PRIME COMPANIES, INC.
                                         401(k) PLAN

                                  SUMMARY PLAN DESCRIPTION

<PAGE>
TABLE OF CONTENTS


                                             I
                                  INTRODUCTION TO YOUR PLAN


                                             II
                             GENERAL INFORMATION ABOUT YOUR PLAN

1.        General Plan Information                                       2
2.        Employer Information                                           2
3.        Plan Administrator Information                                 3
4.        Plan Trustee Information                                       3
5.        Service of Legal Process                                       4


                                             III
                                 PARTICIPATION IN YOUR PLAN

1.        Eligibility Requirements                                       4
2.        Participation Requirements                                     4
3.        Excluded Employees                                             4



                                             IV
                                 CONTRIBUTIONS TO YOUR PLAN

1.        Employer Contributions to the Plan                             5
2.        Participant Salary Reduction Election                          6
3.        Your Share of Employer Contributions                           7
4.        Compensation                                                   8
5.        Forfeitures                                                    9
6.        Transfers From Qualified Plans (Rollovers)                     9
7.        Directed Investments                                           9


                                              V
                                  BENEFITS UNDER YOUR PLAN

1.        Distribution of Benefits Upon Normal Retirement               10
2.        Distribution of Benefits Upon Late Retirement                 10
3.        Distribution of Benefits Upon Death                           10
4.        Distribution of Benefits Upon Disability                      11
5.        Distribution of Benefits Upon Termination of Employment       11
6.        Vesting in Your Plan                                          12
7.        Benefit Payment Method                                        13
8.        Hardship Distribution of Benefits                             13
9.        Treatment of Distributions From Your Plan                     14
10.       Domestic Relations Order                                      15
11.       Pension Benefit Guaranty Corporation                          15



                                             VI

                                        SERVICE RULES

1.        Year of Service                                               15
2.        Hour of Service                                               16
3.        1-Year Break in Service                                       16
4.        Uniformed Services Employment and
              Reemployment Rights Act                                   16

                                             VII
                                YOUR PLAN'S "TOP HEAVY RULES"

1.        Explanation of "Top Heavy Rules"                              17

                                            VIII
                                            LOANS

1.        Loan Requirements                                             18



                                             IX
                          CLAIMS BY PARTICIPANTS AND BENEFICIARIES

1.        The Claims Review Procedure                                   20


                                              X
                                  STATEMENT OF ERISA RIGHTS

1.        Explanation of Your ERISA Rights                              21



                                             XI
                           AMENDMENT AND TERMINATION OF YOUR PLAN

1.        Amendment                                                      22
2.        Termination                                                    22



                               PRIME COMPANIES, INC.
                                    401(k) PLAN

                            SUMMARY PLAN DESCRIPTION
                                        I

INTRODUCTION TO YOUR PLAN
PRIME COMPANIES, INC. wishes to recognize the efforts its
employees have made to its success and to reward them by
adopting a 401(k) Profit Sharing Plan and Trust. This 401(k)
Profit Sharing Plan will be for the exclusive benefit of
eligible employees and their beneficiaries.
Your Plan is a "salary reduction plan." It is also called a
"401(k) plan." Under this type of plan, you may choose to
reduce your compensation and have these amounts contributed to
this Plan on your behalf.

The purpose of this Plan is to reward eligible employees for
long and loyal service by providing them with retirement
benefits.

Between now and your retirement, your Employer intends to make
contributions for you and other eligible employees. When you
retire, you will be eligible to receive the value of the
amounts which have accumulated in your account.

Your Employer has the right to submit this Plan to the
Internal Revenue Service for approval. The Internal Revenue
Service will issue a "determination letter" to your Employer
approving this Plan as a "qualified" retirement plan, if this
Plan meets specific legal requirements.

Other participating Employers have adopted the provisions of
this Plan. (See the Section in this Summary entitled "Employer
Information. ")

This Summary Plan Description is a brief description of your
Plan and your rights, obligations, and benefits under that
Plan. Some of the statements made in this Summary Plan
Description are dependent upon this Plan being "qualified"
under the provisions of the Internal Revenue Code. This
Summary Plan Description is not meant to interpret, extend, or
change the provisions of your Plan in any way. The provisions
of your Plan may only be determined accurately by reading the
actual Plan document.

A COPY OF YOUR PLAN IS ON FILE AT YOUR EMPLOYER'S OFFICE AND
MAY BE READ BY YOU, YOUR BENEFICIARIES, OR YOUR LEGAL
REPRESENTATIVES AT ANY REASONABLE TIME. IF YOU HAVE ANY
QUESTIONS REGARDING EITHER YOUR PLAN OR THIS SUMMARY PLAN
DESCRIPTION, YOU SHOULD ASK YOUR PLAN'S ADMINISTRATOR. IN THE
EVENT OF ANY DISCREPANCY BETWEEN THIS SUMMARY PLAN DESCRIPTION
AND THE ACTUAL PROVISIONS OF THE PLAN, THE PLAN WILL GOVERN.



<PAGE>
                                             II
                             GENERAL INFORMATION ABOUT YOUR PLAN

There is certain general information which you may need to
know about your Plan. This information has been summarized for
you in this section.

1.        General Plan Information

PRIME COMPANIES, INC. 401(k) PLAN is the name of your Plan.

Your Employer has assigned Plan Number 001 to your Plan.

The provisions of your Plan become effective on January 1,
1998, which is called the Effective Date of the Plan.
Your Plan's records are maintained on a twelve-month period of
time. This is known as the Plan Year. The Plan Year begins on
January 1st and ends on December 31st.

Certain valuations and distributions are made on the
Anniversary Date of your Plan. This date is December 31.

The contributions made to your Plan will be held and invested
by the Trustee of your Plan.

Your Plan and Trust will be governed by the laws of the State
of California.

2.        Employer Information

Your Employer's name, address and identification number are:

PRIME COMPANIES, INC.
155 Montgomery Street, Suite 406
San Francisco, California 94104
52-203 1531

Your Plan allows other employers to adopt its provisions. You
or your beneficiaries may examine or obtain a complete list of
employers, if any, who have adopted your Plan by making a
written request to the Administrator.

Other Employers who have adopted the provisions of the Plan
are:

MID-CAL EXPRESS (dba COUNTRYWIDE TRUCK SERVICE)
21496 Main Street, Grand Terrace
PO Box 630, Colton, California 92324
(800) 297-4429
77-0416473

MID-CAL LOGISTICS
c/o P. O. Box 630
Colton, California 92324
(800) 297-4429
33-0765034

3.        Plan Administrator Information

The name, address and business telephone number of your Plan's
Administrator are:

PRIME COMPANIES, INC.
155 Montgomery Street, Suite 406
San Francisco, California 94104
(415) 398-4242

Your Plan's Administrator keeps the records for the Plan and
is responsible for the administration of the Plan. The
Administrator has discretionary authority to construe the
terms of the Plan and make determinations on questions which
may affect your eligibility for benefits. Your Plan's
Administrator will also answer any questions you may have
about your Plan.

4.        Plan Trustee Information

The names of your Plan's Trustees are:

David Lefkowitz
Irving Pfeffer

The Trustees shall collectively be referred to as Trustee
throughout this Summary Plan Description.
The principal place of business of your Plan's Trustee is:

155 Montgomery Street, Suite 406
San Francisco, California 94104

Your Plan's Trustee has been designated to hold and invest
Plan assets for the benefit of you and other Plan
participants. The trust fund established by the Plan's Trustee
will be the funding medium used for the accumulation of assets
from which benefits will be distributed.

<PAGE>
3.        Service of Legal Process

The name and address of your Plan's agent for service of legal
process are:

PRIME COMPANIES, INC.
155 Montgomery Street, Suite 406San Francisco, California
94104

Service of legal process may also be made upon the Trustee or
Administrator.

                                             III
                                 PARTICIPATION IN YOUR PLAN

Before you become a member or a "participant" in the Plan,
there are certain eligibility and participation rules which
you must meet. These rules are explained in this section.

1.        Eligibility Requirements

You will be eligible to participate in the Plan if you have
completed six (6) months of service and have attained age 21.

You will have completed six (6) months of service if you are
in the employ of your Employer six (6) months after your
employment commencement date.

2.        Participation Requirements

Once you have satisfied your Plan's eligibility requirements,
your next step will be to actually become a member or a
"participant" in the Plan. You will become a participant on a
specified day of the Plan Year. This day is called the
Effective Date of Participation.

You will become a participant on the first day of the month
coinciding with or next following the date you satisfy the
eligibility requirements.

3.        Excluded Employees

There are certain employees of PRIME COMPANIES, INC. who will
not be eligible to participate in your Plan. Those employees
are:

(a)       employees who are leased employees.

(b)       employees whose employment is governed by a collective
bargaining agreement under which retirement benefits were the
subject of good faith bargaining, unless such agreement
expressly provides for participation in this Plan.

(c)       certain nonresident aliens who have no earned income
from sources within the United States.

<PAGE>
                                             IV
                                 CONTRIBUTIONS TO YOUR PLAN

1.        Employer Contributions to the Plan

Each year, your Employer will contribute to your Plan the
following amounts:

(a) The total amount of the salary reduction you elected to
defer. (See the Section in this Article entitled "Participant
Salary Reduction Election. ")

(b) A matching contribution equal to 25.0% of the amount of
the salary reduction you elected to defer plus a discretionary
percentage of the amount of the salary reduction you elected
to defer, which percentage will be determined each year by the
Employer.

In applying this matching percentage, however, only salary
reductions up to $2,000 annually will be considered.

You must complete a Year of Service during the Plan Year and
be actively employed on the last day of the Plan Year to share
in the matching contribution.

Each year, your Employer may contribute to your Plan the
following amounts:

(a)       On behalf of each non-highly compensated participant and
non-key employee, a special discretionary "qualified"
contribution equal to a uniform percentage of your
compensation, which percentage will be determined each year by
the Employer.

You must complete a Year of Service during the Plan Year and
be actively employed on the last day of the Plan Year to share
in this special contribution.

(b)       A discretionary profit sharing amount in addition to the
special contribution, which amount will be determined each
year by your Employer.

You must complete a Year of Service during the Plan Year and
be actively employed on the last day of the Plan Year to share
in this contribution.

In determining your eligibility to share in contributions for
the year, there are special rules which apply if your
employment terminates due to your Retirement (Normal or Late),
Total and Permanent Disability or death.

In such cases, you will be eligible to share in the
contributions made by your Employer in accordance with the
following:

If the reason your employment terminated is due to your
Retirement (Normal or Late), Total and Permanent Disability or
death, then you will be eligible to share in the contribution
for the year without regard to whether you satisfied the
requirements explained above.

2.        Participant Salary Reduction Election

As a participant, you may elect to defer up to 15.0% of your
compensation each year instead of receiving that amount in
cash. However, your total deferrals in any taxable year may
not exceed a dollar limit which is set by law. The limit for
1998 is $10,000. This limit may be increased in future years
for cost of living changes.

The amount you elect to defer will be deducted from your pay
in accordance with a procedure established by your Employer
and Administrator. The procedure will require that you enter
into a written salary reduction agreement after you satisfy
the Plan's eligibility requirements. You will be permitted to
modify your election during the Plan Year. However, changes to
a salary reduction election are only permitted twice each
year, prior to the first day of a Plan Year and the first day
of the seventh month of a Plan Year. You are also permitted to
revoke your election any time during the Plan Year.

The amount you elect to defer, and any earnings on that
amount, will not be subject to income tax until it is actually
distributed to you. This money will, however, be subject to
Social Security taxes at all times.

You should also be aware that the annual dollar limit is an
aggregate limit which applies to all deferrals you may make
under this plan or other cash or deferred arrangements
(including tax-sheltered 403(b) annuity contracts, simplified
employee pensions or other 401(k) plans in which you may be
participating). Generally, if your total deferrals under all
cash or deferred arrangements for a calendar year exceed the
annual dollar limit, the excess must be included in your
income for the year. For this reason, it is desirable to
request in writing that these excess deferrals be returned to
you. If you fail to request such a return, you may be taxed a
second time when the excess deferral is ultimately distributed
from the Plan.

You must decide which plan or arrangement you would like to
have return the excess. If you decide that the excess should
be distributed from this Plan, you should communicate this in
writing to the Administrator no later than the March 1st
following the close of the calendar year in which such excess
deferrals were made. If the entire dollar limit is exceeded in
this Plan or any other plan maintained by the Employer, you
will be deemed to have notified the Administrator of the
excess. The Administrator will then return the excess deferral
and any earnings to you by April 15th.

In the event you receive a hardship distribution from your
deferrals to this Plan pursuant to your certification and
agreement that certain conditions are satisfied or any other
plan maintained by your Employer, you will not be allowed to
make additional salary reductions for a period of twelve (12)
months after you receive the distribution. Furthermore, the
dollar limitation set by law with respect to your taxable year
following the year in which you received the distribution,
will be reduced by your salary reductions, if any, for the
taxable year of the distribution.

You will always be 100% vested in the amount you deferred.
This means that you will always be entitled to all of the
deferred amount. This money will, however, be affected by any
investment gains or losses. If the Trustee invested this money
and there was a gain, the balance in your account would
increase. Of course, if there was a loss, the balance in your
account would decrease. Your interest in this account cannot
be forfeited for any reason.

Distributions from your deferred account (including any offset
of loans) are not permitted before age 59 1/2 EXCEPT in the
event of:

(a)       death;

(b)       disability;

(c)       separation from service; or

(d)       reasons of proven financial hardship (See the Section in
the Article entitled "Hardship Distribution of Benefits ").

In addition, if you are a highly compensated employee
(generally owners, officers or individuals receiving wages in
excess of certain amounts established by law), a distribution
from your deferred account of certain excess contributions may
be required to comply with the law. The Administrator will
notify you when a distribution is required.

3.        Your Share of Employer Contributions

Your Employer will allocate the amount you elect to defer to
an account maintained by the Trustee on your behalf.

If you are eligible, your Employer will also allocate the
matching contribution and the special "qualified" contribution
made to the Plan on your behalf. (See the Section in this
Article entitled "Employer Contributions to the Plan. ")

Your Employer's discretionary profit sharing contribution will
be "allocated" or divided among participants eligible to share
in the contribution for the Plan Year. Your share of the
contribution will depend upon how much compensation you
received during the year and the compensation received by
other eligible participants.

The profit sharing contribution will be allocated to your
account in the same proportion that your compensation in
excess of the Social Security Taxable Wage Base (also called
"excess compensation") plus your compensation bears to the
total "excess compensation" plus compensation of all eligible
participants. However, the maximum amount which can be
allocated to you in this first step is 5.7% of your "excess
compensation" plus your compensation.

If after the first step of the allocation process there still
remains a portion of your Employer's profit sharing
contribution which has not yet been allocated, then the
remainder will be allocated to you in the same proportion that
your compensation bears to the total compensation of all
participants.

If your Employer maintains two or more plans providing for an
allocation or benefit in excess of a portion of your
compensation, then the allocation above may be adjusted. The
Administrator will notify you if your allocation will be
affected.

For any short Plan Year, the Social Security Taxable Wage Base
will be prorated.
In addition to the Employer's contributions made to your
account, your account will be credited annually with a share
of the investment earnings or losses of the trust fund.

You should also be aware that the law imposes certain limits
on how much money may be allocated to your account for a year.
These limits are extremely complex but generally no more than
the lesser of $30,000 or 25% of your compensation may be
allocated to you (excluding earnings or losses) in any year.
The Administrator will inform you if these limits have
affected you.

4.        Compensation

For the purposes of your Plan, compensation has a special
meaning. Compensation is defined as your total compensation
that is subject to income tax, that is, all of your
compensation paid to you by your Employer during a Plan Year,
including your salary reduction contributions to any plan or
arrangement maintained by your Employer.

For the first year of your participation in the Plan, your
compensation will be recognized for benefit purposes for the
entire Plan Year.

The Plan, by law, cannot recognize compensation in excess of
$160,000. This amount will be adjusted in future years for
cost of living increases. It will also be applied to certain
highly compensated employees and their family members as if
they were a single participant. If you or a member of your
family may be affected by this rule, ask your Administrator
for further details. For any short Plan Year, the adjusted
limit will be prorated based upon the number of full months in
the short Plan Year.

5.        Forfeitures

Forfeitures are created when participants terminate employment
before becoming entitled to their full benefits under the
Plan. Your account may grow from the forfeitures of other
participants. Forfeitures will be "allocated" or divided among
participants eligible to share for a Plan Year. However, a
portion of forfeited amounts will be used to reduce your
Employer contributions to the Plan.

6.        Transfers From Qualified Plans (Rollovers)

At the discretion of the Administrator, you may be permitted
to deposit into your Plan distributions you have received from
other plans. Such a deposit is called a "rollover" and may
result in tax savings to you. You should consult qualified
counsel to determine if a rollover is in your best interest.

Your rollover will be placed in a separate account called a
"participant's rollover account." The Administrator may
establish rules for investment.

You will always be 100% vested in your "rollover account."
This means that you will always be entitled to all of your
rollover contributions. Rollover contributions will be
affected by any investment gains or losses. If the Trustee
invested this money and there was a gain, the balance in your
account would increase. Of course, if there were a loss from
an investment, the balance in your account would decrease.

7.           Directed Investments

Your Employer has established procedures to permit you to
direct the investment of contributions made by you or on your
behalf to the Plan. These are called the "Participant
Direction Procedures" and consist of the forms you will be
asked to complete. You should request a copy of these
materials from the Administrator. You need to follow these
procedures when you direct investments by giving instructions
to the Administrator. You should review the information in
these materials carefully before you give investment
directions. In addition, the materials indicate how you can
obtain other important information available from the
Administrator on directed investments.

The Plan is intended to be a plan described in Section 404(c)
of the Employee Retirement Income Security Act of 1974. If the
Plan complies with this Section, which it intends to do, then
the fiduciaries of the Plan, including the Employer, the
Administrator and the Trustee, will be relieved of any legal
liability for any losses which are the direct and necessary
result of the investment directions that you give. The
Participant Direction Procedures must be followed in giving
investment directions. If you fail to do so, then your
investment directions need not be followed. You are not
required to direct investments. If you choose not to direct
investments, then the Trustee is responsible for investing
your accounts in a prudent manner.

When you direct investments, your accounts are segregated for
purposes of determining the gains, earnings or losses on these
investments. Your account does not share in the investment
performance for other Participants who have directed their own
investments.

In directing your investments, you should remember that the
amount of your benefits under the Plan will depend in part
upon your choice of investments. If you choose investments
which produce gains and other earnings, your benefits will
tend to increase in value over the period your investments
perform accordingly. Conversely, if you choose investments
that have losses, your benefits will tend to decrease in value
over the period your investments perform accordingly. Losses
can occur. There are no guarantees of performance, and neither
the Employer, the Administrator, the Trustee, nor any of their
representatives provide investment advice or insure or
otherwise guarantee the value or performance of any investment
you choose.

You may direct the Trustee as to the investment of your entire
interest in the Plan.

                                              V
                                  BENEFITS UNDER YOUR PLAN

1.        Distribution of Benefits Upon Normal Retirement

Your Normal Retirement Date is the first day of the month
coinciding with or next following your Normal Retirement Age.

You will attain your Normal Retirement Age when you reach your
651h birthday.

At your Normal Retirement Age, you will be entitled to 100% of
your account balance. Payment of your benefits will, at your
election, occur as soon as practicable following your Normal
Retirement Date. If you continue working after your Normal
Retirement Age, you may defer receipt of your benefits until
your Late Retirement Date or, if earlier, the April 1st
following the end of the year in which you attain age 70 1/2.

2.        Distribution of Benefits Upon Late Retirement

You may remain employed past your Plan's Normal Retirement
Date and retire instead on your Late Retirement Date. Your
Late Retirement Date is the first day of the month coinciding
with or next following the date you choose to retire after
first having reached your Normal Retirement Date. On your Late
Retirement Date, you will be entitled to 100% of your Account.
Actual benefit payment will occur as soon as practicable
following your Late Retirement Date.

3.        Distribution of Benefits Upon Death

Your beneficiary will be entitled to a single lump-sum
distribution of 100% of your account balance upon your death.

If you are married at the time of your death, your spouse will
be the beneficiary of the death benefit, unless you otherwise
elect in writing on a form to be furnished to you by the
Administrator. IF YOU WISH TO DESIGNATE A BENEFICIARY OTHER
THAN YOUR SPOUSE, HOWEVER, YOUR SPOUSE MUST IRREVOCABLY
CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT. YOUR SPOUSE'S
CONSENT MUST BE IN WRITING, BE WITNESSED BY A NOTARY OR A PLAN
REPRESENTATIVE AND ACKNOWLEDGE THE SPECIFIC NONSPOUSE
BENEFICIARY.

If, however,

(a)       your spouse has validly waived any right to the death
benefit in the manner outlined above,

(b)       your spouse cannot be located; or

(c)       you are not married at the time of your death,

then your death benefit will be paid to the beneficiary of
your own choosing in a single lump sum. You may designate the
beneficiary on a form to be supplied to you by the
Administrator. If you change your designation, your spouse
must again consent to the change.

Regardless of the method of distribution selected, your entire
death benefit must generally be paid to your beneficiaries
within five years after your death (the "5-year rule").
However, if your designated beneficiary is a person (instead
of your estate or most trusts), then you or your beneficiary
may elect to have minimum distributions begin within one year
of your death and it may be paid over the designated
beneficiary's life expectancy (the "1-year rule"). If your
spouse is the beneficiary, then under the "1-year rule," the
start of payments may be delayed until the year in which you
would have attained age 70 1/2. The election to have death
benefits distributed under the "1-year rule" instead of the
"5-year rule" must be made no later than the time at which
minimum distributions must commence under the "1-year rule"
(or, in the case of a surviving spouse, the "5-year rule," if
earlier).

Since your spouse has certain rights in the death benefit, you
should immediately report any change in your marital status to
the Administrator.

4.        Distribution of Benefits Upon Disability

Under your Plan, disability is defined as a physical or mental
condition resulting from bodily injury, disease, or mental
disorder which renders you incapable of continuing any gainful
occupation with your Employer. This condition must constitute
total disability under the federal Social Security Acts.

If you become disabled while a participant, you will be
entitled to 100% of your account balance. Payment of your
disability benefits will be made to you as if you had retired.
(See the Section in this Article entitled "Benefit Payment
Method. ")

5.        Distribution of Benefits Upon Termination of Employment

Your Plan is designed to encourage you to stay with your
Employer until retirement. Payment of your account balance
under your Plan is available upon your death, disability or
retirement.

If your employment terminates for reasons other than those
listed above, you will be entitled to receive only your
"vested percentage" of your account balance and the remainder
of your account will be forfeited. Only contributions made by
your Employer are subject to forfeiture. (See the Section in
this Article entitled "Vesting in Your Plan. ")

If you so elect, the Administrator will direct the Trustee to
distribute your vested benefit to you before the date it would
normally be distributed (upon your death, disability or
retirement). If your vested benefit under the Plan at the time
of any prior distribution exceeded $3,500 or currently exceeds
$3,500, you must give written consent before the distribution
may be made.

If your vested benefit under the Plan at the time of any prior
distribution did not exceed $3,500 and currently does not
exceed $3,500, the Administrator will direct the Trustee to
distribute your vested benefit to you before the date it would
normally be distributed (upon your death, disability or
retirement). This earlier distribution will be made within a
reasonable time after you terminate employment.

6.        Vesting in Your Plan

Your "vested percentage" in your account is determined under
the following schedules and is based on vesting Years of
Service. You will always, however, be 100% vested upon your
Normal Retirement Age. (See the Section in this Article
entitled "Distribution of Benefits Upon Normal Retirement. ")

Vesting Schedule

Employer Discretionary Contributions

Years of Service                      Percentage
Less than 3                                0 %
3                                         20 %
4                                         40 %
5                                         60 %
6                                         80 %
7                                        100 %

Vesting Schedule
Matching Contributions

Years of Service                      Percentage
Less than 3                                0 %
3                                         20 %
4                                         40 %
5                                         60 %
6                                         80 %
7                                        100 %

However, matching contributions attributable to either salary
reduction amounts in excess of $10,000, or salary reduction
amounts that are distributed in a corrective distribution,
will be forfeited.

Regardless of the vesting schedules above, you are always 100%
vested in your salary reduction amounts and your Employer
special contributions contributed to the Plan.

Your vested benefit will normally be distributed to you or
your beneficiary upon your death, disability or retirement.

7.        Benefit Payment Method

At the time you are entitled to receive a distribution under
the Plan, the Administrator will direct the Trustee to pay
your benefits to you in one lump-sum cash payment or in
property.

If you elect to delay the receipt of benefits, there are other
rules which generally require minimum payments to begin no
later than the April 1st following the year in which you reach
age 70 1/2. You should see the Administrator if you feel you
may be affected by this rule.

8.        Hardship Distribution of Benefits

The Administrator may direct the Trustee to distribute up to
100 % of your account balance attributable to your salary
reduction election in the event of immediate and heavy
financial need. This hardship distribution is not in addition
to your other benefits and will therefore reduce the value of
the benefits you will receive at normal retirement.

Withdrawal will be authorized only if the distribution is to
be used for one of the following purposes:

(a)       The payment of expenses for medical care (described in
Section 213(d) of the Internal Revenue Code) previously
incurred by you or your dependent or necessary for you or your
dependent to obtain medical care;

(b)       The costs directly related to the purchase of your
principal residence (excluding mortgage payments);

(c)       The payment of tuition, related educational fees, and
room and board expenses for the next twelve (12) months of
post-secondary education for yourself, your spouse or
dependent;

(d)       The payment necessary to prevent your eviction from your
principal residence or foreclosure on the mortgage of your
principal residence.

A distribution will be made from your account, but only if you
certify and agree that all of the following conditions are
satisfied:

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

(b)       You have obtained all distributions, other than hardship
distributions, and all nontaxable (at the time of the loan)
loans currently available under all plans maintained by your
Employer;

(c)       That your elective contributions and employee
contributions will be suspended for at least twelve (12)
months after your receipt of the hardship distribution; and

(d)       That you will not make elective contributions for your
taxable year immediately following the taxable year of the
hardship distribution, except to the extent permitted by the
Plan.

In addition to these rules, there are restrictions placed on
hardship distributions which are made from certain accounts.
These accounts are generally the accounts which receive your
salary reduction contributions and other Employer
contributions which are used to satisfy special rules that
apply to 401(k) plans. Any hardship distribution from these
accounts will be limited, as of the date of distribution, to
your total salary reduction contributions, reduced by the
amount of any previous distributions made to you from these
accounts. Ask your Administrator if you need further details.

9.        Treatment of Distributions From Your Plan

Whenever you receive a distribution from your Plan, it will
normally be subject to income taxes. You may, however, reduce,
or defer entirely, the tax due on your distribution through
use of one of the following methods:

(a)       The rollover of all or a portion of the distribution to
an Individual Retirement Account (IRA) or another qualified
employer plan. This will result in no tax being due until you
begin withdrawing funds from the IRA or other qualified
employer plan. The rollover of the distribution, however, MUST
be made within strict time frames (normally, within 60 days
after you receive your distribution). Under certain
circumstances all or a portion of a distribution may not
qualify for this rollover treatment. In addition, most
distributions will be subject to mandatory federal income tax
withholding at a rate of 20 %. This will reduce the amount you
actually receive. For this reason, if you wish to rollover all
or a portion of your distribution amount, the direct transfer
option described in paragraph (b) below would be the better
choice.

(b)          You may request for most distributions that a direct
transfer of all or a portion of your distribution amount be
made to either an Individual Retirement Account (IRA) or
another qualified employer plan willing to accept the
transfer. A direct transfer will result in no tax being due
until you withdraw funds from the IRA or other qualified
employer plan. Like the rollover, under certain circumstances
all or a portion of the amount to be distributed may not
qualify for this direct transfer, e.g., a distribution of less
than $500 will not be eligible for a direct transfer. If you
elect to actually receive the distribution rather than request
a direct transfer, then in most cases 20 % of the distribution
amount will be withheld for federal income tax purposes.

(c)       The election of favorable income tax treatment under
"10-year forward averaging," "5-year forward averaging" or, if
you qualify, "capital gains" method of taxation.

WHENEVER YOU RECEIVE A DISTRIBUTION, THE ADMINISTRATOR WILL
DELIVER TO YOU A MORE DETAILED EXPLANATION OF THESE OPTIONS.
HOWEVER, THE RULES WHICH DETERMINE WHETHER YOU QUALIFY FOR
FAVORABLE TAX TREATMENT ARE VERY COMPLEX. YOU SHOULD CONSULT
WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE.

10.       Domestic Relations Order

As a general rule, your interest in your account, including
your "vested interest," may not be alienated. This means that
your interest may not be sold, used as collateral for a loan,
given away or otherwise transferred. In addition, your
creditors may not attach, garnish or otherwise interfere with
your account.

There is an exception, however, to this general rule. The
Administrator may be required by law to recognize obligations
you incur as a result of court ordered child support or
alimony payments. The Administrator must honor a "qualified
domestic relations order." A "qualified domestic relations
order" is defined as a decree or order issued by a court that
obligates you to pay child support or alimony, or otherwise
allocates a portion of your assets in the Plan to your spouse,
former spouse, child or other dependent. If a qualified
domestic relations order is received by the Administrator, all
or a portion of your benefits may be used to satisfy the
obligation. The Administrator will determine the validity of
any domestic relations order received.

11.       Pension Benefit Guaranty Corporation

Benefits provided by your Plan are NOT insured by the Pension
Benefit Guaranty Corporation (PBGC) under Title IV of the
Employee Retirement Income Security Act of 1974 because the
insurance provisions under ERISA are not applicable to your
Plan.

                                             VI
                                        SERVICE RULES

1.        Year of Service

The term "Year of Service" is used in this Summary Plan
Description and in your Plan.

You will have completed a Year of Service for vesting purposes
if you are credited with 1000 Hours of Service during a Plan
Year, even if you were not employed on the first or last day
of the Plan Year.

You will have completed a Year of Service for purposes of
sharing in Employer contributions if you are credited with
1000 Hours of Service during a Plan Year.

For purposes of determining whether you have completed a Year
of Service where the computation period is based upon a short
Plan Year, your Administrator will notify you of the number of
the Hours of Service that are required and the method of
calculating a Year of Service.

2.        Hour of Service

You will be credited with an Hour of Service for:

(a)       each hour for which you are directly or indirectly
compensated by your Employer for the performance of duties
during the Plan Year;

(b)       each hour for which you are directly or indirectly
compensated by your Employer for reasons other than
performance of duties (such as vacation, holidays, sickness,
disability, lay-off, military duty, jury duty or leave of
absence during the Plan Year); and

(c)       each hour for back pay awarded or agreed to by your
Employer.

You will not be credited for the same Hours of Service both
under (a) or (b), as the case may be, and under (c).

3.        1-Year Break in Service

A 1-Year Break in Service is a computation period during which
you have not completed more than 500 Hours of Service with
your Employer.

A 1-Year Break in Service does NOT occur, however, in the
computation period in which you enter or leave the Plan for
reasons of:

(a)       an authorized leave of absence;

(b)       certain maternity or paternity absences.

The Administrator will be required to credit you with Hours of
Service for a maternity or paternity absence. These are
absences taken on account of pregnancy, birth, or adoption of
your child. No more than 501 Hours of Service shall be
credited for this purpose and these Hours of Service shall be
credited solely to avoid your incurring a 1-Year Break in
Service. The Administrator may require you to furnish proof
that your absence qualifies as a maternity or paternity
absence.

4.        Uniformed Services Employment and Reemployment Rights
Act

If you are a veteran and are reemployed under the Uniformed
Services Employment and Reemployment Rights Act of 1994, your
qualified military service may be considered service with the
Employer. If you may be affected by this law, ask your
Administrator for further details.

                                             VII
                                YOUR PLAN'S "TOP HEAVY RULES"

1.        Explanation of "Top Heavy Rules"

A 401(k) Profit Sharing Plan that primarily benefits "key
employees" is called a "top heavy plan." Key employees are
certain owners or officers of your Employer. A Plan is a "top
heavy plan" when more than 60% of the contributions or
benefits have been allocated to key employees.

Each year, the Administrator is responsible for determining
whether your Plan is a "top heavy plan."

If your Plan becomes top heavy in any Plan Year, then non-key
employees will be entitled to certain "top heavy minimum
benefits," and other special rules will apply. Among these top
heavy rules are the following:

(a)       Your Employer may be required to make a contribution to
your account in order to provide you with at least "top heavy
minimum benefits."

(b)       Instead of the vesting schedules outlined in the Article
and Section in this Summary entitled "BENEFITS UNDER YOUR
PLAN: Vesting in Your Plan," your nonforfeitable right to
benefits or contributions derived from Employer matching and
discretionary contributions will be determined according to
the following schedule:

Top Heavy Vesting Schedule

Years of Service                 Percentage
Less than 2                           0 %
2                                    20 %
3                                    40 %
4                                    60 %
5                                    80 %
6                                   100 %

(c)       If you are a participant in more than one Plan, you may
not be entitled to "top heavy minimum benefits" under both
Plans.

                                            VIII
                                            LOANS

You may apply to the Administrator for a loan from the Plan.
Your application must be in writing on forms which the
Administrator will provide to you. The Administrator may also
request that you provide additional information, such as
financial statements, tax returns and credit reports. After
considering your application, the Administrator may, in its
discretion, determine that you qualify for the loan. The
Administrator will inform the Trustee that you qualify. The
Trustee may then review the Administrator's determination and
make a loan to you if it is a prudent investment for the Plan.

1.        Loan Requirements

There are various rules and requirements that apply for any
loan. These rules are outlined in this section. In addition,
your Employer has established a written loan program which
explains these requirements in more detail. You can request a
copy of the loan program from the Administrator. Generally,
the rules for loans include the following:

(a)       Loans must be made available to all participants and
their beneficiaries on a uniform and non-discriminatory basis.

(b)       All loans must be adequately secured. You may use up to
one-half (1/2) of your vested account balance under the Plan
as security for the loan. If more security is required, your
principal residence may be used, if permitted by State law.
The Plan may also require that repayments on the loan
obligation be by payroll deduction.

(c)       All loans must bear a reasonable rate of interest. The
interest rate must be one a bank or other professional lender
would charge for making a loan in a similar circumstance.

(d)       All loans must have a definite repayment period which
provides for payments to be made not less frequently than
quarterly, and for the loan to be amortized on a level basis
over a reasonable period of time, not to exceed five (5)
years. However, if you use the loan to acquire your principal
residence, you may repay the loan over a reasonable period of
time that may be longer than five (5) years. Loan repayments
may be suspended for any part of any period during which you
are performing service in the uniformed services.

(e)       All loans will be considered a directed investment from
your account under the Plan. All payments of principal and
interest by you on a loan shall be credited to your account.

(f)       The amount the Plan may loan to you is limited by rules
under the Internal Revenue Code. All loans, when added to the
outstanding balance of all other loans from the Plan, will be
limited to the lesser of:

(1)       $50,000 reduced by the excess, if any, of your highest
outstanding balance of loans from the Plan during the one-year
period prior to the date of the loan over your current
outstanding balance of loans; or

(2)       1/2 of your vested account balance.

Also, no loan in an amount less than $1,000 will be made nor
will a loan be made if a prior loan is currently outstanding.

(g)       If you fail to make payments when they are due under the
loan, you will be considered to be "in default." The Trustee
would then have authority to take all reasonable actions to
collect the balance owing on the loan. This could include
filing a lawsuit or foreclosing on the security for the loan.
Under certain circumstances, a loan that is in default may be
considered a distribution from the Plan, and could result in
taxable income to you. In any event, your failure to repay a
loan will reduce the benefit you would otherwise be entitled
to from the Plan.

                                             IX
                           CLAIMS BY PARTICIPANTS AND BENEHCIARIES

Benefits will be paid to participants and their beneficiaries
without the necessity of formal claims. You or your
beneficiaries, however, may make a request for any Plan
benefits to which you may be entitled. Any such request must
be made in writing, and it should be made to the
Administrator. (See the Article in this Summary entitled
"GENERAL INFORMATION ABOUT YOUR PLAN.")

Your request for Plan benefits shall be considered a claim for
Plan benefits, and it will be subject to a full and fair
review. If your claim is wholly or partially denied, the
Administrator will furnish you with a written notice of this
denial. This written notice must be provided to you within a
reasonable period of time (generally 90 days) after the
receipt of your claim by the Administrator. The written notice
must contain the following information:

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

(b)       specific reference to those Plan provisions on which the
denial is based;

(c)       a description of any additional information or material
necessary to correct your claim and an explanation of why such
material or information is necessary; and

(d)       appropriate information as to the steps to be taken if
you or your beneficiary wishes to submit your claim for
review.

If notice of the denial of a claim is not furnished to you in
accordance with the above within a reasonable period of time,
your claim will be deemed denied. You will then be permitted
to proceed to the review stage described in the following
paragraphs.

If your claim has been denied, and you wish to submit your
claim for review, you must follow the Claims Review Procedure.

1.        The Claims Review Procedure

(a)       Upon the denial of your claim for benefits, you may file
your claim for review, in writing, with the Administrator.

(b)       YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 60 DAYS
AFTER YOU HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF
YOUR CLAIM FOR BENEFITS, OR IF NO WRITTEN DENIAL OF YOUR CLAIM
WAS PROVIDED, NO LATER THAN 60 DAYS AFTER THE DEEMED DENIAL OF
YOUR CLAIM.

(c)       You may review all pertinent documents relating to the
denial of your claim and submit any issues and comments, in
writing, to the Administrator.

(d)       Your claim for review must be given a full and fair
review. If your claim is denied, the Administrator must
provide you with written notice of this denial within 60 days
after the Administrator's receipt of your written claim for
review. There may be times when this 60 day period may be
extended. This extension may only be made, however, where
there are special circumstances which are communicated to you
in writing within the 60 day period. If there is an extension,
a decision shall be made as soon as possible, but not later
than 120 days after receipt by the Administrator of your claim
for review.

(e)       The Administrator's decision on your claim for review
will be communicated to you in writing and will include
specific references to the pertinent Plan provisions on which
the decision was based.

(f)       If the Administrator's decision on review is not
furnished to you within the time limitations described above,
your claim will be deemed denied on review.

(g)       If benefits are provided or administered by an insurance
company, insurance service, or other similar organization
which is subject to regulation under the insurance laws, the
claims procedure relating to these benefits may provide for
review. If so, that company, service, or organization will be
the entity to which claims are addressed. If you have any
questions regarding the proper person or entity to address
claims, you should ask the Administrator.

                                              X
                                  STATEMENT OF ERISA RIGHTS

1.        Explanation of Your ERISA Rights

As a participant in this Plan you are entitled to certain
rights and protections under the Employee Retirement Income
Security Act of 1974, also called ERISA. ERISA provides that
all Plan participants are entitled to:

(a)       examine, without charge, all Plan documents, including:

(1)       insurance contracts;

(2)       collective bargaining agreements; and

(3)       copies of all documents filed by the Plan with the U.S.
Department of Labor,such as detailed annual reports and Plan
descriptions.

This examination may take place at the Administrator's office
and at other specified employment locations of the Employer.
(See the Article in this Summary entitled "GENERAL INFORMATION
ABOUT YOUR PLAN");

(b)       obtain copies of all Plan documents and other Plan
information upon written request to the Plan Administrator.
The Administrator may make a reasonable charge for the copies;

(c)       receive a summary of the Plan's annual financial report.
The Administrator is required by law to furnish each
participant with a copy of this summary annual report;

(d)       obtain a statement telling you whether you have a right
to receive a retirement benefit at Normal Retirement Age and,
if so, what your benefits would be at Normal Retirement Age if
you stop working under the Plan now. If you do not have a
right to a retirement benefit, the statement will tell you how
many years you have to work to get a right to a retirement
benefit. THIS STATEMENT MUST BE REQUESTED IN WRITING AND IS
NOT REQUIRED TO BE GIVEN MORE THAN ONCE A YEAR. The Plan must
provide the statement free of charge.

In addition to creating rights for Plan participants, ERISA
imposes duties upon the people who are responsible for the
operation of the Plan. The people who operate your Plan,
called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including your
employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from
obtaining a pension benefit or exercising your rights under
ERISA.

If your claim for a retirement benefit is denied in whole or
in part, you must receive a written explanation of the reason
for the denial. You have the right to have the Administrator
review and reconsider your claim. (See the Article in this
Summary entitled "CLAIMS BY PARTICIPANTS AND BENEFICIARIES. ")

Under ERISA, there are steps you can take to enforce the above
rights. For instance, if you request materials from the Plan
and do not receive them within 30 days, you may file suit in a
federal court. In such a case, the court may require the
Administrator to provide the materials and pay you up to
$100.00 a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control
of the Administrator.

If you have a claim for benefits which is denied or ignored,
in whole or in part, you may file suit in a state or federal
court.

If the Plan's fiduciaries misuse the Plan's money, or if you
are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor, or you may
file suit in a federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the
court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these
costs and fees if, for example, it finds your claim is
frivolous.

If you have any questions about this statement, or about your
rights under ERISA, you should contact the nearest Regional
Office of the U.S. Department of Labor's Pension and Welfare
Benefits Administration.

                                             XI
                           AMENDMENT AND TERMINATION OF YOUR PLAN

1.        Amendment

Your Employer has the right to amend your Plan at any time. In
no event, however, will any amendment:

(a)       authorize or permit any part of the Plan assets to be
used for purposes other than the exclusive benefit of
participants or their beneficiaries; or

(b)       cause any reduction in the amount credited to your
account.

2.        Termination

Your Employer has the right to terminate the Plan at any time.
Upon termination, all amounts credited to your accounts will
become 100% vested. A complete discontinuance of contributions
by your Employer will constitute a termination.