participant"),  shall be entitled to elect to
     diversify the  investment of his ESOP Account with respect to not less than
     the number of shares of Company  Stock  acquired by or  contributed  to the
     Plan after December 31, 1986 which have been allocated to the Participant's
     ESOP  Account  as of the  date  of any  election  ("Qualified  Shares")  as
     follows:
<PAGE>

     (i) The  diversification  election shall be made in the manner specified by
the Committee during the 90 day period following the last day of each of the six
consecutive  Plan Years beginning with the Plan Year the  Participant  becomes a
Qualified Participant.

     (ii) The  diversification  election  shall be made from  among no less than
three investment  options offered on terms consistent with Treasury  Regulations
issued under Code Section  401(a)(28).  If the Plan does not provide alternative
investment  options at the time a Qualified  Participant  acquires  the right to
make a diversification  election,  the Committee shall distribute the portion of
the Employer Contribution Stock Account subject to the election to the Qualified
Participant no later than 90 days after the end of the election  period referred
to in subsection (a), provided the Participant  requests the distribution in the
manner specified by the Committee.

     (iii)  During  the first five  election  periods,  the amount  subject to a
diversification  or distribution  election shall be no less and no more than 25%
of the Qualified  Shares in the  Participant's  ESOP  Account,  less any amounts
subject to an election in any prior year. During the sixth election period,  the
amount  subject  to a  diversification  election  shall  not  exceed  50% of the
Qualified Shares in the Participant's ESOP Account, including any amount subject
to a prior election.

     (iv)  If  the  fair  market  value  (determined  as of the  Valuation  Date
immediately  before the above  described  ninety (90) day period) of the Company
Stock  acquired by or  contributed  to the Plan and  allocated to the  Qualified
Participant's  ESOP Account is less than $500, then this Section 17.06 shall not
apply.

     (v) In the event a  Qualified  Participant  directs  a portion  of his ESOP
pursuant  to this  Section,  such  Qualified  Participant  shall not have,  with
respect to the directed  portion,  the right to demand Company Stock pursuant to
Section 409(h)(1)(A) of the Code.

17.07      Dividend Distributions.

           If so  determined  by the  Committee,  any cash  dividends on Company
           Stock allocated to the ESOP Accounts may be paid currently (or within
           ninety  (90)  days  after  the  end of the  Plan  Year in  which  the
           dividends  are paid to the Trust) in cash to such  Participants  on a
           nondiscriminatory  basis,  or the  Employer  may pay  such  dividends
           directly  to  Participants.  Such  distributions  (if  any)  of  cash
           dividends  to  Participants  may be limited to  Participants  who are
           still  Employees,  may be limited to  dividends  on shares of Company
           Stock which are then vested or may be  applicable to dividends on all
           shares allocated to Participants' ESOP Accounts.
<PAGE>

17.08      Voting Rights.

           Except as otherwise  required by the Act,  the Code and  Regulations,
           all voting rights of Shares held by the Trust Fund shall be exercised
           by the Trustee only as directed by the Committee, the Participants or
           their  Beneficiaries  in accordance with the following  provisions of
           this Section 17.08:

           (a)      Pass Through of Voting Rights.

                    (1)      If the  Employer has a  registration-type  class of
                             securities (as defined in Section  409(e)(4) of the
                             Code or any successor statute  thereto),  then with
                             respect  to  all  corporate  matters  submitted  to
                             shareholders,  all shares allocated and credited to
                             the ESOP Accounts of  Participants as of the record
                             date for the related  shareholders meeting shall be
                             voted only in  accordance  with the  directions  of
                             such  Participants  as given to the  Committee  and
                             communicated  in  turn  by  the  Committee  to  the
                             Trustee,  or as given directly by such Participants
                             to the Trustee.  Each Participant shall be entitled
                             to direct the voting only of the Shares  (including
                             fractional   interests  in  Shares)  allocated  and
                             credited to his ESOP Account.

                    (2)      If the Employer  does not have a  registration-type
                             class  of   securities   (as   defined  in  Section
                             409(e)(4)  of the  Code  or any  successor  statute
                             thereto),  then,  only with  respect  to  corporate
                             matters   relating   to  a   corporate   merger  or
                             consolidation, recapitalization,  reclassification,
                             liquidation, dissolution, sale of substantially all
                             assets  of a  trade  or  business,  or  such  other
                             similar transaction that Regulations  require,  all
                             Shares  allocated and credited to the ESOP Accounts
                             of  Participants  as of  the  record  date  of  the
                             related  shareholders  meeting  shall  be  voted in
                             accordance with the directions of such Participants
                             as given to the Committee and  communicated in turn
                             by  the  Committee  to  the  Trustee,  or as  given
                             directly by such Participants to the Trustee.  Each
                             Participant  shall be entitled to direct the voting
                             only of the shares (including  fractional interests
                             in Shares) allocated to his ESOP Account.

                    (3)      If  this   Section   17.08(a)   applies  to  shares
                             allocated   to  the  ESOP  Account  of  a  deceased
                             Participant,  such Participant's  Beneficiary shall
                             be entitled  to direct the voting  with  respect to
                             such  shares  as  if  such   Beneficiary  were  the
                             Participant.

     (b)  Instructions  on Voting.  If  Participants  are entitled under Section
17.08(a) to direct the vote with respect to allocated shares,  then, before each
event requiring  Participant voting, the Committee,  through the Trustee,  shall
furnish  to each  Participant  a copy of the proxy  solicitation  material  sent
generally  to  shareholders,   together  with  a  form  requesting  confidential
instructions  on  how  the  shares  allocated  to  such  Participant's   Account
(including  fractional  shares)  are to be voted.  Upon  timely  receipt of such
instructions,  the Trustee (after  combining votes of fractional  shares to give
effect to the greatest extent possible to Participants' instructions) shall vote
the shares as instructed.  If voting  instructions  for shares  allocated to any
Participant are not timely received, such shares shall not be voted.
<PAGE>

     (c) Voting on Unallocated Shares. The Trustee shall vote unallocated shares
held in the Trust and shares allocated to the ESOP Accounts of Participants from
whom  voting  instructions  are  not  required  to be  solicited  under  Section
17.08(a)(1)  or (2)  only  as the  Committee  directs  in the  Committee's  sole
discretion,  after  the  Committee  determines  such  action  to be in the  best
interests  of the  Participants  and their  Beneficiaries.  If no  direction  is
received  from the  Committee,  the Trustee shall vote such shares in accordance
with his determination of the best interests of Plan Participants.

     (d) Tender or Exchange Offers. Subject to Section 17.08(a)(2),  the Trustee
shall  follow  the  written  directions  of the  Committee  in  connection  with
responding,  on behalf of the Trust,  to any tender or exchange offer for all or
any portion of any  allocated  or  unallocated  Shares held in the Trust.  If no
instructions  are issued,  the Trustee shall respond,  as it deems  prudent,  on
behalf of the Trust.  In exercising  any  discretion or power under this Section
17.08,  the Trustee shall  consider to the extent  permitted by applicable  law,
including applicable  regulations,  not only the potential increase in value, if
any,  in the  ESOP  Accounts  of the  Participants  as a result  of a tender  or
exchange of the allocated  and  unallocated  shares,  but also the impact of any
change  in the  management  or  control  of the  Company  on the  status  of the
Participants as Employees in the long run, but not over the short run, including
but not limited to whether they will receive larger or smaller employee benefits
than at present under the Plan.

17.09      Put Options.

         If  Company  Stock  which  was not  acquired  with the  proceeds  of an
         Acquisition  Loan is  distributed  to a  Participant,  and such Company
         Stock is not readily  tradable on an established  securities  market, a
         Participant  shall have the right to require the Employer to repurchase
         the  Company  Stock  distributed  to  such  Participant  under  a  fair
         valuation  formula  and in  accordance  with the Code and Act.  Company
         Stock which is acquired  with the proceeds of an  Acquisition  Loan and
         which is not publicly traded when distributed, or if it is subject to a
         trading limitation when distributed, must be subject to a put option. A
         trading limit is a restriction  under federal or state  securities laws
         or any  regulations,  or an agreement not otherwise  prohibited by this
         Plan.
<PAGE>

17.10      Nonterminable Protections and Rights.

         No Company Stock acquired with the proceeds of an Acquisition  Loan may
         be subject to a put option (other than as described in Section  17.09),
         call, or other option, or buy-sell or similar  arrangement when held by
         or distributed from the Trust, whether or not the Plan is then an ESOP.
         The  protections  and rights shall continue to exist under the terms of
         this Plan so long as any Company Stock acquired with the proceeds of an
         Acquisition  Loan is held by the Trust or by a  Participant,  Separated
         Participant  or other  person for whose  benefit such  protections  and
         rights have been  created,  and neither the  repayment of such loan nor
         the  failure of the Plan to be an ESOP,  nor an  amendment  of the Plan
         shall cause a termination of such protections and rights.

           IN WITNESS  WHEREOF,  the  Company  has  caused  this Plan to be duly
executed and its seal to be hereunto  affixed on the date indicated  below,  but
effective as of January 1, 1999.

        Exigent International, Inc.


        By:_____________________________________________________________
        Title:__________________________________________________________
        Date:___________________________________________________________



<PAGE>




                                   SCHEDULE A

                               AFFILIATED SPONSORS
                         Effective Date of Participation
                           (if after January 1, 1999)

        Name
1.      Exigent Software Technology, Incorporated
2.      Exigent Digital Telecom & Wireless Networks, Incorporated
3.      Exigent Solutions Group, Incorporated

Employees of the Commercial  Division of Exigent  Solutions  Group (formerly GEC
North America ) are only eligible in the 401(k) elective deferral portion of the
Plan and are not entitled to any Employer Contributions.





<PAGE>




                                   SCHEDULE B

                              PREDECESSOR EMPLOYERS



                            Software Technology, Inc.



<PAGE>





                                   SCHEDULE C

                         MATCHING EMPLOYER CONTRIBUTIONS


               RULES APPLICABLE TO EMPLOYER MATCHING CONTRIBUTIONS


            Plan Year(s) Uniform Percentage Match or Uniform Maximum
                          Dollar Match Contribution Cap




                         [None as of the Effective Date]