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                                                                   Exhibit 10.6























                                            SENOMYX, INC.
                                             401(K) PLAN






<PAGE>




                                  TABLE OF CONTENTS

                                     ARTICLE I
                                    DEFINITIONS

                                     ARTICLE II
                                   ADMINISTRATION

<TABLE>
<S>   <C>                                                        <C>
2.1    POWERS AND RESPONSIBILITIES OF THE EMPLOYER................14
2.2    DESIGNATION OF ADMINISTRATIVE AUTHORITY....................15
2.3    POWERS AND DUTIES OF THE ADMINISTRATOR.....................15
2.4    RECORDS AND REPORTS........................................17
2.5    APPOINTMENT OF ADVISERS....................................17
2.6    PAYMENT OF EXPENSES........................................17
2.7    CLAIMS PROCEDURE...........................................17
2.8    CLAIMS REVIEW PROCEDURE....................................17

                                      ARTICLE III
                                      ELIGIBILITY

3.1    CONDITIONS OF ELIGIBILITY..................................19
3.2    EFFECTIVE DATE OF PARTICIPATION............................19
3.3    DETERMINATION OF ELIGIBILITY...............................20
3.4    TERMINATION OF ELIGIBILITY.................................20
3.5    OMISSION OF ELIGIBLE EMPLOYEE..............................20
3.6    INCLUSION OF INELIGIBLE EMPLOYEE...........................20
3.7    ELECTION NOT TO PARTICIPATE................................20

                                      ARTICLE IV
                                CONTRIBUTION AND ALLOCATION

4.1    FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION..............21
4.2    PARTICIPANT'S SALARY REDUCTION ELECTION....................21
4.3    TIME OF PAYMENT OF EMPLOYER CONTRIBUTION...................25
4.4    ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS.......25
4.5    ACTUAL DEFERRAL PERCENTAGE TESTS...........................28
4.6    ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS.............32
4.7    ACTUAL CONTRIBUTION PERCENTAGE TESTS.......................34


<PAGE>


4.8    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS.........37
4.9    MAXIMUM ANNUAL ADDITIONS...................................39
4.10   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS..................41
4.11   TRANSFERS FROM QUALIFIED PLANS.............................42
4.12   DIRECTED INVESTMENT ACCOUNT................................43

                                    ARTICLE V
                                   VALUATIONS

5.1    VALUATION OF THE TRUST FUND................................45
5.2    METHOD OF VALUATION........................................45

                                    ARTICLE VI
                  DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1    DETERMINATION OF BENEFITS UPON RETIREMENT...................46
6.2    DETERMINATION OF BENEFITS UPON DEATH........................46
6.3    DETERMINATION OF BENEFITS IN EVENT OF DISABILITY............47
6.4    DETERMINATION OF BENEFITS UPON TERMINATION..................47
6.5    DISTRIBUTION OF BENEFITS....................................50
6.6    DISTRIBUTION OF BENEFITS UPON DEATH.........................53
6.7    TIME OF SEGREGATION OR DISTRIBUTION.........................54
6.8    DISTRIBUTION FOR MINOR BENEFICIARY..........................54
6.9    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN..............55
6.10   PRE-RETIREMENT DISTRIBUTION.................................55
6.11   ADVANCE DISTRIBUTION FOR HARDSHIP...........................55
6.12   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.............57
6.13   DIRECT ROLLOVER.............................................57

                                   ARTICLE VII
                 AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1    AMENDMENT...................................................58
7.2    TERMINATION.................................................59
7.3    MERGER OR CONSOLIDATION.....................................59
7.4    LOANS TO PARTICIPANTS.......................................59

<PAGE>


                                  ARTICLE VIII
                                   TOP HEAVY

8.1    TOP HEAVY PLAN REQUIREMENTS.................................61
8.2    DETERMINATION OF TOP HEAVY STATUS...........................61

                                  ARTICLE IX
                                MISCELLANEOUS

9.1    PARTICIPANT'S RIGHTS........................................64
9.2    ALIENATION..................................................64
9.3    CONSTRUCTION OF PLAN........................................65
9.4    GENDER AND NUMBER...........................................65
9.5    LEGAL ACTION................................................65
9.6    PROHIBITION AGAINST DIVERSION OF FUNDS......................65
9.7    BONDING.....................................................66
9.8    EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE..................66
9.9    INSURER'S PROTECTIVE CLAUSE.................................66
9.10   RECEIPT AND RELEASE FOR PAYMENTS............................67
9.11   ACTION BY THE EMPLOYER......................................67
9.12   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY..........67
9.13   HEADINGS....................................................68
9.14   APPROVAL BY INTERNAL REVENUE SERVICE........................68
9.15   UNIFORMITY..................................................68

                                 ARTICLE X
                           PARTICIPATING EMPLOYERS

10.1   ADOPTION BY OTHER EMPLOYERS.................................68
10.2   REQUIREMENTS OF PARTICIPATING EMPLOYERS.....................69
10.3   DESIGNATION OF AGENT........................................69
10.4   EMPLOYEE TRANSFERS..........................................69
10.5   PARTICIPATING EMPLOYER CONTRIBUTION.........................70
10.6   AMENDMENT...................................................70
10.7   DISCONTINUANCE OF PARTICIPATION.............................70
10.8   ADMINISTRATOR'S AUTHORITY...................................70

</TABLE>








<PAGE>

                                   SENOMYX, INC.
                                    401(K) PLAN

         THIS PLAN, hereby adopted this first day of June, 2000, by SENOMYX,
INC. (herein referred to as the "Employer").

                                W I T N E S S E T H:

         WHEREAS, the Employer desires to recognize the contribution made to
its successful operation by its employees and to reward such contribution by
means of a 401(k) Profit Sharing Plan for those employees who shall qualify
as Participants hereunder;

         NOW, THEREFORE, effective January 1, 2000, (hereinafter called the
"Effective Date"), the Employer hereby establishes a 401(k) Profit Sharing
Plan (the "Plan") for the exclusive benefit of the Participants and their
Beneficiaries, on the following terms:

                                     ARTICLE I
                                    DEFINITIONS

    1.1  "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

    1.2  "Administrator" means the Employer unless another person or entity
has been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

    1.3  "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; any organization (whether or not incorporated) which is a member
of an affiliated service group (as defined in Code Section 414(m)) which
includes the Employer; and any other entity required to be aggregated with
the Employer pursuant to Regulations under Code Section 414(o).

    1.4  "Aggregate Amount" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions
of Section 8.2.

    1.5  "Anniversary Date" means December 31.

    1.6  "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of
Sections 6.2 and 6.6.

    1.7  "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

    1.8  "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments
of compensation by the Employer (in the

                                       1

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course of the Employer's trade or business) for a Plan Year for which the
Employer is required to furnish the Participant a written statement under
Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined
without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2)).

         For purposes of this Section, the determination of Compensation
shall be made by:


             (a)  including amounts which are contributed by the Employer
         pursuant to a salary reduction agreement and which are not
         includible in the gross income of the Participant under Code
         Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and
         Employee contributions described in Code Section 414(h)(2) that are
         treated as Employer contributions.

         For a Participant's initial year of participation, Compensation
shall be recognized for the entire Plan Year.

         Compensation in excess of $150,000 shall be disregarded. Such amount
shall be adjusted for increases in the cost of living in accordance with Code
Section 401(a)(17), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or
within such calendar year. For any short Plan Year the Compensation limit
shall be an amount equal to the Compensation limit for the calendar year in
which the Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12).

         For purposes of this Section, if the Plan is a plan described in
Code Section 413(c) or 414(f) (a plan maintained by more than one Employer),
the limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

     1.9  "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

     1.10 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to
the Plan in accordance with the Participant's deferral election pursuant to
Section 4.2 excluding any such amounts distributed as excess "annual
additions" pursuant to Section 4.10(a).

     1.11 "Designated Investment Alternative" means a specific investment
identified by name by a Fiduciary as an available investment under the Plan
which may be acquired or disposed of by the Trustee pursuant to the
investment direction by a Participant.

     1.12 "Directed Investment Option" means one or more of the following:

          (a)  a Designated Investment Alternative.

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          (b)  any other investment permitted by the Plan and the
     Participant Direction Procedures and acquired or disposed of by the
     Trustee pursuant to the investment direction of a Participant.

     1.13 "Early Retirement Date." This Plan does not provide for a
retirement date prior to Normal Retirement Date.

     1.14 "Elective Contribution" means the Employer contributions to the
Plan of Deferred Compensation excluding any such amounts distributed as
excess "annual additions" pursuant to Section 4.10(a). In addition, any
Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c)
and Section 4.6(b) which is used to satisfy the "Actual Deferral Percentage"
tests shall be considered an Elective Contribution for purposes of the Plan.
Any contributions deemed to be Elective Contributions (whether or not used to
satisfy the "Actual Deferral Percentage" tests) shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5), the
provisions of which are specifically incorporated herein by reference.

     1.15 "Eligible Employee" means any Employee.

           Employees whose employment is governed by the terms of a
collective bargaining agreement between Employee representatives (within the
meaning of Code Section 7701(a)(46)) and the Employer under which retirement
benefits were the subject of good faith bargaining between the parties will
not be eligible to participate in this Plan unless such agreement expressly
provides for coverage in this Plan.

           Employees who are nonresident aliens (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer which constitutes income
from sources within the United States (within the meaning of Code Section
861(a)(3)) shall not be eligible to participate in this Plan.

           Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have specifically
adopted this Plan in writing.

     1.16 "Employee" means any person who is employed by the Employer or
Affiliated Employer. Employee shall include Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees
are covered by a plan described in Code Section 414(n)(5) and such Leased
Employees do not constitute more than 20% of the recipient's non-highly
compensated work force.

     1.17 "Employer" means SENOMYX, INC. and any successor which shall
maintain this Plan; and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the State of California.
In addition, where appropriate, the term Employer shall include any
Participating Employer (as defined in Section 10.1) which shall adopt this
Plan.

     1.18 "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching
contributions made pursuant to Section 4.1(b) and any qualified non-elective
contributions or elective deferrals taken into


                                       3




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account pursuant to Section 4.7(c) on behalf of Highly Compensated
Participants for such Plan Year, over the maximum amount of such
contributions permitted under the limitations of Section 4.7(a) (determined
by reducing contributions made on behalf of Highly Compensated Participants
in order of the actual contribution ratios beginning with the highest of such
ratios).

         1.19 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions used to satisfy the "Actual Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the
Plan Year over the maximum amount of such contributions permitted under
Section 4.5(a) (determined by reducing contributions made on behalf of Highly
Compensated Participants in order of the actual deferral ratios beginning
with the highest of such ratios). Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.9(b).

         1.20 "Excess Deferred Compensation" means, with respect to any
taxable year of a Participant, the excess of the aggregate amount of such
Participant's Deferred Compensation and the elective deferrals pursuant to
Section 4.2(f) actually made on behalf of such Participant for such taxable
year, over the dollar limitation provided for in Code Section 402(g), which
is incorporated herein by reference. Excess Deferred Compensation shall be
treated as an "annual addition" pursuant to Section 4.9(b) when contributed
to the Plan unless distributed to the affected Participant not later than the
first April 15th following the close of the Participant's taxable year.
Additionally, for purposes of Sections 8.2 and 4.4(g), Excess Deferred
Compensation shall continue to be treated as Employer contributions even if
distributed pursuant to Section 4.2(f). However, Excess Deferred Compensation
of Non-Highly Compensated Participants is not taken into account for purposes
of Section 4.5(a) to the extent such Excess Deferred Compensation occurs
pursuant to Section 4.2(d).

         1.21  "Fiduciary" means any person who (a) exercises any
discretionary authority or discretionary control respecting management of the
Plan or exercises any authority or control respecting management or
disposition of its assets, (b) renders investment advice for a fee or other
compensation, direct or indirect, with respect to any monies or other
property of the Plan or has any authority or responsibility to do so, or (c)
has any discretionary authority or discretionary responsibility in the
administration of the Plan, including, but not limited to, the Trustee, the
Employer and its representative body, and the Administrator.

         1.22 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1 of each year ending the following December 31.

         1.23 "Forfeiture" means that portion of a Participant's Account that
is not Vested, and occurs on the earlier of:

                   (a) the distribution of the entire Vested portion of a
              Terminated Participant's Account, or

                   (b) the last day of the Plan Year in which the Participant
              incurs five (5) consecutive 1-Year Breaks in Service.

              Furthermore, for purposes of paragraph (a) above, in the case
of a Terminated Participant whose Vested benefit is zero, such Terminated
Participant shall be deemed to have received a distribution of his Vested
benefit upon his termination of employment. Restoration of

                                       4

<PAGE>


such amounts shall occur pursuant to Section 6.4(f)(2). In addition, the term
Forfeiture shall also include amounts deemed to be Forfeitures pursuant to
any other provision of this Plan.

         1.24 "Former Participant" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

         1.25 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments
of compensation by the Employer (in the course of the Employer's trade or
business) for a Plan Year for which the Employer is required to furnish the
Participant a written statement under Code Sections 6041(d), 6051(a)(3) and
6052. "415 Compensation" must be determined without regard to any rules under
Code Section 3401(a) that limit the remuneration included in wages based on
the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

              For Plan Years beginning after December 31, 1997, for purposes
of this Section, the determination of "415 Compensation" shall include any
elective deferral (as defined in Code Section 402(g)(3)), and any amount which
is contributed or deferred by the Employer at the election of the Participant
and which is not includible in the gross income of the Participant by reason
of Code Sections 125 or 457.

         1.26 "414(s) Compensation" with respect to any Participant means
such Participant's "415 Compensation" paid during a Plan Year. The amount of
"414(s) Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day
of such Plan Year.

              For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
described in Code Section 414(h)(2) that are treated as Employer
contributions.

              "414(s) Compensation" in excess of $150,000 shall be
disregarded. Such amount shall be adjusted for increases in the cost of
living in accordance with Code Section 401(a)(17), except that the dollar
increase in effect on January 1 of any calendar year shall be effective for
the Plan Year beginning with or within such calendar year. For any short Plan
Year the "414(s) Compensation" limit shall be an amount equal to the "414(s)
Compensation" limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12).

         1.27 "Highly Compensated Employee" means an Employee described in
Code Section 414(q) and the Regulations thereunder, and generally means an
Employee who performed services for the Employer during the "determination
year" and is in one or more of the following groups:

                   (a) Employees who at any time during the "determination
              year" or "look-back year" were "five percent owners" as defined
              in Section 1.33(c).

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<PAGE>

                   (b) Employees who received "415 Compensation" during the
              "look-back year" from the Employer in excess of $80,000 and
              were in the Top Paid Group of Employees for the Plan Year.

              The "determination year" shall be the Plan Year for which
testing is being performed, and the "look-back year" shall be the immediately
preceding twelve-month period.

              For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
described in Code Section 414(h)(2) that are treated as Employer
contributions. Additionally, the dollar threshold amount specified in (b)
above shall be adjusted at such time and in the same manner as under Code
Section 415(d), except that the base period shall be the calendar quarter
ending September 30, 1996. In the case of such an adjustment, the dollar
limit which shall be applied is the limit for the calendar year in which the
"look-back year" begins.

              In determining who is a Highly Compensated Employee, Employees
who are non-resident aliens and who received no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer constituting United
States source income within the meaning of Code Section 861(a)(3) shall not
be treated as Employees. Additionally, all Affiliated Employers shall be
taken into account as a single employer and Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in
Code Section 414(n)(5) and are not covered in any qualified plan maintained
by the Employer. The exclusion of Leased Employees for this purpose shall be
applied on a uniform and consistent basis for all of the Employer's retirement
plans. Highly Compensated Former Employees shall be treated as Highly
Compensated Employees without regard to whether they performed services
during the "determination year."

         1.28 "Highly Compensated Former Employee" means a former Employee
who had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing,
an Employee who separated from service prior to 1987 will be treated as a
Highly Compensated Former Employee only if during the separation year (or
year preceding the separation year) or any year after the Employee attains
age 55 (or the last year ending before the Employee's 55th birthday), the
Employee either received "415 Compensation" in excess of $50,000 or was a
"five percent owner." For purposes of this Section, "determination year,"
"415 Compensation" and "five percent owner" shall be determined in accordance
with Section 1.27. Highly Compensated Former Employees shall be treated as
Highly Compensated Employees. The method set forth in this Section for
determining who is a "Highly Compensated Former Employee" shall be applied on
a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

         1.29 "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

                                       6

<PAGE>



     1.30  "Hour of Service" means, for purposes of eligibility for
participation, vesting and benefit accrual, (1) each hour for which an
Employee is directly or indirectly compensated or entitled to compensation by
the Employer for the performance of duties (these hours will be credited to
the Employee for the computation period in which the duties are performed);
(2) each hour for which an Employee is directly or indirectly compensated or
entitled to compensation by the Employer (irrespective of whether the
employment relationship has terminated) for reasons other than performance of
duties (such as vacation, holidays, sickness, jury duty, disability, lay-off,
military duty or leave of absence) during the applicable computation period
(these hours will be calculated and credited pursuant to Department of Labor
regulation 2530.200b-2 which is incorporated herein by reference); (3) each
hour for which back pay is awarded or agreed to by the Employer without
regard to mitigation of damages (these hours will be credited to the Employee
for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made). The same Hours of Service shall not be credited both under
(1) or (2), as the case may be, and under (3).

           Notwithstanding the above, (i) no more than 501 Hours of Service
are required to be credited to an Employee on account of any single
continuous period during which the Employee performs no duties (whether or
not such period occurs in a single computation period); (ii) an hour for
which an Employee is directly or indirectly paid, or entitled to payment, on
account of a period during which no duties are performed is not required to
be credited to the Employee if such payment is made or due under a plan
maintained solely for the purpose of complying with applicable worker's
compensation, or unemployment compensation or disability insurance laws; and
(iii) Hours of Service are not required to be credited for a payment which
solely reimburses an Employee for medical or medically related expenses
incurred by the Employee.

          For purposes of this Section, a payment shall be deemed to be made
by or due from the Employer regardless of whether such payment is made by or
due from the Employer directly, or indirectly through, among others, a trust
fund, or insurer, to which the Employer contributes or pays premiums and
regardless of whether contributions made or due to the trust fund, insurer,
or other entity are for the benefit of particular Employees or are on behalf
of a group of Employees in the aggregate.

          For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.31  "Income" means the income or losses allocable to "excess amounts"
which shall equal the allocable gain or loss for the "applicable computation
period". The income allocable to "excess amounts" for the "applicable
computation period" is determined by multiplying the income for the
"applicable computation period" by a fraction. The numerator of the fraction
is the "excess amount" for the "applicable computation period." The
denominator of the fraction is the total "account balance" attributable to
"Employer contributions" as of the end of the "applicable computation
period", reduced by the gain allocable to such total amount for the
"applicable computation period" and increased by the loss allocable to such
total amount for the "applicable computation period". The provisions of this
Section shall be applied:



                                       7
<PAGE>




               (a)  For purposes of Section 4.2(f), by substituting:

               (1)  "Excess Deferred Compensation" for "excess amounts";

               (2)  "taxable year of the Participant" for "applicable
                    computation period";

               (3)  "Deferred Compensation" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance."

               (b)  For purposes of Section 4.6(a), by substituting:

               (1)  "Excess Contributions" for "excess amounts";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Elective Contributions" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance."

               (c)  For purposes of Section 4.8(a), by substituting:

               (1)  "Excess Aggregate Contributions" for "excess amounts";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Employer matching contributions made pursuant to
                    Section 4.1(b) and any qualified non-elective contributions
                    or elective deferrals taken into account pursuant to
                    Section 4.7(c)" for "Employer contributions"; and

               (4)  "Participant's Account" for "account balance."

           Income allocable to any distribution of Excess Deferred
Compensation on or before the last day of the taxable year of the Participant
shall be calculated from the first day of the taxable year of the Participant
to the date on which the distribution is made pursuant to either the
"fractional method" or the "safe harbor method." Under such "safe harbor
method," allocable Income for such period shall be deemed to equal ten
percent (10%) of the Income allocable to such Excess Deferred Compensation
multiplied by the number of calendar months in such period. For purposes of
determining the number of calendar months in such period, a distribution
occurring on or before the fifteenth day of the month shall be treated as
having been made on the last day of the preceding month and a distribution
occurring after such fifteenth day shall be treated as having been made on
the first day of the next subsequent month.

     1.32  "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

                                       8

<PAGE>


     1.33  "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee
(as well as each of his Beneficiaries) is considered a Key Employee if he, at
any time during the Plan Year that contains the "Determination Date" or any
of the preceding four (4) Plan Years, has been included in one of the
following categories:

                (a)  an officer of the Employer (as that term is defined
           within the meaning of the Regulations under Code Section 416) having
           annual "415 Compensation" greater than 50 percent of the amount in
           effect under Code Section 415(b)(1)(A) for any such Plan Year.

                (b)  one of the ten employees having annual "415 Compensation"
           from the Employer for a Plan Year greater than the dollar limitation
           in effect under Code Section 415(c)(1)(A) for the calendar year in
           which such Plan Year ends and owning (or considered as owning within
           the meaning of Code Section 318) both more than one-half percent
           interest and the largest interests in the Employer.

                (c)  a "five percent owner" of the Employer. "Five percent
           owner" means any person who owns (or is considered as owning within
           the meaning of Code Section 318) more than five percent (5%) of the
           outstanding stock of the Employer or stock possessing more than five
           percent (5%) of the total combined voting power of all stock of the
           Employer or, in the case of an unincorporated business, any person
           who owns more than five percent (5%) of the capital or profits
           interest in the Employer. In determining percentage ownership
           hereunder, employers that would otherwise be aggregated under Code
           Sections 414(b), (c), (m) and (o) shall be treated as separate
           employers.

                (d)  a "one percent owner" of the Employer having an annual
           "415 Compensation" from the Employer of more than $150,000. "One
           percent owner" means any person who owns (or is considered as owning
           within the meaning of Code Section 318) more than one percent (1%) of
           the outstanding stock of the Employer or stock possessing more than
           one per cent (1%) of the total combined voting power of all stock of
           the Employer or, in the case of an unincorporated business, any
           person who owns more than one percent (1%) of the capital or profits
           interest in the Employer. In determining percentage ownership
           hereunder, employers that would otherwise be aggregated under Code
           Section 414(b), (c), (m) and (o) shall be treated as separate
           employers. However, in determining whether an individual has "415
           Compensation" of more than $150,000, "415 Compensation" from each
           employer required to be aggregated under Code Sections 414(b), (c),
           (m) and (o) shall be taken into account.

           For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
described in Code Section 414(h)(2) that are treated as Employer
contributions.

                                       9



<PAGE>


     1.34  "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

     1.35  "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or
for the recipient and related persons determined in accordance with Code
Section 414(n)(6)) on a substantially full time basis for a period of at
least one year, and such services are performed under primary direction or
control by the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to
services performed for the recipient employer shall be treated as provided by
the recipient employer. A Leased Employee shall not be considered an Employee
of the recipient:

                (a)  if such employee is covered by a money purchase pension
           plan providing:

                (1)  a non-integrated employer contribution rate of at least 10%
                of compensation, as defined in Code Section 415(c)(3), but
                including amounts which are contributed by the Employer pursuant
                to a salary reduction agreement and which are not includible in
                the gross income of the Participant under Code Sections 125,
                402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
                contributions described in Code Section 414(h)(2) that are
                treated as Employer contributions.

                (2)  immediate participation; and

                (3)  full and immediate vesting; and

                (b)  if Leased Employees do not constitute more than 20% of the
           recipient's non-highly compensated work force.

     1.36  "Non-Elective Contribution" means the Employer contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

     1.37  "Non-Highly Compensated Participant" means any Participant who is
not a Highly Compensated Employee.

     1.38  "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

     1.39  "Normal Retirement Age" means the Participant's 59 1/2 birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.



                                       10

<PAGE>


     1.40  "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

     1.41  "1-Year Break in Service" means, for purposes of eligibility for
participation and vesting, the applicable computation period during which an
Employee has not completed more than 500 Hours of Service with the Employer.
Further, solely for the purpose of determining whether a participant has
incurred a 1-Year Break in Service, Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of
absence." Years of Service and 1-Year Breaks in Service shall be measured on
the same computation period.

           "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

           A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement
of a child with the Employee in connection with the adoption of such child,
or any absence for the purpose of caring for such child for a period
immediately following such birth or placement. For this purpose, Hours of
Service shall be credited for the computation period in which the absence
from work begins, only if credit therefore is necessary to prevent the
Employee from incurring a 1-Year Break in Service, or, in any other case, in
the immediately following computation period. The Hours of Service credited
for a "maternity or paternity leave of absence" shall be those which would
normally have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be
credited for a "maternity or paternity leave of absence" shall not exceed 501.

     1.42  "Participant" means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate further in
the Plan.

     1.43  "Participant Direction Procedures" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall
be established pursuant to Section 4.12 and observed by the Administrator and
applied and provided to Participants who have Participant Directed Accounts.

     1.44  "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his
total interest in the Plan and Trust resulting from the Employer Non-Elective
Contributions.

           A separate accounting shall be maintained with respect to that
portion of the Participant's Account attributable to Employer matching
contributions made pursuant to Section 4.1(b), Employer discretionary
contributions made pursuant to Section 4.1(d) and any Employer Qualified
Non-Elective Contributions.

     1.45  "Participant's Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.



                                       11

<PAGE>


     1.46  "Participant's Directed Account" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction
Procedure.

     1.47  "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his
total interest in the Plan and Trust resulting from the Employer Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A
separate accounting shall be maintained with respect to that portion of the
Participant's Elective Account attributable to such Elective Contributions
pursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.

     1.48  "Plan" means this instrument, including all amendments thereto.

     1.49  "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1 of each year and ending the following December 31.

     1.50  "Qualified Non-Elective Contribution" means any Employer
contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section
4.8(f). Such contributions shall be considered an Elective Contribution for
the purposes of the Plan and may be used to satisfy the "Actual Deferral
Percentage" tests or the "Actual Contribution Percentage" tests.

     1.51  "Regulation" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to
time.

     1.52  "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

     1.53  "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such
retirement occurs on a Participant's Normal Retirement Date or Late
Retirement Date (see Section 6.1).

     1.54  "Super Top Heavy Plan" means a plan described in Section 8.2(b).

     1.55  "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by death,
Total and Permanent Disability or retirement.

      1.56  "Top Heavy Plan" means a plan described in Section 8.2(a).

      1.57  "Top Heavy Plan Year" means a Plan Year during which the Plan is
a Top Heavy Plan.

      1.58  "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked
according to the amount of "415 Compensation" (determined for this purpose in
accordance with Section 1.27) received from the Employer during such year.
All Affiliated Employers shall be taken into account as a single employer,
and Leased Employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such Leased Employees are
covered by a plan described in



                                       12

<PAGE>

Code Section 414(n)(5) and are not covered in any qualified plan maintained
by the Employer. Employees who are non-resident aliens and who received no
earned income (within the meaning of Code Section 911(d)(2)) from the
Employer constituting United States source income within the meaning of Code
Section 861(a)(3) shall not be treated as Employees.  Additionally, for the
purpose of determining the number of active Employees in any year, the
following additional Employees shall also be excluded; however, such
Employees shall still be considered for the purpose of identifying the
particular Employees in the Top Paid Group:

                (a)  Employees with less than six (6) months of service;

                (b)  Employees who normally work less than 17 1/2 hours per
                     week;

                (c)  Employees who normally work less than six (6) months
                     during a year; and

                (d)  Employees who have not yet attained age 21.

           In addition, if 90 percent or more of the Employees of the
Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification
of particular Employees in the Top Paid Group.

           The foregoing exclusions set forth in this Section shall be
applied on a uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable.

     1.59  "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing his usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

     1.60  "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

     1.61  "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

     1.62  "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the
contrary, effective December 12, 1994, contributions, benefits and service
credit with respect to qualified military service will be provided in
accordance with Code Section 414(u).

     1.63  "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include
any day during the Plan Year that the Trustee, any transfer agent appointed by
the Trustee or the Employer and any stock exchange used by such agent are
open for business.



                                       13

<PAGE>

     1.64  "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

     1.65  "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least
1000 Hours of Service.

           For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service. The participation computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service. The participation
computation period shall shift to the Plan Year which includes the anniversary
of the date on which the Employee first performed an Hour of Service. An
Employee who is credited with the required Hours of Service in both the
initial computation period (or the computation period beginning after a 1-Year
Break in Service) and the Plan Year which includes the anniversary of the
date on which the Employee first performed an Hour of Service, shall be
credited with two (2) Years of Service for purposes of eligibility to
participate.

           For vesting purposes, the computation periods shall be the Plan
Year, including periods prior to the Effective Date of the Plan.

           The computation period shall be the Plan Year if not otherwise set
forth herein.

           Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c).
However, in determining whether an Employee has completed a Year of Service
for benefit accrual purposes in the short Plan Year, the number of the Hours
of Service required shall be proportionately reduced based on the number of
full months in the short Plan Year.

           Years of Service with Ambryx Inc. shall be recognized.

           Years of Service with any Affiliated Employer shall be recognized.


                                   ARTICLE II
                                 ADMINISTRATION

2.1  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                (a)  In addition to the general powers and responsibilities
           otherwise provided for in this Plan, the Employer shall be empowered
           to appoint and remove the Trustee and the Administrator from time to
           time as it deems necessary for the proper administration of the Plan
           to ensure that the Plan is being operated for the exclusive benefit
           of the Participants and their Beneficiaries in accordance with the
           terms of the Plan, the Code, and the Act. The Employer may appoint
           counsel, specialists, advisers, agents (including any nonfiduciary
           agent) and other persons as the Employer deems necessary or desirable
           in connection with the exercise of its fiduciary duties under this
           Plan. The Employer may compensate




                                       14
<PAGE>


           such agents or advisers from the assets of the Plan as fiduciary
           expenses (but not including any business (settlor) expenses of the
           Employer), to the extent not paid by the Employer.

                (b)  The Employer may, by written agreement or designation,
           appoint at its option an Investment Manager (qualified under the
           Investment Company Act of 1940 as amended), investment adviser, or
           other agent to provide direction to the Trustee with respect to any
           or all of the Plan assets. Such appointment shall be given by the
           Employer in writing in a form acceptable to the Trustee and shall
           specifically identify the Plan assets with respect to which the
           Investment Manager or other agent shall have authority to direct
           the investment.

                (c)  The Employer shall establish a "funding policy and
           method," i.e., it shall determine whether the Plan has a short run
           need for liquidity (e.g., to pay benefits) or whether liquidity is
           a long run goal and investment growth (and stability of same) is a
           more current need, or shall appoint a qualified person to do so. The
           Employer or its delegate shall communicate such needs and goals to
           the Trustee, who shall coordinate such Plan needs with its investment
           policy. The communication of such a "funding policy and method" shall
           not, however, constitute a directive to the Trustee as to investment
           of the Trust Funds. Such "funding policy and method" shall be
           consistent with the objectives of this Plan and with the requirements
           of Title I of the Act.

                (d)  The Employer shall periodically review the performance
           of any Fiduciary or other person to whom duties have been delegated
           or allocated by it under the provisions of this Plan or pursuant to
           procedures established hereunder. This requirement may be satisfied
           by formal periodic review by the Employer or by a qualified person
           specifically designated by the Employer, through day-to-day conduct
           and evaluation, or through other appropriate ways.

2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY

           The Employer shall be the Administrator. The Employer may appoint
any person, including, but not limited to, the Employees of the Employer, to
perform the duties of the Administrator. Any person so appointed shall
signify his acceptance by filing written acceptance with the Employer. Upon
the resignation or removal of any individual performing the duties of the
Administrator, the Employer may designate a successor.

2.3  POWERS AND DUTIES OF THE ADMINISTRATOR

           The primary responsibility of the Administrator is to administer
the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Administrator
shall administer the Plan in accordance with its terms and shall have the
power and discretion to construe the terms of the Plan and to determine all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any such determination by the Administrator shall be
conclusive and binding upon all persons. The Administrator may establish
procedures, correct any defect, supply any information, or reconcile any
inconsistency in such manner and to such extent as shall be deemed necessary
or advisable



                                       15
<PAGE>

to carry out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied
and shall be consistent with the intent that the Plan shall continue to be
deemed a qualified plan under the terms of Code Section 401(a), and shall
comply with the terms of the Act and all regulations issued pursuant thereto.
The Administrator shall have all powers necessary or appropriate to
accomplish his duties under this Plan.

             The Administrator shall be charged with the duties of the
general administration of the Plan, including, but not limited to, the
following:

                   (a)    the discretion to determine all questions relating
             to the eligibility of Employees to participate or remain a
             Participant hereunder and to receive benefits under the Plan;

                   (b)    to compute, certify, and direct the Trustee with
             respect to the amount and the kind of benefits to which any
             Participant shall be entitled hereunder;

                   (c)    to authorize and direct the Trustee with respect to
             all nondiscretionary or otherwise directed disbursements from
             the Trust;

                   (d)    to maintain all necessary records for the
             administration of the Plan;

                   (e)    to interpret the provisions of the Plan and to make
             and publish such rules for regulation of the Plan as are
             consistent with the terms hereof;

                   (f)    to determine the size and type of any Contract to
             be purchased from any insurer, and to designate the insurer from
             which such Contract shall be purchased;

                   (g)    to compute and certify to the Employer and to the
             Trustee from time to time the sums of money necessary or
             desirable to be contributed to the Plan;

                   (h)    to consult with the Employer and the Trustee
             regarding the short and long-term liquidity needs of the Plan in
             order that the Trustee can exercise any investment discretion in
             a manner designed to accomplish specific objectives;

                   (i)    to prepare and implement a procedure to notify
             Eligible Employees that they may elect to have a portion of
             their Compensation deferred or paid to them in cash;

                   (j)    to act as the named Fiduciary responsible for
             communications with Participants as needed to maintain Plan
             compliance with ERISA Section 404(c), including but not limited
             to the receipt and transmitting of Participant's directions as
             to the investment of their account(s) under the Plan and the
             formulation of policies, rules, and procedures pursuant to which
             Participants may give investment instructions with respect to
             the investment of their accounts;

                                       16
<PAGE>

                   (k)    to assist any Participant regarding his rights,
             benefits, or elections available under the Plan.

2.4      RECORDS AND REPORTS

             The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, policies, and other data that
may be necessary for proper administration of the Plan and shall be
responsible for supplying all information and reports to the Internal Revenue
Service, Department of Labor, Participants, Beneficiaries and others as
required by law.

2.5      APPOINTMENT OF ADVISERS

             The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents
(including nonfiduciary agents) and other persons as the Administrator or the
Trustee deems necessary or desirable in connection with the administration of
this Plan, including but not limited to agents and advisers to assist with
the administration and management of the Plan, and thereby to provide, among
such other duties as the Administrator may appoint, assistance with
maintaining Plan records and the providing of investment information to the
Plan's investment fiduciaries and to Plan Participants.

2.6      PAYMENT OF EXPENSES

             All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses
incident to the functioning of the Administrator, or any person or persons
retained or appointed by any Named Fiduciary incident to the exercise of
their duties under the Plan, including, but not limited to, fees of
accountants, counsel, Investment Managers, agents (including nonfiduciary
agents) appointed for the purpose of assisting the Administrator or the
Trustee in carrying out the instructions of Participants as to the directed
investment of their accounts and other specialists and their agents, and
other costs of administering the Plan. Until paid, the expenses shall
constitute a liability of the Trust Fund.

2.7      CLAIMS PROCEDURE

             Claims for benefits under the Plan may be filed in writing with
the Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed. In
the event the claim is denied, the reasons for the denial shall be
specifically set forth in the notice in language calculated to be understood
by the claimant, pertinent provisions of the Plan shall be cited, and, where
appropriate, an explanation as to how the claimant can perfect the claim will
be provided. In addition, the claimant shall be furnished with an explanation
of the Plan's claims review procedure.

2.8      CLAIMS REVIEW PROCEDURE

             Any Employee, former Employee, or Beneficiary of either, who has
been denied a benefit by a decision of the Administrator pursuant to Section
2.7 shall be entitled to request the Administrator to give further
consideration to his claim by filing with the Administrator (on a

                                       17
<PAGE>

form which may be obtained from the Administrator) a request for a hearing.
Such request, together with a written statement of the reasons why the
claimant believes his claim should be allowed, shall be filed with the
Administrator no later than 60 days after receipt of the written notification
provided for in Section 2.7. The Administrator shall then conduct a hearing
within the next 60 days, at which the claimant may be represented by an
attorney or any other representative of his choosing and at which the
claimant shall have an opportunity to submit written and oral evidence and
arguments in support of his claim. At the hearing (or prior thereto upon 5
business days written notice to the Administrator) the claimant or his
representative shall have an opportunity to review all documents in the
possession of the Administrator which are pertinent to the claim at issue and
its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter
and such transcripts shall be borne by the party causing the court reporter
to attend the hearing. A final decision as to the allowance of the claim
shall be made by the Administrator within 60 days of receipt of the appeal
(unless there has been an extension of 60 days due to special circumstances,
provided the delay and the special circumstances occasioning it are
communicated to the claimant within the 60 day period). Such communication
shall be written in a manner calculated to be understood by the claimant and
shall include specific reasons for the decision and specific references to
the pertinent Plan provisions on which the decision is based.

                                       18


<PAGE>




                         ARTICLE III
                         ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY

          (a)   Employer Elective Contribution

                For purposes of Employer Elective Contributions made pursuant
      to Section 4.1(a), any Eligible Employee who has attained age twenty-one
      (21) shall be eligible to participate hereunder as of the date he has
      satisfied such requirements.

          (b)   Employer Non-Elective Matching Contribution

                For purposes of Employer Non-Elective Matching Contributions
      made pursuant to Section 4.1(b), any Eligible Employee who has attained
      age twenty-one (21) and completed one (1) Year of Service shall be
      eligible to participate hereunder as of the date he has satisfied such
      requirements.

          (c)   Employer Qualified Non-Elective Contribution

                For purposes of Employer Qualified Non-Elective Contributions
      made pursuant to Section 4.1(c), any Eligible Employee who has attained
      age twenty-one (21) and completed one (1) Year of Service shall be
      eligible to participate hereunder as of the date he has satisfied such
      requirements.

          (d)   Employer Non-Elective Discretionary Contribution

                For purposes of Employer Non-Elective Discretionary
      Contributions made pursuant to Section 4.1(d), any Eligible Employee who
      has attained age twenty-one (21) and completed one (1) Year of Service
      shall be eligible to participate hereunder as of the date he has
      satisfied such requirements.

3.2   EFFECTIVE DATE OF PARTICIPATION

           An Eligible Employee shall become a Participant effective as of the
earlier of the first day of the Plan Year, the first day of the fourth month,
the first day of the seventh month, or the first day of the tenth month of
such Plan Year coinciding with or next following the date such Employee met
the eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred).

           In the event an Employee who is not a member of an eligible class
of Employees becomes a member of an eligible class, such Employee will
participate immediately if such Employee has satisfied the minimum age and
service requirements and would have otherwise previously become a Participant.


                                    19


<PAGE>


3.3   DETERMINATION OF ELIGIBILITY

           The Administrator shall determine the eligibility of each Employee
for participation in the Plan based upon information furnished by the
Employer. Such determination shall be conclusive and binding upon all
persons, as long as the same is made pursuant to the Plan and the Act. Such
determination shall be subject to review per Section 2.8.

3.4    TERMINATION OF ELIGIBILITY

           (a)   In the event a Participant shall go from a classification of
       an Eligible Employee to an ineligible Employee, such Former Participant
       shall continue to vest in his interest in the Plan for each Year of
       Service completed while a noneligible Employee, until such time as his
       Participant's Account shall be forfeited or distributed pursuant to the
       terms of the Plan. Additionally, his interest in the Plan shall continue
       to share in the earnings of the Trust Fund.

           (b)   In the event a Participant is no longer a member of an
       eligible class of Employees and becomes ineligible to participate, such
       Employee will participate immediately upon returning to an eligible class
       of Employees.

3.5    OMISSION OF ELIGIBLE EMPLOYEE

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

3.6    INCLUSION OF INELIGIBLE EMPLOYEE

       If, in any Plan Year, any person who should not have been included as
a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the contribution
made with respect to the ineligible person regardless of whether or not a
deduction is allowable with respect to such contribution. In such event, the
amount contributed with respect to the ineligible person shall constitute a
Forfeiture (except for Deferred Compensation which shall be distributed to
the ineligible person) for the Plan Year in which the discovery is made.

3.7    ELECTION NOT TO PARTICIPATE

       An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate
must be communicated to the Employer, in writing, at least thirty (30) days
before the beginning of a Plan Year.



                                         20
<PAGE>

                            ARTICLE IV
                    CONTRIBUTION AND ALLOCATION


4.1  FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

          For each Plan Year, the Employer shall contribute to the Plan:

              (a)  The amount of the total salary reduction elections of all
          Participants made pursuant to Section 4.2(a), which amount shall be
          deemed an Employer Elective Contribution.

              (b)  On behalf of each Participant who is eligible to share in
          matching contributions for the Plan Year, a discretionary matching
          contribution equal to a uniform percentage of each such Participant's
          Deferred Compensation, the exact percentage, if any, to be determined
          each year by the Employer, which amount, if any, shall be deemed an
          Employer Non-Elective Contribution.

              (c)  On behalf of each Participant who is eligible to share in the
          Qualified Non-Elective Contribution for the Plan Year, a discretionary
          Qualified Non-Elective Contribution equal to a uniform percentage of
          each eligible individual's Compensation, the exact percentage, if any,
          to be determined each year by the Employer. Any Employer Qualified
          Non-Elective Contribution shall be deemed an Employer Elective
          Contribution.

              (d)  A discretionary amount on behalf of each of the following
          groups of Participants, which amount, if any, shall be deemed an
          Employer Non-Elective Contribution. The Employer shall provide the
          Administrator with written notification of the amount of the
          contribution to be allocated to each group.

              (1)  Group A shall consist of: President, Chief Executive Officer,
              Chairman of the Board, Chief Scientific Officer.

              (2)  Group B shall consist of: Vice Presidents, Secretary,
              Treasurer, not listed above.

              (3)  Group C shall consist of: All others.

              (e)  Additionally, to the extent necessary, the Employer shall
          contribute to the Plan the amount necessary to provide the top heavy
          minimum contribution. All contributions by the Employer shall be made
          in cash.

4.2   PARTICIPANT'S SALARY REDUCTION ELECTION

              (a)  Each Participant may elect to defer his Compensation which
          would have been received in the Plan Year, but for the deferral
          election, by up to 12%. A deferral election (or modification of an
          earlier election) may not be made with respect to Compensation
          which is currently available on or before the date the Participant
          executed such election or, if later, the latest of the date the
          Employer


                                     21
<PAGE>

          adopts this cash or deferred arrangement, or the date such
          arrangement first became effective. For purposes of this Section,
          Compensation shall be determined prior to any reductions made
          pursuant to Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or
          457(b), and Employee contributions described in Code Section
          414(h)(2) that are treated as Employer contributions.

                   The amount by which Compensation is reduced shall be that
          Participant's Deferred Compensation and be treated as an Employer
          Elective Contribution and allocated to that Participant's Elective
          Account.

              (b)  The balance in each Participant's Elective Account shall be
          fully Vested at all times and shall not be subject to Forfeiture for
          any reason.

              (c)  Notwithstanding anything in the Plan to the contrary, amounts
          held in the Participant's Elective Account may not be distributable
          (including any offset of loans) earlier than:

              (1)  a Participant's separation from service, Total and Permanent
              Disability, or death;

              (2)  a Participant's attainment of age 59 1/2;

              (3)  the termination of the Plan without the establishment or
              existence of a "successor plan," as that term is described in
              Regulation 1.401(k)-1(d)(3);

              (4)  the date of disposition by the Employer to an entity that
              is not an Affiliated Employer if substantially all of the assets
              (within the meaning of Code Section 409(d)(2)) used in a trade or
              business of such corporation if such corporation continues to
              maintain this Plan after the disposition with respect to a
              Participant who continues employment with the corporation
              acquiring such assets;

              (5)  the date of disposition by the Employer or an Affiliated
              Employer who maintains the Plan of its interest in a subsidiary
              (within the meaning of Code Section 409(d)(3)) to an entity which
              is not an Affiliated Employer but only with respect to a
              Participant who continues employment with such subsidiary; or

              (6)  the proven financial hardship of a Participant, subject to
              the limitations of Section 6.11.

              (d)  For each Plan Year, a Participant's Deferred Compensation
          made under this Plan and all other plans, contracts or arrangements
          of the Employer maintaining this Plan shall not exceed, during any
          taxable year of the Participant, the limitation imposed by Code
          Section 402(g), as in effect at the beginning of such taxable year.
          If such dollar limitation is exceeded, a Participant will be deemed
          to have notified the Administrator of such excess amount which
          shall be

                                     22
<PAGE>

          distributed in a manner consistent with Section 4.2(f). The dollar
          limitation shall be adjusted annually pursuant to the method
          provided in Code Section 415(d) in accordance with Regulations.

              (e)  In the event a Participant has received a hardship
          distribution form his Participant's Elective Account pursuant to
          Section 6.11(c) or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B)
          from any other plan maintained by the Employer, then such
          Participant shall not be permitted to elect to have Deferred
          Compensation contributed to the Plan on his behalf for a period of
          twelve (12) months following the receipt of the distribution.
          Furthermore, the dollar limitation under Code Section 402(g) shall
          be reduced, with respect to the Participant's taxable year
          following the taxable year in which the hardship distribution was
          made, by the amount of such Participant's Deferred Compensation, if
          any, pursuant to this Plan (and any other plan maintained by the
          Employer) for the taxable year of the hardship distribution.

              (f)  If a Participant's Deferred Compensation under this Plan
          together with any elective deferrals (as defined in Regulation
          1.402(g)-1(b)) under another qualified cash or deferred arrangement
          (as defined in Code Section 401(k)), a simplified employee pension
          (as defined in Code Section 408(k)), a salary reduction arrangement
          (within the meaning of Code Section 3121(a)(5)(D)), a deferred
          compensation plan under Code Section 457(b), or a trust described
          in Code Section 501(c)(18) cumulatively exceed the limitation
          imposed by Code Section 402(g) (as adjusted annually in accordance
          with the method provided in Code 415(d) pursuant to Regulations)
          for such Participant's taxable year, the Participant may, not later
          than March 1 following the close of the Participant's taxable year,
          notify the Administrator in writing of such excess and request that
          his Deferred Compensation under this Plan be reduced by an amount
          specified by the Participant. In such event, the Administrator may
          direct the Trustee to distribute such excess amount (and any Income
          allocable to such excess amount) to the Participant not later than
          the first April 15th following the close of the Participant's
          taxable year. Any distribution of less than the entire amount of
          Excess Deferred Compensation and Income shall be treated as a pro
          rata distribution of Excess Deferred Compensation and Income. The
          amount distributed shall not exceed the Participant's Deferred
          Compensation under the Plan for the taxable year (and any Income
          allocable to such excess amount). Any distribution on or before the
          last day of the Participant's taxable year must satisfy each of the
          following conditions:

              (1)  the distribution must be made after the date on which the
              Plan received the Excess Deferred Compensation;

              (2)  the Participant shall designate the distribution as Excess
              Deferred Compensation; and

              (3)  the Plan must designate the distribution as a distribution of
              Excess Deferred Compensation.


                                     23



<PAGE>

              Matching contributions which relate to Excess Deferred
          Compensation which is distributed pursuant to this Section 4.2(f)
          shall be forfeited.

              (g)  Notwithstanding Section 4.2(f) above, a Participant's Excess
          Deferred Compensation shall be reduced, but not below zero, by any
          distribution of Excess Contributions pursuant to Section 4.6(a) for
          the Plan Year beginning with or within the taxable year of the
          Participant.

              (h)  At Normal Retirement Date, or such other date when the
          Participant shall be entitled to receive benefits, the fair market
          value of the Participant's Elective Account shall be used to provide
          additional benefits to the Participant or his Beneficiary.

              (i)  Employer Elective Contributions made pursuant to this Section
          may be segregated into a separate account for each Participant in a
          federally insured savings account, certificate of deposit in a bank or
          savings and loan association, money market certificate, or other
          short-term debt security acceptable to the Trustee until such time as
          the allocations pursuant to Section 4.4 have been made.

              (j)  The Employer and the Administrator shall implement the salary
          reduction elections provided for herein in accordance with the
          following:

              (1)  A Participant must make his initial salary deferral election
              within a reasonable time, not to exceed thirty (30) days, after
              entering the Plan pursuant to Section 3.2. If the Participant
              fails to make an initial salary deferral election within such
              time, then such Participant may thereafter make an election in
              accordance with the rules governing modifications. The Participant
              shall make such an election by entering into a written salary
              reduction agreement with the Employer and filing such agreement
              with the Administrator. Such election shall initially be effective
              beginning with the pay period following the acceptance of the
              salary reduction agreement by the Administrator, shall not have
              retroactive effect and shall remain in force until revoked.

              (2)  A Participant may modify a prior election during the Plan
              Year and concurrently make a new election by filing a written
              notice with the Administrator within a reasonable time before the
              pay period for which such modification is to be effective. However
              modifications to a salary deferral election shall only be
              permitted quarterly, during election periods established by the
              Administrator prior to the first day of each Plan Year quarter,
              and at other special election times as elected by the Employer.
              Any modification shall not have retroactive effect and shall
              remain in force until revoked.

              (3)  A Participant may elect to prospectively revoke his salary
              reduction agreement in its entirety at any time during the Plan
              Year by

                                      24

<PAGE>

         providing the Administrator with thirty (30) days written notice of
         such revocation (or upon such shorter notice period as may be
         acceptable to the Administrator). Such revocation shall become
         effective as of the beginning of the first pay period coincident
         with or next following the expiration of the notice period.
         Furthermore, the termination of the Participant's employment, or the
         cessation of participation for any reason, shall be deemed to revoke
         any salary reduction agreement then in effect, effective immediately
         following the close of the pay period within which such termination
         or cessation occurs.

4.3  TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

          The Employer shall generally pay to the Trustee its contribution to
the Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the filing of the Employer federal income tax return
for the Fiscal Year.

          However, Employer Elective Contributions accumulated through
payroll deductions shall be paid to the Trustee as of the earliest date on
which such contributions can reasonably be segregated from the Employer
general assets, but in any event within ninety (90) days from the date on
which such amounts would otherwise have been payable to the Participant in
cash. The provisions of Department of Labor regulations 2510.3-102 are
incorporated herein by reference. Furthermore, any additional Employer
contributions which are allocable to the Participant's Elective Account for a
Plan Year shall be paid to the Plan no later than the twelve-month period
immediately following the close of such Plan Year.

4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

              (a)  The Administrator shall establish and maintain an account
          in the name of each Participant to which the Administrator shall
          credit as of each Anniversary Date all amounts allocated to each
          such Participant as set forth herein.

              (b)  The Employer shall provide the Administrator with all
          information required by the Administrator to make a proper
          allocation of the Employer contributions for each Plan Year. Within
          a reasonable period of time after the date of receipt by the
          Administrator of such information, the Administrator shall allocate
          such contribution as follows:

              (1)  With respect to the Employer Elective Contribution made
              pursuant to section 4.1(a), to each Participant's Elective
              Account in an amount equal to each such Participant's Deferred
              Compensation for the year.

              (2)  With respect to the Employer Non-Elective Contribution
              made pursuant to Section 4.1(b), to each Participant's Account
              in accordance with Section 4.1(b).


                                      25

<PAGE>

              Only Participants who have completed a Year of Service during
              the Plan Year and are actively employed on the last day of the
              Plan Year shall be eligible to share in the matching
              contribution for the year.

              (3)  With respect to the Employer Qualified Non-Elective
              Contribution made pursuant to Section 4.1(c), to each
              Participant's Elective Account when used to satisfy the
              "Actual Deferral Percentage" tests or Participant's Account
              in accordance with Section 4.1(c).

              Only Participants who have completed a Year of Service during
              the Plan Year and are actively employed on the last day of the
              Plan Year shall be eligible to share in the Qualified
              Non-Elective Contribution for the year.

              (4)  With respect to the Employer Non-Elective Contribution
              made on behalf of each group of Participants pursuant to
              Section 4.1(d), to each Participant's Account within a group in
              the same proportion that each such Participant's Compensation
              for the year bears to the total Compensation of all
              Participants within the same group for such year.

              Only Participants who have completed a Year of Service during
              the Plan Year and are actively employed on the last day of the
              Plan Year shall be eligible to share in the discretionary
              contribution for the year.

              (c)  As of each Anniversary Date any amounts which became
          Forfeitures since the last Anniversary Date shall first be made
          available to reinstate previously forfeited account balances of
          Former Participants, if any, in accordance with Section 6.4(f)(2).
          The remaining Forfeitures, if any, shall be allocated to
          Participants' Accounts and used to reduce the contribution of the
          Employer hereunder for the Plan Year in which such Forfeitures occur
          in the following manner:

              (1)  Forfeitures attributable to Employer matching
              contributions made pursuant to Section 4.1(b) shall be used to
              reduce the Employer contribution for the Plan Year in which such
              Forfeitures occur.

              (2)  Forfeitures attributable to Employer discretionary
              contributions made pursuant to Section 4.1(d) shall be added to
              any Employer discretionary contribution for the Plan Year in
              which such Forfeitures occur and allocated among the
              Participants' Accounts in the same manner as any Employer
              discretionary contribution.

                   Provided, however, that in the event the allocation of
          Forfeitures provided herein shall cause the "annual addition" (as
          defined in Section 4.9) to any Participant's Account to exceed the
          amount allowable by the Code, the excess shall be reallocated in
          accordance with Section 4.10.

              (d)  For any Top Heavy Plan Year, Non-Key Employees not
          otherwise eligible to share in the allocation of contributions and
          Forfeitures as provided


                                      26

<PAGE>

          above, shall receive the minimum allocation provided for in Section
          4.4(g) if eligible pursuant to the provisions of Section 4.4(i).

              (e)  Notwithstanding the foregoing, Participants who are not
          actively employed on the last day of the Plan Year due to Retirement
          (Normal or Late), Total and Permanent Disability or death shall
          share in the allocation of contributions and Forfeitures for that
          Plan Year.

              (f)  As of each Valuation Date, before allocation of Employer
          contributions for the entire Plan Year and after allocation of
          Forfeitures, any earnings or losses (net appreciation or net
          depreciation) of the Trust Fund shall be allocated in the same
          proportion that each Participant's and Former Participant's
          nonsegregated accounts bear to the total of all Participants' and
          Former Participants' nonsegregated accounts as of such date.
          Earnings or losses with respect to a Participant's Directed Account
          shall be allocated in accordance with Section 4.12.

              Participants' transfers from other qualified plans deposited
         in the general Trust Fund shall share in any earnings and losses
         (net appreciation or net depreciation) of the Trust Fund in the same
         manner provided above. Each segregated account maintained on behalf
         of a Participant shall be credited or charged with its separate
         earnings and losses.

              (g)  Minimum Allocations Required for Top Heavy
          Plan Years: Notwithstanding the foregoing, for any Top Heavy Plan
          Year, the sum of the Employer contributions and Forfeitures
          allocated to the Participant's Combined Account of each Non-Key
          Employee shall be equal to at least three percent (3%) of such
          Non-Key Employee's "415 Compensation" (reduced by contributions
          and forfeitures, if any, allocated to each Non-Key Employee in any
          defined contribution plan included with this plan in a Required
          Aggregation Group). However, if (1) the sum of the Employer
          contributions and Forfeitures allocated to the Participant's
          Combined Account of each Key Employee for such Top heavy Plan Year
          is less than three percent (3%) of each Key Employee's "415
          Compensation" and (2) this Plan is not required to be included in
          an Aggregation Group to enable a defined benefit plan to meet the
          requirements of Code Section 401(a)(4) or 410, the sum of the
          Employer contributions and Forfeitures allocated to the
          Participant's Combined Account of each Non-Key Employee shall be
          equal to the largest percentage allocated to the Participant's
          Combined Account of any Key Employee. However, in determining
          whether a Non-Key has received the required minimum allocation,
          such Non-Key Employee's Deferred Compensation and matching
          contributions needed to satisfy the "Actual Contribution
          Percentage" tests pursuant to Section 4.7(a) shall not be taken
          into account.

                   However, no such minimum allocation shall be
          required in this Plan for any Non-Key Employee who participates in
          another defined contribution plan subject to Code Section 412
          included with this Plan in a Required Aggregation Group.


                                      27

<PAGE>

               (h)  For purposes of the minimum allocations set forth above,
          the percentage allocated to the Participant's Combined Account of
          any Key Employee shall be equal to the ratio of the sum of the
          Employer contributions and Forfeitures allocated on behalf of such
          Key Employee divided by the "415 Compensation" for such Key Employee.

               (i)  For any Top Heavy Plan Year, the minimum allocations set
          forth above shall be allocated to the Participant's Combined Account
          of all Non-Key Employees who are Participants and who are employed
          by the Employer on the last day of the Plan Year, including Non-Key
          Employees who have (1) failed to complete a Year of Service; and (2)
          declined to make mandatory contributions (if required) or, in the
          case of a cash or deferred arrangement, elective contributions to
          the Plan.

               (j)  For the purposes of this Section, "415 Compensation"
          shall be limited to $150,000. Such amount shall be adjusted for
          increases in the cost of living in accordance with Code Section
          401(a)(17), except that the dollar increase in effect on January 1
          of any calendar year shall be effective for the Plan Year beginning
          with or within such calendar year. For any short Plan Year the "415
          Compensation" limit shall be an amount equal to the "415
          Compensation" limit for the calendar year in which the Plan Year
          begins multiplied by the ratio obtained by dividing the number of
          full months in the short Plan Year by twelve (12).

               (k)  Notwithstanding anything herein to the contrary,
          Participants who terminated employment for any reason during the Plan
          Year shall share in the salary reduction contributions made by the
          Employer for the year of termination without regard to the Hours of
          Service credited.

               (l)  If a Former Participant is reemployed after five (5)
          consecutive 1-Year Breaks in Service, then separate accounts shall be
          maintained as follows:

               (1)  one account for nonforfeitable benefits attributable to
               pre-break service; and

               (2)  one account representing his status in the Plan
               attributable to post-break service.

4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

               (a)  Maximum Annual Allocation: For each Plan Year, the annual
          allocation derived from Employer Elective Contributions to a Highly
          Compensated Participant's Elective Account shall satisfy one of the
          following tests:

               (1)  The "Actual Deferral Percentage" for the Highly
               Compensated Participant group shall not be more than the "Actual
               Deferral Percentage"


                                      28

<PAGE>

          of the Non-Highly Compensated Participant group (for the preceding
          Plan Year if the prior year testing method is used to calculate the
          "Actual Deferral Percentage" for the Non-Highly Compensated
          Participant group) multiplied by 1.25, or

          (2)  The excess of the "Actual Deferral Percentage" for the Highly
          Compensated Participant group over the "Actual Deferral Percentage"
          for the Non-Highly Compensated Participant group (for the preceding
          Plan Year if the prior year testing method is used to calculate the
          "Actual Deferral Percentage" for the Non-Highly Compensated
          Participant group) shall not be more than two percentage points.
          Additionally, the "Actual Deferral Percentage" for the Highly
          Compensated Participant group shall not exceed the "Actual Deferral
          Percentage" for the Non-Highly Compensated Participant group (for the
          preceding Plan Year if the prior year testing method is used to
          calculate the "Actual Deferral Percentage" for the Non-Highly
          Compensated Participant group) multiplied by 2. The provisions of
          Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are incorporated
          herein by reference.

          However, in order to prevent the multiple use of the alternative
          method described in (2) above and in Code Section 401(m)(9)(A), any
          Highly Compensated Participant eligible to make elective deferrals
          pursuant to Section 4.2 and to make Employee contributions or to
          receive matching contributions under this Plan or under any other
          plan maintained by the Employer or an Affiliated Employer shall have
          a combination of his Elective Contributions and Employer matching
          contributions reduced pursuant to Section 4.6(a) and Regulation
          1.401(m)-2, the provisions of which are incorporated herein by
          reference.

          Notwithstanding the above, if the prior year testing method is used
          for the first Plan Year, the "Actual Deferral Percentage" for the
          Non-Highly Compensated Participant group shall be three percent (3%).
          However, the Plan shall not have a first Plan Year (1) if the Plan is
          aggregated under Regulation 1.401(k)-1(g)(11) with any other plan
          that was or that included a Code Section 401(k) plan in the prior
          year, or (2) the Plan is a "successor plan" as defined in Internal
          Revenue Service Notice 98-1, Section V and any superseding guidance.

          (b)  For the purposes of this Section "Actual Deferral Percentage"
     means, with respect to the Highly Compensated Participant group and
     Non-Highly Compensated Participant group for a Plan Year, the average of
     the ratios, calculated separately for each Participant in such group, of
     the amount of Employer Elective Contributions allocated to each
     Participant's Elective Account for such Plan Year, to such Participant's
     "414(s) Compensation" for such Plan Year. The actual deferral ratio for
     each Participant and the "Actual Deferral Percentage" for each group
     shall be calculated to the nearest one-hundredth of one percent.
     Employer Elective Contributions allocated to each Non-Highly Compensated
     Participant's Elective Account shall be reduced by Excess Deferred


                                      29

<PAGE>

     Compensation to the extent such excess amounts are made under this Plan
     or any other plan maintained by the Employer.

          (c)  For the purposes of Sections 4.5(a) and 4.6, a Highly
     Compensated Participant and a Non-Highly Compensated Participant shall
     include any Employee eligible to make a deferral election pursuant to
     Section 4.2, whether or not such deferral election was made or suspended
     pursuant to Section 4.2.

          (d)  If the Plan uses the prior year testing method, the "Actual
     Deferral Percentage" for the Non-Highly Compensated Participant group is
     determined without regard to changes in the group of Non-Highly
     Compensated Participants who are eligible under the Plan in the testing
     year. However, if the Plan results from, or is otherwise affected by, a
     "Plan Coverage Change" that becomes effective during the testing year,
     then the "Actual Deferral Percentage" for the Non-Highly Compensated
     Participant group for the prior year is the "Weighted Average Of The
     Actual Deferral Percentages For The Prior Year Subgroups."
     Notwithstanding the above, if ninety (90) percent or more of the total
     number of Non-Highly Compensated Participants from all "Prior Year
     Subgroups" are from a single "Prior Year Subgroup," then in determining
     the "Actual Deferral Percentage" for the Non-Highly Compensated
     Participants for the prior year, the Employer may elect to use the
     "Actual Deferral Percentage" for Non-Highly Compensated Participants for
     the prior year under which that single "Prior Year Subgroup" was
     eligible, in lieu of using the weighted averages. For purposes of this
     Section the following definitions shall apply:

          (1)  "Plan Coverage Change" means a change in the group or groups
          of eligible Participants on account of (i) the establishment or
          amendment of a plan, (ii) a plan merger, consolidation, or spinoff
          under Code Section 414(l), (iii) a change in the way plans within
          the meaning of Code Section 414(l) are combined or separated for
          purposes of Regulation 1.401(k)-1(g)(11), or (iv) a combination of
          any of the foregoing.

          (2)  "Prior Year Subgroup" means all Non-Highly Compensated
          Participants for the prior year who, in the prior year, were
          eligible Participants under a specific Code Section 401(k) plan
          maintained by the Employer and who would have been eligible
          Participants in the prior year under the plan tested if the plan
          coverage change had first been effective as of the first day of the
          prior year instead of first being effective during the testing year.

          (3)  "Weighted Average Of The Actual Deferral Percentages For The
          Prior Year Subgroups" means the sum, for all prior year subgroups,
          of the "Adjusted Actual Deferral Percentages."

          (4)  "Adjusted Actual Deferral Percentage" with respect to a prior
          year subgroup means the Actual Deferral Percentage for Non-Highly
          Compensated Participants for the prior year of the specific plan
          under which the members of the prior year subgroup were eligible
          Participants,


                                      30

<PAGE>

          multiplied by a fraction, the numerator of which is the number of
          Non-Highly Compensated Participants in the prior year subgroup and
          the denominator of which is the total number of Non-Highly
          Compensated Participants in all prior year subgroups.

          (e)  For the purposes of this Section and Code Sections 401(a)(4),
     410(b) and 401(k), if two or more plans which include cash or deferred
     arrangements are considered one plan for the purposes of Code Section
     401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash
     or deferred arrangements included in such plans shall be treated as one
     arrangement. In addition, two or more cash or deferred arrangements may
     be considered as a single arrangement for purposes of determining
     whether or not such arrangements satisfy Code Sections 401(a)(4), 410(b)
     and 401(k). In such a case, the cash or deferred arrangements included
     in such plans and the plans including such arrangements shall be treated
     as one arrangement and as one plan for purposes of this Section and Code
     Sections 401(a)(4), 410(b) and 401(k). Any adjustment to the Non-Highly
     Compensated Participant actual deferral ratio for the prior year shall
     be made in accordance with Internal Revenue Service Notice 98-1 and any
     superseding guidance. Plans may be aggregated under this paragraph (e)
     only if they have the same plan year. Notwithstanding the above, for
     Plan Years beginning after December 31, 1996, if two or more plans which
     include cash or deferred arrangements are permissively aggregated under
     Regulation 1.410(b)-7(d), all plans permissively aggregated must use
     either the current year testing method or the prior year testing method
     for the testing year.

          Notwithstanding the above, an employee stock ownership plan
     described in Code Section 4975(e)(7) or 409 may not be combined with
     this Plan for purposes of determining whether the employee stock
     ownership plan or this Plan satisfies this Section and Code Sections
     401(a)(4), 410(b) and 401(k).

          (f)  For the purposes of this Section, if a Highly Compensated
     Participant is a Participant under two or more cash or deferred
     arrangements (other than a cash or deferred arrangement which is part of
     an employee stock ownership plan as defined in Code Section 4975(e)(7) or
     409) of the Employer or an Affiliated Employer, all such cash or
     deferred arrangements shall be treated as one cash or deferred
     arrangement for the purpose of determining the actual deferral ratio
     with respect to such Highly Compensated Participant. However, if the
     cash or deferred arrangements have different plan years, this paragraph
     shall be applied by treating all cash or deferred arrangements ending
     with or within the same calendar year as a single arrangement.

          (g)  For the purpose of this Section, when calculating the "Actual
     Deferral Percentage" for the Non-Highly Compensated Participant group,
     the year testing method shall be used. Any change from the current year
     testing method to the prior year testing method shall be made pursuant
     to Internal Revenue Service Notice 98-1, Section VII (or superseding
     guidance), the provisions of which are incorporated herein by reference.


                                      31

<PAGE>

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

      In the event (or if it is anticipated) that the initial allocations of
the Employer Elective Contributions made pursuant to Section 4.4 do (or
might) not satisfy one of the tests set forth in Section 4.5(a), the
Administrator shall adjust Excess Contributions pursuant to the options set
forth below:

           (a) On or before the fifteenth day of the third month following
      the end of each Plan Year, the Highly Compensated Participant having the
      largest amount of Elective Contributions shall have a portion of his
      Elective Contributions distributed to him until the total amount of
      Excess Contributions has been distributed, or until the amount of his
      Elective Contributions equals the Elective Contributions of the Highly
      Compensated Participant having the second largest amount of Elective
      Contributions. This process shall continue until the total amount of
      Excess Contributions has been distributed. In determining the amount of
      Excess Contributions to be distributed with respect to an affected Highly
      Compensated Participant as determined herein, such amount shall be
      reduced pursuant to Section 4.2(f) by any Excess Deferred Compensation
      previously distributed to such affected Highly Compensated Participant
      for his taxable year ending with or within such Plan Year.

           (1) With respect to the distribution of Excess Contributions
            pursuant to (a) above, such distribution:

               (i)   may be postponed but not later than the close of the Plan
                Year following the Plan Year to which they are allocable;

               (ii)  shall be made from Qualified Non-Elective Contributions
                only to the extent that Excess Contributions exceed the balance
                in the Participant's Elective Account attributable to Deferred
                Compensation;

               (iii) shall be adjusted for Income; and

               (iv)  shall be designated by the Employer as a distribution of
                Excess Contributions (and Income).

           (2) Any distribution of less than the entire amount of Excess
            Contributions shall be treated as a pro rata distribution of Excess
            Contributions and Income.

           (3) Matching contributions which relate to Excess Contributions
            shall be forfeited unless the related matching contribution is
            distributed as an Excess Aggregate Contribution pursuant to
            Section 4.8.

           (b) Within twelve (12) months after the end of the Plan Year, the
      Employer may make a special Qualified Non-Elective Contribution on
      behalf of certain Non-Highly Compensated Participants in an amount
      sufficient to satisfy


                                       32
<PAGE>

      (or to prevent an anticipated failure of) one of the tests set
      forth in Section 4.5(a). Such contribution shall be allocated to
      the Participant's Elective Account of the Non-Highly Compensated
      Participant having the lowest Compensation, until one of the tests
      set forth in Section 4.5(a) is satisfied, or until such Non-Highly
      Compensated Participant has received his maximum "annual addition"
      pursuant to Section 4.9(a). If one of the tests set forth in
      Section 4.5(a) has not been satisfied, the Non-Highly Compensated
      Participant having the second lowest Compensation shall receive
      the special Qualified Non-Elective Contribution until one of the
      tests set forth in Section 4.5(a) is satisfied, or until such
      Non-Highly Compensated Participant has received his maximum
      "annual addition" pursuant to Section 4.9(a). This process shall
      continue until one of the tests set forth in Section 4.5(a) has
      been satisfied.

               However, if the prior year testing method is used, the special
      Qualified Non-Elective Contribution shall be allocated in the prior
      Plan Year to the Participant's Elective Account on behalf of the
      Non-Highly Compensated Participant who was employed by the Employer on
      the last day of the prior Plan Year having the lowest Compensation for
      the prior Plan Year, until one of the tests set forth in Section 4.5(a)
      is satisfied, or until such Non-Highly Compensated Participant has
      received his maximum "annual addition" pursuant to Section 4.9(a). If one
      of the tests set forth in Section 4.5(a) has not been satisfied, the
      Non-Highly Compensated Participant having the second lowest Compensation
      for the prior Plan Year shall receive the special Qualified Non-Elective
      Contribution until one of the tests set forth in Section 4.5(a) is
      satisfied, or until such Non-Highly Compensated Participant has received
      his maximum "annual addition" pursuant to Section 4.9(a). This process
      shall continue until one of the tests set forth in Section 4.5(a) has
      been satisfied. Such contribution shall be made by the Employer prior to
      the end of the current Plan Year.

                Notwithstanding the above, if the testing method changes from
      the current year testing method to the prior year testing method, then
      for purposes of preventing the double counting of Qualified Non-Elective
      Contributions for the first testing year for which the change is
      effective, any special Qualified Non-Elective Contribution on behalf of
      Non-Highly Compensated Participants used to satisfy the "Actual Deferral
      Percentage" or "Actual Contribution Percentage" test under the current
      year testing method for the prior year testing year shall be disregarded.

           (c) If during a Plan Year the projected aggregate amount of
      Elective Contributions to be allocated to all Highly Compensated
      Participants under this Plan would, by virtue of the tests set forth in
      Section 4.5(a), cause the Plan to fail such tests, then the Administrator
      may automatically reduce proportionately or in the order provided in
      Section 4.6(a) each affected Highly Compensated Participant's deferral
      election made pursuant to Section 4.2 by an amount necessary to satisfy
      one of the tests set forth in Section 4.5(a).


                                       33
<PAGE>

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS

                   (a)    The "Actual Contribution Percentage" for the Highly
             Compensated Participant group shall not exceed the greater of:

                   (1)    125 percent of such percentage for the Non-Highly
                   Compensated Participant group (for the preceding Plan Year
                   if the prior year testing method is used to calculate the
                   "Actual Contribution Percentage" for the Non-Highly
                   Compensated Participant group); or

                   (2)    the lesser of 200 percent of such percentage for
                   the Non-Highly Compensated Participant group (for the
                   preceding Plan Year if the prior year testing method is
                   used to calculate the "Actual Contribution Percentage" for
                   the Non-Highly Compensated Participant group), or such
                   percentage for the Non-Highly Compensated Participant
                   group (for the preceding Plan Year if the prior year
                   testing method is used to calculate the "Actual
                   Contribution Percentage" for the Non-Highly Compensated
                   Participant group) plus 2 percentage points. However, to
                   prevent the multiple use of the alternative method
                   described in this paragraph and Code Section 401(m)(9)(A),
                   any Highly Compensated Participant eligible to make
                   elective deferrals pursuant to Section 4.2 or any other
                   cash or deferred arrangement maintained by the Employer or
                   an Affiliated Employer and to make Employee contributions
                   or to receive matching contributions under this Plan or
                   under any plan maintained by the Employer or an Affiliated
                   Employer shall have a combination of his Elective
                   Contributions and Employer matching contributions reduced
                   pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The
                   provisions of Code Section 401(m) and Regualations
                   1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by
                   reference.

                   Notwithstanding the above, if the prior year testing
                   method is used for the first Plan Year, the "Actual
                   Contribution Percentage" for the Non-Highly Compensated
                   Participant group shall be three percent (3%). However, the
                   Plan shall not have a first Plan Year (1) if the Plan is
                   aggregated under Regulation 1.401(m)-1(g)(14) with any
                   other plan that was or that included a Code Section 401(m)
                   plan in the prior year, or (2) the Plan is a "successor
                   plan" as defined in Internal Revenue Service Notice 98-1,
                   Section V and any superseding guidance.

                   (b)    For the purposes of this Section and Section 4.8,
             "Actual Contribution Percentage" for a Plan Year means, with
             respect to the Highly Compensated Participant group and
             Non-Highly Compensated Participant group (for the preceding Plan
             Year if the prior year testing method is used to calculate the
             "Actual Contribution Percentage" for the NoN-Highly Compensated
             Participant group), The average of the ratios (calculated
             separately for each Participant in each group rounded to the
             nearest one-hundredth of one percent) of:


                                       34
<PAGE>

                   (1)    the sum of Employer matching contributions made
                   pursuant to Section 4.1(b) on behalf of each such
                   Participant for such Plan Year; to

                   (2)    the Participant's "414(s) Compensation" for such
                   Plan Year.

                   (c)    For purposes of determining the  "Actual
             Contribution Percentage", only Employer matching contributions
             contributed to the Plan prior to the end of the succeeding
             Plan Year shall be considered. In addition, the
             Administrator may elect to take into account, with respect
             to Employees eligible to have Employer matching
             contributions pursuant to Section 4.1(b) allocated to their
             accounts, elective deferrals (as defined in Regulation
             1.402(g)-1(b)) and qualified non-elective contributions (as
             defined in Code Section 401(m)(4)(C)) contributed to any
             plan maintained by the Employer. Such elective deferrals and
             qualified non-elective contributions shall be treated as
             Employer matching contributions subject to Regulation
             1.401(m)-1(b)(5) which is incorporated herein by reference.
             However, the Plan Year must be the same as the plan year of
             the plan to which the elective deferrals and the qualified
             non-elective contributions are made.

                   (d)    For purposes of this Section and Code Sections
             401(a)(4), 410(b) and 401(m), if two or more plans of the
             Employer to which matching contributions, Employee
             contributions, or both, are made are treated as one plan for
             purposes of Code Sections 401(a)(4) or 410(b) (other than
             the average benefits test under Code Section
             410(b)(2)(A)(ii)), such plans shall be treated as one plan.
             In addition, two or more plans of the Employer to which
             matching contributions, Employee contributions, or both, are
             made may be considered as a single plan for purposes of
             determining whether or not such plans satisfy Code Sections
             401(a)(4), 410(b) and 401(m). In such a case, the aggregated
             plans must satisfy this Section and Code Sections 401(a)(4),
             410(b) and 401(m) as though such aggregated plans were a single
             plan. Any adjustment to the Non-Highly Compensated
             Participant actual contribution ratio for the prior year
             shall be made in accordance with Internal Revenue Service
             Notice 98-1 and any superseding guidance. Plans may be
             aggregated under this paragraph (e) only if they have the
             same plan year. Notwithstanding the above, for Plan Years
             beginning after December 31, 1996, if two or more plans which
             include cash or deferred arrangements are permissively
             aggregated under Regulation 1.410(b)-7(d), all plans
             permissively aggregated must use either the current year
             testing method or the prior year testing method for the
             testing year.

                          Notwithstanding the above, an employee stock
             ownership plan described in Code Section 4975(e)(7) or 409 may
             not be aggregated with this Plan for purposes of determining
             whether the employee stock ownership plan or this Plan
             satisfies this Section and Code Sections 401(a)(4), 410(b)
             and 401(m).

                   (e)    If a Highly Compensated Participant is a
             Participant under two or more plans (other than an employee stock
             ownership plan as defined in Code Section 4975(e)(7) or 409)
             which are maintained by the Employer or an Affiliated
             Employer to which matching contributions, Employee
             contributions, or both, are made, all such contributions on
             behalf of such Highly Compensated Participant

                                       35
<PAGE>

             shall be  aggregated for purposes of determining such Highly
             Compensated Participant's actual contribution ratio.
             However, if the plans have different plan years, this
             paragraph shall be applied by treating all plans ending with
             or within the same calendar year as a single plan.

                   (f)    For purposes of Sections 4.7(a) and 4.8, a
             Highly Compensated Participant and Non-Highly Compensated
             Participant shall include any Employee eligible to have
             Employer matching contributions (whether or not a deferral
             election was made or suspended) or voluntary employee
             contributions (whether or not voluntary employee
             contributions are made) allocated to his account for the
             Plan Year.

                   (g)    If the Plan uses the prior year testing
             method, the "Actual Contribution Percentage" for the
             Non-Highly Compensated Participant group is determined
             without regard to changes in the group of Non-Highly
             Compensated Participants who are eligible under the Plan in
             the testing year. However, if the Plan results from, or is
             otherwise affected by, a "Plan Coverage Change" that becomes
             effective during the testing year, then the "Actual
             Contribution Percentage" for the Non-Highly Compensated
             Participant group for the prior year is the "Weighted
             Average Of The Actual Contribution Percentages For The Prior
             Year Subgroups." Notwithstanding the above, if ninety (90)
             percent or more of the total number of Non-Highly
             Compensated Participants from all "Prior Year Subgroups" are
             from a single "Prior Year Subgroup," then in determining the
             "Actual Contribution Percentage" for the Non-Highly
             Compensated Participants for the prior year, the Employer
             may elect to use the "Actual Contribution Percentage" for
             Non-Highly Compensated Participants for the prior year under
             which that single "Prior Year Subgroup" was eligible, in
             lieu of using the weighted averages. For purposes of this
             Section the following definitions shall apply:

                          (1)    "Plan Coverage Change" means a change in the
                          group or groups of eligible Participants on account
                          of (i) the establishment or amendment of a plan,
                          (ii) a plan merger, consolidation, or spinoff under
                          Code Section 414(l), (iii) a change in the way plans
                          within the meaning of Code Section 414(l) are combined
                          or separated for purposes of Regulation
                          1.401(k)-1(g)(11), or (iv) a combination of any of the
                          foregoing.

                          (2)    "Prior Year Subgroup" means all Non-Highly
                          Compensated Participants for the prior year who, in
                          the prior year, were eligible Participants under a
                          specific Code Section 401(m) plan maintained by the
                          Employer and who would have been eligible
                          Participants in the prior year under the plan tested
                          if the plan coverage change had first been effective
                          as of the first day of the prior year instead of
                          first being effective during the testing year.

                          (3)    "Weighted Average Of The Actual Contribution
                          Percentages For The Prior Year Subgroups" means the
                          sum, for all

                                       36
<PAGE>

                          prior year subgroups, of the "Adjusted Actual
                          Contribution Percentages."

                          (4)    "Adjusted Actual Contribution Percentage"
                          with respect to a prior year subgroup means the
                          Actual Contribution Percentage for Non-Highly
                          Compensated Participants for the prior year of the
                          specific plan under which the members of the prior
                          year subgroup were eligible Participants, multiplied
                          by a fraction, the numerator of which is the number
                          of Non-Highly Compensated Participants in the prior
                          year subgroup and the denominator of which is the
                          total number of Non-Highly Compensated Participants
                          in all prior year subgroups.

                   (h)    For the purpose of this Section, when calculating
                          the "Actual Contribution Percentage" for the
                          Non-Highly Compensated Participant group, the year
                          testing method shall be used. Any change from the
                          current year testing method to the prior year
                          testing method shall be made pursuant to
                          Internal Revenue Service Notice 98-1, Section VII (or
                          superseding guidance), the provisions of which are
                          incorporated herein by reference.

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                   (a)    In the event (or if it is anticipated) that the
             "Actual Contribution Percentage" for the Highly Compensated
             Participant group exceeds (or might exceed) the "Actual
             Contribution Percentage" for the Non-Highly Compensated
             Participant group pursuant to Section 4.7(a), the
             Administrator (on or before the fifteenth day of the third
             month following the end of the Plan Year, but in no event
             later than the close of the following Plan Year) shall direct
             the Trustee to distribute to the Highly Compensated
             Participant having the largest amount of contributions
             determined pursuant to Section 4.7(b)(2), his Vested portion
             of such contributions (and Income allocable to such
             contributions) and, if forfeitable, forfeit such non-Vested
             Excess Aggregate Contributions attributable to Employer
             matching contributions (and Income allocable to such
             forfeitures) until the total amount of Excess Aggregate
             Contributions has been distributed, or until his remaining
             amount equals the amount of contributions determined pursuant
             to Section 4.7(b)(2) of the Highly Compensated Participant
             having the second largest amount of contributions. This
             process shall continue until the total amount of Excess
             Aggregate Contributions has been distributed.

                        If the correction of Excess Aggregate
            Contributions attributable to Employer matching contributions
            is not in proportion to the Vested and non-Vested portion of
            such contributions, then the Vested portion of the
            Participant's Account attributable to Employer matching
            contributions after the correction shall be subject to
            Section 6.5(f).

                 (b)    Any distribution and/or forfeiture of less than
            the entire amount of Excess Aggregate Contributions (and
            Income) shall be treated as a pro rata distribution and/or
            forfeiture of Excess Aggregate Contribution and Income.

                                       37
<PAGE>

            Distribution of Excess Aggregate Contributions shall be
            designated by the Employer as a distribution of Excess Aggregate
            Contributions (and Income). Forfeitures of Excess Aggregate
            Contributions shall be treated in accordance with Section 4.4.

                 (c)    Excess Aggregate Contributions, including forfeited
            matching contributions, shall be treated as Employer
            contributions for purposes of Code Sections 404 and 415 even if
            distributed from the Plan.

                        Forfeited matching contributions that are reallocated
            to Participants' Accounts for the Plan Year in which the
            forfeiture occurs shall be treated as an "annual addition"
            pursuant to Section 4.9(b) for the Participants to whose Accounts
            they are reallocated and for the Participants from whose Accounts
            they are forfeited.

                 (d)    The determination of the amount of Excess Aggregate
            Contributions with respect to any Plan Year shall be made after
            first determining the Excess Contributions, if any, to be treated
            as voluntary Employee contributions due to recharacterization for
            the plan year of any other qualified cash or deferred arrangement
            (as defined in Code Section 401(k)) maintained by the Employer
            that ends with or within the Plan Year.

                 (e)    If during a Plan Year the projected aggregate amount
            of Employer matching contributions to be allocated to all Highly
            Compensated Participants under this Plan would, by virtue of the
            tests set forth in Section 4.7(a), cause the Plan to fail such
            tests, then the Administrator may automatically reduce
            proportionately or in the order provided in Section 4.8(a) each
            affected Highly Compensated Participant's projected share of such
            contributions by an amount necessary to satisfy one of the tests
            set forth in Section 4.7(a).

                 (f)    Notwithstanding the above, within twelve (12) months
            after the end of the Plan Year, the Employer may make a special
            Qualified Non-Elective Contribution on behalf of certain
            Non-Highly Compensated Participants in an amount sufficient to
            satisfy (or to prevent an anticipated failure of) one of the
            tests set forth in Section 4.7(a). Such contribution shall be
            allocated to the Participant's Account of the Non-Highly
            Compensated Participant having the lowest Compensation, until one
            of the tests set forth in Section 4.7 is satisfied, or until such
            Non-Highly Compensated Participant has received his maximum
            "annual addition" pursuant to Section 4.9(a). If one of the tests
            set forth in Section 4.7 has not been satisfied, the Non-Highly
            Compensated Participant having the second lowest Compensation
            shall receive the special Qualified Non-Elective Contribution
            until one of the tests set forth in Section 4.7 is satisfied, or
            until such Non-Highly Compensated Participant has received his
            maximum "annual addition" pursuant to Section 4.9(a). This
            process shall continue until one of the tests set forth in
            Section 4.7 has been satisfied. A separate accounting of any
            special Qualified Non-Elective Contribution shall be maintained
            in the Participant's Account.

                                     38
<PAGE>

                 However, if the prior year testing method is used, the
            special Qualified Non-Elective Contribution shall be allocated in
            the prior Plan Year to the Participant's Account on behalf of
            each Non-Highly Compensated Participant who was employed by the
            Employer on the last day of the prior Plan Year having the lowest
            Compensation for the prior Plan Year, until one of the tests set
            forth in Section 4.7 is satisfied, or until such Non-Highly
            Compensated Participant has received his maximum "annual
            addition" pursuant to Section 4.9(a). If one of the tests set
            forth in Section 4.7 has not been satisfied, the Non-Highly
            Compensated Participant having the second lowest Compensation for
            the prior Plan Year shall receive the special Qualified
            Non-Elective Contribution until one of the tests set forth in
            Section 4.7 is satisfied, or until such Non-Highly Compensated
            Participant has received his maximum "annual addition" pursuant
            to Section 4.9(a). This process shall continue until one of the
            tests set forth in Section 4.7 has been satisfied. Such
            contribution shall be made by the Employer prior to the end of
            the current Plan Year. A separate accounting of any special
            Qualified Non-Elective Contributions shall be maintained in the
            Participant's Account.

                 Notwithstanding the above, if the testing method changes
            from the current year testing method to the prior year testing
            method, then for purposes of preventing the double counting of
            Qualified Non-Elective Contributions for the first testing year
            for which the change is effective, any special Qualified
            Non-Elective Contribution on behalf of Non-Highly Compensated
            Participants used to satisfy the "Actual Deferral Percentage" or
            "Actual Contribution Percentage" test under the current year
            testing method for the prior year testing year shall be
            disregarded.

4.9   MAXIMUM ANNUAL ADDITIONS

                 (a)    Notwithstanding the foregoing, the maximum "annual
            additions" credited to a Participant's accounts for any
            "limitation year" shall equal the lesser of: (1) $30,000 adjusted
            annually as provided in Code Section 415(d) pursuant to the
            Regulations, or (2) twenty-five percent (25%) of the
            Participant's "415 Compensation" for such "limitation year." For
            any short "limitation year," the dollar limitation in (1) above
            shall be reduced by a fraction, the numerator of which is the
            number of full months in the short "limitation year" and the
            denominator of which is twelve (12).

                 (b)    For purposes of applying the limitations of Code
            Section 415, "annual additions" means the sum credited to a
            Participant's accounts for any "limitation year" of (1) Employer
            contributions, (2) Employee contributions, (3) forfeitures, (4)
            amounts allocated, after March 31, 1984 to an individual medical
            account, as defined in Code Section 415(1)(2) which is part of a
            pension or annuity plan maintained by the Employer and (5)
            amounts derived from contributions paid or accrued after December
            31, 1985, in taxable years ending after such date, which are
            attributable to post-retirement medical benefits allocated to the
            separate account of a key employee (as defined in Code Section
            419A(d)(3)) under a welfare benefit plan (as defined in Code

                                     39
<PAGE>

            Section 419(e)) maintained by the Employer. Except, however, the
            "415 Compensation" percentage limitation referred to in parpgraph
            (a)(2) above shall not apply to: (1) any contribution for medical
            benefits (within the meaning of Code Section 419A(f)(2)) after
            separation from service which is otherwise treated as an "annual
            addition," or (2) any amount otherwise treated as an "annual
            addition" under Code Section 415(l)(1).

                 (c)   For purposes of applying the limitations of Code
            Section 415, the transfer of funds from one qualified plan to
            another is not an "annual addition." In addition, the following
            are not Employee contributions for the purposes of Section
            4.9(b)(2): (1) rollover contributions (as defined in Code
            Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)
            repayments of loans made to a Participant from the Plan; (3)
            repayments of distributions received by an Employee pursuant to
            Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
            distributions received by an Employee pursuant to Code Section
            411(a)(3)(D) (mandatory contributions); and (5) Employee
            contributions to a simplified employee pension excludable from
            gross income under Code Section 408(k)(6).

                 (d)    For purposes of applying the limitations of Code
            Section 415, the "limitation year" shall be the Plan Year.

                 (e)    For the purpose of this Section, all qualified
            defined contribution plans (whether terminated or not) ever
            maintained by the Employer shall be treated as one defined
            contribution plan.

                 (f)    For the purpose of this Section, if the Employer is a
            member of a controlled group of corporations, trades or
            businesses under common control (as defined by Code Section
            1563(a) or Code Section 414(b) and (c) as modified by Code
            Section 415(h)), is a member of an affiliated service group (as
            defined by Code Section 414(m)), or is a member of a group of
            entities required to be aggregated pursuant to Regulations under
            Code Section 414(o), all Employees of such Employers shall be
            considered to be employed by a single Employer.

                 (g)    For the purpose of this Section, if this Plan is a
            Code Section 413(c) plan, each Employer who maintains this Plan
            will be considered to be a separate Employer.

                 (h)(1) If a Participant participates in more than one
            defined contribution plan maintained by the Employer which have
            different Anniversary Dates, the maximum "annual additions" under
            this Plan shall equal the maximum "annual additions" for the
            "limitation year" minus any "annual additions" previously
            credited to such Participant's accounts during the "limitation
            year."

                    (2) If a Participant participates in both a defined
                    contribution plan subject to Code Section 412 and a
                    defined contribution plan not subject to Code Section 412
                    maintained by the Employer which have the same
                    Anniversary Date, "annual additions" will be credited to
                    the Participant's accounts under the defined contribution
                    plan subject to Code Section 412

                                     40
<PAGE>

                    prior to crediting "annual additions" to the
                    Participant's accounts under the defined contribution
                    plan not subject to Code Section 412.

                    (3) If a Participant participates in more than one
                    defined contribution plan not subject to Code Section 412
                    maintained by the Employer which have the same
                    Anniversary Date, the maximum "annual additions" under
                    this Plan shall equal the product of (A) the maximum
                    "annual additions" for the "limitation year" minus any
                    "annual additions" previously credited under
                    subparagraphs (1) or (2) above, multiplied by (B) a
                    fraction (i) the numerator of which is the "annual
                    additions" which would be credited to such Participant's
                    accounts under this Plan without regard to the
                    limitations of Code Section 415 and (ii) the denominator
                    of which is such "annual additions" for all plans
                    described in this subparagraph.

                    (i)   Notwithstanding anything contained in this Section
            to the contrary, the limitations, adjustments and other
            requirements prescribed in this Section shall at all times comply
            with the provisions of Code Section 415 and the Regulations
            thereunder, the terms of which are specifically incorporated
            herein by reference.

4.10   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                    (a)   If, as a result of the allocation of Forfeitures, a
            reasonable error in estimating a Participant's Compensation, a
            reasonable error in determining the amount of elective deferrals
            (within the meaning of Code Section 402(g)(3)) that may be made
            with respect to any Participant under the limits of Section 4.9
            or other facts and circumstances to which Regulation
            1.415-6(b)(6) shall be applicable, the "annual additions" under
            this Plan would cause the maximum "annual additions" to be
            exceeded for any Participant, the Administrator shall (1)
            distribute any elective deferrals (within the meaning of Code
            Section 402(g)(3)) or return any Employee contributions (whether
            voluntary or mandatory), and for the distribution of gains
            attributable to those elective deferrals and Employee
            contributions, to the extent that the distribution or return
            would reduce the "excess amount" in the Participant's accounts
            (2) hold any "excess amount" remaining after the return of any
            elective deferrals or voluntary Employee contributions in a
            "Section 415 suspense account" (3) use the "Section 415 suspense
            account" in the next "limitation year" (and succeeding
            "limitation years" if necessary) to reduce Employer contributions
            for that Participant if that Participant is covered by the Plan
            as of the end of the "limitation year," or if the Participant is
            not so covered, allocate and reallocate the "Section 415 suspense
            account" in the next "limitation year" (and succeeding
            "limitation years" if necessary) to all Participants in the Plan
            before any Employer or Employee contributions which would
            constitute "annual additions" are made to the Plan for such
            "limitation year" (4) reduce Employer contributions to the Plan
            for such "limitation year" by the amount of the "Section 415
            suspence account" allocated and reallocated during such
            "limitation year."

                                     41
<PAGE>



                (b)  For purposes of this Article, "excess amount" for any
           Participant for a "limitation year" shall mean the excess, if any,
           of (1) the "annual additions" which would be credited to his account
           under the terms of the Plan without regard to the limitations of Code
           Section 415 over (2) the maximum "annual additions" determined
           pursuant to Section 4.9.

                (c)  For purposes of this Section, "Section 415 suspense
           account" shall mean an unallocated account equal to the sum of
           "excess amounts" for all Participants in the Plan during the
           "limitation year." The "Section 415 suspense account" shall not
           share in any earnings or losses of the Trust Fund.

4.11  TRANSFERS FROM QUALIFIED PLANS

                (a)  With the consent of the Administrator, amounts may be
           transferred from other qualified plans by Eligible Employees,
           provided that the trust from which such funds are transferred
           permits the transfer to be made and the transfer will not
           jeopardize the tax exempt status of the Plan or Trust or create
           adverse tax consequences for the Employer. The amounts transferred
           shall be set up in a separate account herein referred to as a
           "Participant's Rollover Account." Such account shall be fully Vested
           at all times and shall not be subject to Forfeiture for any reason.

                (b)  Amounts in a Participant's Rollover Account shall be held
           by the Trustee pursuant to the provisions of this Plan and may not be
           withdrawn by, or distributed to the Participant, in whole or in part,
           except as provided in paragraphs (c) and (d) of this Section.

                (c)  Except as permitted by Regulations (including Regulation
           1.411(d)-4), amounts attributable to elective contributions (as
           defined in Regulation 1.401(k)-1(g)(3)), including amounts treated
           as elective contributions, which are transferred from another
           qualified plan in a plan-to-plan transfer shall be subject to the
           distribution limitations provided for in Regulation 1.401(k)-1(d).

                (d)  The Administrator, at the election of the Participant,
           shall direct the Trustee to distribute all or a portion of the amount
           credited to the Participant's Rollover Account. Any distributions of
           amounts held in a Participant's Rollover Account shall be made in a
           manner which is consistent with and satisfies the provisions of
           Section 6.5, including, but not limited to, all notice and consent
           requirements of Code Section 411(a)(11) and the Regulations
           thereunder. Furthermore, such amounts shall be considered as part of
           a Participant's benefit in determining whether an involuntary
           cash-out of benefits without Participant consent may be made.

                (e)  The Administrator may direct that employee transfers
           made after a Valuation Date be segregated into a separate account for
           each Participant in a federally insured savings account, certificate
           of deposit in a bank or savings and loan association, money market
           certificate, or other short term debt security acceptable to the
           Trustee until such time as the allocations pursuant to this Plan



                                       42
<PAGE>

           have been made, at which time they may remain segregated or be
           invested as part of the general Trust Fund, to be determined by the
           Administrator.

               (f)  For purposes of this Section, the term "qualified plan"
           shall mean any tax qualified plan under Code Section 401(a). The
           term "amounts transferred from other qualified plans" shall mean:
           (i) amounts transferred to this Plan directly from another qualified
           plan; (ii) distributions from another qualified plan which are
           eligible rollover distributions and which are either transferred by
           the Employee to this Plan within sixty (60) days following his
           receipt thereof or are transferred pursuant to a direct rollover;
           (iii) amounts transferred to this Plan from a conduit individual
           retirement account provided that the conduit individual retirement
           account has no assets other than assets which (A) were previously
           distributed to the Employee by another qualified plan as a lump-sum
           distribution (B) were eligible for tax-free rollover to a qualified
           plan and (C) were deposited in such conduit individual retirement
           account within sixty (60) days of receipt thereof and other than
           earnings on said assets; and (iv) amounts distributed to the
           Employee from a conduit individual retirement account meeting the
           requirements of clause (iii) above, and transferred by the Employee
           to this Plan within sixty (60) days of his receipt thereof from such
           conduit individual retirement account.

               (g)  Prior to accepting any transfer to which this Section
           applies, the Administrator may require the Employee to establish
           that the amounts to be transferred to this Plan meet the
           requirements of this Section and may also require the Employee to
           provide an opinion of counsel satisfactory to the Employer that the
           amounts to be transferred meet the requirements of this Section.

               (h)  This Plan shall not accept any direct or indirect
           transfers (as that term is defined and interpreted under Code
           Section 401(a)(11) and the Regulations thereunder) from a defined
           benefit plan, money purchase plan (including a target benefit plan),
           stock bonus or profit sharing plan which would otherwise have
           provided for a life annuity form of payment to the Participant.

               (i)  Notwithstanding anything herein to the contrary, a
           transfer directly to this Plan from another qualified plan (or a
           transaction having the effect of such a transfer) shall only be
           permitted if it will not result in the elimination or reduction of
           any "Section 411(d)(6) protected benefit" as described in
           Section 7.1.

4.12  DIRECTED INVESTMENT ACCOUNT

               (a)  Participants may, subject to a procedure established by
           the Administrator (the Participant Direction Procedures) and applied
           in a uniform nondiscriminatory manner, direct the Trustee to invest
           all of their accounts in specific assets, specific funds or other
           investments permitted under the Plan and the Participant Direction
           Procedures. That portion of the interest of any Participant so
           directing will thereupon be considered a Participant's Directed
           Account.



                                       43

<PAGE>


                (b)  As of each Valuation Date, all Participant Directed
           Accounts shall be charged or credited with the net earnings, gains,
           losses and expenses as well as any appreciation or depreciation in
           the market value using publicly listed fair market values when
           available or appropriate.

                (1)  To the extent that the assets in a Participant's
                Directed Account are accounted for as pooled assets or
                investments, the allocation of earnings, gains and losses of
                each Participant's Directed Account shall be based upon the
                total amount of funds so invested, in a manner proportionate
                to the Participant's share of such pooled investment.

                (2)  To the extent that the assets in the Participant's
                Directed Account are accounted for as segregated assets, the
                allocation of earnings, gains and losses from such assets
                shall be made on a separate and distinct basis.

                (c)  The Participant Direction Procedures shall provide an
           explanation of the circumstances under which Participants and their
           Beneficiaries may give investment instructions, including, but need
           not be limited to, the following:

                (1)  the conveyance of instructions by the Participants and
                their Beneficiaries to invest Participant Directed Accounts in
                Directed Investments;

                (2)  the name, address and phone number of the Fiduciary
                (and, if applicable, the person or persons designated by the
                Fiduciary to act on its behalf) responsible for providing
                information to the Participant or a Beneficiary upon request
                relating to the investments in Directed Investments;

                (3)  applicable restrictions on transfers to and from any
                Designated Investment Alternative;

                (4)  any restrictions on the exercise of voting, tender and
                similar rights related to a Directed Investment by the
                Participants or their Beneficiaries;

                (5)  a description of any transaction fees and expenses which
                affect the balances in Participant Directed Accounts in
                connection with the purchase or sale of Directed Investments;
                and

                (6)  general procedures for the dissemination of investment
                and other information relating to the Designated Investment
                Alternatives as deemed necessary or appropriate, including
                but not limited to a description of the following:

                     (i)   the investment vehicles available under the Plan,
                     including specific information regarding any Designated
                     Investment Alternative;



                                       44
<PAGE>

                     (ii)   any designated Investment Managers; and

                     (iii)  a description of the additional information which
                     may be obtained upon request from the Fiduciary designated
                     to provide such information.


                (d)  Any information regarding investments available under
           the Plan, to the extent not required to be described in the
           Participant Direction Procedures, may be provided to the Participant
           in one or more written documents which are separate from the
           Participant Direction Procedures and are not thereby incorporated by
           reference into this Plan.

                (e)  The Administrator may, at its discretion, include in or
           exclude by amendment or other action from the Participant Direction
           Procedures such instructions, guidelines or policies as it deems
           necessary or appropriate to ensure proper administration of the Plan,
           and may interpret the same accordingly.


                                   ARTICLE V
                                   VALUATIONS


5.1  VALUATION OF THE TRUST FUND

           The Administrator shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets comprising the Trust Fund as
it exists on the Valuation Date.  In determining such net worth, the Trustee
shall value the assets comprising the Trust Fund at their fair market value
as of the Valuation Date and shall deduct all expenses for which the Trustee
has not yet obtained reimbursement from the Employer or the Trust Fund. The
Trustee may update the value of any shares held in the Participant Directed
Account by reference to the number of shares held by that Participant, priced
at the market value as of the Valuation Date.

5.2  METHOD OF VALUATION

           In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last
traded on such exchange preceding the close of business on the Valuation
Date. If such securities were not traded on the Valuation Date, or if the
exchange on which they are traded was not open for business on the Valuation
Date, then the securities shall be valued at the prices at which they were
last traded prior to the Valuation Date. Any unlisted security held in the
Trust Fund shall be valued at its bid price next preceding the close of
business on the Valuation Date, which bid price shall be obtained from a
registered broker or an investment banker. In determining the fair market
value of assets other than securities for which trading or bid prices can be
obtained, the Trustee may appraise such assets itself, or in its discretion,
employ one or more appraisers for that purpose and rely on the values
established by such appraiser or appraisers.



                                       45


<PAGE>

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

             Every Participant may terminate his employment with the Employer
and retire for the purposes hereof on his Normal Retirement Date. However, a
Participant may postpone the termination of his employment with the Employer
to a later date, in which event the participation of such Participant in the
Plan, including the right to receive allocations pursuant to Section 4.4,
shall continue until his Late Retirement Date. Upon a Participant's
Retirement Date or attainment of his Normal Retirement Date without
termination of employment with the Employer, or as soon thereafter as is
practicable, the Trustee shall distribute, at the election of the
Participant, all amounts credited to such Participant's Combined Account in
accordance with Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

                 (a)     Upon the death of a Participant before his
             Retirement Date or other termination of his employment, all
             amounts credited to such Participant's Combined Account shall
             become fully Vested. The Administrator shall direct the
             Trustee, in accordance with the provisions of Sections 6.6 and
             6.7, to distribute the value of the deceased Participant's
             accounts to the Participant's Beneficiary.

                 (b)     Upon the death of a Former Participant, the
             Administrator shall direct the Trustee, in accordance with the
             provisions of Sections 6.6 and 6.7, to distribute any remaining
             Vested amounts credited to the accounts of a deceased Former
             Participant to such Former Participant's Beneficiary.

                 (c)     Any security interest held by the Plan by reason of
             an outstanding loan to the Participant or Former Participant
             shall be taken into account in determining the amount of the
             death benefit.

                 (d)     The Administrator may require such proper proof of
             death and such evidence of the right of any person to receive
             payment of the value of the account of a deceased Participant
             or Former Participant as the Administrator may deem desirable.
             The Administrator's determination of death and of the right of
             any person to receive payment shall be conclusive.

                 (e)     The Beneficiary of the death benefit payable
             pursuant to this Section shall be the Participant's spouse.
             Except, however, the Participant may designate a Beneficiary
             other than his spouse if:

                 (1)     the spouse has waived the right to be the
                 Participant's Beneficiary, or

                 (2)     the Participant is legally separated or has been
                 abandoned (within the meaning of local law) and the Participant
                 has a court order to such effect (and there is no "qualified
                 domestic relations order" as defined in Code Section 414(p)
                 which provides otherwise), or


                                      46
<PAGE>

                 (3)     the Participant has no spouse, or

                 (4)     the spouse cannot be located.

                         In such event, the designation of a Beneficiary
             shall be made on a form satisfactory to the Administrator. A
             Participant may at any time revoke his designation of a
             Beneficiary or change his Beneficiary by filing written notice
             of such revocation or change with the Administrator. However,
             the Participant's spouse must again consent in writing to any
             change in Beneficiary unless the original consent acknowledged
             that the spouse had the right to limit consent only to a
             specific Beneficiary and that the spouse voluntarily elected to
             relinquish such right. In the event no valid designation of
             Beneficiary exists at the time of the Participant's death, the
             death benefit shall be payable to his estate.

                 (f)     Any consent by the Participant's spouse to waive any
             rights to the death benefit must be in writing, must
             acknowledge the effect of such waiver, and be witnessed by a
             Plan representative or a notary public. Further, the spouse's
             consent must be irrevocable and must acknowledge the specific
             nonspouse Beneficiary.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

             In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all
amounts credited to such Participant's Combined Account shall become fully
Vested. In the event of a Participant's Total and Permanent Disability, the
Trustee, in accordance with the provisions of Sections 6.5 and 6.7, shall
distribute to such Participant all amounts credited to such Participant's
Combined Account as though he had retired.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

                 (a)     If a Participant's employment with the Employer is
             terminated for any reason other than death, Total and Permanent
             Disability or retirement, such Participant shall be entitled to
             such benefits as are provided hereinafter pursuant to this
             Section 6.4.

                         Distribution of the funds due to a Terminated
             Participant shall be made on the occurrence of an event which
             would result in the distribution had the Terminated Participant
             remained in the employ of the Employer (upon the Participant's
             death, Total and Permanent Disability or Normal Retirement).
             However, at the election of the Participant, the Administrator
             shall direct the Trustee to cause the entire Vested portion of
             the Terminated Participant's Combined Account to be payable to
             such Terminated Participant. Any distribution under this
             paragraph shall be made in a manner which is consistent with and
             satisfies the provisions of Section 6.5, including, but not
             limited to, all notice and consent requirements of Code Section
             411(a)(11) and the Regulations thereunder.


                                      47
<PAGE>

                         If the value of a Terminated Participant's Vested
             benefit derived from Employer and Employee contributions does
             not exceed $5,000, the Administrator shall direct the Trustee to
             cause the entire Vested benefit to be paid to such Participant
             in a single lump sum.

                         For purposes of this Section 6.4, if the value of a
             Terminated Participant's Vested benefit is zero, the Terminated
             Participant shall be deemed to have received a distribution of
             such Vested benefit.

                 (b)     The Vested portion of any Participant's Account
             shall be a percentage of the total amount credited to his
             Participant's Account determined on the basis of the
             Participant's number of Years of Service according to the
             following schedules:

                                Vesting Schedule
                     Employer Discretionary Contributions
                   Years of Service                Percentage

                          1                           100 %

                                Vesting Schedule
                             Matching Contributions
                   Years of Service                Percentage

                          1                           100 %

                 (c)     Notwithstanding the vesting attributable to Employer
             matching and discretionary contributions provided for in
             paragraph 6.4(b) above, for any Top Heavy Plan Year, the Vested
             portion of the Participant's Account attributable to Employer
             matching and discretionary contributions of any Participant who
             has an Hour of Service after the Plan becomes top heavy shall be
             a percentage of the amount credited to his Participant's Account
             attributable to Employer matching and discretionary
             contributions determined on the basis of the Participant's
             number of Years of Service according to the following schedule:

                                Vesting Schedule
                   Years of Service                Percentage

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

                         If in any subsequent Plan Year, the Plan ceases to
             be a Top Heavy Plan, the Administrator shall revert to the
             vesting schedule in effect before this


                                      48
<PAGE>

             Plan became a Top Heavy Plan. Any such reversion shall be
             treated as a Plan amendment pursuant to the terms of the Plan.

                 (d)     Notwithstanding the vesting schedule above, upon the
             complete discontinuance of the Employer contributions to the
             Plan or upon any full or partial termination of the Plan, all
             amounts credited to the account of any affected Participant
             shall become 100% Vested and shall not thereafter be subject to
             Forfeiture.

                 (e)     The computation of a Participant's nonforfeitable
             percentage of his interest in the Plan shall not be reduced as
             the result of any direct or indirect amendment to this Plan. For
             this purpose, the Plan shall be treated as having been amended
             if the Plan provides for an automatic change in vesting due to a
             change in top heavy status. In the event that the Plan is
             amended to change or modify any vesting schedule, a Participant
             with at least three (3) Years of Service as of the expiration
             date of the election period may elect to have his nonforfeitable
             percentage computed under the Plan without regard to such
             amendment. If a Participant fails to make such election, then
             such Participant shall be subject to the new vesting schedule.
             The Participant's election period shall commence on the adoption
             date of the amendment and shall end 60 days after the latest of:

                 (1)     the adoption date of the amendment,

                 (2)     the effective date of the amendment, or

                 (3)     the date the Participant receives written notice of
                 the amendment from the Employer or Administrator.

                 (f)(1)  If any Former Participant shall be reemployed by the
             Employer before a 1-Year Break in Service occurs, he shall
             continue to participate in the Plan in the same manner as if
             such termination had not occurred.

                 (2)     If any Former Participant shall be reemployed by the
                 Employer before five (5) consecutive 1-Year Breaks in Service,
                 and such Former Participant had received, or was deemed to have
                 received, a distribution of his entire Vested interest prior
                 to his reemployment, his forfeited account shall be
                 reinstated only if he repays the full amount distributed to
                 him before the earlier of five (5) years after the first
                 date on which the Participant is subsequently reemployed by
                 the Employer or the close of the first period of five (5)
                 consecutive 1-Year Breaks in Service commencing after the
                 distribution, or in the event of a deemed distribution, upon
                 the reemployment of such Former Participant. In the event the
                 Former Participant does repay the full amount distributed to
                 him, or in the event of a deemed distribution, the
                 undistributed portion of the Participant's Account must be
                 restored in full, unadjusted by any gains or losses
                 occurring subsequent to the Valuation Date coinciding with
                 or preceding his termination. The source for such reinstatement
                 shall first be any Forfeitures occurring during the year. If
                 such source is insufficient,


                                      49





<PAGE>

                then the Employer shall contribute an amount which is sufficient
                to restore any such forfeited Accounts provided, however, that
                if a discretionary contribution is made for such year pursuant
                to Section 4.1(d), such contribution shall first be applied to
                restore any such Accounts and the remainder shall be allocated
                in accordance with Section 4.4.

                (3)  If any Former Participant is reemployed after a 1-Year
                Break in Service has occurred, Years of Service shall include
                Years of Service prior to his 1-Year Break in Service subject
                to the following rules:

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

                     (ii)   Any Former Participant who under the Plan does not
                     have a nonforfeitable right to any interest in the Plan
                     resulting from Employer contributions shall lose credits
                     otherwise allowable under (i) above if his consecutive
                     1-Year Breaks in Service equal or exceed the greater of
                     (A) five (5) or (B) the aggregate number of his pre-break
                     Years of Service;

                     (iii)  After five (5) consecutive 1-Year Breaks in Service,
                     a Former Participant's Vested Account balance attributable
                     to pre-break service shall not be increased as a result of
                     post-break service;

                     (iv)   If a Former Participant is reemployed by the
                     Employer, he shall participate in the Plan immediately on
                     his date of reemployment;


                     (v)    If a Former Participant (a 1-Year Break in
                     Service previously occurred, but employment had not
                     terminated) is credited with an Hour of Service after the
                     first eligibility computation period in which he incurs a
                     1-Year Break in Service, he shall participate in the Plan
                     immediately.

6.5  DISTRIBUTION OF BENEFITS

                (a)  The Administrator, pursuant to the election of the
           Participant, shall direct the Trustee to distribute to a Participant
           or his Beneficiary any amount to which he is entitled under the Plan
           in one or more of the following methods:

                (1)  One lump-sum payment in cash or in property.

                (2)  Payments over a period certain in monthly, quarterly,
                semiannual, or annual cash installments. In order to provide
                such installment payments,


                                       50
<PAGE>

                the Administrator may (A) segregate the aggregate amount
                thereof in a separate, federally insured savings account,
                certificate of deposit in a bank or savings and loan
                association, money market certificate or other liquid short-term
                security or (B) purchase a nontransferable annuity contract
                for a term certain (with no life contingencies) providing for
                such payment. The period over which such payment is to be made
                shall not extend beyond the Participant's life expectancy (or
                the life expectancy of the Participant and his designated
                Beneficiary).

                (b)  Any distribution to a Participant who has a benefit
           which exceeds $5,000 shall require such Participant's consent if such
           distribution commences prior to the later of his Normal Retirement
           Age or age 62. However, if a Participant has begun to receive
           distributions pursuant to an optional form of benefit under which at
           least one scheduled periodic distribution has not yet been made, and
           if the value of the Participant's benefit, determined at the time of
           the first distribution under that optional form of benefit, exceeded
           $5,000, then the value of the Participant's benefit is deemed to
           continue to exceed such amount. With regard to this required consent:

                (1)  The Participant must be informed of his right to defer
                receipt of the distribution. If a Participant fails to consent,
                it shall be deemed an election to defer the commencement of
                payment of any benefit. However, any election to defer the
                receipt of benefits shall not apply with respect to
                distributions which are required under Section 6.5(c).

                (2)  Notice of the rights specified under this paragraph
                shall be provided no less than 30 days and no more than 90 days
                before the date the distribution commences.

                (3)  Consent of the Participant to the distribution must not
                be made before the Participant receives the notice and must not
                be made more than 90 days before the date the distribution
                commences.

                (4)  No consent shall be valid if a significant detriment is
                imposed under the Plan on any Participant who does not consent
                to the distribution.

                Any such distribution may commence less than 30 days after
           the notice required under Regulation 1.411(a)-11(c) is given,
           provided that: (1) the Administrator clearly informs the Participant
           that the Participant has a right to a period of at least 30 days
           after receiving the notice to consider the decision of whether or
           not to elect a distribution (and, if applicable, a particular
           distribution option), and (2) the Participant, after receiving
           the notice, affirmatively elects a distribution.

                (c)  Notwithstanding any provision in the Plan to the
          contrary, the distribution of a Participant's benefits shall be made
          in accordance with the following requirements and shall otherwise
          comply with Code Section 401(a)(9) and the Regulations thereunder
          (including Regulation 1.401(a)(9)-2), the provisions of which are
          incorporated herein by reference:


                                       51
<PAGE>

                (1)  A Participant's benefits shall be distributed or must
                begin to be distributed to him not later than April 1st of
                the calendar year following the later of (i) the calendar
                year in which the Participant attains age 70 1/2 or (ii) the
                calendar year in which the Participant retires, provided,
                however, that this clause (ii) shall not apply in the case of
                a Participant who is a "five (5) percent owner" at any time
                during the Plan Year ending with or within the calendar year
                in which such owner attains age 70 1/2. Such distributions
                shall be equal to or greater than any required distribution.

                Alternately, distributions to a Participant must begin no
                later than the applicable April 1st as determined under the
                preceding paragraph and must be made over a period certain
                measured by the life expectancy of the Participant (or the
                life expectancies of the Participant and his designated
                Beneficiary) in accordance with Regulations.

                (2)  Distributions to a Participant and his Beneficiares
                shall only be made in accordance with the incidental death
                benefit requirements of Code Section 401(a)(9)(G) and the
                Regulations thereunder.

                (d)  For purposes of this Section, the life expectancy of a
           Participant and a Participant's spouse may, at the election of the
           Participant or the Participant's spouse, be redetermined in
           accordance with Regulations. The election, once made, shall be
           irrevocable. If no election is made by the time distributions must
           commence, then the life expectancy of the Participant and the
           Participant's spouse shall not be subject to recalculation. Life
           expectancy and joint and last survivor expectancy shall be computed
           using the return multiples in Tables V and VI of Regulation 1.72-9.

                (e)  All annuity Contracts under this Plan shall be
           non-transferable when distributed. Furthermore, the terms of any
           annuity Contract purchased and distributed to a Participant or
           spouse shall comply with all of the requirements of the Plan.

                (f)  If a distribution is made at a time when a Participant
           is not fully Vested in his Participant's Account and the Participant
           may increase the Vested percentage in such account:

                (1)  a separate account shall be established for the
                Participant's interest in the Plan as of the time of the
                distribution; and

                (2)  at any relevant time, the Participant's Vested portion
                of the separate account shall be equal to an amount ("X")
                determined by the formula:

                X equals P(AB plus (R x D)) - (R x D)

                For purposes of applying the formula: P is the Vested
                percentage at the relevant time, AB is the account balance at
                the relevant time, D is the



                                       52
<PAGE>

                amount of distribution, and R is the ratio of the account
                balance at the relevant time to the account balance after
                distribution.

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

                (a)(1)  The death benefit payable pursuant to Section 6.2
           shall be paid to the Participant's Beneficiary within a reasonable
           time after the Participant's death by either of the following
           methods, as elected by the Participant (or if no election has been
           made prior to the Participant's death, by his Beneficiary) subject,
           however, to the rules specified in Section 6.6(b):

                        (i)   One lump-sum payment in cash or in property.

                        (ii)  Payment in monthly, quarterly, semi-annual, or
                        annual cash installments over a period to be determined
                        by the Participant or his Beneficiary. After periodic
                        installments commence, the Beneficiary shall have the
                        right to direct the Trustee to reduce the period over
                        which such periodic installments shall be made, and the
                        Trustee shall adjust the cash amount of such periodic
                        installments accordingly.

                (2)     In the event the death benefit payable pursuant to
                Section 6.2 is payable in installments, then, upon the death of
                the Participant, the Administrator may direct the Trustee to
                segregate the death benefit into a separate account, and the
                Trustee shall invest such segregated account separately, and
                the funds accumulated in such account shall be used for the
                payment of the installments.

                (b)     Notwithstanding any provision in the Plan to the
           contrary, distributions upon the death of a Participant shall be
           made in accordance with the following requirements and shall
           otherwise comply with Code Section 401(a)(9) and the Regulations
           thereunder. If it is determined pursuant to Regulations that the
           distribution of a Participant's interest has begun and the
           Participant dies before his entire interest has been distributed
           to him, the remaining portion of such interest shall be distributed
           at least as rapidly as under the method of distribution selected
           pursuant to Section 6.5 as of his date of death. If a Participant
           dies before he has begun to receive any distributions of his
           interest under the Plan or before distributions are deemed to have
           begun pursuant to Regulations, then his death benefit shall be
           distributed to his Beneficiaries by December 31st of the calendar
           year in which the fifth anniversary of his date of death occurs.

                        However, the 5-year distribution requirement of the
           preceding paragraph shall not apply to any portion of the deceased
           Participant's interest which is payable to or for the benefit of a
           designated Beneficiary. In such event, such portion may, at the
           election of the Participant (or the Participant's designated
           Beneficiary) be distributed over a period not extending beyond the
           life expectancy of such designated Beneficiary provided such
           distribution begins not later than December 31st of the calendar
           year immediately following the calendar year in which the
           Participant died. However, in the event the Participant's spouse



                                       53
<PAGE>

           (determined as of the date of the Participant's death) is his
           Beneficiary, the requirement that distributions commence within
           one year of a Participant's death shall not apply. In lieu
           thereof, distributions must commence on or before the later of:
           (1) December 31st of the calendar year immediately following the
           calendar year in which the Participant died; or (2) December 31st
           of the calendar year in which the Participant would have attained
           age 70 1/2. If the surviving spouse dies before distributions to
           such spouse begin, then the 5-year distribution requirement of
           this Section shall apply as if the spouse was the Participant.

                  (c)  For purposes of Section 6.6(b), the election by a
           designated Beneficiary to be excepted from the 5-year distribution
           requirement must be made no later than December 31st of the
           calendar year following the calendar year of the Participant's
           death. Except, however, with respect to a designated Beneficiary
           who is the Participant's surviving spouse, the election must be
           made by the earlier of: (1) December 31st of the calendar year
           immediately following the calendar year in which the Participant
           died or, if later, the calendar year in which the Participant
           would have attained age 70 1/2; or (2) December 31st of the
           calendar year which contains the fifth anniversary of the date of
           the Participant's death.  An election by a designated Beneficiary
           must be in writing and shall be irrevocable as of the last day of
           the election period stated herein. In the absence of an election by
           the Participant or a designated Beneficiary, the 5-year distribution
           requirement shall apply.

                  (d)  For purposes of this Section, the life expectancy of a
           Participant and a Participant's spouse may, at the election of the
           Participant or the Participant's spouse, be redetermined in
           accordance with Regulations. The election, once made, shall be
           irrevocable. If no election is made by the time distributions must
           commence, then the life expectancy of the Participant and the
           Participant's spouse shall not be subject to recalculation. Life
           expectancy and joint and last survivor expectancy shall be
           computed using the return multiples in Tables V and VI of
           Regulation 1.72-9.


6.7  TIME OF SEGREGATION OR DISTRIBUTION

           Except as limited by Sections 6.5 and 6.6, whenever the Trustee is
to make a distribution or to commence a series of payments the distribution
or series of payments may be made or begun as soon as is practicable.
However, unless a Former Participant elects in writing to defer the receipt
of benefits (such election may not result in a death benefit that is more
than incidental), the payment of benefits shall begin not later than the 60th
day after the close of the Plan Year in which the latest of the following
events occurs: (a) the date on which the Participant attains the earlier of
age 65 or the Normal Retirement Age specified herein; (b) the 10th
anniversary of the year in which the Participant commenced participation in
the Plan; or (c) the date the Participant terminates his service with the
Employer.


6.8  DISTRIBUTION FOR MINOR BENEFICIARY

           In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal
guardian, or if none, to a parent of such Beneficiary or a responsible adult
with whom the Beneficiary maintains his residence, or to the custodian for


                                       54

<PAGE>

such Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act,
if such is permitted by the laws of the state in which said Beneficiary
resides. Such a payment to the legal guardian, custodian or parent of a minor
Beneficiary shall fully discharge the Trustee, Employer, and Plan from
further liability on account thereof.


6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

           In the event that all, or any portion, of the distribution payable
to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain
unpaid solely by reason of the inability of the Administrator, after sending
a registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such
Participant or his Beneficiary, the amount so distributable shall be treated
as a Forfeiture pursuant to the Plan. In the event a Participant or
Beneficiary is located subsequent to his benefit being reallocated, such
benefit shall be restored unadjusted for earnings or losses.


6.10  PRE-RETIREMENT DISTRIBUTION

           At such time as a Participant shall have attained the age of
59 1/2 years, the Administrator, at the election of the Participant, shall
direct the Trustee to distribute all or a portion of the amount then credited
to the accounts maintained on behalf of the Participant. However, no
distribution from a segregated portion of the Participant's Account shall
occur prior to 100% vesting of such segregated portion. In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee.
Any distribution made pursuant to this Section shall be made in a manner
consistent with Section 6.5, including, but not limited to, all notice and
consent requirements of Code Section 411(a)(11) and the Regulations
thereunder.

           Notwithstanding the above, pre-retirement distributions from a
Participant's Elective Account shall not be permitted prior to the
Participant attaining age 59 1/2 except as otherwise permitted under the
terms of the Plan.


6.11  ADVANCE DISTRIBUTION FOR HARDSHIP

                  (a)  The Administrator, at the election of the Participant,
           shall direct the Trustee to distribute to any Participant in any
           one Plan Year up to the lesser of 100% of his Participant's
           Elective Account and Participant's Account valued as of the last
           Valuation Date or the amount necessary to satisfy the immediate and
           heavy financial need of the Participant. Any distribution made
           pursuant to this Section shall be deemed to be made as of the first
           day of the Plan Year or, if later, the Valuation Date immediately
           preceding the date of distribution, and the Participant's Elective
           Account and Participant's Account shall be reduced accordingly.
           Withdrawal under this Section is deemed to be on account of an
           immediate and heavy financial need of the Participant if the
           withdrawal is for:

                  (1)  Expenses for medical care described in Code Section
                  213(d) previously incurred by the Participant, his spouse,
                  or any of his


                                       55

<PAGE>

                  dependents (as defined in Code Section 152) or necessary for
                  these persons to obtain medical care;

                  (2)  The costs directly related to the purchase of a
                  principal residence for the Participant (excluding mortgage
                  payments);

                  (3)  Payment of tuition, related educational fees, and room
                  and board expenses for the next twelve (12) months of
                  post-secondary education for the Participant, his spouse,
                  children, or dependents; or

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

                  (b)  No such distribution shall be made from the
           Participant's Account until such Account has become fully Vested.

                  (c)  No distribution shall be made pursuant to this Section
                  unless the Administrator, based upon the Participant's
           representation and such other facts as are known to the
           Administrator, determines that all of the following conditions are
           satisfied:

                  (1)  The distribution is not in excess of the amount of the
                  immediate and heavy financial need of the Participant. The
                  amount of the immediate and heavy financial need may
                  include any amounts necessary to pay any federal, state, or
                  local income taxes or penalties reasonably anticipated to
                  result from the distribution;

                  (2)  The Participant has obtained all distributions, other
                  than hardship distributions, and all nontaxable (at the
                  time of the loan) loans currently available under all plans
                  maintained by the Employer;

                  (3)  The Plan, and all other plans maintained by the
                  Employer, provide that the Participant's elective deferrals
                  and voluntary Employee contributions will be suspended for
                  at least twelve (12) months after receipt of the hardship
                  distribution or, the Participant, pursuant to a legally
                  enforceable agreement, will suspend his elective deferrals
                  and voluntary Employee contributions to the Plan and all
                  other plans maintained by the Employer for at least twelve
                  (12) months after receipt of the hardship distribution; and

                  (4)  The Plan, and all other plans maintained by the
                  Employer, provide that the Participant may not make
                  elective deferrals for the Participant's taxable year
                  immediately following the taxable year of the hardship
                  distribution in excess of the applicable limit under Code
                  Section 402(g) for such next taxable year less the amount
                  of such Participant's elective deferrals for the taxable
                  year of the hardship distribution.


                                       56

<PAGE>

                  (d)  Notwithstanding the above, distributions from the
           Participant's Elective Account pursuant to this Section shall be
           limited solely to the Participant's total Deferred Compensation as
           of the date of distribution, reduced by the amount of any previous
           distributions pursuant to this Section and Section 6.10.

                  (e)  Any distribution made pursuant to this Section shall
           be made in a manner which is consistent with and satisfies the
           provisions of Section 6.5, including, but not limited to, all notice
           and consent requirements of Code Section 411(a)(11) and the
           Regulations thereunder.


6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

           All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore,
a distribution to an "alternate payee" shall be permitted if such
distribution is authorized by a "qualified domestic relations order," even if
the affected Participant has not separated from service and has not reached
the "earliest retirement age" under the Plan. For the purposes of this
Section, "alternate payee," "qualified domestic relations order" and
"earliest retirement age" shall have the meaning set forth under Code
Section 414(p).


6.13  DIRECT ROLLOVER

                  (a)  Notwithstanding any provision of the Plan to the
           contrary that would otherwise limit a distributee's election under
           this Section, a distributee may elect, at the time and in the manner
           prescribed by the Administrator, to have any portion of an eligible
           rollover distribution that is equal to at least $500 paid directly
           to an eligible retirement plan specified by the distributee in a
           direct rollover.

                  (b)  For purposes of this Section the following definitions
           shall apply:

                  (1)  An eligible rollover distribution is any distribution
                  of all or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include: any distribution that is one of a series
                  of substantially equal periodic payments (not less
                  frequently than annually) made for the life (or life
                  expectancy) of the distributee or the joint lives (or joint
                  life expectancies) of the distributee and the distributee's
                  designated beneficiary, or for a specified period of ten
                  years or more; any distribution to the extent such
                  distribution is required under Code Section 401(a)(9); the
                  portion of any other distribution that is not includible in
                  gross income (determined without regard to the exclusion
                  for net unrealized appreciation with respect to employer
                  securities); any hardship distribution described in Code
                  Section 401(k)(2)(B)(i)(IV); and any other distribution
                  that is reasonably expected to total less than $200 during
                  a year.


                                       57

<PAGE>

                (2)  An eligible retirement plan is an individual retirement
                account described in Code Section 408(a), an individual
                retirement annuity described in Code Section 408(b), an annuity
                plan described in Code Section 403(a), or a qualified trust
                described in Code Section 401(a), that accepts the distributee's
                eligible rollover distribution. However, in the case of an
                eligible rollover distribution to the surviving spouse, an
                eligible retirement plan is an individual retirement account or
                individual retirement annuity.

                (3)  A distributee includes an Employee or former Employee. In
                addition, the Employee's or former Employee's surviving spouse
                and the Employee's or former Employee's spouse or former spouse
                who is the alternate payee under a qualified domestic relations
                order, as defined in Code Section 414(p), are distributees with
                regard to the interest of the spouse or former spouse.

                (4)  A direct rollover is a payment by the Plan to the eligible
                retirement plan specified by the distributee.

                                     ARTICLE VII
                       AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1  AMENDMENT

                (a)  The Employer shall have the right at any time to amend the
           Plan, subject to the limitations of this Section. However, any
           amendment which affects the rights, duties or responsibilities of
           the Trustee and Administrator, other than an amendment to remove
           the Trustee or Administrator, may only be made with the Trustee's
           and Administrator's written consent. Any such amendment shall
           become effective as provided therein upon its execution. The
           Trustee shall not be required to execute any such amendment unless
           the Trust provisions contained herein are a part of the Plan and
           the amendment affects the duties of the Trustee hereunder.

                (b)  No amendment to the Plan shall be effective if it
           authorizes or permits any part of the Trust Fund (other than such
           part as is required to pay taxes and administration expenses) to be
           used for or diverted to any purpose other than for the exclusive
           benefit of the Participants or their Beneficiaries or estates; or
           causes any reduction in the amount credited to the account of any
           Participant; or causes or permits any portion of the Trust Fund
           to revert to or become property of the Employer.

                (c)  Except as permitted by Regulations, no Plan amendment or
           transaction having the effect of a Plan amendment (such as a
           merger, plan transfer or similar transaction) shall be effective
           to the extent it eliminates or reduces any "Section 411(d)(6)
           protected benefit" or adds or modifies conditions relating to
           "Section 411(d)(6) protected benefits" the result of which is a
           further restriction on such benefit unless such protected benefits
           are preserved with respect to

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<PAGE>

           benefits accrued as of the later of the adoption date or effective
           date of the amendment. "Section 411(d)(6) protected benefits" are
           benefits described in Code Section 411(d)(6)(A), early retirement
           benefits and retirement-type subsidies, and optional forms of
           benefit.

7.2  TERMINATION

                (a)  The Employer shall have the right at any time to
           terminate the Plan by delivering to the Trustee and Administrator
           written notice of such termination. Upon any full or partial
           termination, all amounts credited to the affected Participants'
           Combined Accounts shall become 100% Vested as provided in
           Section 6.4 and shall not thereafter be subject to forfeiture, and
           all unallocated amounts shall be allocated to the accounts of all
           Participants in accordance with the provisions hereof.

                (b)  Upon the full termination of the Plan, the Employer
           shall direct the distribution of the assets of the Trust Fund to
           Participants in a manner which is consistent with and satisfies the
           provisions of Section 6.5. Distributions to a Participant shall be
           made in cash or in property or through the purchase of irrevocable
           nontransferable deferred commitments from an insurer. Except as
           permitted by Regulations, the termination of the Plan shall not
           result in the reduction of "Section 411(d)(6) protected benefits"
           in accordance with Section 7.1(c).

7.3  MERGER OR CONSOLIDATION

           This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event
of a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger
or consolidation, and such transfer, merger or consolidation does not
otherwise result in the elimination or reduction of any "Section 411(d)(6)
protected benefits" in accordance with Section 7.1(c).

7.4  LOANS TO PARTICIPANTS

                (a)  The Trustee may, in the Trustee's discretion, make loans
           to Participants and Beneficiaries under the following circumstances:
           (1) loans shall be made available to all Participants and
           Beneficiaries on a reasonably equivalent basis; (2) loans shall not
           be made available to Highly Compensated Employees in an amount
           greater than the amount made available to other Participants and
           Beneficiaries; (3) loans shall bear a reasonable rate of interest;
           (4) loans shall be adequately secured; and (5) shall provide for
           repayment over a reasonable period of time.

                (b)  Loans made pursuant to this Section (when added to the
           outstanding balance of all other loans made by the Plan to the
           Participant) shall be limited to the lesser of:


                                       59
<PAGE>

                (1)  $50,000 reduced by the excess (if any) of the highest
                outstanding balance of loans from the Plan to the Participant
                during the one year period ending on the day before the date on
                which such loan is made, over the outstanding balance of loans
                from the Plan to the Participant on the date on which such loan
                was made, or

                (2)  one-half (1/2) of the present value of the non-forfeitable
                accrued benefit of the Participant under the Plan.

                For purposes of this limit, all plans of the Employer shall
           be considered one plan.

                (c)  Loans shall provide for level amortization with payments
           to be made not less frequently than quarterly over a period not to
           exceed five (5) years. However, loans used to acquire any dwelling
           unit which, within a reasonable time, is to be used (determined at
           the time the loan is made) as a principal residence of the
           Participant shall provide for periodic repayment over a reasonable
           period of time that may exceed five (5) years. For this purpose, a
           principal residence has the same meaning as a principal residence
           under Code Section 1034. Loan repayments will be suspended under
           this Plan as permitted under Code Section 414(u)(4).

                (d)  Any loans granted or renewed shall be made pursuant to a
           Participant loan program. Such loan program shall be established
           in writing and must include, but need not be limited to, the
           following:

                (1)  the identity of the person or positions authorized to
                administer the Participant loan program;

                (2)  a procedure for applying for loans;

                (3)  the basis on which loans will be approved or denied;

                (4)  limitations, if any, on the types and amounts of loans
                offered;

                (5)  the procedure under the program for determining a
                reasonable rate of interest;

                (6)  the types of collateral which may secure a Participant
                loan; and

                (7)  the events constituting default and the steps that will
                be taken to preserve Plan assets.

                     Such Participant loan program shall be contained in a
           separate written document which, when properly executed, is hereby
           incorporated by reference and made a part of the Plan. Futhermore,
           such Participant loan program


                                       60
<PAGE>

           may be modified or amended in writing from time to time without
           the necessity of amending this Section.

                                   ARTICLE VIII
                                    TOP HEAVY

8.1  TOP HEAVY PLAN REQUIREMENTS

           For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

8.2  DETERMINATION OF TOP HEAVY STATUS

                (a)  This Plan shall be a Top Heavy Plan for any Plan Year in
           which, as of the Determination Date, (1) the Present Value of
           Accrued Benefits of Key Employees and (2) the sum of the Aggregate
           Accounts of Key Employees under this Plan and all plans of an
           Aggregation Group, exceeds sixty percent (60%) of the Present
           Value of Accrued Benefits and the Aggregate Accounts of all Key
           and Non-Key Employees under this Plan and all plans of an
           Aggregation Group.

                     If any Participant is a Non-Key Employee for any Plan
           Year, but such Participant was a Key Employee for any prior Plan
           Year, such Participant's Present Value of Accrued Benefit and/or
           Aggregate Account balance shall not be taken into account for
           purposes of determining whether this Plan is a Top Heavy or Super
           Top Heavy Plan (or whether any Aggregation Group which includes
           this Plan is a Top Heavy Group). In addition, if a Participant or
           Former Participant has not performed any services for any Employer
           maintaining the Plan at any time during the five year period
           ending on the Determination Date, any accrued benefit for such
           Participant or Former Participant shall not be taken into account
           for the purposes of determining whether this Plan is a Top Heavy
           or Super Top Heavy Plan.

                (b)  This Plan shall be a Super Top Heavy Plan for any Plan
           Year in which, as of the Determination Date, (1) the Present Value
           of Accrued Benefits of Key Employees and (2) the sum of the
           Aggregate Accounts of Key Employees under this Plan and all plans
           of an Aggregation Group, exceeds ninety percent (90%) of the
           Present Value of Accrued Benefits and the Aggregate Accounts of
           all Key and Non-Key Employees under this Plan and all plans of an
           Aggregation Group.

                (c)  Aggregate Account: A Participant's Aggregate Account as
           of the Determination Date is the sum of:

                (1)  his Participant's Combined Account balance as of the
                most recent valuation occuring within a twelve (12) month
                period ending on the Determination Date;


                                       61
<PAGE>


                (2)  an adjustment for any contributions due as of the
                Determination Date. Such adjustment shall be the amount of
                any contributions actually made after the Valuation Date but
                due on or before the Determination Date, except for the first
                Plan Year when such adjustment shall also reflect the amount
                of any contributions made after the Determination Date that
                are allocated as of a date in that first Plan Year.

                (3)  any Plan distributions made within the Plan Year
                that includes the Determination Date or within the four
                (4) preceding Plan Years. However, in the case of distributions
                made after the Valuation Date and prior to the Determination
                Date, such distributions are not included as distributions
                for top heavy purposes to the extent that such distributions
                are already included in the Participant's Aggregate Account
                balance as of the Valuation Date. Notwithstanding anything
                herein to the contrary, all distributions, including
                distributions under a terminated plan which if it had not
                been terminated would have been required to be included in an
                Aggregation Group, will be counted. Further, distributions
                from the Plan (including the cash value of life insurance
                policies) of a Participant's account balance because of death
                shall be treated as a distribution for the purposes of this
                paragraph.

                (4)  any Employee contributions, whether voluntary or
                mandatory. However, amounts attributable to tax deductible
                qualified voluntary employee contributions shall not be
                considered to be a part of the Participant's Aggregate
                Account balance.

                (5)  with respect to unrelated rollovers and plan-to-plan
                transfers (ones which are both initiated by the Employee and
                made from a plan maintained by one employer to a plan
                maintained by another employer), if this Plan provides the
                rollovers or plan-to-plan transfers, it shall always consider
                such rollovers or plan-to-plan transfers as a distribution
                for the purposes of this Section. If this Plan is the plan
                accepting such rollovers or plan-to-plan transfers, it shall
                not consider such rollovers or plan-to-plan transfers as part
                of the Participant's Aggregate Account balance.

                (6)  with respect to related rollovers and plan-to-plan
                transfers (ones either not initiated by the Employee or made
                to a plan maintained by the same employer), if this Plan
                provides the rollover or plan-to-plan transfer, it shall not
                be counted as a distribution for purposes of this Section. If
                this Plan is the plan accepting such rollover or plan-to-plan
                transfer, it shall consider such rollover or plan-to-plan
                transfer as part of the Participant's Aggregate Account
                balance, irrespective of the date on which such rollover or
                plan-to-plan transfer is accepted.

                (7)  For the purposes of determining whether two employers are
                to be treated as the same employer in (5) and (6) above, all
                employers aggregated under Code Section 414(b), (c), (m) and
                (o) are treated as the same employer.


                                       62
<PAGE>


                (d)  "Aggregation Group" means either a Required Aggregation
           Group or a Permissive Aggregation Group as hereinafter determined.

                (1)  Required Aggregation Group: In determining a Required
                Aggregation Group hereunder, each plan of the Employer in
                which a Key Employee is a participant in the Plan Year
                containing the Determination Date or any of the four
                preceding Plan Years, and each other plan of the Employer
                which enables any plan in which a Key Employee participates
                to meet the requirements of Code Sections 401(a)(4) or 410,
                will be required to be aggregated. Such group shall be known
                as a Required Aggregation Group.

                In the case of a Required Aggregation Group, each plan in the
                group will be considered a Top Heavy Plan if the Required
                Aggregation Group is a Top Heavy Group. No plan in the
                Required Aggregation Group will be considered a Top Heavy
                Plan if the Required Aggregation Group is not a Top Heavy
                Group.

                (2)  Permissive Aggregation Group: The Employer may also
                include any other plan not required to be included in the
                Required Aggregation Group, provided the resulting group,
                taken as a whole, would continue to satisfy the provisions of
                Code Sections 401(a)(4) and 410. Such group shall be known as
                a Permissive Aggregation Group.

                In the case of a Permissive Aggregation Group, only a plan
                that is part of the Required Aggregation Group will  be
                considered a Top Heavy Plan if the Permissive Aggregation
                Group is a Top Heavy Group. No plan in the Permissive
                Aggregation Group will be considered a Top Heavy Plan if the
                Permissive Aggregation Group is not a Top Heavy Group.

                (3)  Only those plans of the Employer in which the
                Determination Dates fall within the same calendar year shall
                be aggregated in order to determine whether such plans are Top
                Heavy Plans.

                (4)  An Aggregation Group shall include any terminated plan of
                the Employer if it was maintained within the last five (5)
                years ending on the Determination Date.

                (e)  "Determination Date" means (a) the last day of the
           preceding Plan Year, or (b) in the case of the first Plan
           Year, the last day of such Plan Year.

                (f)  Present Value of Accrued Benefit: In the case of a
           defined benefit plan, the Present Value of Accrued Benefit
           for a Participant other than a Key Employee, shall be as
           determined using the single accrual method used for all plans
           of the Employer and Affiliated Employers, or if no such
           single method exists, using a method which results in
           benefits accruing not more rapidly than the slowest accrual
           rate permitted under Code Section 411(b)(1)(C). The


                                       63
<PAGE>

           determination of the Present Value of Accrued Benefit shall be
           determined as of the most recent Valuation Date that falls
           within or ends with the 12-month period ending on the
           Determination Date except as provided in Code Section 416 and
           the Regulations thereunder for the first and second plan
           years of a defined benefit plan.

                (g)  "Top Heavy Group" means an Aggregation Group in which,
           as of the Determination Date, the sum of:

                (1)  the Present Value of Accrued Benefits of Key Employees
                under all defined benefit plans included in the group, and

                (2)  the Aggregate Accounts of Key Employees under all
                defined contribution plans included in the group,

                     exceeds sixty percent (60%) of a similar sum determined
           for all Participants.


                                  ARTICLE IX
                                 MISCELLANEOUS

9.1  PARTICIPANT'S RIGHTS

           This Plan shall not be deemed to constitute a contract
between the Employer and any Participant or to be a consideration
or an inducement for the employment of any Participant or Employee.
Nothing contained in this Plan shall be deemed to give any
Participant or Employee the right to be retained in the service of
the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the
effect which such discharge shall have upon him as a Participant of
this Plan.

9.2  ALIENATION

                (a)  Subject to the exceptions provided below, no benefit
           which shall be payable out of the Trust Fund to any person
           (including a Participant or his Beneficiary) shall be subject in any
           manner to anticipation, alienation, sale, transfer, assignment,
           pledge, encumbrance, or charge, and any attempt to anticipate,
           alienate, sell, transfer, assign, pledge, encumber, or charge the
           same shall be void; and no such benefit shall in any manner be
           liable for, or subject to, the debts, contracts, liabilities,
           engagements, or torts of any such person, nor shall it be subject
           to attachment or legal process for or against such person, and the
           same shall not be recognized by the Trustee, except to such extent
           as may be required by law.

                (b)  This provision shall not apply to the extent a
           Participant or Beneficiary is indebted to the Plan, as a result
           of a loan from the Plan. At the time a distribution is to be
           made to or for a Participant's or Beneficiary's benefit, such
           proportion of the amount distributed as shall equal such loan
           indebtedness shall be paid by the Trustee to the Trustee or the
           Administrator, at the direction of the

                                       64

<PAGE>

           Administrator, to apply against or discharge such loan
           indebtedness. Prior to making a payment, however, the
           Participant or Beneficiary must be given written notice by
           the Administrator that such loan indebtedness is to be so
           paid in whole or part from his Participant's Combined
           Account. If the Participant or Beneficiary does not agree
           that the loan indebtedness is a valid claim against his
           Vested Participant's Combined Account, he shall be entitled
           to a review of the validity of the claim in accordance with
           procedures provided in Sections 2.7 and 2.8.

                (c)  This provision shall not apply to a "qualified domestic
           relations order" defined in Code Section 414(p), and those
           other domestic relations orders permitted to be so treated by
           the Administrator under the provisions of the Retirement
           Equity Act of 1984. The Administrator shall establish a
           written procedure to determine the qualified status of
           domestic relations orders and to administer distributions
           under such qualified orders. Further, to the extent provided
           under a "qualified domestic relations order," a former spouse
           of a Participant shall be treated as the spouse or surviving
           spouse for all purposes under the Plan.

9.3  CONSTRUCTION OF PLAN

           This Plan shall be construed and enforced according to the Act and
the laws of the State of California, other than its laws respecting choice of
law, to the extent not preempted by the Act.

9.4  GENDER AND NUMBER

           Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are
used herein in the singular or plural form, they shall be construed as though
they were also used in the other form in all cases where they would so apply.

9.5  LEGAL ACTION

           In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they
shall be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees; and other expenses pertaining thereto incurred by them for
which they shall have become liable.

9.6  PROHIBITION AGAINST DIVERSION OF FUNDS

                (a) Except as provided below and otherwise specifically
           permitted by law, it shall be impossible by operation of the
           Plan or of the Trust, by termination of either, by power of
           revocation or amendment, by the happening of any contingency,
           by collateral arrangement or by any other means, for any part
           of the corpus or income of any trust fund maintained pursuant
           to the Plan or any funds


                                       65
<PAGE>

          contributed thereto to be used for, or diverted to, purposes other
          than the exclusive benefit of Participants, Retired Participants, or
          their Beneficiaries.

               (b)  In the event the Employer shall make an excessive
          contribution under a mistake of fact pursuant to Act
          Section 403(c)(2)(A), the Employer may demand repayment of such
          excessive contribution at any time within one (1) year following
          the time of payment and the Trustees shall return such amount to
          the Employer within the one (1) year period. Earnings of the Plan
          attributable to the excess contributions may not be returned to
          the Employer but any losses attributable thereto must reduce the
          amount so returned.


9.7  BONDING

          Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount
not less than 10% of the amount of the funds such Fiduciary handles;
provided, however, that the minimum bond shall be $1,000 and the maximum
bond, $500,000. The amount of funds handled shall be determined at the
beginning of each Plan Year by the amount of funds handled by such person,
group, or class to be covered and their predecessors, if any, during the
preceding Plan Year, or if there is no preceding Plan Year, then by the
amount of the funds to be handled during the then current year. The bond
shall provide protection to the Plan against any loss by reason of acts of
fraud or dishonesty by the Fiduciary alone or in connivance with others. The
surety shall be a corporate surety company (as such term is used in Act
Section 412(a)(2)), and the bond shall be in a form approved by the Secretary
of Labor. Notwithstanding anything in the Plan to the contrary, the cost of
such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.


9.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          Neither the Employer, the Administrator, nor the Trustee, nor their
successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action of any person which may
delay payment or render a Contract null and void or unenforceable in whole or
in part.


9.9  INSURER'S PROTECTIVE CLAUSE

          Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty
to see to the application of any funds paid to the Trustee, nor be required
to question any actions directed by the Trustee. Regardless of any provision
of this Plan, the insurer shall not be required to take or permit any action
or allow any benefit or privilege contrary to the terms of any Contract which
it issues hereunder, or the rules of the insurer.


                                       66

<PAGE>

9.10  RECEIPT AND RELEASE FOR PAYMENTS

          Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant
or Beneficiary in accordance with the provisions of the Plan, shall, to the
extent thereof, be in full satisfaction of all claims hereunder against the
Trustee and the Employer, either of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent
to such payment, to execute a receipt and release thereof in such form as
shall be determined by the Trustee or Employer.


9.11  ACTION BY THE EMPLOYER

          Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.


9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only
those specific powers, duties, responsibilities, and obligations as are
specifically given them under the Plan or as accepted by or assigned to them
pursuant to any procedure provided under the Plan, including but not limited
to any agreement allocating or delegating their responsibilities, the terms
of which are incorporated herein by reference. In general, unless otherwise
indicated herein or pursuant to such agreements, the Employer shall have the
duties specified in Article II hereof, as the same may be allocated or
delegated thereunder, including but not limited to the responsibility for
making the contributions provided for under Section 4.1; and shall have the
authority to appoint and remove the Trustee and the Administrator; to
formulate the Plan's "funding policy and method"; and to amend or terminate,
in whole or in part, the Plan. The Administrator shall have the
responsibility for the administration of the Plan, including but not limited
to the items specified in Article II of the Plan, as the same may be
allocated or delegated thereunder. The Administrator shall act as the named
Fiduciary responsible for communicating with the Participant according to the
Participant Direction Procedures. The Trustee shall have the responsibility
of management and control of the assets held under the Trust, except to the
extent directed pursuant to Article II or with respect to those assets, the
management of which has been assigned to an Investment Manager, who shall be
solely responsible for the management of the assets assigned to it, all as
specifically provided in the Plan and any agreement with the Trustee. Each
named Fiduciary warrants that any directions given, information furnished, or
action taken by it shall be in accordance with the provisions of the Plan,
authorizing or providing for such direction, information or action.
Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the
Plan, and is not required under the Plan to inquire into the propriety of
any such direction, information or action. It is intended under the Plan that
each named Fiduciary shall be responsible for the proper exercise of its own
powers, duties, responsibilities and obligations under the Plan as specified
or allocated herein. No named Fiduciary shall guarantee the Trust Fund in any
manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one Fiduciary capacity. In the furtherance of
their responsibilities hereunder, the "named Fiduciaries"


                                       67

<PAGE>

shall be empowered to interpret the Plan and Trust and to resolve
ambiguities, inconsistencies and omissions, which findings shall be binding,
final and conclusive.


9.13  HEADINGS

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


9.14  APPROVAL BY INTERNAL REVENUE SERVICE

               (a)  Notwithstanding anything herein to the contrary,
          contributions to this Plan are conditioned upon the initial
          qualification of the Plan under Code Section 401. If the Plan
          receives an adverse determination with respect to its initial
          qualification, then the Plan may return such contributions to the
          Employer within one year after such determination, provided the
          application for the determination is made by the time prescribed by
          law for filing the Employer's return for the taxable year in which
          the Plan was adopted, or such later date as the Secretary of the
          Treasury may prescribe.

               (b)  Notwithstanding any provisions to the contrary, except
          Sections 3.5, 3.6, and 4.1(e), any contribution by the Employer to
          the Trust Fund is conditioned upon the deductibility of the
          contribution by the Employer under the Code and, to the extent any
          such deduction is disallowed, the Employer may, within one (1) year
          following the disallowance of the deduction, demand repayment of such
          disallowed contribution and the Trustee shall return such contribution
          within one (1) year following the disallowance. Earnings of the Plan
          attributable to the excess contribution may not be returned to the
          Employer, but any losses attributable thereto must reduce the amount
          so returned.


9.15  UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.


                                   ARTICLE X
                            PARTICIPATING EMPLOYERS

10.1  ADOPTION BY OTHER EMPLOYERS

          Notwithstanding anything herein to the contrary, with the consent
of the Employer and Trustee, any other corporation or entity, whether an
affiliate or subsidiary or not, may adopt this Plan and all of the provisions
hereof, and participate herein and be known as a Participating Employer, by a
properly executed document evidencing said intent and will of such
Participating Employer.


                                       68

<PAGE>

10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

               (a)  Each such Participating Employer shall be required to use
          the same Trustee as provided in this Plan.

               (b)  The Trustee may, but shall not be required to, commingle,
          hold and invest as one Trust Fund all contributions made by
          Participating Employers, as well as all increments thereof. However,
          the assets of the Plan shall, on an ongoing basis, be available to
          pay benefits to all Participants and Beneficiaries under the Plan
          without regard to the Employer or Participating Employer who
          contributed such assets.

               (c)  The transfer of any Participant from or to an Employer
          participating in this Plan, whether he be an Employee of the
          Employer or a Participating Employer, shall not affect such
          Participant's rights under the Plan, and all amounts credited to such
          Participant's Combined Account as well as his accumulated service
          time with the transferor or predecessor, and his length of
          participation in the Plan, shall continue to his credit.

               (d)  All rights and values forfeited by termination of
          employment shall inure only to the benefit of the Participants of the
          Employer or Participating Employer by which the forfeiting Participant
          was employed.

               (e)  Any expenses of the Trust which are to be paid by the
          Employer or borne by the Trust Fund shall be paid by each
          Participating Employer in the same proportion that the total amount
          standing to the credit of all Participants employed by such Employer
          bears to the total standing to the credit of all Participants.


10.3  DESIGNATION OF AGENT

          Each Participating Employer shall be deemed to be a party to this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the
word "Employer" shall be deemed to include each Participating Employer as
related to its adoption of the Plan.


10.4  EMPLOYEE TRANSFERS

          It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No
such transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner
as was the Participating Employer from whom the Employee was transferred.


                                       69

<PAGE>

10.5  PARTICIPATING EMPLOYER CONTRIBUTION

          All contributions made by a Participating Employer, as provided for
in this Plan, shall be determined separately by each Participating Employer,
and shall be allocated only among the Participants eligible to share of the
Employer or Participating Employer making the contribution. On the basis of
the information furnished by the Administrator, the Trustee shall keep
separate books and records concerning the affairs of each Participating
Employer hereunder and as to the accounts and credits of the Employees of
each Participating Employer. The Trustee may, but need not, register
Contracts so as to evidence that a particular Participating Employer is the
interested Employer hereunder, but in the event of an Employee transfer from
one Participating Employer to another, the employing Employer shall
immediately notify the Trustee thereof.

10.6  AMENDMENT

          Amendment of this Plan by the Employer at any time when there shall
be a Participating Employer hereunder shall only be by the written action of
each and every Participating Employer and with the consent of the Trustee
where such consent is necessary in accordance with the terms of this Plan.

10.7  DISCONTINUANCE OF PARTICIPATION

          Any Participating Employer shall be permitted to discontinue or
revoke its participation in the Plan. At the time of any such discontinuance
or revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust Fund assets allocable
to the Participants of such Participating Employer to such new Trustee as
shall have been designated by such Participating Employer, in the event that
it has established a separate pension plan for its Employees, provided
however, that no such transfer shall be made if the result is the elimination
or reduction of any "Section 411(d)(6) protected benefits" in accordance with
Section 7.1(c). If no successor is designated, the Trustee shall retain such
assets for the Employees of said Participating Employer pursuant to the
provisions of the Trust. In no such event shall any part of the corpus or
income of the Trust as it relates to such Participating Employer be used for
or diverted to purposes other than for the exclusive benefit of the Employees
of such Participating Employer.

10.8  ADMINISTRATOR'S AUTHORITY

          The Administrator shall have authority to make any and all
necessary rules or regulations, binding upon all Participating Employers and
all Participants, to effectuate the purpose of this Article.


                                      70

<PAGE>

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

                                       SENOMYX, INC.




                                       By  /s/  [ILLEGIBLE]
                                         --------------------------------------
                                          EMPLOYER










                                      71

<PAGE>

                     CERTIFICATE OF CORPORATE RESOLUTION

          The undersigned Secretary of SENOMYX, INC. (the Corporation) hereby
certifies that the following resolutions were duly adopted by the board of
directors of the Corporation on 6/1/00, and that such resolutions have not
been modified or rescinded as of the date hereof:

          RESOLVED, that the form of Profit Sharing Plan effective January 1,
2000, presented to this meeting is hereby approved and adopted and that the
proper officers of the Corporation are hereby authorized and directed to
execute and deliver to the Trustee of the Plan one or more counterparts of
the Plan.

          RESOLVED, that for purposes of the limitations on contributions and
benefits under the Plan, prescribed by Section 415 of the Internal Revenue
Code, the "limitation year" shall be the Plan Year.

          RESOLVED, that not later than the due date (including extensions
hereof) of the Corporation's federal income tax return for each of its fiscal
years hereafter, the Corporation shall contribute to the Plan for each such
fiscal year such amount as shall be determined by the board of directors of
the Corporation and that the Treasurer of the Corporation is authorized and
directed to pay such contribution to the Trustee of the Plan in cash or
property and to designate to the Trustee the year for which such contribution
is made.

          RESOLVED, that the proper officers of the Corporation shall act as
soon as possible to notify the employees of the Corporation of the adoption
of the Profit Sharing Plan by delivering to each employee a copy of the
summary description of the Plan in the form of the Summary Plan Description
presented to this meeting, which form is hereby approved.

          The undersigned further certifies that attached hereto as Exhibits
A, B and C, respectively, are true copies of SENOMYX, INC. 401(k) PLAN,
Summary Plan Description and Funding Policy and Method approved and adopted
in the foregoing resolutions.




                                          /s/    [ILLEGIBLE]
                                       ----------------------------------------
                                       Secretary


                                                     6/1/00
                                       ----------------------------------------
                                       Date

<PAGE>

                                 SENOMYX, INC.
                                  401(K) PLAN


                           FUNDING POLICY AND METHOD

          A pension benefit plan (as defined in the Employee Retirement
Income Security Act of 1974) has been adopted by the company for the purpose
of rewarding long and loyal service to the company by providing to employees
additional financial security at retirement. Incidental benefits are provided
in the case of disability, death or other termination of employment.

          Since the principal purpose of the plan is to provide benefits at
normal retirement age, the principal goal of the investment of the funds in
the plan should be both security and long-term stability with moderate growth
commensurate with the anticipated retirement dates of participants.
Investments, other than "fixed dollar" investments, should be included among
the plan's investments to prevent erosion by inflation. However, investments
should be sufficiently liquid to enable the plan, on short notice, to make
some distributions in the event of the death or disability of a participant.

<PAGE>

                                SENOMYX, INC.
                                401(K) PLAN

                          PARTICIPANT LOAN PROGRAM

         SENOMYX, INC. 401(k) PLAN permits loans to be made to Participants
and their beneficiaries. However, before any loan is made, Section 7.4 p.60
of the Plan requires that a written loan program be established which sets
forth the rules and guidelines for making Participant loans. This document
shall serve as the required written loan program. In addition, the
Administrator may use this document to serve as, or supplement, any required
notice of the loan program to Participants and their beneficiaries. All
references to Participants in this loan program shall include Participants
and their Beneficiaries who are "parties in interest" as defined by Act
Section 3(14).

         1.      The Administrator of the Plan is authorized to administer
         the Participant loan program. All applications for loans shall be made
         by a Participant to the Administrator on forms which the Administrator
         will make available for such purpose.

         2.      All loan applications shall be considered by the
         Administrator within a reasonable time after the Participant makes
         formal application. The Participant shall also be required to
         provide such supporting information deemed necessary by the
         Administrator. This may include a financial statement, tax returns
         and such other financial information which the Administrator may
         consider necessary and appropriate to determine whether a loan
         should be granted. Furthermore, the Participant shall authorize the
         Administrator to obtain a credit report on the Participant.

         3.      The Administrator shall determine whether a Participant
         qualifies for a loan, applying such criteria as a commercial lender
         of funds would apply in like circumstances with respect to the
         Participant. Such criteria shall include, but need not be limited
         to, the creditworthiness of the Participant and his general ability
         to repay the loan, the period of time such Participant has been
         employed by the Employer, whether adequate security has been provided
         for the loan, and whether the Participant agrees, as a condition for
         receiving the loan, to make repayments through direct, after-tax
         payroll deduction.

         4.      With regard to any loan made pursuant to this program, the
         following rule(s) and limitation(s) shall apply, in addition to such
         other requirements set forth in the Plan:

                 (i)     No loan in an amount less than $1,000 shall be granted
                 to any Participant.

                 (ii)    No loan shall be granted to any Participant having a
                 loan currently outstanding from the Plan.

                 (iii)   All loans made pursuant to this program shall be
                 considered a directed investment from the account(s) of the
                 Participant maintained under the Plan. As such, all payments
                 of principal and interest made by the Participant shall be
                 credited only to the account(s) of such Participant.


<PAGE>

         5.      Any loan granted or renewed under this program shall bear a
         reasonable rate of interest. In determining such rate of interest,
         the Plan shall require a rate of return commensurate with the
         prevailing interest rate charged on similar commercial loans under
         like circumstances by persons in the business of lending money. Such
         prevailing interest rate standard shall permit the Administrator to
         consider factors pertaining to the opportunity for gain and risk of
         loss that a professional lender would consider on a similar
         arms-length transaction, such as the creditworthiness of the
         Participant and the security given for the loan. Therefore, in
         establishing the rate of interest, the Administrator shall conduct a
         reasonable and prudent inquiry with professional lenders in the same
         geographic locale where the Participant and Employer reside to
         determine such prevailing interest rate for loans under like
         circumstances.

         6.      The Plan shall require that adequate security be provided by
         the Participant before a loan is granted. For this purpose, the Plan
         shall consider a Participant's interest under the Plan to be
         adequate security. However, in no event shall more than 50% of a
         Participant's vested interest in the Plan (determined immediately
         after origination of the loan) be used as security for the loan.
         Generally, it shall be the policy of the Plan not to make loans
         which require security other than the Participant's vested interest
         in the Plan. However, if additional security is necessary to
         adequately secure the loan, then the Administrator shall require
         that such security be provided before the loan will be granted. For
         this purpose, the Participant's principal residence may serve as
         additional security, if permitted by State law.

         7.      Generally, a default shall occur upon the failure of a
         Participant to timely remit payments under the terms of the loan
         when due. In such event, the Trustee shall take such reasonable
         actions which a prudent fiduciary in like circumstances would take
         to protect and preserve Plan assets, including foreclosing on any
         collateral and commencing such other legal action for collection
         which the Trustee deems necessary and advisable. Failure to make any
         installment payment when due in accordance with the terms of the
         loan results in a deemed distribution at the time of such failure.
         However, the Trustee shall not be required to commence such actions
         immediately upon a default. Instead, the Trustee may grant the
         Participant a grace period to cure any default, provided such
         actions would constitute a prudent and reasonable course of conduct
         for a professional lender in like circumstances. Any such grace
         period shall not continue beyond the last day of the calendar
         quarter following the calendar quarter in which the required
         installment payment was due.

         8.      Upon satisfaction of the criteria established for granting a
         loan, the Administrator shall inform the Trustee that the
         Participant has qualified to receive a loan under the Plan's
         program. The Trustee shall review the determination made by the
         Administrator (including the prevailing interest rate which has been
         set for the loan) and, if it determines that such loan would be a
         prudent investment for the Plan, applying such fiduciary standards
         required by ERISA, the Trustee may grant the loan request. In making
         such determination, the Trustee may consider the liquidity of the
         Plan assets available for loans. The Trustee shall then require that
         the Participant execute all documents necessary to establish the
         loan, including a promissory note and such other documents which
         will provide the Plan with adequate security.


<PAGE>

         Adopted this first day of June, 2000. This loan program may be amended
from time to time.

Employer:

/s/ [ILLEGIBLE]
--------------------------


Trustee:

/s/ [ILLEGIBLE]
--------------------------


Administrator:

/s/ [ILLEGIBLE]
--------------------------