CARBON ENERGY CORPORATION

                           401(k) PROFIT SHARING PLAN





















                   By:   /s/ Kevin Struzeski
                         -----------------------------------------------------
                         (Signature)

                         /s/ Kevin Struzeski
                         -----------------------------------------------------
                         (Name Printed or Typed)

                Title:   Chief Financial Officer
                         -----------------------------------------------------


         Date Adopted:   11/15/99
                         -----------------------------------------------------




<PAGE>


                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I  STATEMENT OF PURPOSE AND INTENTIONS

1.1         Purpose..........................................................1
1.2         Intent to Qualify................................................1


ARTICLE II  DEFINITIONS

2.1         Anniversary Date.................................................2
2.2         Annuity Starting Date............................................2
2.3         Beneficiary......................................................2
2.4         Break in Service Year............................................2
2.5         Code.............................................................2
2.6         Company..........................................................2
2.7         Compensation.....................................................2
2.8         Date of Employment...............................................3
2.9         Date of Re-employment............................................3
2.10        Earned Income....................................................3
2.11        Effective Date...................................................3
2.12        Elective Compensation............................................3
2.13        Eligible Compensation............................................3
2.14        Employee.........................................................4
2.15        Employer.........................................................5
2.16        Hour of Service..................................................6
2.17        Individual Accounts..............................................7
2.18        Insurance Company................................................7
2.19        Limitation Year..................................................7
2.20        Normal Retirement Age and Normal Retirement Date.................7
2.21        Owner-Employee...................................................7
2.22        Participant......................................................7
2.23        Plan.............................................................7
2.24        Plan Administrator...............................................8
2.25        Plan Year........................................................8
2.26        Preliminary Service..............................................8
2.27        Qualified Matching Contributions ("QMAC")........................8
            Qualified Nonelective Contributions ("QNC")......................8
2.28        Required Beginning Date..........................................8
2.29        Retirement and Retirement Date...................................8
2.30        Self-Employed Individual.........................................8
2.31        Service..........................................................8
2.32        Total and Permanent Disability...................................9
2.33        Trustees.........................................................9
2.34        Vested Benefit...................................................9
2.35        Years of Service.................................................9


ARTICLE III  PARTICIPATION

3.1         Commencement of Participation...................................10
3.2         Minimum Participation Standards.................................10
3.3         Preliminary Service.............................................10
3.4         Active Participation; Inactive Participation....................11
3.5         Cessation of Participation......................................11
3.6         Participation on Resumption of Employment.......................11

<PAGE>

ARTICLE IV  CONTRIBUTIONS

4.1.1       Basic Contributions:  Amount....................................12
4.1.2       Basic Contribution Accounts.....................................13
4.1.3       Basic Contributions:  Allocations...............................13
4.1.4       Basic Contributions:  Vesting...................................14
4.1.5       Forfeitures.....................................................15
4.1.6       Basic Contributions:  Withdrawals...............................15
4.2.1       Elective Contributions:  Amount.................................15
4.2.2       Elective Contribution Account...................................18
4.2.3       Elective Contributions:  Allocations............................18
4.2.4       Elective Contributions:  Vesting................................18
4.2.5       Elective Contributions:  Withdrawals............................18
4.3.1       Supplemental Contributions:  Amount.............................20
4.3.2       Supplemental Contribution Accounts..............................20
4.3.3       Supplemental Contributions:  Allocations........................20
4.3.4       Supplemental Contributions:  Vesting............................20
4.4.1       Rollover Contribution:  Amount..................................20
4.4.2       Rollover Contribution Account...................................21
4.4.3       Rollover Contributions:  Allocation.............................21
4.4.4       Rollover Contributions:  Vesting................................21
4.5.1       Plan-to-Plan Transfers:  Amount.................................21
4.5.2       Plan-to-Plan Transfer Account...................................21
4.5.3       Plan-to-Plan Transfer:  Allocation..............................22
4.5.4       Plan-to-Plan Transfers:  Vesting................................22


ARTICLE V  REQUIRED NON-DISCRIMINATION TESTING

5.1.1       Limitation on Additions.........................................23
5.1.2       Suspense Account................................................26
5.2.1       Top-Heavy Provisions:  Application..............................26
5.2.2       Top-Heavy Determination.........................................26
5.2.3       Special Rules for Top-Heavy Plans...............................28
5.3         Actual Deferral Percentage Test.................................29
5.4         Average Contribution Percentage Test............................32
5.5         Multiple Use of Alternative Limitation..........................35


ARTICLE VI  ADMINISTRATION OF PLAN ASSETS

6.1.1       The Investment Fund.............................................37
6.1.2       Employee Directed Investments...................................37
6.2         Account Adjustments.............................................37
6.3         Distribution Adjustments........................................38
6.4         Expenses........................................................38


ARTICLE VII  DISTRIBUTIONS

7.1         Termination of Employment (Including Disability)
              Before Retirement.............................................39
7.2         Death Benefits..................................................39
7.3         Retirement......................................................41
7.4         Form of Retirement Benefit......................................42
7.5         Retirement Benefits:  Election of Forms and Commencement
              of Payments...................................................42
7.6         Loans to Participants...........................................45


ARTICLE VIII  GENERAL PROVISONS

8.1.1       Plan Modification:  Authority...................................49
8.1.2       Plan Modification:  Merger......................................49
8.1.3       Plan Modification:  Termination.................................49


<PAGE>

8.2.1       Duties:  Plan Administrator.....................................49
8.2.2       Duties:  Employer...............................................49
8.3         Benefit Claims Procedure........................................50
8.4         Review Procedure................................................50
8.5         Qualification of the Plan and Conditions of Contributions.......51
8.6         Beneficiaries...................................................51
8.7         Spendthrift Clause..............................................51
8.8         Owner-Employees:  Other Trades or Businesses....................52
8.9         Limitations of the Employer's Liability.........................52
8.10        Non-Guarantee of Employment.....................................52
8.11        Applicable Law..................................................52


ARTICLE IX  DIRECT ROLLOVERS

9.1         General Rule....................................................53
9.2         Definitions.....................................................53



<PAGE>


                         OUTLINE OF KEY PLAN PROVISIONS

1.       Definition of Compensation (See Plan Section 2.7):
         --------------------------

         Generally,  "Compensation" means wages that are reportable as income on
         IRS Form W-2 for federal income tax withholding purposes.

         In addition,  Compensation  means elective  deferrals  (including,  for
         example,  Elective  Contributions  under  this  Plan)  and any  amounts
         deferred under a "cafeteria plan".

2.       Definition of Eligible Employee (See Plan Section 2.14):
         -------------------------------

         Effective July 1, 1999 through  October 31, 1999,  "Eligible  Employee"
         means, at any time, any Employee of the Employer.

         Effective  November 1, 1999,  Eligible Employee means, at any time, any
         Employee of the Employer who is not a union member.

         Eligible Employees are those Employees who are potentially  eligible to
         participate in this Plan.

3.       Minimum Participation Standards (See Plan Section 3.2):
         -------------------------------

         An Employee may participate in the Plan as of any Entry Date when he or
         she:

         (a)      is an Eligible Employee

         (b)      Effective  July 1, 1999 through  October 31, 1999, has been an
                  Employee for at least three months, EXCEPT this requirement is
                  waived for Employees on the Effective Date. Effective November
                  1, 1999, there is no Preliminary Service requirement.

4.       Basic Contributions (See Plan Sections 4.1.1 - 4.1.5):
         -------------------

         (a)      Amount: From July 1, 1999 through December 31, 1999, Basic ADP
                  Safe Harbor Matching Contributions shall be made equal to 100%
                  of the Participant's  Elective  Contributions not exceeding 4%
                  of the Participant's  Eligible  Compensation,  plus 50% of the
                  Participant's  Elective  Contributions  exceeding  4% but  not
                  exceeding 6% of the Participant's Eligible Compensation.

                  Effective January 1, 2000, Basic Matching Contributions may be
                  made in an amount to be determined by the Employer.

                  Also, an additional Basic  Profit-Sharing  Contribution may be
                  contributed in an amount to be determined by the Employer.

         (b)      Allocation: From July 1, 1999 through December 31, 1999, Basic
                  ADP Safe Harbor Matching  Contributions  shall be allocated to
                  those Participants who make Elective  Contributions  according
                  to the Basic ADP Safe Harbor  Matching  Contributions  formula
                  described above.

                  Effective January 1, 2000, Basic Matching  Contributions shall
                  be  allocated  to  those   Participants   who  make   Elective
                  Contributions  as a uniform  percentage  of the  Participant's
                  Elective  Contributions  EXCEPT that a Participant's  Elective
                  Contributions in excess of 10% of the  Participant's  Elective
                  Compensation   shall  not  be  taken   into   account.   Basic
                  Profit-Sharing    Contributions    shall   be   allocated   to
                  Participants on a pro rata basis according to Compensation.

<PAGE>

         (c)      Vesting:   Basic   ADP  Safe   Harbor   Matching   and   Basic
                  Profit-Sharing Contributions are 100% vested at all times.

                  Basic Matching  Contributions  become vested  according to the
                  following schedule:

                        =======================================================
                            Years of Service              Vested Percentage

                        =======================================================
                               Less than 1                         0%
                                    1                             33%
                                    2                             66%
                                3 or more                        100%
                        =======================================================

5.       Elective Contributions (See Plan Sections 4.2.1 - 4.2.5):
         ----------------------

         Elective  deferrals may be contributed to the Plan by  Participants  in
         amounts  equal  to  not  more  than  the  maximum   percentage  legally
         permissible of their Elective Compensation.

         Elective Contributions are 100% vested at all times.

6.       Expenses (See Plan Section 6.4):
         --------

         The  Expenses  of  maintaining  this  Plan  which  are not  paid by the
         Employer shall be satisfied  directly out of the Plan's assets,  except
         for certain transactional charges which shall be paid by the particular
         Participants involved.

7.       Investments (See Plan Section 6.1.2):
         -----------

         Participants  are permitted to direct the investment of amounts held by
         the Plan on their behalf.

8.       Loans (See Plan Section 7.6):
         -----

         Participant loans are permitted under this Plan.

9.       Form of Retirement Benefit (See Plan Section 7.4):
         --------------------------

         Distributions  are in the form of lump sums unless an optional  form of
         benefit is selected.

         Married  Participants  can  designate a non-spouse  beneficiary  of the
         death benefit with proper spousal consent.

10.      Withdrawals (See Plan Sections 4.1.6, 4.2.5):
         -----------

         The  Plan  allows   withdrawals   (subject  to  conditions)   prior  to
         termination of employment.

PLEASE NOTE

THE  FOREGOING  STATEMENTS  ARE MERELY  SUMMARIES OF SPECIFIC  PLAN  PROVISIONS,
PROVIDED FOR QUICK REFERENCE. THE PLAN TEXT ITSELF CONTROLS AND MUST BE REFERRED
TO FOR THE ACTUAL AND COMPLETE PLAN PROVISIONS.


<PAGE>
                                    ARTICLE I

                       STATEMENT OF PURPOSE AND INTENTIONS

1.1        Purpose

           The Employer  adopts this Plan as a defined  contribution  retirement
           plan of the profit  sharing type with a cash or deferred  arrangement
           to provide  retirement  benefits and  incidental  benefits to certain
           Employees who qualify for such benefits as more particularly provided
           herein.

1.2        Intent to Qualify

           It is the Employer's intent that this Plan be a qualified plan in the
           meaning of sec. 401 of the Internal Revenue Code of 1986, as amended,
           that any trust that may become  part  hereof be exempt from tax under
           sec. 501(a) of the Code, and that  contributions made by the Employer
           be  deductible  under  sec.  404 of the  Code.  This  Plan  shall  be
           interpreted,  applied and  administered  in a manner  consistent with
           this  intent to  qualify.  All amounts  contributed  to,  accumulated
           and/or  held  pursuant  to this Plan shall not be diverted to or used
           for other than the  exclusive  benefit of the  Participants  or their
           beneficiaries  until after such  amounts have been  distributed  from
           this Plan. In the event that the portion of this Plan  comprising the
           qualified  cash or deferred  arrangement  fails to qualify  under the
           provision  of sec.  401(k)  of the  Code,  the Plan as a whole  shall
           nonetheless be interpreted so as to qualify under sec.  401(a) of the
           Code.




                                       1
<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

For the purpose of this Plan,  when the  following  terms appear in this Plan in
boldface type,  they shall have the meanings  indicated in this Article unless a
different meaning is clearly required by the context.

Whenever required by the context, masculine pronouns shall include the feminine,
and singular the plural.

2.1      Anniversary Date means each January 1.

2.2      Annuity Starting Date means the first day of the first period for which
         an amount is payable as a Lump Sum or any other form.

2.3      Beneficiary is defined in Section 8.6, except as specifically  provided
         to the contrary elsewhere in this Plan.

2.4      Break  in  Service   Year  means  a   twelve-consecutive-month   period
         commencing on an Anniversary  Date (or, for the purposes of determining
         an Employee's Preliminary Service, each Preliminary Computation Period,
         as  described  in Article  III) and during which an Employee (or former
         Employee) is credited with not more than 500 Hours of Service.

2.5      Code means the  Internal  Revenue  Code of 1986,  as  amended,  and all
         regulations promulgated thereunder. 2.6 Company means, on July 1, 1999,
         CEC  Resources  Ltd.  Effective  November 1, 1999,  Company  shall mean
         Carbon Energy Corporation, the successor sponsor of the Plan.

2.7      Compensation  means wages,  salary,  and/or other  remuneration that is
         receivable by an individual  during a Plan Year in exchange for Service
         while an  Eligible  Employee  and that is  required  to be  reported as
         income on the individual's  Form W-2 for federal income tax withholding
         purposes  under  Code  sec.   3401(a).   Compensation   also  means  an
         individual's  Earned Income, if any,  attributable to Service performed
         during the Plan Year.

         In addition, Compensation shall include the following amounts:

         (a)      all  elective  deferrals  (as defined by Code sec.  402(g)(3))
                  made by the  Participant  during the Plan Year  pursuant  to a
                  salary reduction agreement with the Employer,  including those
                  described by Section 4.2.1 of this Plan; and

         (b)      all  Compensation  accrued by the Participant  during the Plan
                  Year but which is not then  included as taxable  income of the
                  Participant  pursuant  to a  "cafeteria"  or other  such  plan
                  maintained by the Employer according to Code sec. 125.

         In addition to other applicable  limitations set forth in the Plan, and
         notwithstanding  any other  provision of the Plan to the contrary,  for
         Plan  Years   beginning  on  or  after  January  1,  1994,  the  annual
         Compensation  of each Employee  taken into account under the Plan shall
         not exceed the OBRA '93 annual  compensation limit. The OBRA '93 annual
         compensation  limit is $150,000,  as adjusted by the  Commissioner  for
         increases in the cost of living in accordance  with sec.  401(a)(17)(B)
         of the Internal Revenue Code. The  cost-of-living  adjustment in effect
         for a calendar  year  applies to any period,  not  exceeding 12 months,
         over which Compensation is determined  (determination period) beginning
         in such calendar year. If a determination period consists of fewer than
         12 months, the OBRA '93 annual compensation limit will be multiplied by
         a  fraction,  the  numerator  of which is the  number  of months in the
         determination period, and the denominator of which is 12.

                                       2
<PAGE>

         For Plan Years  beginning on or after January 1, 1994, any reference in
         this Plan to the  limitation  under sec.  401(a)(17)  of the Code shall
         mean  the  OBRA  '93  annual  compensation  limit  set  forth  in  this
         provision.

         If  Compensation  for any  prior  determination  period  is taken  into
         account in determining an Employee's  benefits  accruing in the current
         Plan  Year,  the  Compensation  for the prior  determination  period is
         subject  to the OBRA '93 annual  compensation  limit in effect for that
         prior determination period. For this purpose, for determination periods
         beginning  before the first day of the first Plan Year  beginning on or
         after  January  1,  1994,  the OBRA '93  annual  compensation  limit is
         $150,000.

         In  applying  this  limit,  the family  aggregation  rules of Code sec.
         414(q)(6)  shall apply,  except that in applying  such rules,  the term
         "family"  shall  include only the spouse of the Employee and any lineal
         descendants  of the  Employee  who have not  attained age 19 before the
         close of the Plan Year. In addition,  if this limit applies to a family
         unit,  then for the purposes of this Plan,  each affected family member
         shall be credited with an amount of  Compensation  on a pro rata basis,
         so  that  such   credited   amount,   when  compared  to  the  adjusted
         compensation  limit,  shall have the same direct proportion that exists
         in comparing that person's  actual  Compensation to the sum of all that
         family's affected members' Compensation.

2.8      Date of  Employment  means the date on which an Employee  has his first
         Hour of Service.

2.9      Date of Re-employment  means the first date as of which an Employee has
         an Hour of Service after his most recent termination of Service, EXCEPT
         that for the  purposes  of  determining  Preliminary  Service,  Date of
         Re-employment  means the first date as of which an Employee is credited
         with an Hour of Service  after he most  recently has accrued a Break in
         Service  Year  which  permits  his  prior  Preliminary  Service  to  be
         disregarded.

2.10     Earned Income means the net earnings from  self-employment in the trade
         or  business  with  respect to which the Plan is  established,  and for
         which  the  personal   services  of  the   individual  are  a  material
         income-producing  factor.  For the purposes of defining  Earned Income,
         net earnings will be determined without regard to items not included in
         gross  income  and the  deductions  allocable  to such  items,  and net
         earnings  will  be  reduced  by  contributions  by  the  Employer  to a
         qualified  Plan to the extent that such  contributions  are  deductible
         under Code sec. 404. In addition, net earnings shall be determined with
         regard to the deduction allowed to the Employer by Code sec. 164(f) for
         taxable years beginning after December 31, 1989.

2.11     Effective Date means July 1, 1999.

2.12     Elective   Compensation   means  that   portion   of  a   Participant's
         Compensation  that is  attributable  to  Service  performed  while  the
         Participant  had in effect an election to have  Elective  Contributions
         made on his behalf, pursuant to Article IV.

2.13     Eligible   Compensation   means  that   portion   of  a   Participant's
         Compensation  that is  attributable  to  Service  performed  while  the
         Participant  could  have had in effect  an  election  to have  Elective
         Contributions made on his behalf, pursuant to Article IV, regardless of
         whether the Participant made such an election or not.

                                       3
<PAGE>

2.14     Employee means a natural  person who performs  Service for the Employer
         in  exchange  for  Compensation,  including  any  Leased  Employee  (as
         described below) but excluding any independent  contractor who is not a
         Leased  Employee.  For the  purposes  of this Plan,  Employee  shall be
         further described as follows.


         (a)      Eligible Employee means:

                  Effective  July 1, 1999,  through  October 31, 1999,  Eligible
                  Employee means an Employee of the Employer.

                  Effective  November  1,  1999,   Eligible  Employee  means  an
                  Employee  of the  Employer  who is not  included  in a unit of
                  employees  covered by a collective  bargaining  agreement with
                  the Employer  pursuant to which  retirement  benefits were the
                  subject of good faith  bargaining,  except to the extent  that
                  such agreement expressly permits or requires  participation in
                  this Plan.

         (b)      Highly Compensated Employee ("HCE") means:

                  (1)      The group of HCEs  includes  any  Employee who during
                           the Plan Year performs  services for the Employer and
                           who  (i)  is  a  5-percent   owner,   (ii)   receives
                           compensation  for the Plan Year in excess of the sec.
                           414(q)(1)(B) amount for the Plan Year, (iii) receives
                           compensation  for the Plan Year in excess of the sec.
                           414(q)(1)(C) amount for the Plan Year and is a member
                           of the top paid group of Employees within the meaning
                           of sec. 414(q)(4), or (iv) is an officer and receives
                           compensation  during  the Plan Year  that is  greater
                           than 50 percent of the  dollar  limitation  in effect
                           under sec. 415(b)(1)(A).  If no officer satisfies the
                           compensation  requirement  during the Plan Year,  the
                           highest  paid  officer for such year shall be treated
                           as an HCE.

                           For   purposes   of   determining   who  is  an  HCE,
                           compensation  means  wages,   salary,   and/or  other
                           remuneration  that  is  required  to be  reported  as
                           income on the individual's W-2 for federal income tax
                           withholding  purposes under Code sec.  3401(a),  plus
                           all  elective  deferrals  as  defined  in  Code  sec.
                           402(g)(3) and benefits  pursuant to a Plan under Code
                           sec. 125 that are not currently taxable.

                  (2)      If  an  Employee  is a  family  member  of  either  a
                           5-percent  owner (whether active or former) or an HCE
                           who is one of the 10 most HCEs ranked on the basis of
                           compensation  paid by the Employer  during such year,
                           then the  family  member and the  5-percent  owner or
                           top-ten HCE shall be  aggregated.  In such case,  the
                           family  member and  5-percent  owner or  top-ten  HCE
                           shall  be  treated  as a  single  Employee  receiving
                           compensation and plan contributions or benefits equal
                           to the sum of the  compensation  and  benefits of the
                           family member and 5-percent owner or top-ten HCE. For
                           purposes of this Section,  family member includes the
                           spouse,  lineal  ascendants  and  descendants  of the
                           Employee or former Employee,  and the spouses of such
                           lineal ascendants and descendants.

                  (3)      The  determination  of who is an HCE,  including  the
                           determination of the number and identity of Employees
                           in the  top  paid  group,  the  number  of  Employees
                           treated  as  officers  and the  compensation  that is
                           taken into account,  shall be made in accordance with
                           the sec. 414(q) and sec. 1.414(q)-1T of the temporary
                           Income Tax  Regulations  to the  extent  they are not
                           inconsistent with the method established above.

         (c)      Key Employee means (solely for the purposes of Section 5.2) an
                  Employee  who,  at any  time  during  the  Plan  Year  or four
                  preceding Plan Years, was:

                                       4
<PAGE>

                  (1)      an   officer  of  the   Employer   having  an  annual
                           "compensation"  greater  than  50% of the  amount  in
                           effect under Code sec. 415(b)(1)(A) for any such Plan
                           Year; or

                  (2)      one of the ten Employees having annual "compensation"
                           greater than the limitation in effect under Code sec.
                           415(c)(1)(A)  and  owning  (or  considered  as owning
                           within  the  meaning  of Code sec.  318) the  largest
                           interest of the Employer; or

                  (3)      a 5 percent owner of the Employer; or

                  (4)      a 1 percent  owner of the  Employer  having an annual
                           "compensation" of more than $150,000.

                  For the purposes of this Plan, Key Employee shall be described
                  more  particularly by Code sec.  416(i)(1).  "Compensation" is
                  defined under Highly Compensated Employee, above.

         (d)      Leased  Employee  means a person who is employed  (either as a
                  common law employee or an independent contractor) by a leasing
                  organization  (but  not  by the  Employer)  and  who  performs
                  services for the Employer on a  substantially  full-time basis
                  for a period of at least one year,  where such services are of
                  a type historically performed by Employees within the business
                  field of the  Employer,  and where such  services are provided
                  pursuant to a contract  between the leasing  organization  and
                  the  Employer,  EXCEPT that if such person is covered  under a
                  money  purchase   pension  plan   maintained  by  the  leasing
                  organization  and which provides (1) a nonintegrated  employer
                  contribution  rate  of at  least 7 1/2%  of  compensation  for
                  services  performed prior to January 1, 1987, and at least 10%
                  of  compensation  for services  performed  after  December 31,
                  1986, with  compensation  being  determined  according to Code
                  sec.  415(c)(3),  but  including  amounts  contributed  by the
                  Employer  pursuant to a salary  reduction  agreement which are
                  excludable  from the  Employee's  gross income under Code sec.
                  125,    402(e)(3),    402(h),   or   403(b);   (2)   immediate
                  participation;  and (3) full and immediate vesting, AND if the
                  sum of all such persons is not more than 20% of the Employer's
                  "nonhighly  compensated  workforce" (as defined in 26 CFR sec.
                  1.414(n)-2(f)(3)(ii)), then for the purposes of this Plan such
                  person  is  not  a  Leased  Employee,  and  is  at  that  time
                  ineligible for a benefit or any vested interest in this Plan.

                  Any  provisions  of this Section and this Plan to the contrary
                  notwithstanding,  the  term  "Leased  Employee"  shall be more
                  specifically defined by, and Leased Employees shall be treated
                  under this Plan  consistent  with, Code sec. 414(n) and 26 CFR
                  sec. 1.414(n)-2.

2.15     Employer   means  the  Company,   and  any  other  person  or  business
         organization which has adopted and maintains this Plan on behalf of its
         employees with the consent of the Company.

         In addition,  to the extent required for this Plan's  qualification for
         special  tax  treatment  under the Code,  and to the  extent  otherwise
         required by applicable law,  including for example the determination of
         a Participant's Preliminary Service and Years of Service, Employer also
         means any predecessor  organization  which  previously  maintained this
         Plan on behalf of its employees (but only with regard to that period of
         time during which the Plan was maintained by such organization(s)), and
         any employer which, together with the Employer (as otherwise defined in
         this Section), is a member of a controlled group of corporations in the
         meaning  of Code  sec.  414(b),  or is a member of a group of trades or
         business  (whether or not  incorporated)  under  common  control in the
         meaning of Code sec.  414(c),  or is a member of an affiliated  service
         group in the meaning of Code sec. 414(m),  or is otherwise  required to
         be aggregated by Code sec. 414(o).

                                       5
<PAGE>

2.16     Hour of Service means:

         (a)      each  hour for  which an  Employee  is paid,  or  entitled  to
                  payment, by the Employer for the performance of duties;

         (b)      each hour for which an  Employee  is  directly  or  indirectly
                  paid, or entitled to payment,  by the Employer on account of a
                  period  of  time   during   which  no  duties  are   performed
                  (irrespective  of  whether  the  employment  relationship  has
                  terminated)  due to  vacation,  holiday,  illness,  incapacity
                  (including  disability),  layoff,  jury duty, military duty or
                  leave of absence  except with respect to payments  made or due
                  under a plan  maintained  solely for the purpose of  complying
                  with   applicable   workers'   compensation   or  unemployment
                  compensation or disability  insurance laws or which are solely
                  in    reimbursement   to   the   Employee   for   medical   or
                  medically-related expenses incurred by the Employee;  however,
                  no more than 501 Hours of Service  shall be credited  pursuant
                  to this  paragraph  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 Plan Year); and

         (c)      each hour for which back pay,  irrespective  of  mitigation of
                  damages,  is either  awarded  or  agreed  to by the  Employer;
                  however,  an Hour of Service shall not be credited  under both
                  this paragraph and paragraph (a) or (b), above.

         Hours of Service credited under paragraphs (b) and (c), above, shall be
         credited in accordance with Department of Labor Regulations found at 29
         CFR sec.  2530.200b-2(b).  Hours of Service  shall be  credited  to the
         appropriate Plan Year in accordance with 29 CFR sec. 2530.200b-2(c).

         Hours of Service included pursuant to paragraph (a) shall be determined
         according to records of employment  maintained by the Employer. If such
         records do not provide an  adequate  basis for  determining  the actual
         number of Hours of Service  accrued by a  particular  Employee  (e.g. a
         salaried Employee),  then Hours of Service under paragraph (a) shall be
         credited to the Employee on a weekly  basis and the  Employee  shall be
         credited  with 45  Hours  of  Service  for  every  week in which he has
         accrued  at  least  one  Hour of  Service  as  otherwise  described  in
         paragraph (a).

         Special Rule for Maternity or Paternity Absences

         If an Employee is absent from work due to

         (a)      the pregnancy of the Employee,

         (b)      the birth of a child to the Employee,

         (c)      the  placement  of a child with the  Employee  pursuant to the
                  Employee's adoption of the child, or

         (d)      the  care  of  such  child  described  in  (b)  or  (c)  above
                  immediately following its birth or placement,

         the Employee shall  nonetheless be credited with the number of Hours of
         Services  which  normally  would have been credited to the Employee but
         for said absence (or, if the Plan  Administrator is unable to determine
         said  number,  with  eight  (8)  Hours of  Service  for each  regularly
         scheduled workday the Employee is absent), to a maximum of 501 Hours of
         Service.

                                       6
<PAGE>

         PROVIDED that this special  crediting of Hours of Service occurs during
         only one Plan Year, and

         PROVIDED that the Plan Year in which such Hours of Service are credited
         in the Plan Year in which the absence  begins,  unless  such  crediting
         would not be  necessary  to avoid a Break in Service  Year in said Plan
         Year,  in which case such Hours of Service  shall be  credited  as they
         accrue in the Plan Year  immediately  following  the Plan Year in which
         the absence begins, and

         PROVIDED  that the  crediting of such Hours of Service  shall be solely
         for the  purpose of  avoiding a Break in  Service  Year,  and shall not
         operate  to  increase  any  Employee's  or  former   Employee's  vested
         percentage or  retirement  benefit,  nor shall the  crediting  have any
         other operative effect regarding this Plan, and

         PROVIDED that, under rules established by the Plan  Administrator,  the
         Employee may be required to provide to the Plan  Administrator  written
         certification   from  the   Employee's   attending   doctor   or  other
         professional  attendant  at birth  or  representative  of the  relevant
         adoption  agency to  establish  that the  absence  from work is for the
         reasons referred to above.

2.17     Individual  Accounts means, for any  Participant,  those accounts which
         are both  listed  below  and  maintained  pursuant  to this Plan on his
         behalf.

         (a)      Basic ADP Safe Harbor Matching Contribution Account

         (b)      Basic Matching Contribution Account

         (c)      Basic Profit-Sharing Contribution Account

         (d)      Elective Contribution Account

         (e)      Rollover Contribution Account

         (f)      Plan-to-Plan Transfer Account

2.18     Insurance  Company  means  a  legal  reserve  life  insurance  company,
         licensed  to do  business  in the  state of  Colorado,  with  which the
         Trustees  have  entered into a contract to provide  benefits  under the
         Plan.

2.19     Limitation  Year, for purposes of determining the limitation on certain
         additions  to the Plan for the benefit of an Employee as  described  in
         Section 5.1.1, means a twelve-consecutive-month  period beginning on an
         Anniversary Date.

2.20     Normal Retirement Age and Normal Retirement Date are defined in Article
         VII under "Retirement".

2.21     Owner-Employee  means an  Employee  who is the sole  proprietor  of the
         business employing the Employees,  or who is a partner owning more than
         10%  of  the  capital  interest  and/or  the  profits  interest  in the
         partnership employing the Employees.

2.22     Participant  means an  Employee  or former  Employee  who has  become a
         Participant or resumed participation pursuant to Section 3.1 or 3.6 and
         who has not  subsequently  ceased to participate as provided in Section
         3.5. A  Participant  may be Active or  Inactive  as provided in Section
         3.4.

2.23     Plan  means  this  CEC  Resources  Ltd.  401(k)  Profit  Sharing  Plan.
         Effective  November  1,  1999,  the Plan  shall be known as the  Carbon
         Energy Corporation 401(k) Profit Sharing Plan.

                                       7
<PAGE>

2.24     Plan Administrator  means one or more persons appointed by the Trustees
         to control and manage the operation and administration of the Plan. The
         person or persons so appointed  shall  constitute a named  fiduciary or
         fiduciaries for purposes of the Employee Retirement Income Security Act
         of 1974. If no Plan Administrator is appointed, then the Trustees shall
         be the Plan Administrator.

2.25     Plan Year means a period of time commencing on an Anniversary  Date and
         ending with the day immediately preceding the next Anniversary Date.

2.26     Preliminary Service is defined in Article III.

2.27     Qualified Matching  Contributions ("QMAC") means employer contributions
         (other than Elective Contributions) made to a plan for a Participant on
         account of any employee contributions or Elective Contributions made to
         a plan by or on behalf of the Participant, PROVIDED that the amounts of
         the employer  contributions  are subject to the  nonforfeitability  and
         distribution  limitations of Income Tax Reg. 26 CFR secs. 1.401(k)-1(c)
         & (d) the same as elective contributions.

         Qualified    Nonelective    Contributions    ("QNC")   means   employer
         contributions made to a plan which are not matching contributions (i.e.
         not made on  account  of any  employee  or  elective  contribution)  or
         Elective Contributions,  but which are subject to the nonforfeitability
         and   distribution   limitations  of  Income  Tax  Reg.  26  CFR  secs.
         1.40(k)-1(c) & (d) the same as elective contributions.

2.28     Required Beginning Date means for any Participant except a five-percent
         owner, the April 1 of the calendar year following the later of:

         (a)      the  calendar  year in which the  Participant  attained age 70
                  1/2, or

         (b)      the calendar year in which the Participant retires.

         The Required  Beginning  Date of a  Participant  who is a  five-percent
         owner shall be the April 1 of the calendar year  following the calendar
         year the five-percent  owner attains age 70 1/2. A five-percent  owner,
         for purposes of this Section, means a Participant who is a five-percent
         owner within the meaning of Code sec.  416(i) (EXCEPT without regard to
         whether  the Plan is  actually  top heavy) at any time  during the Plan
         Year ending with or within the calendar  year in which the  Participant
         attains age 66 1/2, or any  subsequent  Plan Year.  Once a  Participant
         becomes a  five-percent  owner,  distributions  must  continue  to that
         Participant even if that Participant  ceases to be a five-percent owner
         in a subsequent year.

         Any Participant receiving distributions required by Code sec. 401(a)(9)
         who attained age 70 1/2 but who did not retire  before  January 1, 1997
         may elect to stop distributions and recommence them by April 1st of the
         calendar  year  following  the calendar  year in which the  Participant
         retires.  There is no new Annuity Starting Date upon  recommencement of
         distributions.

2.29     Retirement  and  Retirement  Date are  defined  in  Article  VII  under
         "Retirement".

2.30     Self-Employed  Individual  means,  with respect to any taxable year, an
         individual  who has Earned  Income  attributable  to Service  performed
         during that taxable year,  and also means an individual  who would have
         had such  Earned  Income but for the fact that the trade or business of
         the Employer and with regard to which the Plan is maintained had no net
         profits for the taxable year.

2.31     Service  means  employment  of the  Employee  by the  Employer  for the
         performance  of  labor or  duties  by the  Employee  on  behalf  of the
         Employer  and  for  which  the  Employee  is to be  compensated  by the
         Employer.

                                       8
<PAGE>

2.32     Total and  Permanent  Disability  means a physical or mental  condition
         that in the opinion of the Plan  Administrator  precludes a person from
         employment  for  which  he is  qualified  because  of  his  experience,
         training, and education,  and that is expected to continue for not less
         than 12 months. The Plan  Administrator's  opinion regarding the degree
         and  permanence  of  the  disability  shall  be  supported  by  medical
         evidence.

2.33     Trustees  means  those  persons  or the  organization  with  which  the
         Employer has entered into a trust  agreement to provide  benefits under
         the Plan.

         However,  at any time that the Plan is not trusteed,  "Trustees"  shall
         mean the Company.

2.34     Vested Benefit means, at any time, the sum of the Participant's  vested
         Individual Account balances.

2.35     Years of Service

         (a)      General Rule

                  A  Participant's  period of  employment  taken into account to
                  determine  his Years of Service for the  purposes of this Plan
                  shall be measured as follows.

                  A  Participant  shall be credited with one Year of Service for
                  each  twelve-consecutive-month  period  which  commenced on an
                  Anniversary  Date on or after the  Effective  Date and  during
                  which the Participant accrued at least 1,000 Hours of Service.
                  Effective November 1, 1999, an Employee shall also be credited
                  with  Years  of  Service  as  described  for  employment  with
                  Bonneville Pacific Corporation.

                  In  addition,  if  the  Participant  was  an  Employee  on the
                  Effective  Date,  he shall also be  credited  with one Year of
                  Service  for  each   twelve-consecutive-month   period   which
                  commenced on an  Anniversary  Date prior to the Effective Date
                  and during which the Participant  accrued at least 1,000 Hours
                  of Service.

         (b)      Exclusions

                  If a  Participant  or  former  Participant  accrues a Break in
                  Service  Year,  all  Years  of  Service  attributable  to  his
                  employment   prior  to  that  Break  in  Service   Year  shall
                  thereafter be disregarded unless either

                  (1)      his Vested  Percentage  is  greater  than zero at the
                           time the Break in Service Year has accrued, or

                  (2)      the number of his consecutive  Break in Service Years
                           is less than (A) or (B), whichever is greater, where

                           (A)      equals 5, and

                           (B)      equals the aggregate  number of his Years of
                                    Service  before the Break in Service  Years,
                                    not  taking  into  account  Years of Service
                                    previously   disregarded  because  of  prior
                                    Break in Service Years.

                           In addition,  if a Participant or former  Participant
                           has at least five consecutive Break in Service Years,
                           all Years of Service  attributable  to his employment
                           subsequent to said five consecutive  Break in Service
                           Years shall thereafter be disregarded for purposes of
                           determining  his vested  interest in the amount which
                           had been allocated to his Basic Contribution  Account
                           (pursuant  to Section  4.1.3)  prior to the period of
                           such five consecutive Break in Service Years.



                                       9
<PAGE>

                                   ARTICLE III

                                  PARTICIPATION

3.1      Commencement of Participation

         An Employee shall commence participation in the Plan on the first Entry
         Date on which he meets the Plan's Minimum Participation Standards.

         The Entry Dates shall be the Effective  Date,  and thereafter the first
         day of each calendar quarter (i.e. each January 1, April 1, July 1, and
         October 1).

3.2      Minimum Participation Standards

         An Employee  meets the Plan's  Minimum  Participation  Standards at any
         time when he satisfies the following conditions:

         (a)      He is an Eligible Employee.

         (b)      Effective  July  1,  1999  through  October  31,  1999,  he is
                  credited  with at least three months of  Preliminary  Service,
                  EXCEPT  this  requirement  is  waived  for  Employees  on  the
                  Effective  Date.  Effective  November  1,  1999,  there  is no
                  Preliminary Service requirement.

3.3      Preliminary Service

         An Employee shall be credited with at least three months of Preliminary
         Service  for any  three-consecutive-month  period  during  which he was
         continuously  employed  as an  Employee.  However,  in  any  event,  an
         Employee shall be credited with a year of Preliminary  Service for each
         complete  Preliminary  Computation Period in which he has not less than
         1,000 Hours of  Service,  whether or not he was  continuously  employed
         during the Preliminary Computation Period.  Effective November 1, 1999,
         an  Employee  shall  also  be  credited  with  Preliminary  Service  as
         described for employment with Bonneville Pacific Corporation.

         Preliminary  Computation  Periods  shall  have  a  duration  of  twelve
         consecutive  months.  Each Employee's initial  Preliminary  Computation
         Period shall  commence as of his Date of Employment  (or, after a Break
         in  Service  Year that  permits  his prior  Preliminary  Service  to be
         disregarded,  his Date of Re-employment).  Thereafter,  the Preliminary
         Computation  Periods  shall  commence  as  of  each  Anniversary  Date,
         beginning with the first Anniversary Date following the Employee's Date
         of Employment (or Date of Re-employment , if applicable).

         If an Employee  accrues a Break in Service Year,  then his  Preliminary
         Service  attributable to his employment  prior to that Break in Service
         Year shall thereafter be disregarded unless either

         (a)      his Vested  Percentage  is  greater  than zero at the time the
                  Break in Service Year accrues, or

         (b)      the number of his  consecutive  Break in Service Years is less
                  than (1) or (2), whichever is greater, where

                  (1)      equals 5, and

                                       10
<PAGE>

                  (2)      equals   the   aggregate   number  of  his  Years  of
                           Preliminary  Service  before  the  Break  in  Service
                           Years,  not taking into account Years of  Preliminary
                           Service previously disregarded because of prior Break
                           in Service Years.

3.4      Active Participation; Inactive Participation

         Once an Employee has  commenced  participation  (or if he  subsequently
         ceased to participate, once he has resumed participation),  he shall be
         an Active  Participant  with  respect to each Hour of  Service  accrued
         while he is an Eligible Employee. At any time thereafter at which he is
         not an Eligible  Employee,  but before his participation has ceased, he
         shall be an Inactive Participant.

3.5      Cessation of Participation

         A Participant  shall cease to participate in this Plan (without  regard
         to his status as an Employee) as of the first date on which he has most
         recently  terminated  his  employment  as an  Employee  and also has no
         rights (present or contingent) to any benefit under this Plan.

3.6      Participation on Resumption of Employment

         A former  Employee  who  participated  during  the  period of his prior
         employment  and who does not have Break in Service  Years which  permit
         his  Preliminary  Service  earned  during  his prior  employment  to be
         disregarded shall resume  participation as of his first Hour of Service
         upon resumption of employment as an Eligible Employee.

         Any other former Employee shall commence  participation as of the first
         Entry  Date  which  occurs  on or after the date of his  resumption  of
         employment as an Eligible Employee and as of which he has satisfied the
         Minimum Participation Standards described in Section 3.2.












                                       11
<PAGE>

                                   ARTICLE IV

                                  CONTRIBUTIONS

4.1.1    Basic Contributions: Amount

         For each Plan Year,  the Employer may  contribute  amounts to the Plan.
         These  amounts  shall  be  called  Basic  Contributions,  and  shall be
         determined according to the following provisions.

         (a)      Basic ADP Safe Harbor Matching Contribution

                  Effective July 1, 1999 through December 31, 1999, the Employer
                  shall contribute amounts as a match of Elective  Contributions
                  for  each   payroll   period.   The  amount  of  the  matching
                  contribution  will equal one  hundred  percent  (100%) of each
                  Participant's   Elective   Contributions  not  exceeding  four
                  percent (4%) of the  Participant's  Eligible  Compensation for
                  the  payroll   period,   plus  fifty   percent  (50%)  of  the
                  Participant's  Elective  Contributions  exceeding four percent
                  (4%) but not exceeding  six percent (6%) of the  Participant's
                  Eligible Compensation for the payroll period.

                  For the  purposes  of this  Section,  the  amount of  Elective
                  Contributions to be matched shall be determined without regard
                  to any  withdrawals of Elective  Contributions  that were made
                  during that Plan Year (see Section 4.2.5).

         (b)      Basic Matching Contribution

                  Effective January 1, 2000, the Employer may contribute amounts
                  as a match of Elective  Contributions  for the Plan Year.  The
                  amount of each matching  contribution will equal fifty percent
                  (50%) of each Participant's Elective Contribution (if any) for
                  the  payroll  period  EXCEPT  that  a  Participant's  Elective
                  Contributions   in  excess  of  ten   percent   (10%)  of  the
                  Participant's  Elective  Compensation  for the payroll  period
                  shall not be taken into account.

                  For the  purposes  of this  Section,  the  amount of  Elective
                  Contributions to be matched shall be determined without regard
                  to any  withdrawals of Elective  Contributions  that were made
                  during that Plan Year (see Section 4.2.5).

         (c)      Basic Profit-Sharing Contribution

         The  Employer  may  also  contribute  as  a  Basic   Contribution  such
additional amount as the Employer deems appropriate.

         (d)      Basic Top-Heavy Contribution

                    If a  Participant  is to be  credited  with some  additional
                    amount pursuant to the "top-heavy" provisions of Section 5.2
                    of this Plan,  such  additional  amount shall be contributed
                    and  credited  as  an   additional   portion  of  the  Basic
                    Contribution for that Plan Year.

           Any   of  the   provisions   of   this   Section   to  the   contrary
           notwithstanding,  no amounts may be  contributed to the Plan as Basic
           Contributions  in excess of the maximum  amount that the Employer may
           deduct from its net income subject to federal income taxation for the
           Employer's  taxable year on account of which such  contributions have
           been made plus any  amount  which may be  currently  contributed  and
           "carried  over" for  succeeding  taxable years  pursuant to Code sec.
           404(a)(3)(A)(ii)  (assuming  that the  Employer is subject to federal
           income  taxation),  nor shall such amounts  exceed the maximum amount
           which may be allocated  consistently  with the limitations  stated in
           Section 5.1.1


                                       12
<PAGE>

           Basic  Contributions shall be allocated among the Plan's Participants
           pursuant to Section 4.1.3 in a uniform and nondiscriminatory manner.

4.1.2      Basic Contribution Accounts

           Each Participant shall have maintained on his behalf a Basic ADP Safe
           Harbor Matching  Contribution  Account, a Basic Matching Contribution
           Account and a Basic Profit-Sharing  Contribution Account, which shall
           be  adjusted as provided in Article VI and which shall be closed when
           the Participant is entitled to no further benefits under the terms of
           the Plan.

4.1.3      Basic Contributions:  Allocations

         (a)      Basic ADP Safe Harbor Matching Contributions: Allocations

                  Effective  July 1, 1999 through  December 31, 1999,  as of the
                  date it is received by the Plan and all necessary  information
                  to complete  the  allocation  is  available,  a portion of the
                  Basic ADP Safe Harbor  Matching  Contribution  for the payroll
                  period,  if any,  shall be  allocated  to the  Basic  ADP Safe
                  Harbor Matching  Contribution  Account of each Participant who
                  is allocated an Elective Contribution for that payroll period.

                  Each such  Participant  shall be  allocated  a portion of that
                  Basic ADP Safe Harbor Matching  Contribution  according to the
                  Basic Contribution match described in Section 4.1.1(a).

         (b)      Basic Matching Contributions: Allocations

                  Effective as of January 1, 2000, as of the date it is received
                  by the Plan and all  necessary  information  to  complete  the
                  allocation  is  available,  a portion  of the  Basic  Matching
                  Contribution  for  the  payroll  period,   if  any,  shall  be
                  allocated to the Basic Matching  Contribution  Account of each
                  Participant who is allocated an Elective Contribution for that
                  payroll period.

                  Each such  Participant  shall be  allocated  a portion of that
                  Basic  Matching  Contribution,  which  portion  shall  equal a
                  uniform   percentage  (for  example,   10%)  of  his  Elective
                  Contributions   for  the   payroll   period,   EXCEPT  that  a
                  Participant's  Elective Contributions in excess of ten percent
                  (10%)  of the  Participant's  Elective  Compensation  for  the
                  payroll period.

         (c)      Basic Profit-Sharing Contributions: Allocations

                  As of the date it is  received  by the Plan and all  necessary
                  information to complete the allocation is available, a portion
                  of the Basic Profit-Sharing Contribution for the Plan Year, if
                  any,   shall  be   allocated   to  the  Basic   Profit-Sharing
                  Contribution Account of each Participant.

                  Each such  Participant  shall be  allocated  a portion of that
                  Basic Profit-Sharing  Contribution so that such portion,  when
                  compared  with  the  entire  amount  of  Basic  Profit-Sharing
                  Contribution  that  is  allocated  to  all  such  Participants
                  pursuant  to this  subsection,  shall  bear  the  same  direct
                  proportion that the  Participant's  Eligible  Compensation for
                  that Plan Year bears to the aggregate Eligible Compensation of
                  all such Participants for that Plan Year.


                                       13
<PAGE>

         (d)      Basic Top-Heavy Contributions: Allocations

                  Also, as of the date the contribution is received by the Plan,
                  each  Participant  who is  entitled  to be  credited  with  an
                  additional  amount of Basic  Contribution  pursuant to Section
                  5.2 of this Plan shall have such amount  credited to his Basic
                  Contribution Account.

4.1.4      Basic Contributions:  Vesting

         (a)      At any time, each Participant's interest in his Basic ADP Safe
                  Harbor Matching and Basic Profit-Sharing  Contribution Account
                  balances  shall be fully  vested  in the  Participant  and not
                  subject to forfeiture  prior to the withdrawal or distribution
                  of such balance pursuant to this Plan.

                  At any time, each Participant's interest in his Basic Matching
                  Contribution   Account   balance  (EXCEPT  in  Basic  Matching
                  Contributions that are forfeited because they relate to excess
                  deferrals,   excess   contributions,   or   excess   aggregate
                  contributions)   shall  be  stated  in  terms  of  his  Vested
                  Percentage,  which  shall be  determined  from  the  following
                  schedule according to his Years of Service:


     Years of Service                Vested Percentage
-------------------------           -------------------
       Less than 1                          0%
            1                              33%
            2                              66%
        3 or more                         100%


         (b)      Subsection (a) above notwithstanding, any Participant's Vested
                  Percentage  automatically shall be 100% upon the occurrence of
                  any of the following events:

                  (1)      his death while an Employee;

                  (2)      his  termination  of employment as an Employee due to
                           his having  incurred  Total and Permanent  Disability
                           while an Employee; or

                  (3)      his attainment of Normal Retirement Age.

         (c)      Under no circumstances shall any amendment of this Plan reduce
                  any  Participant's  Vested  Percentage  regarding any benefits
                  accrued  under this Plan as of the adoption date (or effective
                  date, if later) of such  amendment.  With regard to the effect
                  of such an amendment on  subsequently  accrued  benefits,  for
                  each  Participant  whose Vested  Percentage  under the Plan as
                  amended  would at any future  time be less than it would be if
                  determined  without  regard to such  amendment,  then provided
                  that the  Participant  had  completed  at least three Years of
                  Service as of the adoption date (or effective  date, if later)
                  of the amendment,  such Participant may irrevocably elect in a
                  writing  delivered  to  the  Plan  Administrator   during  the
                  election period described below to have his Vested  Percentage
                  in  his   subsequently   accrued   benefits  under  this  Plan
                  determined without regard to such amendment.

                  For the purpose of this  Section,  the election  period within
                  which such election may be delivered to the Plan Administrator
                  shall  begin as of the  adoption  date of the  amendment,  and
                  shall end on the sixtieth day after the latest of:

                  (1)      the adoption date of the amendment;

                  (2)      the effective date of the amendment; or


                                       14
<PAGE>

                  (3)      the date on which the  Participant  received  written
                           notice of the  amendment  from the  Employer  or Plan
                           Administrator.

4.1.5      Forfeitures

                  (a)      On the date as of  which a  Participant  accrues  the
                           fifth of five (5) consecutive Break in Service Years,
                           if  the  balance   credited  to  his  Basic  Matching
                           Contribution  Account  exceeds his vested interest in
                           that  Account,  then his rights  (under this Plan) to
                           such excess shall be immediately forfeited,  with the
                           amount of such excess becoming a Forfeiture.

                           Basic  Matching  Contributions  that relate to excess
                           deferrals, excess contributions,  or excess aggregate
                           contributions shall be treated as Forfeitures.

                           Forfeitures may also result from the  distribution of
                           a  Participant's  entire  Vested  Benefit  due to his
                           termination of employment as an Employee,  as further
                           described in Section 7.1.

                  (b)      All  Forfeitures  which  occur  pursuant to this Plan
                           shall  be  applied  to  offset   expenses  and  Basic
                           Contributions as such obligations accrue.

4.1.6      Basic Contributions:  Withdrawals

           A Participant may withdraw an amount against the vested  balance,  if
           any,  then  credited  to  his  Basic  Contribution  Account,  if  the
           Participant  has completed  five Years of Service.  The amount of the
           withdrawal  may  not  exceed  the  balance   attributable   to  Basic
           Contributions and earnings thereon.  Such a withdrawal may be made at
           any time during a Plan Year.

           If a  distribution  is made pursuant to this Section to a Participant
           whose Vested  Percentage  is less than 100%,  the Plan  Administrator
           shall establish a Termination Account for the Participant's  benefit.
           The  Termination  Account shall initially be credited with the excess
           (if  any)  of  the  amount  credited  to  the   Participant's   Basic
           Contribution  Account over his Vested Portion  therein at the time of
           the   distribution.   At  any  time   after  the   distribution   the
           Participant's  Vested Portion of the Termination  Account shall be an
           amount, "x",  determined from the formula, x = P(AB+D)-D,  where P is
           the Participant's Vested Percentage at the time of computation; AB is
           the amount credited to the Participant's  Termination  Account at the
           time of computation, and D is the amount distributed pursuant to this
           Section.

           The  amount  of any  withdrawal  from a  Basic  Contribution  Account
           pursuant to this Section shall be charged  against that Account as of
           the date that the withdrawal is distributed from the Plan.

4.2.1      Elective Contributions:  Amount

         (a)      Elective Deferral

                  Each   Participant   may  elect  to  defer  his   receipt   of
                  Compensation  that has not yet become  available  to him.  For
                  each Plan Year, the total amount of  Compensation  that may be
                  deferred  may equal not more  than the  maximum  amount of his
                  Elective Compensation for the Plan Year permissible consistent
                  with Section 5.1.1 and all other  limiting  provisions of this
                  Plan, the Code, and all other applicable legal limits.


                                       15
<PAGE>

                  For each Plan Year, on behalf of each Participant who has made
                  such an elective  deferral,  the Employer shall  contribute an
                  amount to the Plan  equal to the  amount of the  Participant's
                  elective  deferral  of  Compensation  for the Plan Year.  This
                  contribution shall be called an Elective Contribution.

                  Each  Elective  Contribution  shall be paid to the Plan by the
                  Employer as soon as reasonably  practicable (in no event later
                  than 90 days) after it is withheld by or otherwise paid to the
                  Employer.  In addition,  each Elective  Contribution  shall be
                  paid to the Plan by the Employer no later than the last day of
                  the twelve-month  period  immediately  following the Plan Year
                  with respect to which the contribution is made.

         (b)      Election

                  A  Participant  may elect to change the amount of his elective
                  deferrals,   and   therefore   the  amount  of  the   Elective
                  Contributions made on his behalf, within the limits prescribed
                  in subsection (a) above. A Participant may also elect to cease
                  his elective deferrals and Elective Contributions  altogether,
                  or, having done so, may elect to recommence them.

                  A  Participant's  election  to commence  or  recommence  or to
                  change  the  amount  of  his  elective  deferrals  may  become
                  effective only as of the first day of any prospective calendar
                  quarter.

                  A  Participant's  election  to cease  his  elective  deferrals
                  altogether  may become  effective  only as of the first day of
                  any prospective payroll period.

                  Any of the provisions of this subparagraph (b) to the contrary
                  notwithstanding,  any election  described by this subparagraph
                  (b) regarding  elective  deferrals may become  effective  only
                  after  written  notice  delivered  to the  Plan  Administrator
                  within a reasonable  time prior to the  effective  date of the
                  election.

         (c)      Limit on Amount

                  The total sum of any Participant's  elective deferrals for any
                  taxable  year of the  Participant  may not  exceed  the  limit
                  prescribed by IRC Reg. 1.402(g)-1(c).  (Generally, for taxable
                  years beginning in 1999, that limit equals $10,000, except for
                  adjustments made to take into account elective  deferrals made
                  to annuity contracts under Code sec. 403(b)).

                  For the purposes of this subsection (c), "elective  deferrals"
                  has the meaning defined in IRC Reg.  1.402(g)-1(b),  including
                  (but not limited to) Elective  Contributions  received by this
                  Plan on the Participant's behalf.

                  For any  Participant,  if this limit on elective  deferrals is
                  exceeded,   then  the   following   corrective   measures  are
                  permitted.

                  (1)      The Participant may notify the Plan  Administrator of
                           the excess  deferral,  and may request  that the Plan
                           Administrator distribute to the Participant an amount
                           not exceeding the lesser of:

                           (A)      the amount of the excess deferral,  plus all
                                    income allocable to the excess deferral;

                           (B)      the  sum  of  all  amounts  deferred  by the
                                    Participant  and  contributed to the Plan as
                                    Elective  Contributions  on  behalf  of  the
                                    Participant  with  regard  to  the  affected
                                    taxable year, net of any allocable earnings,
                                    gains  or   losses   attributable   to  such
                                    amounts; or


                                       16
<PAGE>

                           (C)      the  balance of the  Participant's  Elective
                                    Contribution  Account  as  of  the  date  of
                                    distribution,    minus   any    amounts   of
                                    withholding that are legally required.

                           In  addition,  the amount  that may be  included in a
                           corrective  distribution  shall  be  reduced  by  any
                           excess  contributions  previously  distributed to the
                           Participant  for the Plan  Year  that  began  with or
                           within the affected taxable year of the Participant.

                           To be effective  for the  purposes of this Plan,  the
                           Participant's  notice and request  must be in writing
                           and delivered to the Plan Administrator  prior to the
                           first April 15  following  the close of the  affected
                           taxable year of the Participant.

                           To  the  extent  that  the   Participant  has  excess
                           deferrals  for the taxable year  calculated by taking
                           into account only elective  deferrals under this Plan
                           and other plans of the  Employer,  and absent  actual
                           notification  by  the  Participant,  the  Participant
                           shall be deemed to have provided the notice described
                           above in this subsection.

                  (2)      A corrective  distribution  of excess  deferrals  and
                           allocable  income  may be made  during  the  affected
                           taxable  year of the  Participant  only if all of the
                           following conditions are satisfied.

                           (A)      The Participant has designated the amount of
                                    the distribution as being attributable to an
                                    excess  deferral.  (Because  subsection  (1)
                                    above  limits the  amount of the  corrective
                                    distribution  to not more than the amount of
                                    excess  deferrals  calculated by taking into
                                    account only elective  deferrals  under this
                                    Plan and other  plans of the  Employer,  and
                                    absent   an   actual   designation   by  the
                                    Participant, the Participant shall be deemed
                                    to have provided the  designation  described
                                    above in this subsection.)

                           (B)      The  corrective  distribution  is made after
                                    the date on  which  the  Plan  received  the
                                    excess deferral.

                           (C)      The Plan has  designated  the  amount of the
                                    distribution  as  being  attributable  to an
                                    excess deferral.

                  (3)      Not later than the first April 15 following the close
                           of the affected taxable year of the Participant,  and
                           after receipt of the Participant's written notice and
                           request,   the  Plan   Administrator   may  make  the
                           appropriate corrective distribution,  consistent with
                           the provisions of this subparagraph (c).

                           The Plan  Administrator  may require  that before the
                           corrective distribution is made, the Participant must
                           provide   to  the   Plan   Administrator   additional
                           documentation     evidencing    the     Participant's
                           representations regarding the excess deferrals.

                           The  income  allocable  to excess  deferrals  for the
                           affected  taxable  year of the  Participant  shall be
                           determined     according     to    the    IRC    Reg.
                           1.402(g)-1(c)(5).

                           In the event of a corrective  distribution  of excess
                           deferrals  and allocable  income,  the balance of the
                           Participant's  Elective Contribution Account shall be
                           reduced accordingly.

                                       17
<PAGE>

4.2.2      Elective Contribution Account

           On behalf of each  Participant  who has elected to defer some portion
           of his  Compensation  pursuant  to this  Article  IV,  there shall be
           maintained an Elective Contribution Account,  which shall be adjusted
           as  provided  in  Article  VI and  which  shall  be  closed  when the
           Participant  is  entitled to no further  benefits  under the terms of
           this Plan.

4.2.3      Elective Contributions:  Allocations

           Any  Elective  Contribution  received  by the  Plan  on  behalf  of a
           Participant shall be credited to the Elective Contribution Account of
           that  Participant  as of the  date  on  which  the  contribution  was
           received by the Plan.

4.2.4      Elective Contributions:  Vesting

           The  Elective  Contributions  received  by the Plan on  behalf of any
           Participant shall be fully vested in such Participant and not subject
           to  forfeiture  prior to the time they are  withdrawn or  distributed
           pursuant to this Plan.

4.2.5      Elective Contributions:  Withdrawals

         (a)      At any time before his  Retirement  Date,  a  Participant  may
                  apply to  withdraw an amount  from his  Elective  Contribution
                  Account.  The  application  must be in writing and received by
                  the Plan Administrator. If the Participant has attained age 59
                  1/2 or is not an Employee as of the date of distribution,  the
                  Participant  may  withdraw  up to the  entire  balance  of his
                  Elective  Contribution  Account,  including  interest or other
                  earnings.  Subject  to the  additional  restrictions  of  this
                  Section,  any other  Participant  may  withdraw an amount that
                  does not exceed the  balance of the  account  attributable  to
                  Elective  Contributions  made  on his  behalf,  excluding  any
                  interest or other earnings.

         (b)      If the  Participant is an Employee on the date as of which the
                  withdrawal is to be  distributed,  and if the  Participant has
                  not yet  attained  age 59 1/2 as of the date of  distribution,
                  the Plan Administrator may permit the distribution only to the
                  extent that the Plan  Administrator  reasonably  believes that
                  the  distribution  is necessary  to satisfy an  immediate  and
                  heavy financial need of the  Participant,  taking into account
                  all relevant facts and circumstances.

                  (1)      Any of the following  facts and  circumstances  shall
                           automatically be deemed by the Plan  Administrator to
                           constitute an immediate and heavy  financial  need of
                           the Participant:

                           (A)      expenses  for  medical  care (as  defined in
                                    Code   sec.   213(d))   that   were   either
                                    previously incurred by the Participant,  the
                                    Participant's  spouse,  or any dependents of
                                    the Participant (with  "dependents" being as
                                    defined  by  Code  sec.  152)  or  that  are
                                    necessary  for these  persons to obtain such
                                    medical care;

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

                           (C)      payment of tuition and  related  educational
                                    fees   for   the   next   12    months    of
                                    post-secondary     education     for     the
                                    Participant,  or the  Participant's  spouse,
                                    children,  or dependents (as defined in Code
                                    sec. 152);

                           (D)      payments  necessary  to prevent the eviction
                                    of the  Participant  from the  Participant's
                                    principal  residence,  or foreclosure on the
                                    mortgage on that residence; or


                                       18
<PAGE>

                           (E)      any other facts and  circumstances  that the
                                    Commissioner of the Internal Revenue Service
                                    has  included  through  the  publication  of
                                    revenue rulings, notices, or other documents
                                    of general applicability.

                           A  financial  need  shall  not  fail  to  qualify  as
                           immediate  and  heavy  merely  because  such need was
                           reasonably foreseeable or voluntarily incurred by the
                           Participant.

                  (2)      In requesting a withdrawal due to financial need, the
                           Participant shall specifically identify the facts and
                           circumstances  which have caused the  financial  need
                           and shall  state the  amount  needed to  satisfy  the
                           need, which may include amounts  necessary to pay any
                           income taxes or penalties  reasonably  anticipated to
                           result from the  distribution.  The Participant shall
                           further  state  that,  to the  extent  of the  amount
                           requested,  the  financial  need cannot  otherwise be
                           satisfied by:

                           (A)      reimbursement  or  compensation by insurance
                                    or otherwise;

                           (B)      reasonable  liquidation of the Participant's
                                    assets,  but only to the  extent  that  such
                                    liquidation  would  not in  itself  cause an
                                    immediate and heavy financial need;

                           (C)      cessation  of  elective   deferrals  or  any
                                    Participant  contributions  permitted by the
                                    Plan;

                           (D)      other  distributions  or nontaxable  (at the
                                    time of the  loan)  loans  from this Plan or
                                    any other plan maintained by the Employer or
                                    any other employer; and/or

                           (E)      borrowing   from   commercial   sources   on
                                    reasonable commercial terms.

                           For   the   purposes   of   this   subsection,    the
                           Participant's  resources  shall be deemed to  include
                           those  assets of the  Participant's  spouse and minor
                           children   to  the  extent   that  such   assets  are
                           reasonably available to the Participant.

                  (3)      Before  the  withdrawal  may be  permitted,  the Plan
                           Administrator  shall receive from the Participant any
                           documentation that the Plan Administrator requires in
                           the performance of his fiduciary duty to substantiate
                           that the  withdrawal  is  necessary  to  satisfy  the
                           financial need identified by the  Participant.  Under
                           no   circumstances   shall  the  Plan   Administrator
                           distribute   more   than   the   Plan   Administrator
                           reasonably  believes  is  necessary  to  satisfy  the
                           financial need identified by the Participant.

         (c)      The Plan Administrator shall approve or deny the Participant's
                  application for such a withdrawal  within a reasonable  amount
                  of time  after  receipt  of  such  application.  If  approved,
                  payment  shall  be made by the Plan  Administrator  as soon as
                  administratively  practicable,  but in any event within ninety
                  (90)  days  after  the  Plan  Administrator's  receipt  of the
                  Participant's application.

                  The Plan Administrator  shall also issue any denial of such an
                  application as soon as  administratively  practicable.  Such a
                  denial   shall  be   delivered  in  writing  and  shall  state
                  specifically the reasons for such denial.

         (d)      The Plan Administrator may limit the frequency of withdrawals.
                  Such limit shall apply uniformly to all Participants.


                                       19
<PAGE>

         (e)      The amount of any  withdrawal  from an  Elective  Contribution
                  Account pursuant to this Section shall be charged against that
                  Account as of the date that the withdrawal is distributed from
                  the Plan.

4.3.1      Supplemental Contributions:  Amount

           For any Plan Year in which the Plan Administrator determines that the
           average of the actual deferral ratios and/or the actual  contribution
           ratios of  Participants  who are HCEs  exceeds  the limit  determined
           pursuant to Section 5.3(b) or 5.4(b), as applicable, the Employer may
           make  Supplemental  Contributions  that  meet  the  requirements  for
           Qualified    Nonelective    Contributions   or   Qualified   Matching
           Contributions  described  in Article II.  Supplemental  Contributions
           shall  be  made  solely  for  the  purpose  of  complying   with  the
           limitations  of the  applicable  Section,  and shall not  exceed  the
           amount  necessary to satisfy the test described  therein,  subject to
           the limits of Section 5.1.1.

4.3.2      Supplemental Contribution Accounts

           A Supplemental  Contribution Account shall be maintained on behalf of
           each  Participant who will be allocated a portion of the Supplemental
           Contribution. The account shall be adjusted as provided in Article VI
           and shall be closed  when the  Participant  is entitled to no further
           benefits under the terms of the Plan.

4.3.3      Supplemental Contributions:  Allocations

           As of the date on which it is received by the Plan and all  necessary
           information to complete the allocation is available, a portion of the
           Supplemental  Contribution  for  the  Plan  Year,  if any,  shall  be
           allocated   to  the   Supplemental   Contribution   Account  of  each
           Participant  who is not an HCE and who (1) has not  less  than  1,000
           Hours of Service in the Plan Year and (2) is an  Employee on the last
           day of the Plan Year.

           Each  such   Participant   shall  be  allocated  a  portion  of  that
           Supplemental  Contribution  so that such portion,  when compared with
           the entire amount of Supplemental  Contribution  that is allocated to
           all such  Participants  for the Plan Year, shall bear the same direct
           proportion  that the  Participant's  Compensation  for that Plan Year
           bears to the aggregate Compensation of all such Participants for that
           Plan Year.

4.3.4      Supplemental Contributions:  Vesting

           At  any  time,   a   Participant's   interest  in  his   Supplemental
           Contribution  Account  shall  be  fully  vested  and not  subject  to
           forfeiture  prior to the withdrawal or  distribution  of such balance
           pursuant to this Plan.

4.4.1      Rollover Contribution:  Amount

           The Plan  Administrator may accept Rollover  Contributions from or on
           behalf of a  Participant,  and also from or on behalf of any Eligible
           Employee  who is not a  Participant  solely  because  he has  not yet
           accrued the  required  amount of  Preliminary  Service  (pursuant  to
           Sections 3.2 and 3.3).  An Employee who makes such an early  Rollover
           Contribution  shall be treated  as a  Participant  for all  purposes,
           except  that he  shall  not  receive  an  allocation  or share of any
           Employer  contribution,  including Elective  Contributions,  until he
           satisfies the requirements of Article III.

            As used herein,  Rollover  Contribution means all or a portion of an
            "eligible rollover  distribution"  described in Code sec. 402(c), or
            an  amount  paid  or  distributed  out of an  individual  retirement
            account or  individual  retirement  annuity  described  in Code sec.
            408(d)(3)(A)(ii).


                                       20
<PAGE>

           The Plan  Administrator may require such assurance and proofs of fact
           from the  Participant  as may be necessary  to  determine  whether an
           amount  the   Participant   desires  to   contribute  is  a  Rollover
           Contribution   as  defined   herein.   He  may  further  require  the
           Participant   to  agree  to  indemnify   the  Plan  for  any  adverse
           consequences  which may follow if a  contribution  proves not to have
           been a Rollover Contribution.  An Employee on whose behalf a transfer
           described in this Section is made shall agree to cooperate fully with
           the Plan  Administrator in effecting any and all corrective  measures
           which  may be  required  by an agency of the  federal  government  to
           prevent the Plan's disqualification as a result of the transfer.

4.4.2      Rollover Contribution Account

           For the  benefit  of any  Participant  on whose  behalf  the Plan has
           accepted  any  Rollover  Contribution,  there shall be  maintained  a
           Rollover Account.  Rollover Accounts shall be adjusted as provided in
           Article VI, and shall be closed when the  balances of such  accounts,
           including allocable earnings, gains and losses, have been distributed
           pursuant to this Plan.

4.4.3      Rollover Contributions:  Allocation

           Any  Rollover  Contribution  received  by the Plan  pursuant  to this
           Article  IV shall  be  credited  as it is  received  to the  Rollover
           Account(s) of the Participant on whose behalf it was received.

4.4.4      Rollover Contributions:  Vesting

           The  Rollover  Contributions  received  by the Plan on  behalf of any
           Participant shall be fully vested in such Participant and not subject
           to forfeiture prior to the time they are distributed pursuant to this
           Plan.

4.5.1      Plan-to-Plan Transfers:  Amount

           For any Plan Year, the Plan may make or accept the direct transfer of
           assets to or from an appropriate  funding  agency,  fiduciary or plan
           administrator  of  another  qualified  retirement  plan in which  the
           Participant requesting such transfer is participating,  PROVIDED that
           the amount  transferred or received by the Plan includes at least the
           entire  present  value of the accrued  benefit or at least the entire
           balance  of  all  accounts   derived  from   employer   contributions
           (whichever is appropriate)  which is due to the Participant under the
           terms  of this  Plan or said  other  qualified  retirement  plan,  as
           applicable, as of the proposed date of transfer.

           The Plan  Administrator  may,  in his  discretion,  make or  accept a
           transfer of assets described in the preceding paragraph provided that
           such  transfer  is  consistent  with the  requirements  of Code secs.
           411(d)(6) and 414(l). The Plan Administrator may elect not to make or
           receive a transfer pursuant to this Section if he has any doubt as to
           the qualified status of the other plan that is to receive or transfer
           the assets,  and the Plan  Administrator  shall  assume no  liability
           resulting  from  any  adverse  consequences  resulting  from  such  a
           transfer.  An  Employee  who  directs a  transfer  described  in this
           Section  shall  cooperate  fully  with  the  Plan   Administrator  in
           effecting any and all  corrective  measures  which may be required to
           prevent the Plan's disqualification as a result of the transfer.

4.5.2      Plan-to-Plan Transfer Account

           For the  benefit  of any  Participant  on whose  behalf  the Plan has
           received  a  Plan-to-Plan  Transfer,  there  shall  be  maintained  a
           Transfer Account,  which shall be adjusted as provided in Article VI,
           and shall be  closed  when the  balance  of such  account,  including
           allocable earnings,  gains and losses, has been distributed  pursuant
           to this Plan.


                                       21
<PAGE>

4.5.3      Plan-to-Plan Transfers:  Allocation

           Any  Plan-to-Plan  Transfer  received  by the Plan  pursuant  to this
           Article IV shall be  credited,  as it is  received,  to the  Transfer
           Account of the Participant on whose behalf it was received.

4.5.4      Plan-to-Plan Transfers:  Vesting

           The  Plan-to-Plan  Transfers  received  by the Plan on  behalf of any
           Participant shall be fully vested in such Participant and not subject
           to forfeiture prior to the time they are distributed pursuant to this
           Plan.




                                       22
<PAGE>

                                    ARTICLE V

                       REQUIRED NON-DISCRIMINATION TESTING

5.1.1      Limitation on Additions

         (a)      The  Annual  Additions  to  this  Plan  for the  benefit  of a
                  Participant in a Limitation Year are the sum of:

                  (1)      Allocations to his Elective  Contribution Account for
                           the Limitation Year,  directly or indirectly,  of the
                           Elective Contributions to the Plan; and

                  (2)      Allocations  to his  Basic ADP Safe  Harbor  Matching
                           Contribution   Account  for  the   Limitation   Year,
                           directly or indirectly,  of the Basic ADP Safe Harbor
                           Matching Contributions to the Plan; and

                  (3)      Allocations  to  his  Basic   Matching   Contribution
                           Account  for  the   Limitation   Year,   directly  or
                           indirectly,  of the Basic Matching  Contributions  to
                           the Plan; and

                  (4)      Allocations to his Basic  Profit-Sharing  Account for
                           the Limitation Year,  directly or indirectly,  of the
                           Basic Profit-Sharing Contributions to the Plan; and

                  (5)      Allocations   to  any  individual   medical   account
                           maintained  on  behalf  of  the  Participant  by  the
                           Employer  pursuant to a pension or annuity  plan,  as
                           described in secs.  415(l)(1)  and  419A(d)(2) of the
                           Code.

                  Contributions  shall not fail to be Annual  Additions  to this
                  Plan   merely   because   such    contributions   are   excess
                  contributions  or excess  aggregate  contributions,  or merely
                  because  such  excess   contributions   or  excess   aggregate
                  contributions  are  distributed.  Excess  deferrals are Annual
                  Additions  only if they are not  distributed  as  provided  in
                  Article IV.

         (b)      A Participant's  Maximum Annual Addition for a Limitation Year
                  is the lesser of:

                  (1)      25%  of  the   Participant's   compensation  for  the
                           Limitation Year; or

                  (2)      the greater of:

         (A)      $30,000; or

         (B)      25% of the defined benefit dollar limitation set forth in sec.
                  415(b)(1)(A)  of the Code as in effect for the Limitation Year
                  or such other  amount as the  Secretary of the Treasury or his
                  delegate  may from  time to time  authorize  pursuant  to sec.
                  415(d) of the Code.

         (c)      Any  provisions of this Plan to the contrary  notwithstanding,
                  the  Annual  Additions  to  this  Plan  for the  benefit  of a
                  Participant in a Limitation  Year shall in no event exceed the
                  Participant's  Maximum  Annual  Addition  for that  Limitation
                  Year.

                  If allocations  pursuant to Article IV would otherwise  result
                  in the limitation in the preceding sentence being exceeded for
                  a Participant  in a Limitation  Year because of the allocation
                  of  Forfeitures,  if any, or because of a reasonable  error in
                  estimating a Participant's annual compensation,  or because of
                  a  reasonable  error in  determining  the  amount of  elective
                  deferrals  (within  the  meaning of Code sec.  402(g)(3)),  or
                  because  of  any  other  facts  and  circumstances  which  the
                  Internal  Revenue  Service finds to be appropriate  consistent
                  with  sec.  415  of  the  Code  and  regulations   promulgated
                  thereunder,  then the Plan  Administrator  shall  reduce  that
                  Participant's  Annual  Additions,  but only to the extent that
                  the sum of such Additions no longer exceeds his Maximum Annual
                  Additions.


                                       23
<PAGE>

                  This reduction of the Participant's  Annual Additions shall be
                  accomplished  by  reducing  the  allocation  (if  any)  to the
                  Participant's  Individual  Accounts  of each of the  allocated
                  amounts  described  below according to the order in which they
                  are listed.  Each such amount  shall be  completely  exhausted
                  before the next listed allocation is reduced.

                  The  allocations  to be  reduced  (and the order in which they
                  shall be reduced) shall be as follows:

                  (1)      Elective  Contributions and, if the Participant is an
                           HCE, related Basic Matching Contributions

                  (2)      Basic Profit-Sharing Contributions

                  (3)      Basic ADP Safe Harbor Matching Contributions

                  (4)      Basic Matching Contributions not described above

                  The amount by which an Elective  Contribution is reduced shall
                  be  distributed  to the  Participant  on whose  behalf  it was
                  received as soon as  administratively  practicable,  and shall
                  include any  earnings and gains that have been  allocated  and
                  which are attributable to that returned amount.

                  The  remaining  surplus  amounts  created  by  the  reductions
                  described   above   shall  be  held  in  a  Suspense   Account
                  established and administered pursuant to Section 5.1.2.

         (d)      For   purposes   of  this   Section,   compensation   means  a
                  Participant's wages, salary, and/or other remuneration that is
                  required to be reported as income on the individual's Form W-2
                  for federal  income tax  withholding  purposes under Code sec.
                  3401(a).

                  For any Self-Employed  Individual,  compensation  means Earned
                  Income.

                  For  the  purposes  of  this  Section,  the  total  amount  of
                  compensation  that is  actually  paid or made  available  to a
                  Participant  within a  Limitation  Year shall be the amount of
                  that  Participant's  compensation taken into account regarding
                  that Limitation Year.

         (e)      Additional  Limitation in the Case of Defined Benefit Plan and
                  Defined Contribution Plan for Same Employee:

                  (1)      In any  case  where  a  Participant  has at any  time
                           participated  in a defined benefit plan maintained by
                           the Employer,  the limitation imposed by this Section
                           (without regard to this Additional  Limitation) shall
                           be  reduced to the extent  necessary  to prevent  the
                           Participant's Combination Ratio from exceeding 1.0 in
                           any  Limitation  Year.  A  Participant's  Combination
                           Ratio is the sum of his Defined Benefit  Fraction and
                           his Defined Contribution Fraction.


                                       24
<PAGE>

                  (2)      A  Participant's   Defined  Benefit  Fraction  for  a
                           Limitation Year is a fraction -

                           (A)      the  numerator  of  which  is his  projected
                                    annual benefit (as defined in sec. 415(e) of
                                    the  Code  and  regulations  thereunder)  to
                                    which  the  Participant  would  be  entitled
                                    under  the  defined  benefit  plan as of the
                                    close of the Limitation Year;

                           (B)      the denominator of which is the lesser of:

                                    (i)      the  product  of 1.25  (or,  if the
                                             Plan  is  top-heavy  as  determined
                                             under  the  provisions  of  Section
                                             5.2, 1.0)  multiplied by the dollar
                                             limitation  in  effect  under  sec.
                                             415(b)(1)(A)  of the  Code for such
                                             Limitation Year, or

                                    (ii)     the  product of 1.4  multiplied  by
                                             the amount  which may be taken into
                                             account under sec.  415(b)(1)(B) of
                                             the  Code  with   respect  to  such
                                             Participant   for  such  Limitation
                                             Year.

                  (3)      A Participant's  Defined Contribution  Fraction for a
                           Limitation Year is a fraction -

                           (A)      the  numerator  of  which  is the sum of the
                                    Annual   Additions   (as   defined  in  this
                                    Section)  to the  Participant's  account for
                                    the Participant's benefit as of the close of
                                    the  Limitation   Year  and  for  all  prior
                                    Limitation Years; and

                           (B)      the  denominator  of which is the sum of the
                                    lesser of the following  amounts  determined
                                    for such  Limitation Year and for each prior
                                    Limitation   Year  of   service   with   the
                                    Employer:

                                    (i)      the  product  of 1.25  (or,  if the
                                             Plan  is  top-heavy  as  determined
                                             under  the  provisions  of  Section
                                             5.2, 1.0)  multiplied by the dollar
                                             limitation  in  effect  under  sec.
                                             415(c)(1)(A)  of the  Code for such
                                             Limitation Year (determined without
                                             regard  to  sec.  415(c)(6)  of the
                                             Code), or

                                    (ii)     the  product of 1.4  multiplied  by
                                             the amount  which may be taken into
                                             account under sec.  415(c)(1)(B) of
                                             the Code (or  subsection  (c)(7) or
                                             (8), if applicable) with respect to
                                             such     Participant    for    such
                                             Limitation Year.

                  (4)      For purposes of this Additional Limitation,  Employee
                           contributions  to any defined benefit plan maintained
                           by the  Employer,  whether  mandatory  or  voluntary,
                           shall be treated as a separate  defined  contribution
                           plan maintained by the Employer.

                  (5)      If an additional  limitation is applicable,  it shall
                           be imposed in this Plan before any  reduction  in the
                           limitation  on  benefits  payable  under any  defined
                           benefit plan,  unless the applicable  defined benefit
                           plan provides expressly to the contrary.

         (f)      Aggregation of Plans

                  For  purposes  of  this   Section,   all   qualified   defined
                  contribution  plans (without regard to whether a plan has been
                  terminated) ever maintained by the Employer will be treated as
                  part of this Plan,  and all  qualified  defined  benefit plans
                  (without  regard to whether a plan has been  terminated)  ever
                  maintained  by the  Employer  will be treated  as one  defined
                  benefit plan.


                                       25
<PAGE>

                  Employee  contributions  (whether mandatory or voluntary) to a
                  qualified  defined  benefit  plan  maintained  by the Employer
                  shall be treated as a defined  contribution plan maintained by
                  the Employer.

                  Any qualified  defined  benefit or defined  contribution  plan
                  maintained by any member of a controlled group of corporations
                  or group of trades or businesses (whether or not incorporated)
                  under common  control  (within the meaning of sec.  414(b) and
                  (c) of the Code as  modified  by sec.  415(h))  of  which  the
                  Employer is a member shall be treated as a plan  maintained by
                  the Employer.

5.1.2    Suspense Account

         For any Plan Year, any surplus amounts created by reductions  described
         in Section  5.1.1(c)  and not returned to a  Participant  shall be held
         unallocated in a Suspense Account.

         Any  provisions  of this  Plan  to the  contrary  notwithstanding,  any
         amounts held in a Suspense  Account  shall be applied  toward  Employer
         contributions  and Plan expenses as such obligations  accrue,  with the
         Employer making no further contributions to the Plan until such time as
         the Suspense Account balance has been exhausted.

         No  amounts  held  in a  Suspense  Account  may be  distributed  to any
         Participant  at any time prior to termination of the Plan. If there are
         amounts  held  in a  Suspense  Account  at a  time  when  the  Plan  is
         terminated,  such  amounts  shall be  reallocated  to  Participants  in
         proportion to their  Compensation  for that Plan Year but not in excess
         of each  Participant's  Maximum Annual  Addition for the Plan Year. Any
         amounts that cannot be reallocated may revert to the Employer according
         to Section 8.1.3.

5.2.1    Top-Heavy Provisions: Application

         The  provisions of Sections  5.2.1 - 5.2.3 shall become  effective only
         if,  as of the  first  day of the  applicable  Plan  Year,  the Plan is
         top-heavy pursuant to the Test described in Section 5.2.2.

5.2.2    Top-Heavy Determination

         (a)      Definitions

                  (1)      Aggregation Group

                           (A)      Required Aggregation Group means

                                    (i)      each and every plan of the Employer
                                             in  which  a  Key   Employee  is  a
                                             Participant  during  the Plan  Year
                                             containing the  Determination  Date
                                             or any of the four  preceding  Plan
                                             Years,  including any plan that has
                                             subsequently terminated, and

                                    (ii)     each  other  plan  of the  Employer
                                             which enables any plan described in
                                             subsection  (i)  above  to meet the
                                             participation or  nondiscrimination
                                             requirements of the Code, including
                                             (but    not    limited    to)   the
                                             requirements    of    Code    secs.
                                             401(a)(4) and 410.

                           (B)      Permissive   Aggregation   Group   means   a
                                    Required   Aggregation   Group   or  a  plan
                                    described   in   subsection   (A)(i)   above
                                    together with any other plan of the Employer
                                    which is not  required  to be included in an
                                    Aggregation  Group under subsection  (A)(ii)
                                    above but which may be so  included  if such
                                    group    would    continue   to   meet   the
                                    participation     and      nondiscrimination
                                    requirements of the Internal Revenue Code.


                                       26
<PAGE>

                           (C)      Top-Heavy    Group   means   any    Required
                                    Aggregation  Group  found  to  be  top-heavy
                                    pursuant to  subsection  (b) of this Section
                                    5.2.2.

         (2)      Compensation   means   compensation   as  defined  in  Section
                  5.1.1(d).

         (3)      Determination Date means

                  (A)      in the case of the first Plan  Year,  the last day of
                           such Plan Year;

                  (B)      in all  other  cases,  the last day of the  preceding
                           Plan Year.

         (4)      Non-Key Employee means any Employee who is not a Key Employee.


         (5)      Present Value of Accrued  Benefits  means,  for this Plan, the
                  sum of


                  (A)      the  account  balances   attributable  to  Basic  and
                           Elective   Contributions   as  of  the  most   recent
                           Valuation Date occurring within a twelve-month period
                           ending on the Determination Date, and

                  (B)      an adjustment for certain contributions due as of the
                           Determination Date, as required by Code sec. 416.

                           If this  Plan is a member  of an  Aggregation  Group,
                           Present Value of Accrued  Benefits shall mean the sum
                           of  the  account   balances  of  all   Employer   and
                           non-deductible    Employee    Contribution   Accounts
                           maintained  for  the  Participant   pursuant  to  all
                           defined  contribution  plans that belong to the group
                           and of which  he is a member  and also the sum of the
                           present values of the vested accrued benefits due the
                           Participant  pursuant  to all defined  benefit  plans
                           that belong to the group and of which the Participant
                           is a member.

         (6)      Valuation  Date means the last date in each Plan Year on which
                  account balances are valued.

                  (b)      Top-Heavy Test

                           The Plan (or  Aggregation  Group)  shall be top-heavy
                           for each Plan Year if, as of the Determination  Date,
                           the Plan's (or Aggregation  Group's)  top-heavy ratio
                           for the Plan Year exceeds  sixty percent  (60%).  The
                           top-heavy  ratio  is the  Present  Value  of  Accrued
                           Benefits of all Key Employees  over the Present Value
                           of  Accrued  Benefits  of  all  Employees,  excluding
                           former Key  Employees.  Calculation  of the top-heavy
                           ratio shall be made in  accordance  with sec.  416 of
                           the  Code  (with  specific  reference  to  Code  sec.
                           416(g)(3))  and shall take into account the following
                           amounts:

                           (1)      Present   Value  of  Accrued   Benefits   as
                                    described in subsection (a)(5) above; and

                           (2)      The   amount   of   all   distributions   to
                                    Participants or their  Beneficiaries  during
                                    the   Plan    Year   that    includes    the
                                    Determination  Date and also during the four
                                    preceding  Plan Years  pursuant to this Plan
                                    or pursuant to a terminated plan which if it
                                    had not  been  terminated  would  have  been
                                    required to be  included  in an  Aggregation
                                    Group, EXCEPT

                                    (A)      any rollover to this Plan initiated
                                             by the Employee and

                                       27
<PAGE>

                                    (B)      any  transfer  to this  Plan from a
                                             qualified  plan  maintained  by  an
                                             unrelated employer; and

                                    (C)      any  distribution   which  occurred
                                             after the Valuation  Date but prior
                                             to the  Determination  Date  to the
                                             extent that such a distribution has
                                             been included in the calculation of
                                             the   Present   Value  of   Accrued
                                             Benefits.

                    However,  calculation  of the  top-heavy  ratio for any Plan
                    Year  shall  not take  into  account  the  Present  Value of
                    Accrued Benefits or the amount of all distributions  made to
                    any  individual  who  has  not  performed  services  for the
                    Employer at any time during the 5-year period ending on such
                    Plan Year's Determination Date.

                    For an  Aggregation  Group,  each plan  shall  initially  be
                    tested separately, and then the plans shall be aggregated by
                    adding  together  the  results  for  each  plan  as  of  the
                    Determination Dates that fall within the same calendar year.
                    If  the  Aggregation  Group  includes  two or  more  defined
                    benefit  plans,  the  same  actuarial  assumptions  will  be
                    specified  within and used by such plans for the purposes of
                    this  Section  5.2.  Also,  in such  defined  benefit  plans
                    proportional subsidies shall be ignored and non-proportional
                    subsidies  considered  for  the  purposes  of  this  Section
                    5.2.2(b).

                    For a Required  Aggregation Group, each Plan shall be tested
                    by  determining  the Present  Value of Accrued  Benefits for
                    non-Key  Employees (1) pursuant to the method,  if any, that
                    uniformly  applies  for  accrual  purposes  under  all plans
                    maintained by the affiliated  Employers;  or (2) if there is
                    no such method, as if such Accrued Benefits accrued not more
                    rapidly than the slowest  accrual rate  permitted  under the
                    fractional accrual rates of sec. 411(b)(1)(C) of the Code.

5.2.3    Special Rules for Top-Heavy Plans

         (a)      Application of Special Rules

                  (1)      If, after application of the top-heavy test described
                           in  Section  5.2.2(b),  this  Plan is found not to be
                           top-heavy,  then the  special  rules set forth  below
                           shall  not apply to this  Plan.  In that  event,  the
                           other applicable provisions in this Plan will govern.

                  (2)      If,  after  application  of  the  top-heavy  test  in
                           Section 5.2.2(b), this Plan is found to be top-heavy,
                           then the following special rules shall govern.

         (b)      Minimum Contribution

                  (1)      For each Plan  Year in which  the Plan is  top-heavy,
                           each non-Key  Employee who is a  Participant  and who
                           has not separated from Service at the end of the Plan
                           Year,   including  any   Participant  who  failed  to
                           complete 1,000 Hours of Service,  and any who did not
                           make an  Elective  Contribution  pursuant  to Section
                           4.2.1,   shall  accrue  not  less  than  the  minimum
                           contribution described below.

                  (2)      The  sum  of the  Employer's  contributions  and  any
                           forfeitures  allocated to the Individual  Accounts of
                           each such Participant for each Plan Year in which the
                           Plan is top-heavy must equal not less than

                           (A)      at least  three  percent  (3%) of each  such
                                    Participant's  compensation  for  that  Plan
                                    Year; or

                                       28
<PAGE>

                           (B)      if the highest  percentage  of  compensation
                                    provided on behalf of Key  Employees who are
                                    Participants for that Plan Year is less than
                                    three percent  (3%),  then not less than the
                                    same  percentage  of such  compensation  for
                                    that  Plan  Year for each  non-Key  Employee
                                    Participant  as the  largest  percentage  of
                                    such compensation  provided on behalf of Key
                                    Employee Participants for that Plan Year.

                  (3)      Any   provisions  of  subsection  (2)  above  to  the
                           contrary notwithstanding, for each Plan Year in which
                           the Employer  maintains  both a defined  benefit plan
                           and a defined  contribution  plan and both  plans are
                           top-heavy, each non-Key Employee who is a Participant
                           in both such Plans  shall be  credited  with not less
                           than  a  portion   of  the  sum  of  the   Employer's
                           contributions and forfeitures made under the terms of
                           this Plan for that Plan  Year  equal to five  percent
                           (5%) of his compensation.

                           In determining  the minimum  contribution  or benefit
                           that  is  required  for  non-Key  Employees  by  this
                           Section,    Elective   Contributions   and   matching
                           contributions,  if any,  that  are  allocated  to Key
                           Employees  shall be taken into account.  However,  to
                           the extent that matching contributions made on behalf
                           of  non-Key  Employees  are  taken  into  account  in
                           meeting the Actual  Deferral  Percentage  Test and/or
                           the Actual Contribution  Percentage Test described in
                           Article V, such contributions may not additionally be
                           credited  as  part  of any  minimum  contribution  or
                           benefit   required   by   this   Section.    Elective
                           Contributions made on behalf of non-Key Employees may
                           not be credited  as part of any minimum  contribution
                           or benefit required by this Section.

                           If  the  Employer  is  required  to   contribute   an
                           additional   amount  to  the  Plan  on  behalf  of  a
                           Participant  as a  result  of the  operation  of this
                           Article,  that  amount  shall be  credited to a Basic
                           Contribution  Account  established  and maintained on
                           his behalf.

5.3      Actual Deferral Percentage Test

         (a)      Effective  July 1, 1999 through  December 31, 1999,  this Plan
                  shall satisfy the ADP Test of Code sec. 401(k)(3) by complying
                  with Code sec. 401(k)(12).

                  Effective  January  1,  2000,  for each  Plan  Year,  the Plan
                  Administrator  shall  perform  (or have  performed)  an Actual
                  Deferral  Percentage  Test in order to ensure  that the Plan's
                  cash or deferred  arrangement  satisfies the  requirements  of
                  Code sec. 401(k)(3) and does not impermissibly discriminate in
                  favor of  Participants  who are Highly  Compensated  Employees
                  ("HCEs").

                  The Actual Deferral  Percentage ("ADP") Test shall compare the
                  ADP of those  Participants  who are HCEs with the ADP of those
                  Participants who are not HCEs.

                  For any group of  Participants,  the  group's  ADP  equals the
                  average  (expressed  as a percentage)  of the actual  deferral
                  ratios of that group's  Participants,  with each Participant's
                  actual deferral ratio calculated separately.

                  For any Plan  Year,  a  Participant's  actual  deferral  ratio
                  consists   of  the  amount  of  the   Participant's   Elective
                  Contribution  for the Plan Year (subject to the limitations of
                  the following  paragraph)  plus, at the discretion of the Plan
                  Administrator,   the   amount   of  any   Qualified   Matching
                  Contributions     ("QMACs")    and    Qualified    Nonelective
                  Contributions   ("QNCs")   that  are   treated   as   Elective
                  Contributions  and  included  in the ADP  testing  by the Plan
                  Administrator,  with such sum expressed as a percentage of his
                  Compensation.

                                       29
<PAGE>

                  For purposes of this  Section 5.3, in any Plan Year,  the Plan
                  Administrator  may elect to use  compensation  as described in
                  Section  5.1.1(d)  or   "compensation"  as  described  in  the
                  definition of HCE in Article II, instead of Compensation,  for
                  every  Participant.  Also, the Plan Administrator may elect to
                  limit  Compensation (or the applicable  alternative) for every
                  Participant to Compensation  received while  participating  in
                  the Plan.

                  However,  the Plan  Administrator's  discretion in choosing to
                  include  any QMACs or QNCs is limited to the extent  that such
                  inclusion  satisfies the conditions and requirements set forth
                  in 26 CFR sec. 1.401(k)-1(b)(5).

                  In determining a  Participant's  actual  deferral  ratio,  the
                  Participant's Elective Contributions may be taken into account
                  only to the extent that they satisfy the following conditions.

                  (1)      The  Elective  Contribution  must be  allocated to an
                           account maintained on behalf of the Participant as of
                           a day within the plan year being considered.  For the
                           purpose of this provision,  an Elective  Contribution
                           shall be  considered  allocated as of a date within a
                           plan year only if both:

                           (A)      the  allocation is not  contingent  upon the
                                    Participant's  participation  in a  plan  or
                                    performance   of   service   on   any   date
                                    subsequent to the date of allocation; and

                           (B)      the amount of the Elective  Contribution  is
                                    actually  paid to the plan pursuant to which
                                    the Elective  Contribution  is made no later
                                    than the end of the twelve-consecutive-month
                                    period  immediately  following the plan year
                                    to which the contribution relates.

                  (2)      The  Elective  Contribution  relates to  Compensation
                           that either:

                           (A)      would have been received by the  Participant
                                    in the plan  year but for the  Participant's
                                    election to defer that Compensation, or

                           (B)      is attributable to service  performed by the
                                    Participant  in the plan year  and,  but for
                                    the Participant's  election to defer,  would
                                    have been received by the Participant within
                                    two and  one-half  months after the close of
                                    the plan year.

                  In addition,  if with reference to a Plan Year the Participant
                  was an HCE and  also  participated  in more  than  one cash or
                  deferred arrangement sponsored by the Employer,  then all such
                  cash or deferred  arrangements shall be aggregated and treated
                  as  one  arrangement  for  the  purposes  of  determining  the
                  Participant's  actual  deferral  ratio for that Plan Year.  If
                  these   arrangements   have   different   plan  years,   these
                  arrangements'  plan  years  that end with or  within  the same
                  calendar year shall be aggregated and treated for ADP purposes
                  as a single  arrangement  and single plan year.  However,  the
                  preceding   provisions   to  the   contrary   notwithstanding,
                  contributions  and  allocations  under plans described by Code
                  sec. 4975(e)(7) (i.e. "ESOPs") shall not be aggregated.

         (b)      For  each  Plan  Year,  the  ADP  for the  group  of  Eligible
                  Participants  who are HCEs for that Plan Year shall not exceed
                  the greater of (1) or (2), where

         (1)      equals 125% of the ADP for the group of Eligible  Participants
                  who are non-HCEs for that Plan Year; and

                                       30
<PAGE>

         (2)      equals the lesser of (A) and (B), where

                  (A)      equals  200% of the ADP for  the  group  of  Eligible
                           Participants who are non-HCEs for that Plan Year; and

                  (B)      equals the ADP for the group of Eligible Participants
                           who  are  non-HCEs   for  that  Plan  Year,   plus  2
                           percentage  points  (or such  other  amount as may be
                           prescribed by the Secretary of the Treasury).

                  For the purposes of this subsection,  "Eligible  Participants"
                  means  those  Participants  who  during  the  Plan  Year  were
                  eligible  to have  elected  to  defer  some  portion  of their
                  Compensation  for that Plan Year so as to receive an  Elective
                  Contribution,  regardless  of  whether  such an  election  was
                  actually made.

         (c)      If for a Plan Year the ADP limits of subsection  (b) above are
                  exceeded,  the amount of excess contributions to be attributed
                  to each HCE  shall be  determined  by the  following  leveling
                  method.

                  The Plan  Administrator  shall  reduce the amount of  Elective
                  Contributions that are allocated pursuant to the Plan for that
                  Plan  Year  on  behalf  of the HCE  with  the  highest  actual
                  deferral  ratio.  This  reduction  shall  be made  only to the
                  extent required to (1) enable the Plan to meet the ADP limits,
                  or (2)  cause  the HCE's  actual  deferral  ratio to equal the
                  actual  deferral ratio of the HCE with the next highest actual
                  deferral ratio, whichever occurs first.

                  This process shall be repeated by the Plan Administrator until
                  the ADP test limits of subsection (b) above have been met.

                  For each Plan  Year,  the amount of excess  contributions,  if
                  any,  for each HCE shall  equal the sum of the HCE's  Elective
                  Contributions,  plus any Qualified  Nonelective  Contributions
                  and  Qualified  Matching  Contributions  that are  treated  as
                  Elective Contributions (determined prior to the application of
                  this  subsection)  in  determining  the HCE's actual  deferral
                  ratio,  minus the product of the HCE's actual  deferral  ratio
                  (determined after  application of this subsection)  multiplied
                  by the HCE's Compensation.

         (d)      After  the  close  of  the  Plan  Year  to  which  the  excess
                  contributions are attributable, but within twelve months after
                  such Plan Year's close, the Plan Administrator shall designate
                  as such  and  distribute  to each HCE the  amount  (if any) of
                  excess  contributions  (plus  any  earnings,  gains or  losses
                  described in Section 6.2  attributable to such  contributions)
                  that  were  made on that  HCE's  behalf,  minus the sum of any
                  excess  deferrals  previously  distributed  to the HCE for the
                  HCE's taxable year ending with or within that Plan Year.

         (e)      Any  of  the  provisions  of  this  Section  to  the  contrary
                  notwithstanding, in determining the actual deferral ratio of a
                  Participant  who  is an  HCE,  the  family  aggregation  rules
                  described in paragraph (4) of the  definition in Article II of
                  Highly  Compensated  Employee  shall  apply,  and  the  actual
                  deferral  ratio of any such family  aggregate  shall equal the
                  actual   deferral   ratio    determined   by   combining   the
                  contributions   received   by  the  Plan  on   behalf  of  and
                  Compensation paid to all eligible family members.

                                       31
<PAGE>

                  After the actual deferral ratio of such a family aggregate has
                  been determined,  the amount of excess  contributions (if any)
                  that were allocated on behalf of the family aggregate shall be
                  determined and corrected  according to the  "leveling"  method
                  described  in  subsection  (c)  above.  The  resulting  excess
                  contributions  shall be reallocated among those family members
                  whose  contributions  were  combined to  determine  the actual
                  deferral ratio of the family aggregate,  with each such member
                  being allocated an amount of excess contribution in proportion
                  to the  contributions  of each  such  member  that  have  been
                  combined.

         (f)      For the purposes of  satisfying  the limits  specified in this
                  Section and in Code secs.  401(a)(4),  410(b), and 401(k), two
                  or  more  cash or  deferred  arrangements  may be  aggregated,
                  provided  that  such   aggregation  is  consistent   with  the
                  provisions     of    IRC    Regs.     1.401(k)-1(b)(3)     and
                  1.401(k)-1(g)(1)(ii);    for   example,   cash   or   deferred
                  arrangements  may be  aggregated  pursuant to this  subsection
                  only if the  respective  plans of which they are part have the
                  same plan  years.  All  elective  contributions  that are made
                  under  any plan  that are  aggregated  with  this Plan for the
                  purposes of Code sec.  401(a)(4)  or sec.  410(b)  (other than
                  sec.  410(b)(2)(A)(ii)) are to be treated as if they were made
                  under  a  single  plan.   In   addition,   if  any  plans  are
                  permissively  aggregated  with this Plan for the  purposes  of
                  Code sec. 401(k),  the aggregated plans must also satisfy Code
                  secs. 401(a)(4) and 410(b) as though they were a single plan.

5.4      Average Contribution Percentage Test

         (a)      Effective  July 1, 1999 through  December 31, 1999,  this Plan
                  shall satisfy the ACP Test of Code sec. 401(m)(2) by complying
                  with Code sec. 401(m)(11).

                  Effective  January  1,  2000,  for each  Plan  Year,  the Plan
                  Administrator  shall  perform (or have  performed)  an Average
                  Contribution  Percentage  Test in  order  to  ensure  that the
                  Plan's receipt and allocation of matching contributions and/or
                  employee  contributions,  if any,  satisfy the requirements of
                  Code sec.  401(m)  and do not  impermissibly  discriminate  in
                  favor of  Participants  who are Highly  Compensated  Employees
                  ("HCEs").

                  The Average Contribution Percentage ("ACP") Test shall compare
                  the ACP of those  Participants  who are  HCEs  with the ACP of
                  those Participants who are not HCEs.

                  For any group of  Participants,  the  group's  ACP  equals the
                  average (expressed as a percentage) of the actual contribution
                  ratios of that group's  Participants,  with each Participant's
                  actual contribution ratio calculated separately.

                  For any Plan Year, a Participant's  actual  contribution ratio
                  consists of the sum of the  following  contributions  (if any)
                  which  have  been  received  by the Plan on the  Participant's
                  behalf for that Plan Year:

                  (1)      "matching" employer contributions (within the meaning
                           of Code sec. 401(m)(4)(A));

                  (2)      employee contributions; and

                  (3)      any Elective  Contributions and Qualified Nonelective
                           Contributions  ("QNCs") that the Plan  Administrator,
                           in the  exercise of his sole  discretion,  chooses to
                           take into  account  for the  purposes  of ACP testing
                           (except that the Plan  Administrator's  discretion in
                           choosing to include any  Elective  Contributions  and
                           QNCs is  limited to the  extent  that such  inclusion
                           satisfies the conditions and  requirements  set forth
                           in 26 CFR sec. 1.401(m)-1(b)(5));

                  with such sum expressed as a percentage  of the  Participant's
                  Compensation.


                                       32
<PAGE>

                  For purposes of this  Section 5.4, in any Plan Year,  the Plan
                  Administrator  may elect to use  compensation  as described in
                  Section  5.1.1.(d)  or  "compensation"  as  described  in  the
                  definition of HCE in Article II instead of  Compensation,  for
                  every  Participant.  Also the Plan  Administrator may elect to
                  limit  Compensation (or the applicable  alternative) for every
                  Participant to Compensation  received while  participating  in
                  the Plan.

                  In  determining a  Participant's  actual  contribution  ratio,
                  matching  contributions  made on behalf of the Participant may
                  be taken into account only to the extent that they satisfy the
                  following conditions.

                  (1)      The  matching  contribution  must be  allocated to an
                           account maintained on behalf of the Participant as of
                           a day within the Plan Year being considered.

                  (2)      The amount of the matching  contribution  is actually
                           paid to the  Plan  pursuant  to  which  the  matching
                           contribution  is made no  later  than  the end of the
                           twelve-consecutive-month period immediately following
                           the Plan Year to which the contribution relates.

                  (3)      The  matching  contribution  is made on behalf of the
                           Participant on account of the Participant's  elective
                           contributions or Employee  contributions (if any) for
                           the Plan  Year to  which  the  matching  contribution
                           relates.  Matching  contributions  that are forfeited
                           because  they  relate  to  excess  deferrals,  excess
                           contributions or excess aggregate contributions shall
                           not be taken into account.

         (b)      For  each  Plan  Year,  the  ACP  for the  group  of  Eligible
                  Participants  who are HCEs for that Plan Year shall not exceed
                  the greater of (1) or (2), where

                  (1)      equals  125% of the ACP for  the  group  of  Eligible
                           Participants who are non-HCEs for that Plan Year; and

                  (2)      equals the lesser of (A) and (B), where

                           (A)      equals  200% of the ACP  for  the  group  of
                                    Eligible  Participants  who are non-HCEs for
                                    that Plan Year; and

                           (B)      equals  the ACP for the  group  of  Eligible
                                    Participants  who are non-HCEs for that Plan
                                    Year;  plus 2  percentage  points  (or  such
                                    other  amount  as may be  prescribed  by the
                                    Secretary of the Treasury).

                  For the purposes of this subsection,  "Eligible  Participants"
                  means  those  Participants  who  are  directly  or  indirectly
                  eligible  to make an  employee  contribution  or to receive an
                  allocation  of  matching  contributions   (including  matching
                  contributions  derived  from  Forfeitures,  if any)  under the
                  terms of this Plan for the Plan Year being reviewed.

                  If a Participant has "excess  deferrals"  according to Section
                  4.2.1(c) or "excess contributions" for the Plan Year according
                  to Section  5.3,  then such  excess  deferrals  and/or  excess
                  contributions  shall be calculated  and  distributed  prior to
                  determining the Participant's  excess aggregate  contributions
                  for the Plan Year.

                           (c)      If  for  a  Plan  Year  the  ACP  limits  of
                                    subsection  (b)  above  are  exceeded,   the
                                    amount of excess aggregate  contributions to
                                    be   attributed   to  each   HCE   shall  be
                                    determined by the following leveling method.

                                       33
<PAGE>

                  The Plan Administrator shall reduce the employee contributions
                  and, if necessary,  the matching  contributions  that had been
                  allocated  pursuant  to the Plan  Year for that  Plan  Year on
                  behalf of the HCE with the highest actual  contribution ratio.
                  This  reduction  shall be made only to the extent  required to
                  (1) enable the Plan to meet the ACP  limits,  or (2) cause the
                  HCE's  actual  contribution  ratio to equal  the next  highest
                  actual contribution ratio, whichever occurs first.

                  This process shall be repeated by the Plan Administrator until
                  the ACP test limits of subsection (b) above have been met.

                  For  each  Plan   Year,   the   amount  of  excess   aggregate
                  contributions, if any, for each HCE shall equal the sum of the
                  HCE's employee  contributions and matching  contributions,  if
                  any, plus any Qualified Nonelective Contributions and Elective
                  Contributions  that  are  treated  as  matching  contributions
                  (determined  prior to the  application of this  subsection) in
                  determining  the HCE's actual  contribution  ratio,  minus the
                  product of the HCE's  actual  contribution  ratio  (determined
                  after application of this subsection)  multiplied by the HCE's
                  Compensation.

                  Determinations of actual  contribution ratios shall be rounded
                  to  the   nearest   one-hundredth   of  one   percent  of  the
                  Participant's Compensation.

         (d)      After the close of the Plan Year to which the excess aggregate
                  contributions are attributable, but within twelve months after
                  such Plan Year's close, the Plan Administrator shall designate
                  the  amount  (if any) of the  excess  aggregate  contributions
                  (plus any earnings,  gains, or losses described in Section 6.2
                  on  such  contributions)  that  are  attributable  to  amounts
                  received and accumulated under the Plan on each HCE's behalf.

                  Such excess  aggregate  contributions  shall be forfeited,  if
                  forfeitable.  These forfeited  amounts shall be reallocated to
                  Participants  who are  non-HCEs  for the Plan Year.  Each such
                  Participant   shall  be  allocated  a  portion  of  the  total
                  forfeited  amounts so that such portion,  when compared to the
                  total of the  forfeited  amounts,  shall bear the same  direct
                  proportion  that the  amount  of Basic  Matching  Contribution
                  being allocated to the Participant  pursuant to Section 4.1.1,
                  subsection  (a),  bears to the entire amount of Basic Matching
                  Contribution   that  is   allocated   to  all   such   non-HCE
                  Participants pursuant to Section 4.1.1(a).

                  If  not  forfeitable,  the  amount  of  the  excess  aggregate
                  contribution  and any  earnings,  gains,  or  losses  shall be
                  distributed  to the HCE on whose  behalf the excess  aggregate
                  contribution   was   received.   If  such   excess   aggregate
                  contributions are distributed more than 2 1/2 months after the
                  last day of the Plan Year in which such excess  amounts arose,
                  a 10% excise tax will be imposed on the Employer  with respect
                  to these amounts.

         (e)      Any  of  the  provisions  of  this  Section  to  the  contrary
                  notwithstanding,  in determining the actual contribution ratio
                  of a Participant who is an HCE, the family  aggregation  rules
                  described in paragraph (4) of the  definition in Article II of
                  Highly  Compensated  Employee  shall  apply,  and  the  actual
                  contribution  ratio of any such family  aggregate  shall equal
                  the actual  contribution  ratio  determined  by combining  the
                  contributions   received   by  the  Plan  on   behalf  of  and
                  Compensation paid to all eligible family members.

                  After the actual contribution ratio of such a family aggregate
                  has  been   determined,   the   amount  of  excess   aggregate
                  contributions  (if any) that were  allocated  on behalf of the
                  family  aggregate shall be determined and corrected  according
                  to the  "leveling"  method  described in subsection (c) above.
                  The  resulting   excess  aggregate   contributions   shall  be
                  reallocated  among those family  members  whose  contributions
                  were  combined to determine the actual  contribution  ratio of
                  the family aggregate, with each such member being allocated an
                  amount of excess  aggregate  contribution in proportion to the
                  contributions of each such member that have been combined.


                                       34
<PAGE>

         (f)      Any    provisions    of   this   Section   to   the   contrary
                  notwithstanding,  for the purposes of determining whether this
                  Plan  satisfies  the  ACP  test,  all  employee  and  matching
                  contributions   that  are  made   under  any  plans  that  are
                  aggregated  with  this  Plan  for the  purposes  of Code  sec.
                  401(a)(4)    and/or    410(b)    (other    than    Code   sec.
                  410(b)(2)(A)(ii))  shall be aggregated  and treated as if made
                  under  a  single  plan.   In   addition,   if  any  plans  are
                  permissively aggregated with this Plan for the purposes of ACP
                  testing,  then the  aggregated  plans must also  satisfy  Code
                  secs. 401(a)(4) and 410(b) as though they were a single plan.

                  Also, if a Participant  who is a Highly  Compensated  Employee
                  also  participates in other  retirement plans sponsored by the
                  Employer to which employer matching  contributions (as defined
                  in Code sec. 401(m)(4)(A)) or employee contributions are made,
                  then all such contributions  made on the Participant's  behalf
                  shall be aggregated for the purposes of this Section.

                  However,  plans may be aggregated  pursuant to this subsection
                  (f) only if they have the same plan year.

5.5      Multiple Use of Alternative Limitation

         (a)      Any  provisions of this Plan to the contrary  notwithstanding,
                  if for  any  Plan  Year  a  multiple  use  of the  alternative
                  limitation occurs with respect to two or more cash or deferred
                  arrangements   ("CODA's")   and/or  plans  maintained  by  the
                  Employer, such multiple use shall be corrected by reducing the
                  actual deferral percentage ("ADP") of HCEs who are eligible to
                  participate in such CODA's and/or plans.

         (b)      Multiple  use  of the  alternative  limitation  occurs  if the
                  following conditions are met:

                  (1)      one or more HCEs are  eligible to defer  compensation
                           pursuant  to a CODA  subject to Code sec.  401(k) and
                           sponsored  by the  Employer,  and also are  allocated
                           contributions pursuant to a plan subject to Code sec.
                           401(m) and sponsored by the Employer; and

                  (2)      the ADP for the  group  of  HCEs  eligible  to  defer
                           compensation pursuant to the CODA exceeds 125% of the
                           ADP for the  group  of  non-HCEs  and the ACP for the
                           group of HCEs allocated contributions pursuant to the
                           Plan subject to Code sec.  401(m) exceeds 125% of the
                           ACP for the group of non-HCEs; and

                  (3)      the sum of the ADP for the group of HCEs  eligible to
                           defer  compensation  pursuant to the CODA and the ACP
                           for  the  group  of  HCEs   allocated   contributions
                           pursuant  to the Plan  subject  to Code  sec.  401(m)
                           exceeds the "Aggregate Limit".

                           The "Aggregate  Limit" is the greater of (A) and (B),
                           where:

                           (A)      Equals the sum of:

                                    (i)      125% of the  greater  of the ADP or
                                             the ACP for the  group of  non-HCEs
                                             and

                                       35
<PAGE>

                                    (ii)     2 plus the lesser of the ADP or the
                                             ACP for the group of non-HCEs,  but
                                             not more than 200% of the lesser of
                                             the ADP or the ACP for the group of
                                             non-HCEs; and

                           (B)      equals the sum of:

                                    (i)      125%  of the  lesser  of the ADP or
                                             the ACP for the group of  non-HCEs,
                                             and

                                    (ii)     2 plus  the  greater  of the ADP or
                                             the ACP for the group of  non-HCEs,
                                             but  no  more   than  200%  of  the
                                             greater  of the  ADP or the ACP for
                                             the group of non-HCEs.

         (c)      So  that  there  is  no  multiple   use  of  the   alternative
                  limitation,  all  HCEs  who  were  eligible  to have  deferred
                  compensation  under  the  CODA  and who  were  also  allocated
                  contributions under an Employer-sponsored plan subject to Code
                  sec. 401(m) testing shall have their ADP reduced in the manner
                  described in 26 CFR sec. 1.401(k)-1(f)(2).




                                       36
<PAGE>



                                   ARTICLE VI

                          ADMINISTRATION OF PLAN ASSETS

6.1.1      The Investment Fund

           All funds  received by the Plan  pursuant  to Article  IV,  including
           amounts  deposited  with the  Insurance  Company  under an annuity or
           insurance  contract,  shall be credited to the trust fund.  The trust
           fund shall be of a  suitable  nature to hold the funds and to provide
           the benefits payable under this Plan.

           The Plan Administrator  shall create and maintain adequate records to
           disclose the interest in the trust fund of each Participant or, where
           appropriate,  his  Beneficiary.  Such records shall be in the form of
           Individual  Accounts,  and credits and charges  shall be made to such
           accounts  in the manner  herein  described.  These  amounts  shall be
           maintained for  accounting  purposes only and shall not represent any
           segregated or identifiable portion of the trust fund.

           All  deposits  to the trust fund shall be applied  for the  exclusive
           benefit  of  Participants  and their  Beneficiaries,  except for such
           reasonable  expenses  as may be  incurred  in  the  establishment  or
           operation  of the Plan and which are not  otherwise  paid.  Except as
           provided in Sections  8.1.3 and 8.5, no amounts in the trust fund nor
           any earnings  attributable  thereto,  may ever revert to the Employer
           prior to full satisfaction of all liabilities under the Plan.

6.1.2      Employee Directed Investments

           Amounts held in the trust fund shall be allocated  among a variety of
           investment  options  made  available  and  selected  by the  Trustees
           pursuant to the contract with the Insurance Company. Each Participant
           and  Beneficiary may direct the allocation of the amounts held in the
           trust fund on his behalf among these investment options.

           To the extent that the Participant or Beneficiary does not direct the
           investment of such amounts received on his behalf, the remainder will
           automatically  be allocated to and invested in one of the  investment
           options  available under the Insurance  Company contract and pursuant
           to the Trustees' direction.

           Each Participant and Beneficiary may elect to redirect the investment
           of amounts held in the trust fund on his behalf.

           Any of  the  above-specified  directives  to  allocate,  re-allocate,
           transfer or remove funds from or among the various investment options
           shall be effective  for the purposes of this Plan only  prospectively
           after reasonable  notice to the Insurance  Company and subject to any
           restrictions  on  the  amount  or  timing  of  transfers  to or  from
           particular  investment  options,   according  to  the  terms  of  the
           Insurance  Company  contract or procedures  established and uniformly
           applied by the Plan Administrator.

6.2        Account Adjustments

           Individual  Accounts  shall  be  valued  as of the  last  day of each
           calendar  quarter and every other day on which earnings,  gains,  and
           losses are  credited.  Each Active  Account  shall be  credited  with
           earnings,  gains, and losses according to the terms of its underlying
           investments.   Plan  expenses  described  in  Section  6.4  shall  be
           allocated  at least  once in every  calendar  quarter  to  Individual
           Accounts  existing on that allocation  date. Each Individual  Account
           shall receive an  allocation of such expenses in the same  proportion
           that the balance of the  Individual  Account  bears to the sum of the
           balances of all Individual  Accounts.  The allocation  dates shall be
           determined according to a uniform,  consistent, and nondiscriminatory
           procedure approved by the Plan Administrator.

                                       37
<PAGE>

           For purposes of this Section,  Active  Account means each  Individual
           Account, any Suspense Account, and each other account that can accrue
           earnings,  gains,  and  losses,  such as an account  used for holding
           Forfeitures until they can be applied as provided in Article IV.

6.3        Distribution Adjustments

           The amount of any distribution from an Individual  Account maintained
           on behalf of a  Participant  pursuant to the terms of this Plan shall
           be  charged  against  that  Individual  Account  as of the date  such
           distribution is made.

6.4        Expenses

           For any Plan Year, the Employer may pay the expenses of operating and
           maintaining  the  Plan.  Such  payment  shall be in  addition  to and
           independent  of any  contributions  to the Plan or assets held by the
           Plan.

           Absent  prompt and timely  payment by the  Employer,  the expenses of
           operating  and  maintaining  the Plan for the Plan Year shall be paid
           from Forfeitures available for allocation pursuant to Article IV, and
           then any unpaid  remainder shall be allocated to Individual  Accounts
           pursuant to Section 6.2, EXCEPT that any expenses attributable to the
           single sum benefit payment fee for a distribution other than a death,
           Total  and  Permanent  Disability  or  Retirement  shall be  directly
           charged against that Participant's Individual Accounts.




                                       38
<PAGE>

                                   ARTICLE VII

                                  DISTRIBUTIONS

7.1      Termination of Employment (Including Disability) Before Retirement

         (a)      If a Participant's employment as an Employee is terminated due
                  to his Total  and  Permanent  Disability,  or due to any other
                  reason except his death or Retirement, he may elect to receive
                  his Vested  Benefit.  To be effective for the purposes of this
                  Plan,  such an election  must be  delivered  in writing to the
                  Plan  Administrator  before the Annuity  Starting Date that he
                  has selected. No distribution under this Section shall be made
                  or commence before the Participant's date of termination as an
                  Employee,   nor  later  than  the  date  which  would  be  the
                  Participant's  Normal  Retirement  Date had he not  terminated
                  such employment until then.

         (b)      In  any  event,  the  Plan   Administrator  (or  Trustee,   as
                  applicable)  shall  distribute to the  Participant  his entire
                  Vested  Benefit  in a lump  sum as  soon  as  administratively
                  practicable  after the time of his termination,  provided that
                  the Participant's  Vested Benefit has not ever exceeded $5,000
                  as of the date of any prior distribution to the Participant or
                  the  date  the   Participant   terminated   Service.   If  the
                  Participant's entire Vested Benefit equals zero as of the date
                  his Service  terminates,  then the Participant shall be deemed
                  to have received a  distribution  of his entire Vested Benefit
                  as of that date of termination.

         (c)      Any  distribution  that is made to a  Participant  pursuant to
                  this Section  shall be in lieu of any and all other  benefits,
                  present  or  contingent,  to  which  the  Participant  may  be
                  entitled under the terms of this Plan.

                  However, if a distribution is made pursuant to this Section to
                  a Participant  whose Vested  Percentage is less than 100%, the
                  Participant  shall  have  until  the end of a  period  of five
                  consecutive  Break in Service  Years,  or five years after the
                  first  date  as  of  which  the  Participant  is  subsequently
                  reemployed by the Employer,  if earlier,  to resume employment
                  as an  Eligible  Employee  and  repay to the  Plan the  amount
                  previously  distributed,   whereupon  his  Individual  Account
                  balances  shall  be  restored  to the  extent  of the  amounts
                  repaid,  plus any amounts forfeited pursuant to Section 4.1.5,
                  provided that in any event such balances  shall be restored to
                  not less than the amounts  that existed  immediately  prior to
                  the distribution.

7.2      Death Benefits

         (a)      If a Participant  who is credited  with a Vested  Benefit dies
                  prior to the Annuity Starting Date of his Vested Benefit, then
                  the Plan shall distribute a death benefit on his behalf.

                  The  amount  of the  death  benefit  shall  be  the  actuarial
                  equivalent  of his Vested  Benefit  (after  having  taken into
                  account any security  interest in his Vested  Benefit that the
                  Plan has as a result of any currently  outstanding loan to the
                  Participant).

         (b)      Unless  the  Participant   elects  otherwise  as  provided  in
                  subsection  (d) below,  if the  Participant  has a  "surviving
                  spouse" (as such term is defined in this Section  below) as of
                  his date of death,  the death benefit shall be payable to such
                  surviving  spouse. If the Participant has no surviving spouse,
                  the death benefit will be paid to the Participant's designated
                  Beneficiary.

                                       39
<PAGE>

                  If the Participant's  Vested Benefit has always had a lump sum
                  value  of  $5,000  or  less  as  of  the  date  of  any  prior
                  distribution or the date of the Participant's death, then that
                  benefit  shall be  distributed  in the form of a lump sum, and
                  the Annuity  Starting Date of that benefit shall be as soon as
                  administratively  practicable (in any event,  within one year)
                  following the Participant's date of death.

         (c)      "Surviving  spouse" means a spouse to whom the Participant was
                  married  throughout the one-year  period ending on the earlier
                  of:

                  (1)      the date the  Participant's  death  benefit  payments
                           commence  under the terms of this Plan  PROVIDED that
                           if the Participant was married within one year of the
                           date his benefit payments began and he and his spouse
                           from  such  marriage  were  married  for at  least  a
                           one-year   period   ending   on  the   date   of  the
                           Participant's death, such Participant and such spouse
                           shall be treated as having  been  married  throughout
                           the   one-year   period   ending   on  the  date  the
                           Participant's benefit payments began, or

                  (2)      the date of the Participant's death.

         (d)      (1)      Subject  to  paragraph  (2)  below,  at  any  time  a
                           Participant  may  elect  a  specifically   designated
                           non-spouse   Beneficiary  to  replace  his  surviving
                           spouse  as the  Beneficiary.  He may also at any time
                           revoke such election and make another  election.  Any
                           such election or  revocation  shall be in writing and
                           shall  be   effective   upon   receipt  by  the  Plan
                           Administrator.

                  (2)      An election by a  Participant  pursuant to  paragraph
                           (1) shall not take effect unless:

                           (A)      the  Participant's   spouse,  in  a  writing
                                    received  by  the  Plan   Administrator  and
                                    witnessed  by the  Plan  Administrator  or a
                                    notary  public,  acknowledges  the effect of
                                    and consents to the Participant's  election;
                                    or

                           (B)      it    is    established    to    the    Plan
                                    Administrator's    satisfaction   that   the
                                    spousal  consent   described  in  (A)  above
                                    cannot  be  obtained  because  there  is  no
                                    spouse,   because   the  spouse   cannot  be
                                    located,  or because of other  circumstances
                                    which   render    obtaining   such   spousal
                                    impossible.

         (e)      The  Participant's  death benefit shall be  distributed to the
                  surviving spouse or other  designated  Beneficiary in the form
                  of a lump sum, and the Annuity  Starting  Date of that benefit
                  shall  be as  soon  as  administratively  practicable  (in any
                  event,  within one year) following the  Participant's  date of
                  death.

                  In any  event,  any death  benefit  payable  pursuant  to this
                  Section shall  commence or be  distributed  not later than the
                  time period described in (1) or (2) below, as appropriate:

                  (1)      if  payable  to a  surviving  spouse (or child of the
                           Participant,  as  provided  below),  not  later  than
                           December  31  of  the  calendar  year  in  which  the
                           Participant would have attained 70 1/2; or

                  (2)      if payable to any other  Beneficiary,  not later than
                           the first anniversary of the Participant's death;

                                       40
<PAGE>

                  PROVIDED that, if said spouse or Beneficiary cannot be located
                  within the applicable time period  specified  above,  the Plan
                  Administrator  may  delay   commencement  or  distribution  of
                  payments  for a period  ending not later than the first day of
                  the first month beginning after the sixtieth day following the
                  date on which such spouse or Beneficiary  has been  identified
                  and   located   by  the  Plan   Administrator   and  the  Plan
                  Administrator  has received  any  necessary  documentation  of
                  death.

                  A  death  benefit  payable  to  any  surviving  child  of  the
                  Participant  shall be treated  as if payable to the  surviving
                  spouse for purposes of (1) above in this  subsection  PROVIDED
                  that such benefit will become payable to the surviving  spouse
                  as of the date such child  reaches  age 21 or as of such other
                  time as  prescribed  by the  Secretary of the  Treasury  under
                  regulations.

                  If a surviving  spouse is eligible to receive  death  benefits
                  under this Plan,  and if that  surviving  spouse dies prior to
                  the Annuity  Starting Date of those death  benefits,  then the
                  death benefits to which the deceased  spouse had been entitled
                  shall be payable on his or her behalf within such a time-frame
                  as would be  appropriate  if the deceased  spouse had been the
                  Participant,  with the date of death of the  surviving  spouse
                  being  substituted  for  the   Participant's.   However,   the
                  exceptions provided in Code sec. 401(a)(9)(B)(iv) shall not be
                  available  regarding any surviving spouse of the Participant's
                  surviving spouse.

         (f)      If a  Participant  dies  after  his  Vested  Benefit  has been
                  distributed  in the  form of a lump  sum,  there  shall  be no
                  benefit payable from the Plan as a result of his death.

                  If a  Participant  dies  while  receiving  the  Payments  from
                  Account  described  in Section  7.4  before his entire  Vested
                  Benefit  has  been   distributed,   his  surviving  spouse  or
                  Beneficiary may elect in writing to the Plan  Administrator to
                  receive the  previously  undistributed  portion of such Vested
                  Benefit in the form of a lump sum; in any event, the remaining
                  portion of such benefit, if any, shall be distributed at least
                  as rapidly as under the terms of said Payments from Account in
                  effect for the Participant at death.

7.3      Retirement

         A  Participant,  regardless  of his status as an  Employee,  shall have
         attained Retirement Age when he has attained age 65, which shall be his
         Normal Retirement Age.

         A Participant who has attained Retirement Age may retire by designating
         in writing to the Plan  Administrator a Retirement Date, which shall be
         his Retirement  benefit's  Annuity  Starting Date, and which may be the
         first day of any month after he has attained Normal Retirement Age, but
         not later than the latest date  permitted by the  provisions of Section
         7.5 regarding  Commencement of Payments.  This latter date shall be the
         Retirement  Date  of  any  Participant  who  has  not,  prior  thereto,
         designated a Retirement Date.

         If the date on which the Participant  attains Normal  Retirement Age is
         the first  day of a month,  that date  shall be his  Normal  Retirement
         Date. Otherwise,  the Participant's Normal Retirement Date shall be the
         first  day of the  first  month  following  his  attainment  of  Normal
         Retirement Age.

         Upon  Retirement,  a Participant  shall  commence to receive his Vested
         Benefit as provided in Section 7.5.

                                       41
<PAGE>

7.4      Form of Retirement Benefit

         (a)      The Retirement benefit payable to a Participant at the time of
                  his  Retirement  shall be the  actuarial  value of his  Vested
                  Benefit  distributed  in the  form of a Lump  Sum,  which is a
                  single payment in an amount equal to the Participant's  Vested
                  Benefit.

         (b)      Solely for the purposes of  distributing  to a Participant his
                  Vested Benefit where such  distribution has not occurred prior
                  to his Required  Beginning Date (see Section 7.5(d)(2) below),
                  the  Participant  may elect to  receive  the  distribution  to
                  commence  as of his  Required  Beginning  Date in the  form of
                  Payments from Account, rather than in the form of a Lump Sum.

                  Payments  from  Account  shall mean  periodic  payments  in an
                  amount specified by the Participant or his surviving spouse or
                  other  Beneficiary  designated  according  to  Section  7.5(b)
                  continuing until such time as the Participant's Vested Benefit
                  (adjusted  for  subsequent  Net   Adjustments)  is  exhausted,
                  PROVIDED  however that the period over which said payments are
                  to be made shall not extent beyond (1) the life  expectancy of
                  the Participant,  (2) the life expectancies of the Participant
                  and his surviving spouse or other designated Beneficiary,  (3)
                  if payable pursuant to Section 7.2, the life expectancy of the
                  surviving  spouse or other designated  Beneficiary,  or (4) 60
                  months,  if by  operation  of  Section  8.6 the  Participant's
                  Beneficiary is his estate.

7.5      Retirement Benefits: Election of Forms and Commencement of Payments

         (a)      Applicability of this Section

                  In the case of a Participant  who will receive a  distribution
                  pursuant to Section 7.1 due to his  termination  of employment
                  before  his  attainment  of  Retirement  Age,  the form of the
                  distribution  and the time of commencement of payments will be
                  as provided in that Section. The form and time of commencement
                  of death benefits payable to  Beneficiaries  shall be governed
                  according to Section 7.2. The form and time of commencement of
                  any  other  benefits  payable  pursuant  to this  Plan will be
                  determined according to this Section and Section 7.4.

                  In any event,  all  distributions  required under this Section
                  shall be determined and made in accordance with the Income Tax
                  Regulations under Code sec.  401(a)(9),  including the minimum
                  distribution    incidental   benefit   requirement   of   sec.
                  1.401(a)(9)-2 of the regulations.

         (b)      Election

                  A Participant  may elect to name a person as Beneficiary or to
                  replace the person currently designated by him or this Plan to
                  be his  Beneficiary.  Such  an  election  may be  revoked  and
                  replaced with another such election.  However, to be effective
                  for the  purposes  of this  Plan,  any  such  an  election  or
                  revocation  must be made in writing  and  received by the Plan
                  Administrator within ninety (90) days before the Participant's
                  Annuity  Starting Date,  and must satisfy the spousal  consent
                  requirements  described  in  subsection  (c)  below,  and must
                  specifically designate the form in which the benefits shall be
                  paid.  In  addition,  if the election is to replace the person
                  currently  designated by the Participant pursuant to this Plan
                  (or if there is no such designation by the  Participant,  then
                  the  person  (if  any)  designated  by  this  Plan)  to be his
                  Beneficiary, then the election must specifically designate the
                  person who is to become the Beneficiary.

                                       42
<PAGE>

         (c)      Spousal Consent

                  An election by a Participant to name a Beneficiary  other than
                  his  spouse or to change  his  Beneficiary  shall not have any
                  effect for the purposes of this Plan unless:

                  (1)      the  Participant's  spouse,  in a writing received by
                           the Plan  Administrator,  acknowledges  the effect of
                           and consents to the Participant's  election within 90
                           days  before  the  Annuity  Starting  Date,  and  the
                           writing is witnessed by the Plan  Administrator  or a
                           notary public; or

                  (2)      it can be  established  to the  Plan  Administrator's
                           satisfaction  that spousal consent cannot be obtained
                           because  there is no spouse,  or  because  the spouse
                           cannot be located,  or because of other circumstances
                           which   render   obtaining   such   spousal   consent
                           impossible.

                    Any consent by a spouse (or  establishment  that the consent
                    of  the  spouse   cannot  be  obtained)   pursuant  to  this
                    subsection  shall be  effective  only with  respect  to such
                    spouse.

         (d)      Commencement of Payments

                  (1)      Unless a  Participant  otherwise  elects in a writing
                           received  by  the  Plan  Administrator  prior  to the
                           Participant's  Annuity Starting Date,  payment of the
                           Participant's  Vested  Benefit  shall begin not later
                           than the 60th day after the close of the Plan Year in
                           which occurs the latest of:

                           (A)      the   Participant's   attainment  of  Normal
                                    Retirement Age;

                           (B)      the  10th  anniversary  of the date on which
                                    the Participant  commenced  participation in
                                    this Plan; or

                           (C)      the Participant's  termination of employment
                                    as an Employee,

                           provided  that  if  the  Participant  has  failed  to
                           provide  the  Plan   Administrator   with  sufficient
                           information as to age and marital status or any other
                           relevant information,  so that the amounts of payment
                           may not be determined,  or if the Participant  cannot
                           be  located,  then the Plan  Administrator  may delay
                           commencement  of  payments  for not more than 60 days
                           after the earliest  date on which the amount and form
                           of payment may be determined  under the terms of this
                           Plan, or the  Participant  is located.  The amount of
                           payment  in the  event  of  such  a  delay  shall  be
                           retroactive to the Participant's Retirement Date.

                           Notwithstanding  any provisions of this paragraph (1)
                           to the contrary, the failure of a Participant and the
                           Participant's  spouse to consent to the  distribution
                           of  a  benefit  while  that  benefit  is  immediately
                           distributable  pursuant  to  this  Section  shall  be
                           deemed to be an  election  to defer  commencement  of
                           payment of that benefit.

                  (2)      Any   provisions   of  this  Plan  to  the   contrary
                           notwithstanding,  the entire  vested  interest of the
                           Participant in benefits under this Plan:

                           (A)      will be distributed to the  Participant  not
                                    later   than  the   Participant's   Required
                                    Beginning Date, or

                           (B)      will be  distributed,  beginning  not  later
                                    than the  Participant's  Required  Beginning
                                    Date,  over the life of the  Participant  or
                                    over  the  lives  of the  Participant  and a
                                    designated beneficiary (or over a period not
                                    extending  beyond the life expectancy of the
                                    Participant  or the life  expectancy  of the
                                    Participant and a designated beneficiary).


                                       43
<PAGE>

                           For the  purpose  of  determining  the  amount  to be
                           distributed   as  of   the   Participant's   Required
                           Beginning Date, his Vested Benefit shall be valued as
                           of  December  31 of  the  calendar  year  immediately
                           preceding his Required Beginning Date.

                           The   Participant   may  elect  for  these   required
                           distributions  to be  paid  in any of  the  forms  of
                           benefit  described  in  Section  7.4,  subject to any
                           spousal consent  requirements that may apply pursuant
                           to  this  Plan.   Absent  such  an  election,   these
                           distributions  automatically  shall be payable in the
                           form described in Section 7.4(a).

                  (3)      If a Participant's interest is to be distributed in a
                           form other  than a Lump Sum,  the  following  minimum
                           distribution  rules  shall  apply  on  or  after  the
                           Participant's Required Beginning Date.

                           (A)      If  the  Participant's   benefit  is  to  be
                                    distributed  over (1) a period not extending
                                    beyond   the   life    expectancy   of   the
                                    Participant  or  the  joint  life  and  last
                                    survivor  expectancy of the  Participant and
                                    the  Participant's  Beneficiary,  or  (2)  a
                                    period   not   extending   beyond  the  life
                                    expectancy  of  the  Beneficiary,  then  the
                                    amount  required to be distributed  for each
                                    calendar year,  beginning with distributions
                                    for the first  distribution  calendar  year,
                                    must at least equal the quotient obtained by
                                    dividing  the  Participant's  benefit by the
                                    applicable life expectancy.

                           (B)      For calendar years beginning  before January
                                    1,  1989,  if the  Participant's  spouse (if
                                    any) is not the  Beneficiary,  the method of
                                    distribution  selected  must  assure that at
                                    least 50% of the present value of the amount
                                    available  for  distribution  is paid within
                                    the life expectancy of the Participant.

                           (C)      For calendar years  beginning after December
                                    31, 1988, the amount to be distributed  each
                                    year,  beginning with  distributions for the
                                    first distribution  calendar year, shall not
                                    be  less  than  the  quotient   obtained  by
                                    dividing  the  Participant's  benefit by the
                                    lesser   of   (1)   the   applicable    life
                                    expectancy,  or  (2)  if  the  Participant's
                                    spouse (if any) is not the Beneficiary,  the
                                    applicable divisor determined from the table
                                    set forth in Q&A-4 of sec.  1.401(a)(9)-2 of
                                    the  Income Tax  Regulations.  Distributions
                                    after the death of the Participant  shall be
                                    distributed   using  the   applicable   life
                                    expectancy  referenced in subsection  (3)(A)
                                    above as the relevant divisor without regard
                                    to Regulations sec. 1.401(a)(9)-2.

                           (D)      The minimum  distribution  required  for the
                                    Participant's  first  distribution  calendar
                                    year   must  be  made  on  or   before   the
                                    Participant's  Required  Beginning Date. The
                                    minimum   distribution  for  other  calendar
                                    years,  including  the minimum  distribution
                                    for the distribution  calendar year in which
                                    the  Participant's  Required  Beginning Date
                                    occurs,  must be made on or before  December
                                    31 of that distribution calendar year.

                  (4)      Any additional  amounts of Vested Benefit  accrued by
                           the  Participant  after his Required  Beginning  Date
                           shall be  distributed  annually in the form of a lump
                           sum  consistent  with the  requirements  of Code sec.
                           401(a)(9) and applicable regulations.

                                       44
<PAGE>

                  (5)      Once  distributions  have  begun to a 5% owner  under
                           this subsection, they must continue to be distributed
                           even if the Participant  ceases to be a 5% owner in a
                           subsequent year.

                  (6)      For the purposes of this subsection, "applicable life
                           expectancy"  means the life  expectancy (or joint and
                           last  survivor   expectancy)   calculated  using  the
                           attained  age  of  the   Participant  (or  designated
                           Beneficiary) as of the  Participant's  (or designated
                           Beneficiary's)  birthday in the  applicable  calendar
                           year reduced by one for each  calendar year which has
                           elapsed since the date the life  expectancy was first
                           calculated.

                           If the life  expectancy  is being  recalculated,  the
                           applicable   life   expectancy   shall  be  the  life
                           expectancy as so recalculated.

                           The  applicable  calendar  year  shall  be the  first
                           distribution   calendar   year,   and  if  the   life
                           expectancy   is   being   recalculated,   each   such
                           succeeding calendar year.

                           If annuity  payments  commence  before  the  Required
                           Beginning  Date, the applicable  calendar year is the
                           year such payments  commence.  If the distribution is
                           in the form of an immediate  annuity  purchased after
                           the   Participant's   death  with  the  Participant's
                           remaining  Vested  Benefit,  the applicable  calendar
                           year is the year of purchase.

                  (7)      Unless  otherwise  elected  by  the  Participant  (or
                           spouse, as applicable) by the time  distributions are
                           required  to  begin,  life   expectancies   shall  be
                           recalculated  annually.  If such an election has been
                           made by the Participant  (or spouse,  as applicable),
                           it shall be  irrevocable  as to the  Participant  (or
                           spouse) and shall apply to all subsequent years.

                           The life  expectancy of a nonspouse  beneficiary  may
                           not be recalculated.

7.6      Loans to Participants

         Each  Employee and former  Employee who is a party in interest,  within
         the meaning of Section 3(14) of the Employee Retirement Income Security
         Act of 1974,  as  amended,  may  apply to  obtain  loans  from the Plan
         according to the procedures and limits described below.

         (a)      Any  application  for a loan may only be made in writing,  and
                  will  become   effective   only  upon   receipt  by  the  Plan
                  Administrator.  The principal amount of the loan requested may
                  not be less than one thousand dollars ($1,000.00).

                  The written loan  application must demonstrate the applicant's
                  "immediate and heavy financial need" as that term is described
                  in  Section   4.2.5(b)(1)(A)   through  (D).  Subject  to  the
                  additional limitations of Section 7.6(f), the principal amount
                  of the loan may not  exceed the  amount of the  immediate  and
                  heavy financial need.

         (b)      The Plan Administrator may choose to grant or deny the request
                  in  a  reasonably  equivalent  and  nondiscriminatory  manner,
                  consistent  with the  requirements  of sec. 401 (and all other
                  relevant provisions) of the Internal Revenue Code, as amended.
                  However,  under no circumstances  shall a loan be made by this
                  Plan  to any  person  who is or is  deemed  to be (or has as a
                  member  of  his  immediate  family)  an  "owner-employee"  (as
                  defined in Code sec. 4975(d)) or a  "shareholder-employee"  of
                  an S  Corporation  (as  defined  in  Code  secs.  4975(d)  and
                  1379(d)).

                                       45
<PAGE>

         (c)      If the  request  is  granted  and an  amount  is loaned to the
                  Employee or former  Employee as described  above  (hereinafter
                  "the Borrower"),  the resulting  liability of the Borrower for
                  repayment of the loan to the Plan shall be  accounted  through
                  the  establishment of a Segregated  Investment Fund into which
                  the  principal  amount of the loan  shall be entered as of the
                  date on  which  the  amount  of the  loan is  provided  to the
                  Borrower.

                  Any such loan shall be treated as a directed investment by the
                  Borrower of Plan assets separate and apart from the Investment
                  Fund of the Insurance Company or any other assets of the Plan.
                  As such,  any earnings,  gains or losses  attributable  to the
                  loan shall be credited only to the Segregated  Investment Fund
                  representing  that loan, and shall in turn be allocated solely
                  to the Borrower's Individual Accounts.

         (d)      Each loan  shall  bear  interest  at a  reasonable  fixed rate
                  established  by the Plan  Administrator  with reference to the
                  economic  conditions and interest rates being charged by local
                  financial   institutions   for  similar   loans  with  similar
                  collateral  as of the  time  when the  loan  request  is being
                  processed. In addition, the Plan Administrator may require the
                  Borrower to pay any administrative  fees that are deemed to be
                  necessary to establish or maintain the  Segregated  Investment
                  Fund,  provided that all such fees or fee  schedules  shall be
                  disclosed  to the  Borrower  at the  time the loan is made and
                  again prior to any  modification  of such fees or schedules by
                  the  Plan  Administrator  (which  may be  enacted  by the Plan
                  Administrator   at  any  time  that  the  Plan   Administrator
                  determines  that  such  modification  is  appropriate,  in the
                  exercise of his or fiduciary  duty), and further provided that
                  the  ability  to  obtain  loans  from  the Plan  shall  remain
                  available to all Borrowers on a reasonably equivalent basis.

                  Loans shall not be made available to HCEs in an amount greater
                  than the amount made available to non-HCEs;  however,  maximum
                  loan amounts may vary  directly  according to the size of each
                  Participant's vested accrued benefit under this Plan.

                  Each  amount  received  in  repayment  of the  loan  shall  be
                  credited to the Borrower's  Segregated  Investment  Fund as of
                  the day on which it was  received  by the Plan  Administrator,
                  after its having first been reduced by any administrative fees
                  charged by the Plan  Administrator  pursuant to the  preceding
                  paragraph.

         (e)      Each loan shall be evidenced by a negotiable  promissory  note
                  signed by the Borrower within 90 days before the loan is made,
                  and  secured by a portion of the  Borrower's  Vested  Benefit,
                  with such  portion  equal to the amount  that is loaned to the
                  Borrower at the time of the loan's origination. The note shall
                  state that in the event of the Borrower's default on the loan,
                  the  Borrower  agrees  to be bound by the  provisions  of this
                  Plan, and particularly of this Section.

                  The  Plan   Administrator,   in  the   exercise  of  his  sole
                  discretion,   may   require   that   additional   security  or
                  documentation be provided by the Borrower.

         (f)      Immediately  after  the  origination  of any Plan  loan to the
                  Borrower,  the total amount of the outstanding balances of all
                  loans made to the  Borrower  from this Plan may not exceed the
                  lesser of:

                  (1)      50% of the  present  value of the  Borrower's  vested
                           interest  in  amounts  held  under  the  Plan  on the
                           Borrower's behalf  (determined  immediately after the
                           loan's origination); or


                                       46
<PAGE>

                  (2)      $50,000, reduced by the excess (if any) of:

                           (A)      the highest outstanding balance of all loans
                                    to  the   Borrower,   under  all   qualified
                                    retirement plans maintained by the Employer,
                                    during the one-year period ending on the day
                                    before the date as of which the most  recent
                                    loan was made, over

                           (B)      the outstanding  balance of all loans to the
                                    Borrower,  under  all  qualified  retirement
                                    plans  maintained  by the  Employer,  on the
                                    date as of which  the most  recent  loan was
                                    made.

                    For the purposes of this subsection (f), "Employer" shall be
                    as  defined in Article  II, and in  addition  shall mean any
                    other   employers   which  when  taken   together  with  the
                    Employer(s)  sponsoring  this Plan are  treated  as a single
                    employer  under  sec.  414(b),  (c) or  (m) of the  Internal
                    Revenue Code, as amended.

                    For the purposes of this subsection (f), simplified employee
                    pension plans shall not be regarded as qualified  retirement
                    plans.

         (g)      Each loan shall be subject to substantially level amortization
                  with payments at least quarterly.

         (h)      Each  loan  shall  be  distributed  (if at  all)  as  soon  as
                  reasonably  practicable,  but in any event  not later  than 90
                  days after the date on which the Plan  Administrator  receives
                  the prescribed loan request.

         (i)      Whenever  possible,  loans shall be repaid to the Plan through
                  periodic payroll  deductions from the Borrower's  Compensation
                  (if any).

         (j)      With the consent of the Plan  Administrator,  the Borrower may
                  at any time prepay an amount against the  outstanding  balance
                  of the loan; however, unless the entire outstanding balance is
                  prepaid,  repayment  installments  must  continue  to be  made
                  periodically according to the pre-arranged repayment schedule.

         (k)      At any time before it has been  completely  repaid  (including
                  principal  and  interest),  a loan under this Plan shall be in
                  default as of the earlier of:

                  (1)      the date an Employee (other than an Employee who is a
                           party in interest within the meaning of Section 3(14)
                           of the  Employee  Retirement  Income  Security Act of
                           1974, as amended) terminates Service;

                  (2)      the day  immediately  following the date on which any
                           periodic   installment  payment  required  under  the
                           Promissory  Note is not received by the holder of the
                           Note when due;

                  (3)      the date as of which any amount becomes distributable
                           to a Borrower  from the Plan,  including  for example
                           the Borrower's  date of  Retirement,  but only to the
                           extent  that such  distribution  would  result in the
                           loan balance equaling more than the Borrower's vested
                           interest   in   the   Plan's    assets   after   such
                           distribution; or

                  (4)      the fifth anniversary of the date on which the amount
                           of the loan was paid  from the Plan to the  Borrower,
                           EXCEPT,  that  loan  proceeds  used  to  acquire  any
                           dwelling unit which within a reasonable time is to be
                           used (determined at the time the loan is made) as the
                           principal  residence of the  Participant  shall be in
                           default not later than the tenth  anniversary  of the
                           date on which  the  amount  of the loan was paid from
                           the Plan to the Borrower.

                                       47
<PAGE>

         (l)      If a  default  occurs  due  to an  Employee's  termination  of
                  Service,  the entire loan balance  including  accrued interest
                  shall be due upon such  termination  of  Service.  If the Plan
                  Administrator as holder of the Promissory Note determines that
                  a loan  under this Plan is in  default,  then at the option of
                  the Plan Administrator, the Borrower may be given a reasonable
                  amount of time (in any event  not  exceeding  60 days) to cure
                  the default by repaying all amounts that have become due as of
                  that date.

                  If the default  results from a distribution of excess elective
                  deferrals   (pursuant   to  Code   sec.   402(g)(2)),   excess
                  contributions  (pursuant  to Code sec.  401(k)(8)),  or excess
                  aggregate contributions (pursuant to Code sec. 401(m)(6)),  if
                  any, then the Borrower may cure the default by repaying to the
                  Plan an amount sufficient to reduce the outstanding balance of
                  the loan to an amount  equal to not more  than the  Borrower's
                  vested   interest   in  Plan  assets   remaining   after  such
                  distribution.

         (m)      If there is security for the loan  available in addition to or
                  instead of the Borrower's vested interest in Plan assets, then
                  upon default,  the holder of the  Promissory  Note may (but is
                  not required to) look to that other  security for  liquidation
                  and repayment of the loan.

         (n)      To the extent  that a default of a loan is not cured or is not
                  repaid  through  security  other  than the  Borrower's  vested
                  interest  in the Plan's  assets,  then the Plan  Administrator
                  shall  reduce the  Borrower's  vested  interest  in the Plan's
                  assets.   The  amount  of  such  reduction   shall  equal  the
                  outstanding  balance of the loan,  including any interest that
                  has accrued as of that date of  determination,  except that if
                  the default has resulted  from a  distribution  of Plan assets
                  that has been made to bring the Plan into  compliance with any
                  of the  nondiscrimination  limits  and  tests  of the Code (as
                  specified e.g. in Code secs. 401(k), 401(m), or 415), then the
                  amount of the reduction  shall equal only that amount which is
                  necessary  to cure the  default by  reducing  the  outstanding
                  balance  of the  loan to an  amount  equal  to the  Borrower's
                  vested  interest  in the  Plan's  assets  as of  that  date of
                  determination and after the distribution has been made.

                  Any reduction in a Borrower's  vested  interest in Plan assets
                  accomplished  pursuant  to this  paragraph  shall  immediately
                  result  in  a  corresponding   reduction  and  offset  of  the
                  outstanding   balance   of  the  loan  as  of  that   date  of
                  determination.

                  However, under any circumstances, a Borrower's vested interest
                  in the  Plan's  assets  may not be  reduced  pursuant  to this
                  subsection (n) sooner or to a greater extent than such amounts
                  become  distributable  consistent  with the provisions of Code
                  sec. 401(k), all other relevant Code sections, and regulations
                  promulgated thereunder.

         (o)      In the  event  that a loan from  this  Plan to a  Borrower  is
                  treated as a  distribution  under Code sec.  72,  and/or under
                  applicable  Department of Labor  regulations,  the  Borrower's
                  obligation  to repay the loan shall  remain  unchanged by such
                  distribution treatment.

         (p)      When the Borrower is no longer  indebted  under the Promissory
                  Note (e.g.  due to the complete  repayment of the loan, or due
                  to  recovery  of  the  loan's  security  upon  default),   the
                  Borrower's Segregated Investment Fund shall then be closed.

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<PAGE>


                                  ARTICLE VIII

                               GENERAL PROVISIONS

8.1.1    Plan Modification: Authority

         The Company reserves the right to amend,  modify, or terminate the Plan
         at any time,  provided that no amendment or  modification  shall act to
         reduce the  balances  of the  Individual  Accounts  of any  Participant
         accrued to the time of such amendment or modification.

8.1.2    Plan Modification: Merger

         No merger,  consolidation,  or transfer of the assets or liabilities of
         this Plan  with or to any  other  qualified  plan  shall be  undertaken
         unless, after such merger, consolidation, or transfer, each Participant
         would, if the Plan then terminated, receive a benefit not less than the
         benefit  he would have  received  had the Plan  terminated  immediately
         prior to such merger, consolidation, or transfer.

8.1.3    Plan Modification: Termination

         Upon  termination or partial  termination of this Plan, or the complete
         discontinuance of contributions by the Employer (as defined in IRC Reg.
         1.401-6(c) and 1.411(d)-2(d)),  the rights of each affected Participant
         to benefits accrued to the date of termination or partial  termination,
         or the complete  cessation of contributions  by the Employer,  shall be
         fully vested to the extent  funded.  Distributions  due to  termination
         shall be made in a form  provided  for in this Plan and shall  meet any
         applicable requirements of Code sec. 401(a)(11), 411, and 417. However,
         Elective Contributions shall be distributed because of Plan termination
         only if the Employer  does not  establish or maintain a successor  plan
         within the meaning of IRC Reg.  1.401(k)-(1)(d)(3)  or because of other
         events described in IRC Reg. 1.401(k)-(1)(d)(1)(iii), (iv), and (v).

         If, after the  allocation of the Plan's  assets  pursuant to the Plan's
         termination,  all  liabilities  of the Plan have been satisfied in full
         and there  remain  surplus  Plan  assets not  necessary  to satisfy the
         liabilities  of the Plan,  such surplus  shall revert to the  Employer,
         consistent  with the  provisions of the  termination  amendment of this
         Plan.

8.2.1    Duties: Plan Administrator

         The Plan  Administrator has the discretionary  authority to control and
         manage the  operation  and  administration  of the Plan,  including the
         specific  duties  outlined below.  The Plan  Administrator  in his sole
         discretion  shall make such rules,  regulations,  interpretations,  and
         computations  and shall take such other actions to administer  the Plan
         as he may deem appropriate. Such rules, regulations,  computations, and
         other actions shall be conclusive and binding upon all persons.

         Duties  of the Plan  Administrator  include,  but are not  limited  to,
         determination  of benefits and eligibility to  participate,  payment of
         funds to the  Insurance  Company or Trustee,  authorization  of benefit
         payments and payment of any expenses incurred in the  administration of
         the Plan.  The Plan  Administrator  may  employ  such  consultants  and
         advisors as he deems necessary or desirable for carrying out his duties
         under the Plan.

8.2.2    Duties: Employer

         Duties of the  Employer  include,  but are not limited  to,  payment of
         funds to the  Insurance  Company or Trustee,  in addition to payment of
         any expenses  incurred in the  administration of the Plan. The Employer
         shall  indemnify  and hold harmless any fiduciary who is an employee of
         the Employer from any and all claims, loss, damages, expense (including
         counsel fees), and liability (including amounts paid in settlement with
         the Employer's written consent) arising from any act or omission of the
         fiduciary, except when the same is judicially determined to be done due
         to the gross negligence or willful misconduct of the fiduciary.

                                       49
<PAGE>

8.3      Benefit Claims Procedure

         Any Participant in this Plan, or his Beneficiary,  may make a claim for
         benefits due to him under this Plan by delivering a written application
         to the Plan  Administrator.  If a claim is wholly or partially  denied,
         notice of the  decision  shall be furnished to the claimant by the Plan
         Administrator  within 90 days  after  receipt  of the claim by the Plan
         Administrator unless special circumstances require an extension of time
         for processing the claim.  If an extension of time is required the Plan
         Administrator  shall furnish the claimant  with written  notice of that
         fact,  including  the  reason  why  an  extension  is  required  and an
         estimated date upon which a final decision is expected,  which shall be
         not later than 180 days after the claim was made. In that event, if the
         claim is denied  in whole or part,  written  notice of denial  shall be
         given as soon as  practicable,  but not later  than 180 days  after the
         claim was made.

         A notice of denial of a claim shall state:

         (a)      the specific reason or reasons for the denial;

         (b)      reference  to the  specific  Plan  provisions  upon  which the
                  denial was based; and

         (c)      a  description  of  any  additional  material  or  information
                  necessary  for  the  claimant  to  perfect  the  claim  and an
                  explanation of why such additional  material or information is
                  required.

         If this notice is not furnished  with the time period  provided in this
         Section, the claim shall be deemed wholly denied.

8.4      Review Procedure

         In the event that a claim is denied  under this Plan,  the  claimant or
         his  authorized  representative  may  apply  in  writing  to  the  Plan
         Administrator  within 60 days of receiving  notice of the denial or, if
         no  written  notice of denial is  received  within the  180-day  period
         prescribed in Section 8.3,  within 60 days after the expiration of said
         180-day period, asking that the denial be reviewed. This time limit may
         be extended by the Plan  Administrator  if an  extension  appears to be
         reasonable  in view  of the  nature  of the  claim  and  the  pertinent
         circumstances. Upon receipt of such application, the Plan Administrator
         shall afford the claimant an opportunity to review pertinent  documents
         and to submit  issues and  comments  in  writing.  A decision on review
         shall be  rendered  by the Plan  Administrator  not later  than 60 days
         after the claimant's application for review unless an extension of time
         for  processing is required,  in which case a decision will be made. If
         an extension of time is required, the Plan Administrator shall give the
         claimant  written  notice  of that fact  before  the  extension  period
         begins.  A decision  on review  shall be in writing  and shall  include
         specific  reasons for the decision and specific  references to the Plan
         provisions on which the decision is based.

         If the claimant has not received  written  decision on review within 60
         days after the request for review was  received,  or within 120 days if
         an extension of time was required,  the claim will be considered wholly
         denied on review.

                                       50
<PAGE>

8.5      Qualification of the Plan and Conditions of Contributions

         This Plan,  together with any  insurance or annuity  contracts or trust
         agreement  used in  conjunction  with  it,  is  intended  to  meet  the
         requirements  of  the  Internal  Revenue  Service  for  approval  as  a
         tax-exempt  plan or trust under sec.  401 of the Code.  Any  amendments
         which  may be  necessary  to  meet  these  requirements  shall  be made
         retroactive  to the date  upon  which  the Plan  failed  to meet  these
         requirements.

         This Plan is adopted  with the intent  and on the  conditions  that the
         Internal  Revenue  Service  shall by  ruling  or  determination  letter
         establish that the Plan is  "qualified"  within the meaning of sec. 401
         of the Code,  that any trust which is part of this Plan at its adoption
         is  exempt  from  taxation  pursuant  to sec.  501 of the Code and that
         contributions  to the Plan by the Employer are  deductible  pursuant to
         sec.  404  of the  Code.  If any of  these  conditions  are  determined
         initially  by the  Internal  Revenue  Service  not to be the case,  all
         contributions  to this Plan  made  prior to such  determination  by the
         Internal Revenue Service shall be returned to the person or persons who
         made them within one year after the date of denial of  qualification of
         the Plan and the Plan shall  terminate  unless the Employer  amends the
         Plan to meet these  conditions  and such amendment is determined by the
         Internal  Revenue Service to meet these  conditions,  PROVIDED that the
         application for such  determination  was 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.

         Contributions  to  this  Plan  are  made  with  the  intent  and on the
         condition that such  contributions are deductible under sec. 404 of the
         Code. If any  contribution by the Employer is disallowed as a deduction
         by the Internal  Revenue  Service  then, to the extent the deduction is
         disallowed,  the contribution  shall be refunded to the Employer within
         one year after the  disallowance of the deduction.  If any contribution
         by the Employer is made by a mistake of fact, such  contribution  shall
         be  refunded to the  Employer  within one year after the payment of the
         contribution.

         If a refund occurs pursuant to this Section,  the amount which shall be
         returned to the  Employer  shall be the excess of the amount  which was
         contributed  over the  amount  (1) which was  deductible,  or (2) which
         would have been contributed absent the mistake of fact (as the case may
         be),  without any earnings but net of any losses  attributable  to such
         excess.

8.6      Beneficiaries

         Any payments due under the Plan to a Participant's Beneficiary shall be
         paid  according to the  Beneficiary  designation  last filed in writing
         with the Plan Administrator by the Participant.  If no such designation
         is made, payments shall be made in the following order of priority:

         (a)      to the surviving spouse of the Participant;

         (b)      if no spouse survives the Participant, then to the children of
                  the  Participant  in  equal  shares,  with a share by right of
                  representation to the then surviving  children of any deceased
                  child; or

         (c)      if neither a spouse,  children nor  grandchildren  survive the
                  Participant, then to the Participant's estate.

8.7      Spendthrift Clause

         (a)      General Rule

                  Subject to the exception  specified in  subsection  (b) below,
                  benefits  payable  under this Plan shall not be subject in any
                  manner   to   anticipation,    alienation,   sale,   transfer,
                  assignment,   pledge,   encumbrance,    charge,   garnishment,



                                       51
<PAGE>

                  execution,   or  levy  of  any  kind,   either   voluntary  or
                  involuntary, including any such liability which is for alimony
                  or  other  payments  for the  support  of a spouse  or  former
                  spouse,  or for any other  relative of the Employee,  prior to
                  actually being received by the person  entitled to the benefit
                  under the terms of the Plan except as provided below,  and any
                  attempt  to  anticipate,  alienate,  sell,  transfer,  assign,
                  pledge, encumber,  charge or otherwise dispose of any right to
                  benefits payable hereunder shall be void; also, the Plan shall
                  not in any manner be liable  for,  nor  subject to, the debts,
                  contracts,  liabilities,  engagements  or torts of any  person
                  entitled to benefits hereunder.

         (b)      Exception

                  The  provisions of subsection  (a) above to the contrary shall
                  not  withstand  a right to a benefit  payable  under this Plan
                  that has been created,  assigned or  recognized  pursuant to a
                  "qualified  domestic relations order", as defined in Code sec.
                  414(p).  Administration  of the Plan with respect to qualified
                  domestic  relations  orders  shall at all times be  consistent
                  with Code sec. 414, regulations  promulgated  thereunder,  and
                  any  other  provisions  of state and  federal  law that may be
                  applicable.  Payment  of  a  benefit  to  an  alternate  payee
                  pursuant to a qualified  domestic  relations order may be made
                  prior  to  the  time  such  payment   could  be  made  to  the
                  Participant, provided that such payment is consistent with the
                  provisions of this Plan in all respects except for the time of
                  payment.

8.8      Owner-Employees: Other Trades or Businesses

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

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

8.9      Limitations of the Employer's Liability

         To the extent  permitted  by law, the  liability  of the Employer  with
         respect to any and all obligations arising from or in any way connected
         with this Plan shall be limited to amounts already contributed.

8.10     Non-Guarantee of Employment

         This  Plan  shall  not  be  considered  to  constitute  a  contract  of
         employment  and nothing  contained  in the Plan shall give any Employee
         the right to be retained in employment, nor shall anything contained in
         the Plan interfere with the Employer's right to discharge or retire any
         Employee  at any  time.  Participation  in the Plan  shall not give any
         Employee  any right or claim in any  benefits  except  as  specifically
         provided in this Plan.

8.11     Applicable Law

         The  provisions  of  this  Plan  shall  be  governed,   construed,  and
         administered  in  accordance  with  federal law, and to the extent that
         state law is not  preempted  by  federal  law,  the law of the state of
         Colorado.




                                       52
<PAGE>

                                   ARTICLE IX

                                DIRECT ROLLOVERS

9.1      General Rule

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

9.2      Definitions

         (a)      Eligible   rollover   distribution:   An   eligible   rollover
                  distribution is any  distribution of all or any portion of the
                  balance  to the  credit  of the  distributee,  except  that an
                  eligible   rollover   distribution   does  not  include:   any
                  distribution  that is one of a series of  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 require under sec. 401(a)(9) of the Code;
                  and the portion of any distribution  that is not includable in
                  gross income  (determined  without regard to the exclusion for
                  net   unrealized   appreciation   with   respect  to  employer
                  securities).

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

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

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