EXHIBIT 10.6



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                      Joule Inc. Deferred Compensation Plan


1.   PURPOSE OF THE PLAN. The purpose of this Joule Inc.  Deferred  Compensation
     Plan is to enhance the overall  effectiveness  of the  Company's  executive
     compensation  program by  providing  additional  retirement  benefits and a
     vehicle for the deferral of compensation to a select group of the Company's
     executives.

2.   DEFINITIONS. Certain words and phrases are defined when first used in later
     sections of this plan. In addition,  the  following  words and phrases when
     used herein shall have the following respective meanings unless the context
     clearly requires otherwise.

2.1  Account. A bookkeeping  account maintained for a Participant  consisting of
     the  Participant's  Elective  Deferral  Account and  Matching  Contribution
     Account.

2.2  Administrator.  The Company's Chief Financial  Officer or such other person
     or persons as the Company's  Board of Directors may designate  from time to
     time.

2.3  Affiliate. Any company, partnership, joint venture, association, or similar
     organization  or  entity,  which  is a  member  of a  controlled  group  of
     companies  which  include,  or which  is under  common  control  with,  the
     Company, as determined under Section 414 of the Code.

2.4  Beneficiary. The person or persons entitled to any death benefits under the
     Plan, as determined in accordance with Section 8.

2.5  Code. The Internal Revenue Code of 1986, as amended from time to time.

2.6  Company. Joule Inc.

2.7  Compensation.  The base salary and weekly,  monthly,  and annual incentives
     paid by the Company to an employee.

2.8  Deferral  Election.  A written  notice  filed by the  participant  with the
     Payroll  Department of the Company on such form as the Administrator  shall
     establish specifying the amount (if any) of Compensation to be deferred.

2.9  Disability.  Any permanent  physical or mental  disability  that either (i)
     entitles a Participant  to disability  benefits  under the Social  Security
     Act, a  Company-sponsored  long-term  disability plan, or another long-term
     disability  plan  covering the  Participant,  or (ii) is  determined by the
     Company's  Board  of  Directors  in its sole  discretion  to  qualify  as a
     Disability for purposes of this Plan.

2.10 Effective Date. October 1, 2001.


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2.11 Elective  Deferral Account.  The bookkeeping  subaccount of a Participant's
     Account  consisting of Compensation  deferred pursuant to the Participant's
     Deferral  Election,  as  adjusted  to reflect  deemed  earnings  and losses
     attributable thereto.

2.12 Eligible  Employee.  Any employee of the Company or an  Affiliate  who is a
     member of a select group of management or highly compensated  employees and
     who is  designated  by the  Company's  Board of  Directors  as  eligible to
     participate herein.

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

2.14 Investment Measurement Election. A Participant's election under Section 5.2
     of the investment fund or funds used to measure the investment  performance
     of the Participant's Account.

2.15 Matching  Contribution.  An amount  credited  to a  Participant's  Matching
     Contribution Account pursuant to Section 4.

2.16 Matching   Contribution   Account.   The   bookkeeping   subaccount   of  a
     Participant's Account consisting of Matching Contributions,  as adjusted to
     reflect deemed earnings and losses attributable thereto.

2.17 Participant.   An  Eligible  Employee  who  has  become  a  Participant  in
     accordance with Section 3.1 and whose benefits under the Plan have not been
     distributed.

2.18 Plan. This Joule Inc. Deferred  Compensation  Plan, as amended from time to
     time.

2.19 Plan Year. The calendar year. The first Plan Year shall be the short period
     commencing on the Effective Date and ending December 31, 2001.

2.20 Retirement.   Termination  of  employment  on  or  after  a   Participant's
     attainment of age 65.

2.21 Valuation Date. The last day of each month during the Plan Year.

2.22 Vested Account.  A Participant's  Elective  Deferral Account and the vested
     portion of his or her Matching Contribution Account.

3.   PARTICIPATION AND DEFERRAL ELECTIONS

3.1  Participation.

     (a)  An  Eligible  Employee  shall  become  a  Participant  in the  Plan by
          executing a Deferral Election in accordance with Section 3.2.

     (b)  Once an  Eligible  Employee  becomes  a  Participant,  he or she shall
          remain a Participant until all benefits to which he or she is entitled
          under the Plan have been distributed.

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3.2   Deferral Election.

     (a)  An Eligible  Employee may irrevocably elect to defer a portion (not to
          exceed $50,000) of his or her Compensation otherwise payable in a Plan
          Year by filing a  Deferral  Election  at least  ten days  prior to the
          commencement  of such Plan  Year.  In the case of the short  Plan Year
          commencing on the Effective Date, such election must be filed no later
          than  October  31,  2001,  and  will  be  effective  with  respect  to
          Compensation  payable on or after the date such  Deferral  Election is
          processed  and prior to January 1, 2002.  In the case of an individual
          who becomes an Eligible  Employee  after the beginning of a Plan Year,
          such  individual  may,  within  30 days  after  becoming  an  Eligible
          Employee,  make a  Deferral  Election  with  respect  to  Compensation
          payable on or after the date such  Deferral  Election is processed and
          on or before the last day of such Plan Year.

     (b)  The  deferral of  Compensation  pursuant to a  Participant's  Deferral
          Election shall be accomplished by payroll deduction, and the amount so
          deducted  shall be credited  to the  Participant's  Elective  Deferral
          Account on or before the tenth day of the month following the month in
          which  the  deferred  amount  otherwise  would  have  been paid to the
          Participant.

     (c)  A Participant's Deferral Election shall be effective only with respect
          to  Compensation  otherwise  payable  in the Plan  Year for  which the
          election is made.

3.3  Cessation of Deferrals.

     (a)  A Participant's  Deferral Election with respect to a Plan Year may not
          be modified or revoked after the commencement of such Plan Year except
          as provided in Section 3.3(b).

     (b)  A Participant may petition the  Administrator  for a revocation of his
          or her Deferral  Election in the event of an Unforeseeable  Emergency.
          The approval of such request  shall be within the sole  discretion  of
          the  Administrator,  and such  request  shall  only be  granted if the
          Participant  establishes the existence of the Unforeseeable  Emergency
          to the Administrator's satisfaction. If such request is approved, such
          Deferral  Election  will  be  revoked  with  respect  to  Compensation
          otherwise payable between the effective date of the revocation and the
          end of the  Plan  Year.  An  "Unforeseeable  Emergency"  means  severe
          financial  hardship  to the  Participant  resulting  from a sudden and
          unexpected  illness or accident of the  Participant  or his dependent,
          loss of the Participant's  property due to casualty,  or other similar
          extraordinary and unforeseeable  circumstances  arising as a result of
          events beyond the Participant's control. Examples of circumstances not
          qualifying as an  Unforeseeable  emergency  include the need to send a
          Participant's child to college and the desire to purchase a home.

4.   MATCHING   CONTRIBUTIONS.   The  Company   shall  credit  to  the  Matching
     Contribution Account of each qualifying Participant on or before January 31
     following the end of each Plan Year a Matching Contribution with respect to
     such Plan Year equal


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     to 100% of the amount of Compensation  deferred by such Participant in such
     Plan Year, up to a maximum of $5,000. A Participant shall be eligible for a
     Matching  Contribution with respect to a Plan Year only if he or she either
     (i) is  employed  by the  Company on the last day of such Plan Year or (ii)
     terminates employment during such Plan Year by reason of death, Retirement,
     or Disability.

5.   ACCOUNTS

5.1  Maintenance of Accounts.

     (a)  The  Administrator  shall  maintain  records  showing  the  individual
          balances in each Account and any subaccounts thereof. The balance in a
          Participant's  Elective Deferral Account (i) shall be increased by any
          Compensation  deferrals  credited to such  Account  and by  investment
          measurement  earnings  allocable  to such Account in  accordance  with
          Section  5.2(c),  and (ii)  shall be  decreased  by the  amount of any
          distribution  from such Account and by investment  measurement  losses
          allocable  to such Account in  accordance  with  Section  5.2(c).  The
          balance in a Participant's  Matching Contribution Account (i) shall be
          increased by any Matching  Contributions  credited to such Account and
          by  investment  measurement  earnings  allocable  to such  Account  in
          accordance  with  Section  5.2(d),  and (ii) shall be decreased by the
          amount  of any  distribution  from  such  Account  and  by  investment
          measurement  losses  allocable  to such  Account  in  accordance  with
          Section 5.2(d).

     (b)  A Participant's  Elective  Deferral Account and Matching  Contribution
          Account  shall  be  adjusted  at the  end of  each  month  to  reflect
          investment gains and losses, as determined in accordance with Sections
          5.2(c) and  5.2(d),  respectively.  All  amounts  paid from an Account
          shall be  assumed  to be paid on the  first  day of the month in which
          paid.

5.2  Investment Measurement Elections.

     (a)  Prior to the  commencement  of his or her  participation  in the Plan,
          each Participant shall file on such forms as the  Administrator  shall
          prescribe  an initial  Investment  Measurement  Election  which  shall
          designate from among the deemed  investment  options made available by
          the  Company  from time to time the deemed  investment  options  which
          shall  be  used  to  measure  the   investment   performance   of  the
          Participant's  Elective Deferral Account. Such Investment  Measurement
          Election shall designate the percentage (in whole percent multiples of
          at least 10% each) of each portion of the  Participant's  Account that
          is  requested  to be deemed  invested  in such  respective  investment
          measurement options.  The available investment  measurement options as
          of the date hereof are set forth in Exhibit A.

     (b)  Investment Measurement Elections shall remain in effect until changed.
          A Participant  may change his or her Investment  Measurement  Election
          effective on the first day of any calendar  quarter by filing a change
          in election  form at any time during the last 30 days of the preceding
          calendar quarter.


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     (c)  As of each  Valuation Date the  Administrator  shall compute the total
          return  since  the  preceding   Valuation  Date  for  each  investment
          measurement  option. The portion of a Participant's  Elective Deferral
          Account  deemed  invested  in each  such  investment  option  shall be
          credited or debited with investment  measurement gain or loss based on
          the total  return  as so  calculated.  As of the end of each  calendar
          quarter,  the  Administrator  shall charge against the total return of
          each investment  measurement  option that quarter's  money  management
          fees,   mortality   charges,   and  investment   expenses   associated
          specifically with such investment measurement option.

     (d)  The Company shall select the investment  measurement option that shall
          be  used  for  imputing  investment  measurement  gain  or  loss  to a
          Participant's  Matching  Contribution  Account. The Company may change
          such  investment  measurement  option  from  time to time in its  sole
          discretion.  As of each Valuation Date the Administrator shall compute
          the  total  return  since  the  preceding   Valuation  Date  for  such
          investment   measurement  option,  and  each  Participant's   Matching
          Contribution  Account  shall be  credited or debited  with  investment
          measurement  gain or loss based on the total return as so  calculated.
          As of the end of each calendar quarter, the Administrator shall charge
          against the total return of such  investment  measurement  option that
          quarter's money management  fees,  mortality  charges,  and investment
          expenses  associated  specifically  with such  investment  measurement
          option.

     (e)  References in the Plan to Investment Measurement Elections, investment
          measurement options,  and investment  measurement gain or loss are for
          the sole purpose of attributing hypothetical investment performance to
          each Participant's  Account.  Nothing herein shall require the Company
          to invest,  earmark,  or set aside its general  assets in any specific
          manner.

6.   VESTING OF ACCOUNT.

6.1  Immediate Vesting of Elective Deferral  Account.  A Participant's  Elective
     Deferral Account shall be fully vested at all times.

6.2  Class-Year  Vesting of  Matching  Contribution  Account.  The  portion of a
     Participant's   Matching  Contribution  Account  attributable  to  Matching
     Contributions  allocated  to such  Account  with respect to a Plan Year (as
     adjusted to reflect investment measurement gain or loss credited or debited
     with  respect  to such  Matching  Contributions)  shall  vest  based on the
     following table:


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           Completed Years of Employment               Percent Vested
           Subsequent To Plan Year for Which           --------------
           Matching Contribution Was Made
           ------------------------------
           Less than 1                                       0%
           1 but less than 2                                20
           2 but less than 3                                40
           3 but less than 4                                60
           4 but less than 5                                80
           5 or more                                       100

     Notwithstanding the foregoing, a Participant's entire Matching Contribution
     Account  shall  become  100%  vested  in the  event  of such  Participant's
     termination of employment by reason of Retirement,  death or Disability. In
     the  event of a  Participant's  termination  of  employment  for any  other
     reason,  the unvested portion of his or her Matching  Contribution  Account
     shall be forfeited.

7.   DISTRIBUTION OF BENEFITS.

7.1  Benefit Payment Election.

     (a)  Prior to the  commencement  of his or her  participation  in the Plan,
          each  Participant  shall  file a  benefit  payment  election  with the
          Administrator  on  such  form  as the  Administrator  shall  prescribe
          specifying  (i) whether the  Participant's  benefit is to be paid in a
          lump sum or in substantially equal annual installments,  (ii) the year
          in which such lump-sum payment is to be made or such  installments are
          to commence,  (iii) if  installments  are elected,  the number of such
          installments  (not to exceed  five).  No  portion  of a  Participant's
          benefit  may be  distributed  prior to his  separation  from  service.
          Lump-sum payments may not be made later than, and installment payments
          may not  extend  beyond,  the  sixth  anniversary  of the  date of the
          Participant's separation from service.

     (b)  In the event a Participant  fails to make an initial  benefit  payment
          election  pursuant to Section 7.1(a),  he shall be deemed to have made
          an initial  election  to receive  his  benefit in a lump sum within 30
          days  following the date of his  retirement or other  separation  from
          service.

7.2  Change in Election. A Participant's benefit payment election may be changed
     from  time  to  time,  provided,  however,  that no such  change  shall  be
     effective  if the  Participant's  separation  from service from the Company
     occurs  less than 12 months  after  the date such  change is made.  In such
     event the Participant's benefit shall be paid in accordance with his or her
     most recent election or change in election (other than a change in election
     made less than 12 months before his or her separation from service).


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7.3  Distribution  of Benefits.  Except as otherwise  provided in Section 7.4, a
     Participant's  Vested Account shall be  distributed in accordance  with his
     benefit payment  election made pursuant to Section 7.1 (after giving effect
     to any modifications to such election pursuant to Section 7.2). The payment
     of any installment or lump sum shall, in accordance with the  Participant's
     election,  be  made  either  (i)  within  30  days  after  the  date of the
     Participant's separation from service or (ii) during the first 30 days of a
     calendar year commencing after the Participant separates from service. Each
     installment   or  lump-sum   payment   shall  be  made   ratably  from  the
     Participant's  Elective  Deferral  Account and the vested portion of his or
     her Matching Contribution Account.

7.4  Death of a  Participant.  In the event of a  Participant's  death before or
     after  commencement  of  distributions  from  his  or  her  Account,   then
     notwithstanding  the Participant's  Benefit Payment Election the balance in
     his or her Account shall be distributed to the Participant's Beneficiary in
     a lump sum on or about  the  first day of the  third  month  following  the
     Participant's death.

8.   BENEFICIARIES.

8.1  Beneficiary Designation by Participant. A Participant may from time to time
     designate  one or more  Beneficiaries  to receive  such  benefits as may be
     payable  under  the  Plan on or after  the  Participant's  death.  Any such
     designation  will be  effective  only if  filed  during  the  Participant's
     lifetime, and shall revoke all prior designations by the Participant.

8.2  Default  Provisions.  If at the time a benefit  payment is due  following a
     Participant's  death there is no living  Beneficiary  validly  named by the
     Participant,  the Company  shall pay any such  benefit  payment in order of
     priority  to (i) the  Participant's  spouse,  (ii) the  Participant's  then
     living descendants, if any, per stirpes, or (iii) the Participant's estate.
     In  determining  the existence or identity of anyone  entitled to a benefit
     payment,  the Administrator may rely conclusively upon information supplied
     by the Participant's personal  representative,  executor, or administrator.
     If a question  arises as to the existence or identity of anyone entitled to
     receive a benefit payment,  or if a dispute arises with respect to any such
     payment,  the  Administrator  may, in its sole discretion,  distribute such
     payment to the Participant's  estate without liability for any tax or other
     consequences  that might flow therefrom or may take such other action as it
     deems appropriate.

9.   PLAN  ADMINISTRATION.  The  Administrator  shall  administer  the  Plan  in
     accordance with its terms and shall have all powers  necessary to carry out
     the  provisions  of the Plan,  including  without  limitation  the power to
     delegate specific  responsibilities for the operation and administration of
     the Plan to employees  or agents.  The  Administrator  shall be entitled to
     rely conclusively upon all tables, valuations, certifications, opinions and
     reports furnished by any actuary, accountant,  controller, counsel or other
     person employed or engaged by the  Administrator  with respect to the Plan.
     The  Administrator  shall  interpret  the  Plan  and  shall  determine  all
     questions arising in the administration, interpretation, and application of
     the Plan,  including  but not limited to questions of  eligibility  and the
     status and rights of employees,  Participants,  and other persons. Benefits
     shall  be paid  under  the  Plan  only  if the  Administrator  in its  sole
     discretion


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     determines  that the applicant is entitled to them. Any such  determination
     by the Administrator shall be conclusive and binding on all persons.

10.  CHANGE IN CONTROL

10.1 Notwithstanding  any other  provision  hereof,  in the event of a Change in
     Control  (as  defined  in  Section  10.2),   the  entire  balance  in  each
     Participant's  Matching Contribution Account shall become fully vested, and
     the Participant's entire Account balance shall be distributed in a lump sum
     to such  Participant  or his or her  surviving  Beneficiary  within 90 days
     following such Change in Control.

10.2 For purposes of the Plan, a "Change in Control" means the occurrence of any
     of the following:

     (a)  The acquisition by any person,  entity or "group",  within the meaning
          of  Section  13(d)(3)  of the  Securities  Exchange  Act of 1934  (the
          "Exchange  Act"),  other than the  Logothetis  Family,  of  beneficial
          ownership  (within  the  meaning of Rule 13d-3  promulgated  under the
          Exchange Act) of 25% or more of either the then outstanding  shares of
          common  stock  or the  combined  voting  power of the  Company's  then
          outstanding  voting  securities  entitled  to  vote  generally  in the
          election of directors;  provided,  however,  that such event shall not
          constitute a Change in Control unless and until the percentage of such
          securities owned beneficially by such person, entity or group is equal
          to or  more  than  the  percentage  owned  beneficially,  directly  or
          indirectly, by the Logothetis Family. For purposes of this definition,
          the term the  "Logothetis  Family" shall mean the family of Emanuel N.
          Logothetis, his descendants' and members of such descendants' families
          and trusts for the  benefit  of, and  corporations  or other  entities
          owned or controlled by, such persons; or

     (b)  Individuals  who,  as of  October  1,  2001,  constitute  the Board of
          Directors  of the Company  (as of such date,  the  "Incumbent  Board")
          cease for any reason to constitute at least a majority of the Board of
          Directors of the Company, provided that any person becoming a director
          subsequent  to October  1, 2001  whose  election,  or  nomination  for
          election by the Company's  shareholders,  was approved by a vote of at
          least a majority of the directors then  comprising the Incumbent Board
          (other than an election or nomination  of an individual  whose initial
          assumption  of office is in  connection  with an actual or  threatened
          election  contest  relating to the  election of the  Directors  of the
          Company,  as such  terms  are used in Rule  14a-11 of  Regulation  14A
          promulgated  under the  Exchange  Act) shall be, for  purposes of this
          Agreement,  considered  as  though  such  person  were a member of the
          Incumbent Board; or

     (c)  Approval  by the  stockholders  of the  Company  of a  reorganization,
          merger, or  consolidation,  in each case, as a result of which persons
          who were the  stockholders  of the Company  immediately  prior to such
          reorganization,   merger   or   consolidation   do  not,   immediately
          thereafter, own more than 50% of the combined voting power entitled to
          vote generally in the election of directors of

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          the  reorganized,  merged or consolidated  company's then  outstanding
          voting  securities,  or a liquidation or dissolution of the Company or
          of the sale of all or substantially  all of the assets of the Company;
          or

     (d)  Approval  by the  stockholders  of the  Company  of the  sale or other
          transfer of all or  substantially  all of the assets of the Company to
          another person, entity or group; or

     (e)  Approval  by the  stockholders  of the Company of the  liquidation  or
          dissolution of the Company; or

     (f)  The  occurrence  of a "Rule  13e-3  transaction"  (as  defined in Rule
          13e-3(a)(3)  of the Exchange  Act) with respect to the Common Stock of
          the Company.

11.  GENERAL PROVISIONS.

11.1 Adverse Determination With Respect to Plan or Participant.

     (a)  Notwithstanding  any  other  provision  hereof,  in  the  event  of  a
          determination by the Internal Revenue Service or a final determination
          by  a  court  or  competent  jurisdiction  that  amounts  credited  to
          Participants' Accounts hereunder are includible in Participants' gross
          incomes,  the Administrator  may in its sole discretion  distribute to
          Participants  the  entire  balance  in their  Accounts  and  cause the
          cessation of future deferrals of Compensation.

     (b)  In the event of a determination  by the Department of Labor or a final
          determination of a court of competent  jurisdiction  that with respect
          to a  Participant  the Plan is subject to Part 2, 3 or 4 of Title I of
          ERISA,  the  Administrator  may in its sole discretion  distribute the
          entire amount credited to the Participant's Account to the Participant
          and cause the cessation of future  deferrals of  Compensation  by that
          Participant.

11.2 Source of Benefits.

     (a)  The Plan is an unfunded plan maintained by the Company for the purpose
          of providing deferred compensation for a select group of management or
          highly compensated employees. Benefits under the Plan shall be payable
          from the general  assets of the Company except to the extent paid from
          the Joule Inc.  Deferred  Compensation  Plan Trust (a grantor trust of
          the type  commonly  known as a "rabbi  trust").  The Plan shall not be
          construed as conferring on a Participant any right,  title,  interest,
          or claim in or to any specific asset, reserve, account, or property of
          any kind possessed by the Company. To the extent that a Participant or
          any  other  person  acquires  a right  to  receive  payments  from the
          Company, such right shall be no greater than the right of an unsecured
          general creditor.

     (b)  In the  event  that,  in its  discretion,  the  Company  purchases  an
          insurance  policy or policies  insuring the life of a Participant,  or
          Company Employee,  to allow the Company to recover or meet the cost of
          providing  benefits  in whole or in part,


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          hereunder, no participant beneficiary shall have any rights whatsoever
          therein or in said policy or the proceeds therefrom. The Company shall
          be the sole  owner and  beneficiary  of any such  insurance  policy or
          property and shall possess and may exercise all incidents of ownership
          therein.

11.3 No  Contract  of  Employment.  The  establishment  of the Plan shall not be
     construed  as  conferring  any  legal  rights  upon any  Participant  for a
     continuation  of employment,  nor shall it interfere with the rights of the
     Company to discharge a Participant  and to treat him or her without  regard
     to  the  effect  which  such  treatment  might  have  upon  him or her as a
     Participant in the Plan.

11.4 Benefits Not  Transferable.  No participant or beneficiary  under this Plan
     shall have any power or right to transfer, assign, anticipate,  hypothecate
     or otherwise  encumber any part of all the amounts  payable  hereunder.  No
     such  amounts  shall be  subject to  seizure  by any  creditor  of any such
     Participant or beneficiary,  by a proceeding at law or in equity, nor shall
     such  amounts  be  transferable  by  operation  of  law  in  the  event  of
     bankruptcy,  insolvency,  or death of the Participant or  beneficiary.  Any
     such attempted assignment shall be void.

11.5 Facility of Payment.  If a distribution  is to be made to a minor,  or to a
     person who is otherwise  incompetent,  then the  Administrator  may, in its
     discretion,  make such distribution (i) to the legal guardian,  or if none,
     to a parent  of a minor  payee  with whom the  payee  maintains  his or her
     residence,  or (ii) to the  conservator  or committee  or, if none,  to the
     person having custody of an incompetent  payee. Any such distribution shall
     fully  discharge the  Administrator,  the Company and the Plan from further
     liability on account thereof.

11.6 Withholding.  As a condition  to a  Participant's  entitlement  to benefits
     hereunder,  the  Company  shall have the right to deduct  from any  amounts
     otherwise  payable  to a  Participant,  whether  pursuant  to the  Plan  or
     otherwise,  or  otherwise  to collect  from the  Participant,  any required
     withholding taxes with respect to benefits under the Plan.

12.  CLAIMS PROCEDURE.

12.1 Claim. A person who believes that he or she is being denied of a benefit to
     which he or she is entitled  under the Plan  (hereinafter  referred to as a
     "Claimant")  may file with the  Administrator  a written  request  for such
     benefit  setting  forth his or her claim.  The request must be addressed to
     the Administrator at its then principal place of business.

12.2 Claim Decision. Upon receipt of a claim, the Administrator shall advise the
     Claimant  that a reply will be  forthcoming  within a reasonable  period of
     time,  but  no  later  than  90  days  after  receipt  of  the  claim.  The
     Administrator  may,  however,  extend the reply period for an additional 90
     days if special  circumstances  exist.  In such case,  the Claimant will be
     notified in writing of such extension,  the relevant special  circumstances
     and the date by which a  response  will be made.  If the claim is denied in
     whole or in part, the  Administrator  shall provide a written  explanation,
     using language  calculated to be understood by the Claimant,  setting forth
     to the extent applicable:


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<PAGE>

     (i)  The specific reasons for such denial;

     (ii) Specific reference to pertinent  provisions of this Plan on which such
          denial is based;

     (iii)A description of any additional material or information  necessary for
          the Claimant to perfect his or her claim and an  explanation  why such
          material or such information is necessary;

     (iv) Appropriate  information  as to the steps to be taken if the  Claimant
          wishes to submit the claim for review;

     (v)  The time limits for requesting a review under subsection (iii) and for
          review under subsection (iv) hereof; and

     (vi) a statement  of the  Claimant's  right to bring a civil  action  under
          Section 502(a) of ERISA.

12.3 Request for  Review.  Within 60 days after  receipt by the  Claimant of the
     written denial  described  above,  the Claimant may request in writing that
     the  Company  through  its Board of  Directors  review the  Administrator's
     determination.  Such request must be addressed to the  Administrator of the
     Company at its then principal place of business. The Claimant or his or her
     duly authorized  representative may submit for consideration by the Company
     written comments,  documents, records and other information relating to the
     claim for benefits.  The Company shall provide  Claimant,  upon request and
     free of charge, reasonable access to, and copies of, all documents, records
     and other information relevant to the claim for benefits. The Company shall
     review  any and all  comments,  documents,  records  and other  information
     submitted  by  Claimant,  whether  or not  such  items  were  submitted  or
     considered in the initial benefit  determination.  If the Claimant does not
     request a review of the determination  within such 60-day period, he or she
     shall be barred and estopped from challenging the determination.

12.4 Review of Decision.  Within a reasonable  period of time, but no later than
     60 days after the  Company's  receipt of a request for review,  the Company
     shall render an opinion, written in a manner calculated to be understood by
     the Claimant,  setting  forth:  (i) the specific  reasons for the decision;
     (ii) specific references to the pertinent  provisions of this Plan on which
     the decision is based;  (iii) a statement  that the Claimant is entitled to
     receive, upon request and free of charge,  reasonable access to, and copies
     of, all documents,  records and other information relevant to the claim for
     benefits;  and (iv) a statement  that the Claimant has the right to bring a
     civil  action  under  Section  502(a) of ERISA.  If  special  circumstances
     require that the 60-day time period be extended, the Company will so notify
     the Claimant  prior to the  expiration of the initial  60-day period of the
     reason for such extension and will render the decision as soon as possible,
     but no later than 120 days after  receipt of the request  for  review.  The
     decision of the Company's  Board of Directors shall be final and binding on
     all parties and may not be further appealed by any party except as provided
     in Section 13.


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<PAGE>

13.  ARBITRATION

13.1 Applicable Rules and Laws. Any controversy  relating to a claim arising out
     of or in  relation  to this Plan,  including  but not limited to claims for
     benefits due under this Plan,  claims for the enforcement of ERISA,  claims
     based on the federal common law of ERISA,  claims  alleging  discriminatory
     discharge  under ERISA,  claims based on state law, and assigned  claims in
     relation to this Plan,  shall be settled by arbitration in accordance  with
     the then current Employee Benefit Claims  Arbitration Rules of the American
     Arbitration Association (the "AAA") or any successor rules which are hereby
     incorporated into the Plan by this reference;  provided, however, that both
     the  Company and the  Participant  shall have the right at any time to seek
     equitable relief in court without submitting the issue to arbitration.

13.2 Exhaustion of Administrative Remedy. Neither the Participant (or his or her
     Beneficiary)  nor  the  Plan  may be  required  to  submit  such  claim  or
     controversy to arbitration  until the  Participant or Beneficiary has first
     exhausted  the  Plan's  initial  appeals   procedures.   However,   if  the
     Participant or Beneficiary  and the Company agree to do so, they may submit
     the claim or  controversy to arbitration at any point during the processing
     of the dispute.

13.3 Costs.  The Company will bear all costs of an arbitration,  except that the
     Participant will pay the filing fee set by the AAA and the arbitrator shall
     have the power to apportion among the parties  expenses such as pre-hearing
     discovery,  travel,  experts' fees,  accountants' fees, and attorneys' fees
     except as otherwise  provided herein.  The decision of the arbitrator shall
     be final and binding on all parties, and judgment on the arbitrator's award
     may be entered in any court of competent jurisdiction.

13.4 Statute  of  Limitations:  If there is a dispute  as to  whether a claim is
     subject to arbitration,  the arbitrator  shall decide that issue. The claim
     must be filed  with the AAA within the  applicable  statute of  limitations
     period.  The arbitrator shall issue a written  determination  sufficient to
     ensure consistent application of the Plan in the future.

13.5 Place of Hearing and  Selection  of  Arbitrator.  Any  arbitration  will be
     conducted in accordance with the following provisions,  notwithstanding the
     Rules of the AAA.  The  arbitration  will take place in a neutral  location
     within the metropolitan area in which the Participant was or is employed by
     the Company.  The arbitrator will be selected from the attorney  members of
     the Commercial Panel of the AAA who reside in the  metropolitan  area where
     the  arbitration  will  take  place  and  have at  least 5 years  of  ERISA
     experience.  If an arbitrator  meeting such  qualifications is unavailable,
     the arbitrator  will be selected from the attorney  members of the National
     Panel of Employee Benefit Claims Arbitrators established by the AAA.

13.6 Discovery.  In any  such  arbitration,  each  party  shall be  entitled  to
     discovery  of any other party as  provided  by the  Federal  Rules of Civil
     Procedure  then in  effect;  provided,  however,  that  discovery  shall be
     limited to a period of 60 days.  The  arbitrator  may make orders and issue
     subpoenas as necessary.  The arbitrator  shall apply ERISA, as construed


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<PAGE>

     in the  federal  Circuit  in which  the  arbitration  takes  place,  to the
     interpretation  of  the  Plan  and  the  Federal  Arbitration  Act  to  the
     interpretation of this arbitration provision.

14.  AMENDMENT  OR  TERMINATION.  The  Board  reserves  the  right  to  amend or
     terminate  this Plan at any time;  provided,  however,  that  without  such
     Participant's  written  consent,  no amendment or  termination  of the Plan
     shall  adversely  affect  the  right  of any  Participant  to  receive,  or
     otherwise result in a material adverse effect on such Participant's  rights
     under the Plan with respect to, his or her accrued  benefits as  determined
     as of the date of  amendment  or  termination.  The  lump-sum  payment to a
     Participant  of his or her entire Account  balance upon a Plan  termination
     shall not be deemed to violate the proviso of the preceding sentence.

15.  NOTICE.  Any notice,  consent or demand  required or  permitted to be given
     under the  provisions  of this Plan shall be in writing and shall be signed
     by the party giving or making the same.  If such notice,  consent or demand
     is  mailed,  it shall be sent by  United  States  certified  mail,  postage
     prepaid,  addressed to the  addressee's  last known address as shown on the
     records of the Company.  The date of such mailing  shall be deemed the date
     of notice  consent  or demand.  Any person may change the  address to which
     notice is to be sent by  giving  notice of the  change  of  address  in the
     manner aforesaid.

16.  GOVERNING  LAW.  The Plan and the rights  and  obligations  of all  persons
     hereunder shall be governed by and construed in accordance with the laws of
     the State of New Jersey,  other than its laws  regarding  choice of law, to
     the extent that such state law is not preempted by federal law.

17.  IN WITNESS  WHEREOF,  the Company has executed  this Plan as of the day and
     year above first written.


ATTEST:                                    JOULE INC.


________________________, Secretary        By:_________________________
                                           Title:  President





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