NON-STANDARDIZED 401(k) PLAN
                              DEAN WITTER VIP PLUS
                            ADOPTION AGREEMENT #009
                          NON-STANDARDIZED 401(k) PLAN
                                (Pages 1 to 18)
                          (PAIRED PROFIT SHARING PLAN)



    The  undersigned, Spice Entertainment Companies, Inc. ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the Dean Witter Versatile Investment Program Defined Contribution Master Plan
(basic plan document #01) by adopting the accompanying Plan and Trust in full as
if the Employer were a signatory to that Agreement.  The Employer makes the
following elections granted under the provisions of the Master Plan.



                                    ARTICLE I
                                   DEFINITIONS

     1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: 
     [Choose (a) or (b)]

[ ] (a) A discretionary Trustee. See Section 10.03(A) of the Plan.
[X] (b) A nondiscretionary Trustee. See Section 10.03(B) of the Plan.
       [Note: The Employer may not elect Option (b) if a Custodian 
       executes the Adoption Agreement.]

    1.03 PLAN. The name of the Plan as adopted by the Employer is Spice 
         Entertainment  Companies,  Inc. 401 (k) Tax Deferred Savings Plan.

    1.07 EMPLOYEE. The following  Employees are not eligible to participate in 
         the Plan: [Choose (a) or at least one of (b) through (g)]

[ ]   (a) No exclusions.
[X]   (b) Collective  bargaining  employees (as defined in Section 1.07 of the 
          Plan). [Note: If the Employer excludes union employees
          from the Plan,  the Employer must be able to provide evidence that 
          retirement benefits were the subject of good faith
          bargaining.]
[X]  (c)  Nonresident  aliens who do not receive any earned income [as
          defined  in Code Section 911(d)(2)] from the Employer which 
          constitutes United States source income [as defined in Code Section
          861(a)(3)].
[ ]  (d)  Commission Salesmen.
[ ]  (e)  Any Employee compensated on a salaried basis.
[ ]  (f)  Any Employee compensated on an hourly basis.
[ ]  (g)  (Specify) ___________________________________.

Leased Employees. Any Leased Employee treated as an Employee under Section 1.31 
of the Plan, is: [Choose (h) or (i)]

[X] (h) Not eligible to participate in the Plan.
[ ] (i) Eligible to participate in the Plan, unless excluded by reason of
        an exclusion classification elected under this Adoption Agreement
        Section 1.07.

Related Employers.  If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition:
[Choose (j) or (k)]

[X] (j) No other related group member's Employees are eligible to participate 
        in the Plan.
[ ] (k) The following nonparticipating related group member's Employees
        are eligible to participate in the Plan unless excluded by reason of an
        exclusion classification elected under this Adoption Agreement Section
        1.07: _______________________________________________________________.

    1.12 COMPENSATION.
         Treatment of elective contributions. [Choose (a) or (b)]

[X] (a) "Compensation" includes elective contributions made by the Employer on 
        the Employee's behalf.
[ ] (b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. [Choose (c) or at least one of (d) 
through (j)]

[ ] (c) No modifications other than as elected under Options (a) or (b).
[ ] (d) The Plan excludes Compensation in excess of $__________________.
[ ] (e) In  lieu of the definition in  Section 1.12 of the Plan,
        Compensation means any earnings reportable as W-2 wages for Federal
        income tax withholding purposes, subject to any other election under
        this Adoption Agreement Section 1.12.
[X] (f) The Plan excludes bonuses.
[ ] (g) The Plan excludes overtime.
[ ] (h) The Plan excludes Commissions.
[ ] (i) Compensation will not include Compensation from a related employer 
        (as defined in Section 1.30 of the Plan) that has not executed
        a Participation Agreement in this Plan unless, pursuant to Adoption
        Agreement Section 1.07, the Employees of that related employer are
        eligible to participate in this Plan.
[ ] (j) (Specify) ____________________________.

If, for any Plan Year, the Plan uses permitted  disparity in the contribution or
allocation  formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Non highly
Compensated Employee.

Special definition for matching  contributions. "Compensation" for purposes of 
any matching contribution formula under Article III means: [Choose (k) or (l) 
only if applicable]

[X] (k) Compensation as defined in this Adoption Agreement Section 1.12.
[ ] (l) (Specify) _____________________________________________________.

Special  definition for salary  reduction  contributions.  An Employee's  salary
reduction agreement applies to his Compensation determined prior to the 
reduction authorized by that salary reduction agreement, with the following
exceptions: [Choose (m) or at least one of (n) or (o), if applicable]

[X] (m) No exceptions.
[ ] (n) If the Employee makes elective contributions to another plan 
        maintained by the Employer, the Advisory Committee
        will determine the amount of the Employee's salary reduction 
        contribution for the withholding period: [Choose (1) or (2)]

[ ] (1) After the reduction for such period of elective contributions to the
        other  plan(s).
[ ] (2) Prior to the  reduction for such period of 
        elective contributions to the other plan(s).

[ ] (o) (Specify) _________________________________.

    1.17 PLAN YEAR/LIMITATION YEAR.
         Plan Year. Plan Year means: 
         [Choose (a) or (b)]

[X] (a) The 12 consecutive month period ending every  12/31.
[ ] (b) (Specify) _________________________________________.

Limitation Year. The Limitation Year is: [Choose (c) or (d)]

[X] (c) The Plan Year.
[ ] (d) The 12 consecutive month period ending every
              .
    1.18 EFFECTIVE DATE.
         New Plan. The "Effective Date" of the Plan is  ___________________.   

Restated Plan. The restated Effective Date is  11/1/97.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established 1/1/93.
[Note: See the Effective Date Addendum.]

   1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: 
        [Choose (a) or (b)]

[X] (a) The actual method.
[ ] (b) The  ________________________________ equivalency method, except:

    [ ] (1) No exceptions.
    [ ] (2) The actual method applies for purposes of:
           (Choose at least one)

            [ ] (i)    Participation under Article II.
            [ ] (ii)   Vesting under Article V.
            [ ] (iii)  Accrual of benefits under Section 3.06.

[Note:  On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

    1.29 SERVICE FOR PREDECESSOR  EMPLOYER. In addition to the predecessor 
         service the Plan must credit by reason of Section 1.29 of the Plan, 
         the Plan credits Service with the following predecessor employer(s):
         N/A.  Service with the designated predecessor employer(s) applies:
         [Choose at least one of (a) or (b); (c) is available only in addition
         to (a) or (b)].

[ ] (a) For purposes of participation under Article II. 
[ ] (b) For purposes of vesting under Article V. 
[ ] (c) Except the following  Service: _____. 
        [Note: If the Plan does not credit any predecessor service under this 
        provision,  insert "N/A" in the first blank line.  The Employer  
        may attach a schedule to this Adoption Agreement, in the same format 
        as this Section 1.29, designating additional predecessor employers 
        and the applicable service crediting elections.]

    1.31 LEASED EMPLOYEES.  If a Leased Employee is a Participant in the Plan 
         and also participates in a plan  maintained by the leasing 
         organization: 
         [Choose (a) or (b)]

[X] (a) The Advisory Committee will determine the Leased Employee's
        allocation of Employer contributions under Article III without taking
        into account the Leased Employee's allocation, if any, under the
        leasing organization's plan.
[ ] (b) The Advisory Committee will reduce a Leased Employee's allocation
        of Employer nonelective contributions (other than designated qualified
        nonelective contributions) under this Plan by the Leased Employee's
        allocation under the leasing organization's plan, but only to the
        extent that allocation is attributable to the Leased Employee's service
        provided to the Employer. The leasing organization's plan:

[ ] (1) Must be a money purchase plan which would satisfy the definition
        under Section 1.31 of a safe harbor plan, irrespective of whether 
        the safe harbor exception applies.
[ ] (2) Must satisfy the features  and, if a defined  benefit plan, the method 
        of reduction  described in an addendum to this Adoption Agreement, 
        numbered 1.31.

                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

    2.01 ELIGIBILITY.
         Eligibility  conditions. To become a Participant in the Plan, an 
         Employee must satisfy the following eligibility conditions:
         [Choose (a) or (b) or both; (c) is optional as an additional election]

[X] (a) Attainment of age 21 (specify age, not exceeding 21).
[X] (b) Service requirement. [Choose one of (1) through (3)]

    [X] (1) One Year of Service.
    [ ] (2) ___________________________________ months (not exceeding 12) 
            following the Employee's Employment Commencement Date.
    [ ] (3) One Hour of Service.

[ ] (c) Special requirements for non-401(k) portion of plan. [Make elections 
        under (1) and under (2)]

   (1) The requirements of this Option (c) apply to participation in: 
       [Choose at least one of (i) through (iii)]

       [ ] (i)   The allocation of Employer nonelective contributions and 
                 Participant forfeitures.
       [ ] (ii)  The allocation of Employer matching contributions (including 
                 forfeitures allocated as matching contributions).
       [ ] (iii) The allocation of Employer qualified nonelective contributions.

   (2) For participation in the allocations described in (1), the eligibility 
       conditions are:
       [Choose at least one of (i) through (iv)]

       [ ] (i)   _________ (one or two) Year(s)of Service, without an
                 intervening  Break in Service (as described in Section
                 2.03(A) of the Plan) if the  requirement is two Years of
                 Service.
       [ ] (ii)  _________________________________ months (not exceeding 24) 
                 following the Employee's Employment Commencement Date.
       [ ] (iii) One Hour of Service.
       [ ] (iv)  Attainment of age __________________. (Specify age, not 
                 exceeding 21.)

Plan Entry Date. "Plan Entry Date" means the Effective Date and: [Choose (d),
(e) or (f)]

[ ] (d) Semi-annual Entry Dates. The first day of the Plan Year and the first 
        day of the seventh month of the Plan Year.
[ ] (e) The first day of the Plan Year.
[X] (f) (Specify entry dates): As of 1/1, 4/1, 7/1 and 10/1.

Time of Participation.  An Employee will become a Participant [and, if
applicable, will participate in the allocations described in Option (c)(1)],
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): [Choose (g), (h) or (i)]

[X] (g) immediately following
[ ] (h) immediately preceding
[ ] (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) [or in Option (c)(2) if applicabl of this Adoption Agreement
Section 2.01.  [Note:  The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f).  Unless  otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier  of:  (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code Section 410(a); or 
(2) 6 months after the date the Employee completes those requirements.]

Dual eligibility.  The eligibility conditions of this Section 2.01 apply to:
[Choose (j) or (k)]

[X] (j) All Employees of the Employer, except:
        (Choose (1) or (2)]

    [X] (1) No exceptions.
    [ ] (2) Employees who are Participants in the Plan as of the Effective Date.

[ ] (k) Solely to an Employee employed by the Employer after ________________.  
        If the Employee was employed by the Employer on or before the specified 
        date, the Employee will become a Participant: [Choose (1), (2) or (3)]

[ ] (1) On the  latest  of the Effective Date, his Employment Commencement 
        Date or the date he attains age (not to exceed 21).
[ ] (2) Under the  eligibility  conditions  in effect under the Plan
        prior to the restated Effective Date.  If the restated Plan
        required more than one Year of Service to participate, the
        eligibility condition under this Option (2) for  participation in
        the Code Section 401(k) arrangement under this Plan is one Year of
        Service for Plan Years beginning after December 31, 1988.  (For
        restated plans only.)
[ ] (3) (Specify) _______________________________________________________.

    2.02 YEAR OF SERVICE - PARTICIPATION.
         Hours of Service. An Employee must complete:
         [Choose (a) or (b)]

[X](a)  1,000 Hours of Service.
[ ](b)  _______________________Hours of Service during an eligibility 
        computation  period to receive credit for Year of Service.
        [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation 
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: [Choose (c) or (d)]

[X] (c) The 12 consecutive  month period beginning with each anniversary of an
        Employee's  Employment  Commencement Date. 
[ ] (d) The Plan Year, beginning with the Plan Year which includes the first 
        anniversary of the Employee's Employment Commencement Date.

    2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described 
         in Section 2.03(B) of the Plan:
         [Choose (a) or (b)]

[X] (a) Does not apply to the Employer's Plan.
[ ] (b) Applies to the Employer's Plan.

    2.06 ELECTION NOT TO PARTICIPATE. The Plan: [Choose (a) or (b)]

[X] (a) Does not permit an eligible Employee or a Participant to elect not to 
        participate.
[ ] (b) Does permit an eligible Employee or a Participant to elect not to 
        participate in accordance with Section 2.06 and with the following 
        rules:
        [Complete (1), (2), (3) and (4)]

        (1) An election is effective for a Plan Year if filed no later than
            ______________________________.              .
        (2) An election not to participate must be effective for at least 
            __________ Plan Year(s).
        (3) Following a reelection to participate, the Employee or Participant:

[ ] (i)  May not again elect not to participate for any subsequent Plan Year.
[ ] (ii) May  again  elect  not to  participate,  but  not earlier than 
         _____________________ following the Plan Year in which the reelection 
         first was effective.

    (4) (Specify) ___________________________________________________
         ____________________________________________________________.
         (Insert "N/A" if no other rules apply.)


                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

    3.01 AMOUNT.
         Part I.  [Options (a) through (g)] Amount of Employer's 
         contribution.  The Employer's annual contribution to the 
         Trust  will  equal the total amount of deferral contributions, 
         matching contributions, qualified nonelective contributions and 
         nonelective contributions, as determined under this Section 3.01.
         [Choose any combination of (a), (b), (c) and (d), or choose (e)]

[X] (a) Deferral contributions (Code Section 401(k) arrangement). [Choose (1) 
        or (2) or both]

[X] (1) Salary reduction arrangement. The Employer must contribute the  amount 
        by which the Participants have reduced their Compensation for the Plan 
        Year, pursuant to their salary reduction agreements on file with the 
        Advisory Committee. A reference in the Plan to salary reduction 
        contributions is a reference to these amounts.
[ ] (2) Cash or deferred  arrangement.  The Employer will contribute on behalf 
        of each Participant the portion of the Participant's proportionate 
        share of the cash or deferred contribution which he has not elected to 
        receive in cash. See Section 14.02 of the Plan. The  Employer's  cash 
        or deferred contribution is the amount the Employer may from time to 
        time deem advisable which the Employer designates as a cash or 
        deferred contribution prior to making that contribution to the Trust.

[X]  (b) Matching contributions.  The Employer will make matching
         contributions in accordance with the formula(s) elected in Part II of
         this Adoption Agreement Section 3.01.
[ ]  (c) Designated qualified nonelective contributions.  The Employer, in
         its sole discretion,  may contribute an amount which it designates as
         a qualified nonelective contribution.
[ ]  (d) Nonelective contributions.
         [Choose any combination of (1) through (4)]

[ ] (1) Discretionary contribution.  The amount (or additional amount) the
        Employer may from time to time deem advisable.  
[ ] (2) The amount (or additional amount) the Employer may from time to 
        time  deem  advisable, separately determined for each of the following 
        classifications of Participants: [Choose (i) or (ii)]

        [ ] (i) Nonhighly Compensated Employees and Highly Compensated 
                Employees.
        [ ] (ii)(Specify classifications.

Under this Option (2), the Advisory Committee will allocate the amount
contributed for each  Participant  classification  in accordance with Part II of
Adoption  Agreement Section 3.04, as if the Participants in that  classification
were the only Participants in the Plan.

[ ] (3) ________________ % of the Compensation of all Participants under 
        the Plan,  determined for the Employer's taxable year for which 
        it makes the contribution.
        [Note: The percentage selected may not exceed 15%.]
[ ] (4) _________________% of Net Profits but not more than $________________.


[ ] (e) Frozen Plan.  This Plan is a frozen Plan effective ____________.  The 
        Employer will not contribute to the Plan with respect to any period 
        following the stated date.

Net Profits. The Employer: [Choose (f) or (g)]

[X] (f) Need not have Net Profits to make its annual contribution under this 
        Plan.
[ ] (g) Must have current or accumulated Net Profits exceeding $_____________
        to make the following contributions: (Choose at least one)

[ ] (1) Cash or deferred contributions described in Option (a)(2).
[ ] (2) Matching contributions described in Option (b), except:
        ______________________________________________________________.
[ ] (3) Qualified nonelective contributions described in Option (c).
[ ] (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions  made by the Employer  under this Plan or under any other employee
benefit  plan the  Employer  maintains.  The term "Net  Profits" specifically
excludes N/A . [Note: Enter "N/A" if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the
matching  contribution under a fixed formula  on a prorata basis for all
Participants.  A Participant's  share of the reduced  contribution will bear the
same ratio as the matching contribution the Participant  would have received if
Net  Profits were  sufficient bears to the  total  matching  contribution  all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately  determined
Net Profits,  the aggregate Net Profits are insufficient to satisfy the matching
contribution liability.  "Net Profits" includes both current and accumulated Net
Profits.

     Part II. [Options (h) through (j)] Matching contribution formula.
              [Note: If the Employer elected Option (b), complete Options (h),
              (i) and (j).]

[X] (h) Amount of matching contributions. For each Plan Year, the Employer's 
        matching contribution is:
        [Choose any combination of (1), (2), (3), (4) and (5)]

[ ] (1) An amount equal to ________% of each Participant's eligible 
        contributions for the Plan Year.
[ ] (2) An amount equal to _____% of each Participant's first tier of
        eligible contributions for the Plan  Year, plus the following
        matching percentage(s) for the following subsequent tiers of
        eligible contributions for the Plan Year: ________.
[X] (3) Discretionary formula.

[X] (i)  An amount (or additional amount) equal to a matching
         percentage  the Employer from time to time may deem
         advisable of the Participant's eligible contributions 
         for the Plan Year.
[ ] (ii) An amount (or additional amount) equal to a
         matching percentage the Employer from time to time may
         deem  advisable of each tier of the Participant's
         eligible contributions for the Plan Year.

[ ] (4)  An amount equal to the following percentage of each
         Participant's eligible contributionsfor the Plan Year, based
         on the Participant's Years of Service:

Number of Years of Service      Matching Percentage

__________________________      ___________________
__________________________      ___________________
__________________________      ___________________
__________________________      ___________________

The Advisory Committee will apply this formula by determining Years of Service
as follows:  _________________________________________________________________
______________________________________________________________________________.

[ ] (5) A Participant's matching contributions may not: [Choose (i) or (ii)]

        [ ] (i)  Exceed.
        [ ] (ii) Be less than __________.

Related Employers. If two or more related employers (as defined in Section 1.30)
contribute  to this Plan, the related employers may elect different matching
contribution  formulas by attaching to the Adoption Agreement a separately
completed copy of this Part II. [Note:  Separate matching contribution formulas
create separate current benefit structures that must satisfy the minimum
participation test of Code Section 401(a)(26).]

[X] (i)  Definition of eligible  contributions.  Subject to the  requirements 
         of Option (j), the term "eligible contributions "means:
         [Choose any combination of (1) through (3)].

[X] (1)  Salary reduction contributions.
[ ] (2)  Cash or deferred  contributions  (including any part of
         the Participant's  proportionate share of the cash or deferred
         contribution which the Employer defers without the
         Participant's election).
[ ] (3)  Participant mandatory contributions, as designated in Adoption  
         Agreement Section 4.01. See Section 14.04 of the Plan.

[X] (j)  Amount of eligible  contributions taken into account.  When 
         determining a Participant's  eligible  contributions taken
         into account  under the matching  contributions  formula(s),
         the following rules apply:  [Choose any  combination  of (1)
         through (4)]

[X] (1)  The  Advisory Committee will take into account all eligible
         contributions credited for the Plan Year.  
[ ] (2)  The  Advisory Committee will disregard eligible contributions 
         exceeding: ______________________. 
[ ] (3)  The Advisory Committee will treat as the first tier of eligible
         contributions, an amount not exceeding:  ________________________. 
         The subsequent tiers of eligible contributions are: _____________
         _________________________________________________________________.
[ ] (4)  (Specify) _______________________________________________________.

     Part III. [Options (k) and (l)]. Special rules for Code Section 401(k) 
               Arrangement. [Choose (k) or (l), or both, as applicable]

[X] (k)   Salary Reduction  Agreements.  The following rules and restrictions 
          apply to an Employee's salary reduction agreement:
          [Make a selection under (1), (2), (3) and (4)]

          (1) Limitation on amount. The Employee's salary reduction
             contributions:
             [Choose (i) or at least one of (ii) or (iii)]

[ ] (i)   No maximum limitation other than as provided in the Plan.

[X] (ii)  May not exceed 15% of Compensation for the Plan
          Year, subject to the annual additions limitation described in
          Part 2 of Article III and the 402(g)limitation  described in
          Section 14.07 of the Plan.
[X] (iii) Based on percentages of Compensation must equal at least 1%.

    (2)   An Employee may revoke, on a prospective basis, a salary reduction 
          agreement:
          [Choose (i), (ii), (iii) or (iv)]

[ ] (i)   Once during any Plan Year but not later than _______ of the Plan Year.
[ ] (ii)  As of any Plan Entry Date.
[ ] (iii) As of the first day of any month.
[X] (iv)  (Specify, but must be at least once per Plan Year) as of any
          pay period with 30 days prior notice.  

    (3)   An Employee who revokes his salary reduction agreement may 
          file a new salary reduction agreement with an effective date:
          [Choose (i), (ii), (iii) or (iv)]

[ ] (i)   No earlier than the first day of the next Plan Year.
[X] (ii)  As of any subsequent Plan Entry Date.
[ ] (iii) As of the first day of any month subsequent to the month in which he 
          revoked an Agreement.
[ ] (iv)  (Specify, but must be at least once per Plan Year following the Plan
          Year of revocation) ________________________________________________.

    (4)   A Participant may increase or may decrease, on a prospective 
          basis, his salary reduction percentage or dollar amount:
          [Choose (i), (ii), (iii) or (iv)]

[ ] (i)   As of the beginning of each payroll period.
[ ] (ii)  As of the first day of each month.
[X] (iii) As of any Plan Entry Date.
[ ] (iv)  (Specify,  but must permit an increase or a decrease at least once 
          per Plan Year:) ____________________________________________________.

[ ] (l)  Cash or deferred contributions.  For each Plan Year for which the
         Employer  makes  a  designated cash or deferred contribution, a
         Participant may elect to receive directly in cash not more than the
         following portion [or, if less, the 402(g) limitation described in
         Section 14.07 of the Plan] of his proportionate share of that cash or
         deferred contribution: [Choose (1) or (2)]

[ ] (1) All or any portion.
[ ] (2) _____________________%.

    3.04 CONTRIBUTION ALLOCATION.  The Advisory Committee will allocate
         deferral contributions,  matching contributions, qualified nonelective 
         contributions and nonelective contributions in accordance with Section 
         14.06 and the elections under this Adoption Agreement Section 3.04.

Part I. [Options (a) through (d)]. Special Accounting Elections. (Choose 
        whichever elections are applicable to the Employer's Plan)

[X] (a) Matching Contributions Account. The Advisory Committee will allocate 
        matching contributions to a Participant's:
        [Choose (1) or (2); (3) is available only in addition to (1)]

[X] (1) Regular Matching Contributions Account.
[ ] (2) Qualified Matching Contributions Account.
[ ] (3) Except, matching contributions under Option(s) __________ of Adoption 
        Agreement Section 3.01 are allocable to the Qualified Matching 
        Contributions Account.

[X] (b) Special  Allocation Dates for Salary Reduction Contributions. The 
        Advisory  Committee will allocate salary reduction contributions
        as of the Accounting Date and as of the following additional
        allocation dates: monthly.
[X] (c) Special Allocation Dates for Matching Contributions.  The Advisory 
        Committee will allocate matching  contributions as of the 
        Accounting Date and as of the following additional allocation dates:
        N/A.
[ ] (d) Designated Qualified Nonelective Contributions - Definition of 
        Participant.  For purposes of allocating the designated
        qualified nonelective contribution, "Participant" means: 
        [Choose (1), (2) or (3)]

[ ] (1) All Participants.
[ ] (2) Participants who are Nonhighly Compensated Employees for the Plan Year.
[ ] (3) (Specify) ____________________________________________________________.

Part II.  Method  of  Allocation  -  Nonelective  Contribution.  Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and  Participant
forfeitures treated as nonelective  contributions) to the Employer Contributions
Account of each  Participant  who satisfies  the  conditions of Section 3.06, in
accordance  with the allocation  method selected under this Section 3.04. If the
Employer elects Option (e)(2),  Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year.  [Choose an
allocation  method under (e), (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.]

[ ] (e) Non-integrated Allocation Formula. [Choose (1) or (2)]

[ ] (1) The Advisory Committee will allocate the annual nonelective
        contributions in the same ratio that each Participant's
        Compensation for the Plan Year bears to the total  Compensation of
        all Participants for the Plan Year.

[ ] (2) The Advisory Committee will allocate the annual nonelective
        contributions in the same ratio that each Participant's
        Compensation for the Plan Year bears to the total  Compensation of
        all  Participants  for the Plan Year.  For purposes of this Option
        (2),  "Participant"  means,  in  addition  to a Participant who
        satisfies the  requirements of Section 3.06 for the Plan Year, any
        other Participant entitled to a top heavy minimum allocation under
        Section 3.04(B), but such Participant's allocation will not exceed
        3% of his Compensation for the Plan Year.

[ ] (f)  Two-Tiered Integrated Allocation Formula - Maximum  Disparity.
         First, the Advisory  Committee will allocate the annual Employer
         nonelective contributions in the same ratio  that each Participant's
         Compensation plus Excess  Compensation for the Plan Year bears to the
         total Compensation plus Excess Compensation of all Participants for the
         Plan Year. The allocation under this paragraph, as a percentage of each
         Participant's Compensation plus Excess  Compensation, must not exceed
         the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
         Disparity Table following Option (i).
         The Advisory Committee then will allocate any remaining nonelective
         contributions in the same ratio that each Participant's Compensation
         for the Plan Year bears to the total Compensation of all Participants
         for the Plan Year.
[ ] (g)  Three-Tiered  Integrated Allocation Formula.  First, the Advisory
         Committee will allocate the annual Employer nonelective  contributions
         in the same ratio  that each  Participant's Compensation  for the Plan
         Year bears to the total  Compensation of all Participants for the Plan
         Year.  The  allocation  under this  paragraph, as a percentage of each
         Participant's  Compensation  may not exceed the applicable percentage
         (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following
         Option  (i).  Solely for purposes of the allocation in this first
         paragraph, "Participant" means, in addition to a Participant who
         satisfies the requirements of Section 3.06 for the Plan Year: [Choose
         (1) or (2)]

[ ] (1)  No other Participant.
[ ] (2)  Any  other  Participant entitled to a top heavy minimum
         allocation under Section 3.04(B), but such Participant's
         allocation  under  this  Option (g) will not exceed 3% of his
         Compensation for the Plan Year.

As  a  second  tier  allocation, the Advisory Committee will allocate  the
nonelective  contributions  in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of all
Participants for the Plan  Year.  The allocation under this paragraph, as a
percentage of each  Participant's Excess Compensation, may not exceed the
allocation percentage in the first paragraph.

Finally, the Advisory  Committee will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

[ ] (h)  Four-Tiered Integrated Allocation Formula.  First, the Advisory
         Committee will allocate the annual Employer nonelective contributions
         in the same ratio that each Participant's Compensation for the Plan
         Year bears to the total Compensation of all Participants for the Plan
         Year, but not exceeding 3% of each Participant's Compensation.  Solely
         for purposes of this first tier allocation, a "Participant"  means, in
         addition to any Participant  who satisfies the requirements of Section
         3.06 for the Plan Year, any other  Participant entitled to a top heavy
         minimum allocation under Section 3.04(B) of the Plan.

As  a  second  tier  allocation,  the Advisory Committee will allocate the
nonelective  contributions  in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of all
Participants for the Plan  Year, but not exceeding 3% of each Participant's
Excess Compensation.

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions in the same ratio that each Participant's Compensation
plus Excess  Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation,  must not exceed the applicable  percentage  (2.7%,  2.4% or 1.3%)
listed under the Maximum Disparity Table following Option (i).

The  Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

[ ] (i)   Excess Compensation. For purposes of Option (f), (g) or (h),
          "Excess  Compensation" means Compensation in excess of the following
          Integration Level: [Choose (1) or (2)]

[ ] (1)   ____________________% (not exceeding  100%) of the taxable wage base, 
          as determined  under Section 230 of the Social Security Act, in 
          effect on the first day of the Plan Year:  [Choose any  combination
          of (i) and (ii) or choose (iii)]

[ ] (i)   Rounded to _________________ (but not exceeding the taxable wage
          base).
[ ] (ii)  But not greater than $_________________.
[ ] (iii) Without any further adjustment or limitation.

[ ] (2)   $__________________________________
          [Note: Not exceeding the taxable wage base for the Plan Year in which 
          this Adoption Agreement first is effective.]

Maximum  Disparity  Table.  For  purposes  of  Options (f), (g) and (h), the
applicable percentage is:

Integration Level        Applicable Percentages          Applicable
(as percentage of            for Option (f)             Percentages
taxable wage base)            or Option (g)            for Option (h)

100%                             5.7%                         2.7%

More than 80%
but less than 100%               5.4%                         2.4%

More than 20%
(but not less than
$10,001) and not
more than 80%                    4.3%                         1.3%

20% (or $10,000,
if greater)                      5.7%                         2.7%
or less

[ ]  (j)  Allocation   offset.  The  Advisory  Committee  will  reduce  a
          Participant's  allocation  otherwise made under Part II of this 
          Section 3.04 by the  Participant's  allocation  under the  following  
          qualified plan(s) maintained by the Employer:
          ____________________________________________________________________
          ____________________________________________________________________
          ____________________________________________________________________.

         The Advisory Committee will determine this allocation reduction: 
         [Choose (1) or (2)]

[ ] (1)  By treating the term  "nonelective  contribution" as including all 
         amounts paid or accrued by the Employer during the Plan  Year to the
         qualified  plan(s)  referenced  under  this  Option  (j).  If a 
         Participant  under  this Plan also participates in that other plan, 
         the Advisory  Committee will treat the amount the Employer contributes 
         for or during a Plan Year on behalf of a  particular Participant under
         such other plan as an amount  allocated  under this Plan to that
         Participant's  Account for that Plan Year.  The  Advisory Committee 
         will make the  computation  of  allocation required under the 
         immediately preceding sentence before making any allocation of 
         nonelective  contributions under this Section 3.04.
[ ] (2)  In accordance with the formula provided in an addendum to this 
         Adoption Agreement, numbered 3.04(j).

Top  Heavy  Minimum  Allocation  -  Method  of  Compliance.  If a  Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): [Choose (k) or (l)] 

[X] (k) The Employer will make any necessary additional contribution to the
        Participant's Account, as described in Section 3.04(B)(7)(a) of the 
        Plan.

[ ] (l) The Employer  will satisfy the top heavy  minimum  allocation  under the
        following plan(s) it maintains:______________________________________.
        However, the Employer will make any necessary  additional  contribution
        to satisfy the top heavy  minimum  allocation  for an employee  covered
        only under this Plan and not under the other plan(s) designated in this
        Option (l). See Section 3.04(B)(7)(b) of the Plan.

If the Employer  maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code Section 416.

Related employers. If two or more related employers (as defined in Section 1.30)
contribute  to this Plan,  the  Advisory  Committee  must  allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each  Participant  in the Plan,  in  accordance  with the  elections  in this
Adoption Agreement Section 3.04: [Choose (m) or (n)]

[X] (m)  Without regard to which contributing related group member employs the 
         Participant.
[ ] (n)  Only to the  Participants  directly  employed by the contributing
         Employer.  If a Participant receives Compensation from more than one
         contributing  Employer, the Advisory Committee will determine  the
         allocations under this Adoption Agreement Section 3.04 by prorating
         among the participating Employers the Participant's Compensation and,
         if applicable, the Participant's Integration Level under Option (i).

    3.05 FORFEITURE  ALLOCATION. Subject to any restoration allocation required
         under Sections 5.04 or 9.14, the Advisory Committee will allocate a 
         Participant forfeiture in accordance with Section 3.04:
         [Choose (a) or (b); (c) and (d) are optional in addition to (a) or (b)]

[ ] (a)  As an  Employer  nonelective  contribution  for the Plan  Year in
         which the forfeiture  occurs, as if the Participant  forfeiture were an
         additional nonelective contribution for that Plan Year.
[ ] (b)  To reduce the Employer matching contributions and nonelective 
         contributions for the Plan Year:
         [Choose (1) or (2)]

[ ] (1)  in which the forfeiture occurs.
[ ] (2)  immediately following the Plan Year in which the forfeiture occurs.

[ ] (c)  To the extent attributable to matching contributions: [Choose (1), (2)
         or (3)].

[ ] (1)  In the manner elected under Options (a) or (b).
[ ] (2)  First to reduce Employer matching contributions for the Plan Year: 
         [Choose (i) or (ii)]

[ ] (i)  in which the forfeiture occurs.
[ ] (ii) immediately following the Plan Year in which the
         forfeiture occurs, then as elected in Options (a) or (b).

[ ] (3)  As a discretionary matching contribution for the Plan Year in which 
         the forfeiture occurs, in lieu of the manner elected under Options 
         (a) or (b).

[ ] (d) First to reduce the Plan's ordinary and necessary administrative
        expenses for the Plan Year and then will allocate any  remaining
        forfeitures in the  manner described in Options (a), (b) or (c),
        whichever applies.

If the Employer elects Option (c), the forfeitures used to reduce Plan expenses:
[Choose (1) or (2)]

[ ] (1) relate proportionately to forfeitures described in Option (c) and to 
        forfeitures described in Options (a) or (b).
[ ] (2) relate first to forfeitures described in Option ____________.

Allocation of forfeited excess aggregate contributions.  The Advisory Committee
will  allocate any forfeited  excess  aggregate contributions (as described in
Section 14.09):  [Choose (e), (f) or (g)]

[X] (e) To reduce Employer matching contributions for the Plan Year: 
        [Choose (1) or (2)].

[ ] (1) in which the forfeiture occurs.
[X] (2) immediately  following  the  Plan  Year in which  the  forfeiture
        occurs.

[ ] (f) As Employer discretionary matching contributions for the Plan
        Year in which forfeited, except the Advisory Committee will not
        allocate these forfeitures to the Highly Compensated Employees who
        incurred the forfeitures.
[ ] (g) In accordance  with Options (a) through (d), whichever applies,
        except the Advisory Committee will not allocate these forfeitures under
        Option (a) or under Option (c)(3) to the Highly  Compensated Employees
        who incurred the forfeitures.

    3.06 ACCRUAL OF BENEFIT.
         Compensation  taken into account.  For the Plan Year in which the 
         Employee first becomes a Participant, the Advisory Committee will 
         determine the allocation of any cash or deferred contribution, 
         designated qualified nonelective contribution or nonelective 
         contribution by taking into account: [Choose (a) or (b)]

[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation for the portion of the Plan Year in which
        the Employee actually is a Participant in the Plan.

Accrual  Requirements.  Subject to the  suspension  of accrual  requirements  of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
following elections: [Choose (c) or at least one of (d) through (f)]

[ ] (c)  Safe harbor rule. If the  Participant is employed by the Employer
         on the last day of the Plan Year, the Participant must complete at
         least one Hour of Service for that Plan Year. If the Participant is not
         employed by the Employer on the last day of the Plan Year, the
         Participant must complete at least 501 Hours of Service during the Plan
         Year.
[X] (d)  Hours of Service  condition.  The Participant must complete the
         following minimum number of Hours of Service during the Plan Year:
         [Choose at least one of (1) through (5)]

[X] (1)  1,000 Hours of Service.
[ ] (2)  (Specify, but the number of Hours of Service may not exceed 1,000)
         ____________________________.
[X] (3)  No Hour of Service  requirement if the Participant terminates  
         employment during the Plan Year on account of: 
         [Choose (i), (ii) or (iii)]

[X] (i)   Death.
[X] (ii)  Disability.
[X] (iii) Attainment of Normal Retirement Age in the current Plan Year or in a 
          prior Plan Year.

[ ] (4)   ______ Hours of Service (not exceeding 1,000) if the Participant
          terminates employment with the  Employer during the Plan Year,
          subject to any election in Option (3).
[ ] (5)   No Hour of Service requirement for an allocation of the following
          contributions: ___________________.

[X] (e)   Employment condition.  The Participant must be employed by the
          Employer on the last day of the Plan Year, irrespective of whether 
          he satisfies any Hours of Service condition under Option (d),  
          with the following exceptions:
          [Choose (1) or at least one of (2) through (5)]

[ ] (1) No exceptions.
[X] (2) Termination of employment because of death.
[X] (3) Termination of employment because of disability.
[X] (4) Termination of employment following attainment of Normal Retirement Age.
[ ] (5) No employment condition for the following contributions: _____________.

[ ] (f) (Specify other conditions, if applicable) ____________________________
        ______________________________________________________________________.

Suspension of Accrual Requirements. The suspension of accrual requirements of 
Section 3.06(E) of the Plan:
[Choose (g), (h) or (i)]

[X] (g) Applies to the Employer's Plan.
[ ] (h) Does not apply to the Employer's Plan.
[ ] (i) Applies in modified form to the Employer's Plan, as described in
        an addendum to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching  contributions.  If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory  Committee, unless otherwise specified in Option (l), will apply any
Hours of  Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions  described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s):

[Choose (j) or at least one of (k) or (l)]

[X] (j) No additional conditions.
[ ] (k) The Participant is not a Highly Compensated Employee for the Plan Year. 
        This Option (k) applies to:
        [Choose (1) or (2)]

[ ] (1) All matching contributions.
[ ] (2) Matching contributions described in Option(s)_______________of Adoption 
        Agreement Section 3.01.

[ ] (l) (Specify) ___________________________________________________________
        _____________________________________________________________________
        _____________________________________________________________________.

    3.15 MORE THAN ONE PLAN LIMITATION.  If the provisions of Section 3.15 
         apply, the Excess Amount  attributed to this Plan equals:
         [Choose (a), (b) or (c)]

[ ] (a) The product of:

        (i)  the total Excess Amount allocated as of such date (including any
             amount which the Advisory Committee would have allocated but for
             the limitations of Code Section 415), times.
        (ii) the ratio of (1) the amount allocated to the Participant as of
             such date under this Plan divided by (2) the total amount
             allocated as of such date under all qualified defined contribution
             plans (determined without regard to the limitations of Code
             Section 415).

[ ] (b) The total Excess Amount.
[X] (c) None of the Excess Amount.

    3.18 DEFINED BENEFIT PLAN LIMITATION.
         Application of limitation. The limitation under Section 3.18 of the 
         Plan: [Choose (a) or (b)]

[X] (a) Does not apply to the Employer's Plan because the Employer does
        not maintain and never has  maintained a defined  benefit plan covering
        any Participant in this Plan.
[ ] (b) Applies to the Employer's  Plan. To the extent  necessary to satisfy 
        the  limitation  under Section 3.18, the Employer will reduce: 
        [Choose (1) or (2)]

[ ] (1) The Participant's projected annual benefit under the defined benefit
        plan under which the Participant  participates.  
[ ] (2) Its contribution or allocation on behalf of the  Participant  to the 
        defined  contribution plan under which the Participant participates and 
        then, if necessary, the Participant's projected annual benefit under 
        the defined  benefit  plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18 
do not apply to the Employer's Plan.]

Coordination with top heavy minimum  allocation.  The Advisory  Committee  will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: [Choose (c) or at least one of (d) or (e)]

[ ] (c) No modifications.
[ ] (d) For Non-Key Employees participating only in this Plan, the top
        heavy minimum allocation is the minimum allocation described in Section
        3.04(B) determined by substituting ____%(not less than 4%) for "3%,"
        except: [Choose (i) or (ii)].

[ ] (i)  No exceptions.
[ ] (ii) Plan Years in which the top heavy ratio exceeds 90%.

[ ] (e)  For Non-Key Employees also participating in the defined benefit plan, 
         the top heavy minimum is: [Choose (1) or (2)]
 
[ ] (1)  5% of Compensation (as determined under Section 3.04(B) of the Plan)
         irrespective of the contribution rate of any Key Employee, except:
         [Choose (i) or (ii)]

[ ] (i)  No exceptions.
[ ] (ii) Substituting "7 1/2%" for "5%" if the top heavy ratio does
         not exceed 90%.

[ ](2)  0%.  
        [Note:  The  Employer  may not select this Option (2) unless the 
        defined  benefit  plan  satisfies  the top heavy minimum benefit 
        requirements of Code Section 416 for these Non-Key Employees.]

Actuarial Assumptions for Top Heavy Calculation.  To determine  the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan: __________.

If the  elections  under this  Section 3.18 are not  appropriate  to satisfy the
limitations  of Section 3.18, or the top heavy requirements under Code
Section 416, the Employer must provide the appropriate provisions in an 
addendum to this Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

             4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan:
               [Choose (a) or (b); (c) is available only with (b)]

[X] (a) Does not permit Participant nondeductible contributions.
[ ] (b) Permits Participant nondeductible contributions, pursuant to Section 
        14.04 of the Plan.
[ ] (c) The following portion of the Participant's nondeductible contributions 
        for the Plan Year are mandatory contributions under Option (i)(3) of 
        Adoption Agreement Section 3.01: [Choose (1) or (2)]

[ ] (1) The amount which is not less than: _____________.
[ ] (2) The amount which is not greater than: __________.

Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: [Choose (d) or (e)]

[ ] (d) No other allocation dates.
[ ] (e) (Specify) __________________________________________________________
        ____________________________________________________________________.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period.  Unless otherwise
specified in (e), a nondeductible contribution  relates to an allocation period
only if actually  made to the Trust no later than 30 days after that  allocation
period ends.

    4.05  PARTICIPANT  CONTRIBUTION  -  WITHDRAWAL/DISTRIBUTION.  Subject to the
          restrictions  of  Article  VI, the following distribution options 
          apply to a Participant's Mandatory Contributions Account, if any, 
          prior to his Separation from Service:
          [Choose (a) or at least one of (b) through (d)]

[ ] (a)  No distribution options prior to Separation from Service.
[ ] (b)  The  same  distribution  options  applicable  to  the  Deferral
         Contributions  Account  prior  to  the  Participant's  Separation  from
         Service, as elected in Adoption Agreement Section 6.03.
[ ] (c)  Until he retires,  the Participant  has a continuing  election to
         receive all or any portion of his Mandatory Contributions Account if:
         [Choose (1) or at least one of (2) through (4)]

[ ] (1)  No conditions.
[ ] (2)  The mandatory contributions have accumulated for at least _________
         Plan Years since the Plan Year for which contributed.
[ ] (3)  The Participant suspends making  nondeductible contributions for a 
         period of _____________ months.
[ ] (4)  (Specify) _________________________________________________________
         ___________________________________________________________________.

[ ] (d)  (Specify) _________________________________________________________
         ___________________________________________________________________.


                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

    5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: 
         [Choose (a) or (b)]

[ ] (a) (State age, but may not exceed age 65) _______________.
[X] (b) The later of the date the Participant attains 65 years of age or
        the 5th  anniversary  of the  first  day of the Plan  Year in which the
        Participant commenced  participation in the Plan. (The age selected may
        not exceed age 65 and the anniversary selected may not exceed the 5th.)

    5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section 
         5.02 of the Plan:
         [Choose (a) or choose one or both of (b) and (c)]

[ ] (a)  Does not apply.
[X] (b)  Applies to death.
[X] (c)  Applies to disability.

    5.03 VESTING SCHEDULE.
         Deferral Contributions Account/Qualified Matching Contributions
         Account/Qualified  Nonelective  Contributions Account/Mandatory  
         Contributions Account.  A Participant has a 100% Nonforfeitable 
         interest at all times in his Deferral  Contributions  Account, his 
         Qualified Matching  Contributions Account, his Qualified Nonelective
         Contributions Account and in his Mandatory Contributions Account.

Regular Matching Contributions Account/Employer Contributions  Account.  With
respect to a Participant's  Regular Matching Contributions Account and Employer
Contributions  Account, the Employer elects the following vesting schedule:
[Choose (a) or (b); (c) and (d) are available only as additional option)]

[ ] (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The 
        Employer must elect Option (a) if the eligibility conditions under 
        Adoption Agreement Section 2.01(c) require 2 years of service or more 
        than 12 months of employment.]
[X] (b) Graduated Vesting Schedules.

                           Top Heavy Schedule
                               (Mandatory)


    Years of                               Nonforfeitable
     Service                                  Percentage
    -------------                          -----------------
    Less than 1                                  0
    1                                           25
    2                                           50
    3                                           75
    4                                          100                          
    5                                         -----                            
    6 or more


                             Non Top Heavy Schedule
                                   (Optional)

   

    Years of                        Nonforfeitable
     Service                          Percentage
    -----------------               ------------------
    Less than 1                         _______
    1                                   _______
    2                                   _______
    3                                   _______
    4                                   _______
    5                                   _______
    6                                   _______
    7 or more                             100%

[ ] (c) Special vesting election for Regular Matching Contributions Account. 
        In lieu of the election under Options (a) or (b), the Employer elects 
        the following vesting schedule for a Participant's Regular Matching
        Contributions Account: [Choose (1) or (2)]

[ ] (1) 100% Nonforfeitable at all times.
[ ] (2) In accordance with the vesting schedule described in the addendum to 
        this Adoption Agreement, numbered 5.03(c).
        [Note: If the Employer elects this Option (c)(2), the addendum must 
        designate the applicable  vesting schedule(s) using the same format 
        as used in Option (b).]

[Note:  Under Options (b) and (c)(2),  the Employer must complete a Top Heavy
Schedule which  satisfies Code Section 416. The Employer, at its option, may 
complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy 
Code Section 411(a)(2).  Also see Section 7.05 of the Plan.]

[ ] (d) The Top Heavy Schedule under Option (b) [and, if applicable, under 
        Option (c)(2)] applies:
        [Choose (1) or (2)]

[ ] (1) Only in a Plan Year for which the Plan is top heavy.
[ ] (2) In the Plan Year for which the Plan first is top heavy and then in all 
        subsequent Plan Years.

[Note: The Employer may not elect Option (d) unless it has completed a Non Top 
Heavy Schedule.]

Minimum vesting. [Choose (e) or (f)]

[X] (e) The Plan does not apply a minimum vesting rule.
[ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less
        than  the  lesser  of ________ or  his  entire  Accrued  Benefit,  
        even if the application  of a graduated  vesting  schedule under 
        Options (b) or (c) would result in a smaller Nonforfeitable Accrued 
        Benefit.

Life Insurance  Investments.  The Participant's  Accrued Benefit attributable to
insurance  contracts purchased on his behalf under Article XI is: [Choose (g) or
(h)] N/A

[ ] (g) Subject to the vesting election under Options (a), (b) or (c).
[ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting election 
        under Options (b) or (c)(2).

    5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF 
         FORFEITED ACCRUED BENEFIT.  The deemed cash-out rule described in 
         Section 5.04(C) of the Plan: [Choose (a) or (b)]

[X] (a) Does not apply.
[ ] (b) Will  apply to  determine the timing of forfeitures for 0% vested 
        Participants.  A  Participant  is not a 0% vested Participant if he has 
        a Deferral Contributions Account.

    5.06 YEAR OF SERVICE - VESTING.
         Vesting computation period. The Plan measures a Year of Service on the 
         basis of the following 12 consecutive month periods:
         [Choose (a) or (b)]

[ ] (a) Plan Years.
[X] (b) Employment  Years.  An Employment Year is the 12 consecutive
        month period measured from the Employee's Employment Commencement Date
        and each successive  12  consecutive month period measured from each
        anniversary of that Employment Commencement Date.  Hours of Service.  
        The minimum number of Hours of Service an Employee must complete during 
        a vesting  computation  period to receive credit for a Year of Service 
        is: [Choose (c) or (d)]

[ ] (c) 1,000 Hours of Service.
[ ] (d) _____ Hours of Service.
[Note: The Hours of Service requirement may not exceed 1,000.]

    5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically  
         excludes the following Years of Service:  [Choose (a) or at least one 
         of (b) through (e)]

[X] (a) None other than as specified in Section 5.08(a) of the Plan.
[ ] (b) Any Year of Service before the Participant attained the age of_____.
        [Note: The age selected may not exceed age 18.]
[ ] (c) Any Year of Service during the period the Employer did not maintain this
        Plan or a  predecessor  plan.  
[ ] (d) Any  Year of  Service  before a Break in Service if the number of 
        consecutive Breaks in Service equals or exceeds the greater of 5 or the
        aggregate  number of the Years of Service prior to the Break.  This 
        exception applies only if the Participant is 0% vested in his Accrued 
        Benefit derived from Employer  contributions at the time he has a Break 
        in Service.  Furthermore,  the aggregate number of Years of Service  
        before a Break in  Service do not include any Years of Service not 
        required to be taken into account under this exception by reason of 
        any prior Break in Service.
[ ] (e) Any Year of Service earned prior to the effective date of ERISA
        if the Plan would have disregarded that Year of Service on account of
        an Employee's  Separation from Service under a Plan provision in effect
        and adopted before January 1, 1974.


                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

Code Section 411(d)(6) Protected Benefits.  The elections under this Article VI 
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the 
elections would eliminate a Code Section 411(d)(6) protected benefit, see 
Section 13.02 of the Plan.  Furthermore, if the elections liberalize the 
optional forms of benefit under the Plan, the more liberal options apply on the
later of the adoption date or the Effective Date of this Adoption Agreement.

    6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.
         Distribution date. A distribution date under the Plan means the first 
         day of the month following request for  distribution, or as soon as
         administratively feasible [Note: The Employer must specify the 
         appropriate date(s). The specified distribution dates primarily 
         establish annuity starting dates and the notice and consent periods
         prescribed  by the  Plan.  The Plan  allows the Trustee an
         administratively  practicable  period  of time to make the actual
         distribution relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500.  Subject to the 
limitations of Section 6.01(A)(1), the distribution date for distribution of 
a Nonforfeitable Accrued Benefit not exceeding $3,500 is: [Choose (a), (b), 
(c), (d) or (e)]

[ ] (a)  ________________________________________ of the________________
         Plan Year beginning after the Participant's Separation from Service.
[ ] (b)  ________________________________________ following the Participant's 
         Separation from Service.
[ ] (c)  ________________________________________ of the Plan Year after the 
         Participant incurs _____________________________ Break(s) in Service 
         (as defined in Article V).
[ ] (d)  ________________________________________ following the Participant's 
         attainment of Normal Retirement Age, but not earlier than __________
         days following his Separation from Service.
[X] (e)  (Specify) The first  administratively  feasible date after the
         end of the quarter in which the participant separates from service.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under Section 
6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is: [Choose 
(f), (g) or (h)]

[ ] (f) after the Participant terminates employment because of disability.
[X] (g) The same as if the Participant had terminated employment without 
         disability.
[ ] (h) (Specify) _______________________________________________________.

Hardship. [Choose (i) or (j)]

[X] (i) The Plan does not permit a hardship  distribution to a Participant 
        who has separated from Service.
[ ] (j) The Plan permits a hardship distribution to a Participant who has
        separated  from Service in  accordance  with the hardship
        distribution policy stated in:
        [Choose (1), (2) or (3)]
[ } (1) Section 6.01(A)(4) of the Plan.
[ ] (2) Section 14.11 of the Plan.
[ ] (3) The addendum to this Adoption Agreement, numbered Section 6.01.

Default on a Loan.  If a  Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan:  [Choose (k), (l) or (m)]

[X] (k) Treats the default as a distributable  event.  The Trustee,  at the 
        time of the default,  will reduce the Participant's  Nonforfeitable
        Accrued  Benefit by the lesser of the amount in default  (plus  accrued
        interest)  or the Plan's security interest in that Nonforfeitable
        Accrued  Benefit. To the extent the loan is attributable to the
        Participant's Deferral Contributions Account, Qualified Matching
        Contributions Account or Qualified Nonelective  Contributions  Account,
        the Trustee will not reduce the  Participant's  Nonforfeitable  Accrued
        Benefit unless the Participant has separated from Service or unless the
        Participant has attained age 59 1/2.
[ ] (l) Does not treat the default as a distributable  event.  When an
        otherwise  distributable event first occurs pursuant to Section 6.01 or
        Section 6.03 of the Plan,  the Trustee will reduce the Participant's
        Nonforfeitable  Accrued  Benefit by the lesser of the amount in default
        (plus  accrued  interest) or the Plan's security interest in that
        Nonforfeitable Accrued Benefit.
[ ] (m) (Specify) __________________________________________________________
        ____________________________________________________________________.

    6.02 METHOD OF PAYMENT OF ACCRUED  BENEFIT.  The  Advisory Committee will 
         apply  Section 6.02 of the Plan with the following modifications:
         [Choose (a) or at least one of (b), (c), (d) and (e)]
[X] (a)  No modifications.
[ ] (b)  Except as required under Section 6.01 of the Plan, a  lump sum   
         distribution   is  not   available:  ________________________________
          ____________________________________________________________________.
[ ] (c)  An installment distribution:
         [Choose (1) or at least one of (2) or (3)]

[ ] (1)  Is not available under the Plan.
[ ] (2)  May not exceed the lesser of ______________________________ years or 
         the maximum period permitted under Section 6.02.
[ ] (3) (Specify)_____________________________________________________________.

[ ] (d)   The Plan permits the following annuity options:  ___________________
          ____________________________________________________________________.

Any Participant who elects a life annuity option is subject to the requirements
of Sections  6.04(A),(B), (C) and (D) of the Plan.  See Section 6.04(E).
[Note: The Employer may specify additional annuity options in an addendum to 
this Adoption Agreement, numbered 6.02(d).]

[ ] (e) If the Plan invests in qualifying Employer securities, as
        described in Section 10.03(F), a Participant eligible to elect
        distribution under Section 6.03 may elect to receive that distribution
        in Employer securities only in accordance with the provisions of the
        addendum to this Adoption Agreement, numbered 6.02(e).

    6.03 BENEFIT PAYMENT ELECTIONS.
         Participant  Elections After Separation from Service.  A Participant
         who is eligible to make distribution elections under Section 6.03 of 
         the Plan may elect to commence distribution of his Nonforfeitable 
         Accrued Benefit:  [Choose at least one of (a) through (c)]

[ ] (a)  As of any distribution date, but not earlier than _________ of the 
         ______ Plan Year beginning after the Participant's Separation 
         from Service.
[X] (b)  As of the following date(s):
         [Choose at least one of Options (1) through (6)]

[ ] (1) Any distribution date after the close of the Plan Year in which the 
        Participant attains Normal Retirement Age.
[ ] (2) Any distribution date following his Separation from Service with the
        Employer.
[ ] (3) Any distribution date in the __________________________________ Plan 
        Year(s) beginning after his Separation from Service.
[ ] (4) Any distribution date in the Plan Year after the Participant incurs
        __________ Break(s) in Service (as defined in Article V).
[ ] (5) Any distribution date following attainment of ____ age _____ and 
        completion of at least _____________________ Years of Service (as 
        defined in Article V).
[X] (6) (Specify) As of any distribution date, or as soon as administratively 
        feasible ____________________________________________________________.

[ ] (c) (Specify) ___________________________________________________________.

The distribution events described in the election(s) made under Options (a), (b)
or (c) apply equally to all Accounts maintained for the Participant unless
otherwise specified in Option (c).

Participant  Elections  Prior to  Separation  from  Service -  Regular  Matching
Contributions  Account  and  Employer  Contributions  Account.  Subject  to  the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's Regular Matching  Contributions Account and Employer Contributions
Account prior to his Separation from Service:
[Choose (d) or at least one of (e) through (h)]

[ ] (d) No distribution options prior to Separation from Service.
[ ] (e) Attainment of Specified Age. Until he retires,  the Participant has a 
        continuing  election to receive all or any portion of his 
        Nonforfeitable interest in these Accounts after he attains: [Choose (1)
        or (2)]

[ ] (1) Normal Retirement Age.
[X] (2) 59 1/2 years of age and is at least 100% vested in these Accounts.
        [Note: If the percentage is less than 100%, see the special vesting 
        formula in Section 5.03.]

[ ] (f) After a Participant has participated in the Plan for a period of not 
        less than _____ years and he is 100% vested in these Accounts, until he
        retires, the Participant has a continuing election to receive all or 
        any portion of the Accounts.
        [Note: The number in the blank space may not be less than 5.]
[X] (g) Hardship. A Participant may elect a hardship  distribution prior
        to  his  Separation from Service in accordance with the hardship
        distribution policy:
        [Choose (1), (2) or (3); (4) is available only as an additional option]

[ ] (1) Under Section 6.01(A)(4) of the Plan.
[X] (2) Under Section 14.11 of the Plan.
[ ] (3) Provided  in the  addendum to this Adoption Agreement, numbered Section 
        6.03.
[ ] (4) In no event may a Participant receive a hardship distribution before he
        is  at  least _____%  vested  in these Accounts.
        [Note: If the percentage in the blank is less than 100%, see the 
        special vesting formula in Section 5.03.]

[ ] (h) (Specify) __________________________________________________________
         ___________________________________________________________________.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional  
language authorized by Options (b)(6), (c),(g)(3) or (h) of this Adoption 
Agreement Section 6.03.]

Participant Elections Prior to Separation from Service - Deferral  Contributions
Account,  Qualified  Matching  Contributions  Account and Qualified  Nonelective
Contributions Account.  Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's  Deferral  Contributions  Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: [Choose (i) or at least one of (j)
through (l)]

[ ] (i) No distribution options prior to Separation from Service.
[X] (j) Until he retires,  the  Participant has a continuing election to 
        receive all or any portion of these Accounts after he attains: 
        [Choose (1) or (2)]

[ ] (1) The later of Normal Retirement Age or age 59 1/2.
[X] (2) Age 59 1/2 (at least 59 1/2).

[X] (k) Hardship. A Participant, prior to this Separation from Service,
        may  elect a hardship distribution from his Deferral  Contributions
        Account in accordance with the hardship distribution  policy  under
        Section 14.11 of the Plan.

[ ] (l) (Specify) _________________________________________________________
        ___________________________________________________________________.
        [Note:  Option (l) may not permit in service distributions prior to 
        age 59 1/2 (other than  hardship)  and may not modify the hardship 
        policy described in Section 14.11.]

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the assets [within the meaning of Code Section 409(d)(2)] used in a trade or
business or sells a subsidiary [within the meaning of Code Section 409(d)(3)], 
a Participant who  continues employment with the acquiring corporation is 
eligible for distribution from his Deferral Contributions Account, Qualified
Matching Contributions Account and Qualified Nonelective Contributions Account:
[Choose (m) or (n)].

[X] (m) Only as described in this Adoption Agreement Section 6.03 for 
        distributions prior to Separation from Service.
[ ] (n) As if he has a Separation from Service. After March 31, 1988, a 
        distribution  authorized solely by reason of this Option (n) must
        constitute a lump sum distribution, determined in a manner
        consistent with Code Section 401(k)(10) and the applicable Treasury
        regulations.

    6.04 ANNUITY  DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The 
         annuity distribution requirements of Section 6.04: [Choose (a) or 
         (b)]

[X] (a) Apply only to a Participant described in Section 6.04(E) of the Plan 
        (relating to the profit sharing  exception to the joint and survivor 
        requirements).
[ ] (b) Apply to all Participants.

                                   ARTICLE IX

       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

    9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than 
         a distribution from a segregated Account and other than a corrective  
         distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the 
         Plan) occurs more than 90 days after the most recent valuation date, 
         the  distribution  will include interest at: [Choose (a), (b) or (c)]

[X] (a)  -0-% per annum.
         [Note: The percentage may equal 0%.]
[ ] (b)  The 90 day Treasury bill rate in effect at the beginning of the 
         current valuation period.
[ ] (c)  (Specify)___________________________________________________________
          ___________________________________________________________________.

    9.11  ALLOCATION AND  DISTRIBUTION  OF NET INCOME GAIN OR LOSS.  Pursuant 
          to Section 14.12, to determine the allocation of net income, gain 
          or loss: (Complete only those items, if any, which are applicable to 
          the Employer's Plan)

[X] (a) For salary reduction contributions, the Advisory Committee will: 
        [Choose (1), (2), (3), (4) or (5)]

[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in Section 14.12.
[X] (3) Use the weighted average method described in Section 14.12, based
        on a daily weighting  period.
[ ] (4) Treat as part of the relevant Account at the beginning of the 
        valuation period ____% of the salary reduction contributions: 
        [Choose (i) or (ii)]

[ ] (i)  made during that valuation period.
[ ] (ii) made by the following specified time: _____________________________
         ___________________________________________________________________.

[ ] (5) Apply the allocation method described in the addendum to this Adoption 
        Agreement numbered 9.11(a).

[X] (b) For matching contributions, the Advisory Committee will: [Choose (1), 
        (2), (3) or (4)]

[ ] (1) Apply Section 9.11 without modification.
[X] (2) Use the weighted average method described in Section 14.12, based on a
        daily weighting period.
[ ] (3) Treat as part of the relevant Account at the beginning of the valuation
        period ___________% of the matching contributions allocated during the 
        valuation period.
[ ] (4) Apply the allocation method described in the addendum to this Adoption 
        Agreement numbered 9.11(b).

[ ] (c) For Participant nondeductible contributions, the Advisory Committee 
        will: [Choose (1), (2), (3), (4) or (5)]

[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in Section 14.12.
[ ] (3) Use the weighted average method described in Section 14.12, based on a
        _____________________ weighting period.
[ ] (4) Treat as part of the relevant Account at the beginning of the valuation
        period___________________% of the Participant nondeductible 
        contributions:  [Choose (i) or (ii)]

[ ]     (i)  made during that valuation period.
[ ]     (ii) made by the following specified time:  _________________________
             ________________________________________________________________.  

[ ] (5) Apply the allocation method described in the addendum to this Adoption 
        Agreement numbered 9.11(c).

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

    10.03 INVESTMENT POWERS.  Pursuant to Section 10.03[F] of the Plan, the 
          aggregate  investments in qualifying Employer securities and in 
          qualifying Employer real property:
          [Choose (a) or (b)]

[X] (a) May not exceed 10% of Plan assets.
[ ] (b) May not exceed _______% of Plan assets. [Note: The percentage may not 
        exceed 100%.]

    10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
          must value the Trust Fund on the following  valuation date(s): 
          [Choose (a) or (b)]

[ ] (a) No other mandatory valuation dates.
[X] (b) (Specify) 3/31, 6/30 and 9/30.

                             EFFECTIVE DATE ADDENDUM
                              (Restated Plans Only)

    The Employer must complete this addendum only if the restated Effective Date
specified in Adoption Agreement Section 1.18 is different than the restated
effective  date for at least one of the provisions  listed in this addendum.  In
lieu of the restated Effective Date in Adoption  Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

[ ] (a) Compensation  definition.  The Compensation definition of Section 1.12 
        (other than the $200,000 limitation) is effective for Plan Years 
        beginning after ____________________________.
        [Note:  May not be effective  later than the first day of the first 
        Plan Year  beginning  after the Employer  executes this Adoption 
        Agreement to restate the Plan for the Tax Reform Act of 1986, if 
        applicable.]
[ ] (b) Eligibility  conditions.  The eligibility conditions specified in 
        Adoption Agreement Section 2.01 are effective for Plan Years beginning 
        after _____________________________.
[ ] (c) Suspension  of  Years of  Service.  The  suspension  of Years of
        Service rule elected under Adoption Agreement Section 2.03 is effective
        for Plan Years beginning after ____________________________________ .
[ ] (d) Contribution/allocation formula. The contribution formula elected
        under  Adoption  Agreement  Section 3.01 and the method of  allocation
        elected  under Adoption Agreement Section 3.04 is effective for Plan
        Years beginning after ________________________ .
[ ] (e) Accrual  requirements.  The accrual requirements of Section 3.06 are
        effective for Plan Years beginning after __________________________.
         -
[ ] (f) Employment condition.  The employment condition of Section 3.06 is
        effective for Plan Years beginning after ___________________________
        ____________________________________________________________________.
[ ] (g) Elimination of Net Profits.  The requirement for the Employer not
        to have net profits to  contribute  to this Plan is effective  for Plan
        Years beginning after ________________________________________________.
        [Note: The date specified may not be earlier than December 31, 1985.]
[ ] (h) Vesting  Schedule.  The vesting  schedule  elected  under  Adoption  
        Agreement Section 5.03 is effective for Plan Years
        beginning after _____________________________________________________.
[ ] (i) Allocation of Earnings. The special allocation provisions elected
        under  Adoption Agreement Section 9.11 are effective for Plan Years
        beginning after ____________________________________________________ .
[ ] (j) (Specify) _______________________________________________________.
        For Plan Years prior to the special Effective  Date, the terms of the
        Plan prior to its restatement under this Adoption Agreement will control
        for purposes of the designated provisions. A special Effective Date
        may not result in the delay of a Plan provision beyond the  
        permissible Effective Date under any applicable law requirements.

                                 Execution Page

    The Trustee (and  Custodian,  if  applicable),  by executing  this  Adoption
Agreement,   accepts  its  position  and  agrees  to  all  of  the  obligations,
responsibilities  and duties imposed upon the Trustee (or  Custodian)  under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement,  the Employer by its duly authorized
officers, has executed this Adoption Agreement,  and the Trustee (and Custodian,
if applicable) signified its acceptance, on this ____________________ day of  
________________, 19__.

Name and EIN of Employer: ____________________________________________________

______________________________________________________________________________

Signed: ______________________________________________________________________

Name(s) of Trustee:    DEAN WITTER TRUST COMPANY

Signed: ______________________________________________________________________

Name of Custodian: ___________________________________________________________

Signed: ______________________________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 
of the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for 
ERISA reporting purposes (Form 5500 Series)is: 001.

Use of Adoption  Agreement.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement is solely for the Master Plan
Sponsor's recordkeeping purposes and does not necessarily correspond to the plan
number the Employer designated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting  employers of any amendment of this
Master Plan or of any abandonment or  discontinuance  by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries  regarding the adoption of
the  Master  Plan,  the  Master  Plan  Sponsor's  intended  meaning  of any plan
provisions  or the  effect  of the  opinion  letter  issued to the  Master  Plan
Sponsor,  please  contact the Master Plan Sponsor at the  following  address and
telephone  number:  Dean  Witter,  5 World Trade  Center,  NYC, NY 10048 - (212)
392-2222.

Reliance  on  Opinion  Letter.  The  Employer  may not rely on the  Master  Plan
Sponsor's opinion letter covering this Adoption  Agreement.  For reliance on the
Plan's  qualification,  the Employer must obtain a determination letter from the
applicable IRS Key District office.


_____________________________________________________
(Plan Administrator's Dean Witter VIP Account Number)

                             PARTICIPATION AGREEMENT

For Participation by Related Group Members (Plan Section 1.30)

    The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying  Adoption  Agreement, as if the Participating  Employer were a
signatory to that Agreement.  The Participating Employer accepts, and agrees to
be bound by, all of the  elections granted under the provisions of the Master
Plan as made by, the Signatory Employer to the Execution Page of the Adoption
Agreement.

    1. The Effective Date of the undersigned Employer's participation in the
       designated Plan is: _________________________________________________.
    2. The undersigned Employer's adoption of this Plan constitutes:

    [ ](a) The adoption of a new plan by the Participating Employer.
    [ ](b) The adoption of an amendment and restatement of a plan
           currently maintained by the Employer, identified as
           _________________________________________________________
           _________________________________________________________,
           and having an original effective date of ________________.

Dated this __________________________________ day of _______, 19_____.

Name of Participating Employer: ____________________________________________

____________________________________________________________________________ 

Signed: /s/ Daniel J. Barsky
        --------------------------------------------------------------------

Participating Employer's EIN: ______________________________________________

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: ________________________________________________

____________________________________________________________________________

Signed : _________________________________________Date _____________________

Name(s) of Trustee: Dean Witter Trust Company ______________________________

____________________________________________________________________________

Signed: /s/John Van Heuvelen                           Date 10/31/97
        ------------------------------------                ----------------

[Note: Each Participating Employer must execute a separate Participation 
Agreement.  See the Execution Page of the Adoption Agreement for important 
Master Plan information.]