Exhibit 10.17
                    401K


                                              ADOPTION AGREEMENT FOR

                                     AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                        STANDARDIZED 401(K) PROFIT SHARING
                                                  PLAN AND TRUST


     The  undersigned  Employer  adopts the Aetna  Life  Insurance  and  Annuity
Company  Sharing  Plan for those  Employees  who shall  qualify as  Participants
hereunder, to be known as the

Al CommSource International Retirement Plan
                     (Enter Plan Name)

      It shall be effective as of the date specified  below. The Employer hereby
selects the following Plan specifications:

CAUTION:       The failure to properly fill out this Adoption Agreement may
               result in disqualification of the Plan.

EMPLOYER INFORMATION
  B1 Name of Employer               CommSource International

  B2 Address                        860 Parkview Blvd.
                                    Lombard,    IL         60148
                                     City      State        Zip

            Telephone                        630-705-4020

  B3 Employer Identification Number                36 - 3693505
  B4 Date Business Commenced                       1/1/ 88

  B5 TYPE OF ENTITY

      a.     S Corporation
      b.     Professional Service Corporation
      c.[X]Corporation
      d.     Sole Proprietorship
      e.     Partnership
      f.      Other ____________________________

       AND, is the Employer a member of...

      g. a controlled group?   Yes  X No
      h. an affiliated service group?   Yes  X No

     1990-N Aetna Life Insurance and Annuity Company

B6 NAME(S) OF TRUSTEE(S) a. Robert Swihart
                         b.
                         C.
B7 TRUSTEES' ADDRESS a.  X  Use Employer Address

     b.
     -----------------------------------------------------------------------
       Street              City           State                Zip

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<PAGE>

B8 LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:
a. state b.commonwealth of c. Illinois and this Plan and Trust shall be governed
   under the same.

B9 EMPLOYER FISCAL YEAR means the 12 consecutive month period:
Commencing on a.   1           1            (e.g., January 1st)
                 month        day
and ending on b.    12         31       .
                 month        day

PLAN INFORMATION
C1 EFFECTIVE DATE

This  Adoption  Agreement  of the  Aetna  Life  Insurance  and  Annuity  Company
Standardized 401(k) Profit Sharing Plan and Trust shall:

      a.     X  establish a new Plan and Trust  effective  as of January 1, 1999
             (hereinafter called the "Effective Date").
      b.     constitute  an  amendment  and  restatement  in its  entirety  of a
             previously  established  qualified  Plan and Trust of the  Employer
             which was effective ____________ (hereinafter called the "Effective
             Date").  Except as specifically provided in the Plan, the effective
             date of this amendment and restatement is  ______________  (For TRA
             `86  amendments,  enter  the  first  day of  the  first  Plan  Year
             beginning in 1989).

C2 PLAN YEAR means the 12 consecutive month period:
Commencing on a.      1/1      (e.g., January 1st)
and ending on b.      12/31     .

     IS THERE A SHORT PLAN YEAR?

     c.  X  No

     d.       Yes, beginning_________________
             and ending _________________________

C3 ANNIVERSARY DATE of Plan (Annual Valuation Date)

     a.       12  31
           month day

C4 PLAN NUMBER assigned by the Employer (select one)

      a. X  00l   b.   002   c.  003  d.  Other      .

C5 NAME OF PLAN ADMINISTRATOR  (Document provides for the Employer to appoint an
   Administrator. If none is named, the Employer will become the Administrator.)
     a.  X Employer (Use Employer Address)

     b.     Name
            Address   _________________________________________________________
                          City                    State                     Zip
          Telephone ________________________________________


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<PAGE>


         Administrator's I.D. Number_______-____________

C6 PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS
     a.  X Employer (Use Employer Address)

b.           Name
           Address  ____________________________________________________________
                                    City              State            Zip

ELIGIBILITY, VESTING AND RETIREMENT AGE

Dl   ELIGIBLE  EMPLOYEES  (Plan  Section 1.16) shall mean all Employees who have
     satisfied the eligibility requirements except those checked below:
     a.      N/A. No exclusions.

     b.      X Employees whose employment is governed by a collective bargaining
             agreement between the Employer and "employee representatives" under
             which   retirement   benefits   were  the  subject  of  good  faith
             bargaining.  For this purpose, the term "employee  representatives"
             does not include any  organization  more than half of whose members
             are  employees  who are  owners,  officers,  or  executives  of the
             Employer.
     C.      X  Employees  who are  nonresident  aliens who  received  no earned
             income  (within  the meaning of Code  Section 91 1(d)(2))  from the
             Employer  which  constitutes  income from sources within the United
             States (within the meaning of Code Section 861(a)(3)).

NOTE:  For  purposes  of this  section,  the term  Employee  shall  include  all
Employees of this Employer,  any Affiliated  Employer,  and any leased employees
deemed to be Employees under Code Section 414(n) or 414(o).

D2   HOURS OF SERVICE (Plan Section 1.32) will be determined on the basis of the
     method selected below. Only one method may be selected. The method selected
     will be applied to all Employees covered under the Plan.
      a.   X On the basis of  actual  hours  for  which an  Employee  is paid or
           entitled to payment.
      b.   On the basis of days worked.  An Employee  will be credited  with ten
           (10)  Hours of  Service  ifunder  the  Plan  such  Employee  would be
           credited with at least one (1) Hour of Service during the day.
     c.    On the basis of weeks worked. An Employee will be credited forty-five
           (45)  Hours of  Service  if under  the Plan  such  Employee  would be
           credited with at least one (1) Hour of Service during the week.
     d.    On the basis of  semi-monthly  payroll  periods.  An Employee will be
           credited  with  ninety-five  (95)  Hours of Service if under the Plan
           such Employee would be credited with at least one (1) Hour of Service
           during the semi-monthly payroll period.
     e.    On the basis of months worked.  An Employee will be credited with one
           hundred ninety (190) Hours of Service if under the Plan such Employee
           would be  credited  with at least one (1) Hour of Service  during the
           month.

D3 CONDITIONS OF ELIGIBILITY  (Plan Section 3.1) (Check either a OR b and c, and
if applicable, d)

     Any Eligible  Employee will be eligible to  participate in the Plan if such
     Eligible Employee has satisfied the service and age  requirements,  if any,
     specified below:
     a.    NO AGE OR SERVICE REQUIRED.

             1. X None
             2.     1/2 Year of Service
             3.     1 Year of Service
             4.     Other

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<PAGE>

     NOTE: If the Year(s) of Service  selected is or includes a fractional year,
     an Employee will not be required to complete any specified  number of Hours
     of Service to receive  credit for such  fractional  year.  If  expressed in
     Months of  Service,  an  Employee  will not be  required  to  complete  any
     specified number of Hours of Service in a particular month.

      c.    AGE REQUIREMENT (may not exceed 21)

             1.    N/A - No Age Requirement.
             2.     20 1/2
             3. X  21
             4.     Other _________________

      d.     FOR NEW PLANS ONLY - Regardless  of any of the above age or service
             requirements,  any  Eligible  Employee  who  was  employed  on  the
             Effective  Date  of the  Plan  shall  be  eligible  to  participate
             hereunder and shall enter the Plan as of such date.
D4   EFFECTIVE  DATE OF  PARTICIPATION  (Plan Section 3.2) An Eligible  Employee
     shall become a Participant as of:

a.            the first day of the Plan Year in which he met the requirements.
b.            the first  day of the Plan Year in which he met the  requirements,
              if he met the requirements in the first 6 months of the Plan Year,
              or as of the first day of the next  succeeding Plan Year if he met
              the requirements in the last 6 months of the Plan Year.
c.            the earlier of the first day of the seventh month or the first day
              of the Plan Year  coinciding  with or next  following  the date on
              which he met the requirements.
d.            the first day of the Plan Year next following the date on which he
              met the requirements.  (Eligibility must be 1/2 Year of Service or
              less and age 201/2 or less.)
e.            the first day of the month  coinciding  with or next following the
              date on which he met the requirements.
f. X          Other: Quarterly ,provided that an Employee who has satisfied the
              maximum age and service requirements  that are  permissible in
              Section D3 above and who is otherwise entitled to participate,
              shall commence participation no later than the earlier of (a)
              6 months after such requirements are satisfied,  or (b) the first
              day of the first Plan Year after such requirements  are satisfied,
              unless the Employee  separates from
              service before such participation date.

D5 VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))

     The  vesting  schedule,  based on number of Years of  Service,  shall be as
follows:
a.     100% upon entering Plan. (Required if eligibility requirement is greater
       than one (1) Year of Service.)

b.         0-2years 0%                     c.      0-4 years     0%
           3years 100%                             5 years     100%

d.      0-1 year    0%                     e.      1 year        0%
         2 years   20%                             2 years      50%
         3 years   40%                             3 years      75%
         4 years   60%                             4 years     100%
         5 years   80%
         6 years   100%

f. X     l year     20%                    g.    0-2 years       0%
         2 years    40%                            3 years      20%


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<PAGE>


         3 years   60%                            4 years   40%
         4 years   80%                            5 years   60%
         5 years 100%                             6 years   80%
                                                  7 years  100%

     h.       Other - Must be at least as liberal as either c or g above.

                   Years of Service                 Percentage

D6   FOR AMENDED  PLANS (Plan Section  6.4(f)) If the vesting  schedule has been
     amended to a less favorable schedule, enter the pre-amended schedule below:
a. Vesting  schedule has not been amended or amended  schedule is more favorable
in all years.

     b.    Years of Service           Percentage

D7 TOP HEAVY  VESTING  (Plan  Section  6.4(c)) If this Plan  becomes a Top Heavy
Plan, the following vesting schedule,  based on number of Years of Service,  for
such Plan Year and each succeeding  Plan Year,  whether or not the Plan is a Top
Heavy  Plan,  shall apply and shall be treated as a Plan  amendment  pursuant to
this Plan. Once effective,  this schedule shall also apply to any  contributions
made prior to the  effective  date of Code  Section  416 and/or  before the Plan
became a Top Heavy Plan.
     a.  X    N/A (D5a, b, d, e or f was selected)

       b.    0-l year         0%    c.      0-2years    0%
               2 years       20%              3years  100%
               3 years       40%
               4 years       60%
               5 years       80%
               6 years      100%

NOTE: This section does not apply to the Account balances of any Participant who
does not have an Hour of Service after the Plan has initially  become top heavy.
Such Participant's  Account balance  attributable to Employer  contributions and
Forfeitures will be determined without regard to this section.

D8    VESTING (Plan Section 6.4(h)) In determining  Years of Service for vesting
      purposes.  Years  of  Service  attributable  to  the  following  shall  be
      EXCLUDED:
     a.   Service prior to the Effective Date of the Plan or a predecessor plan.
     b. X N/A
     c.     Service prior to the time an Employee attained age 18.
     d. X N/A

D9 PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER
     a. X   No.
     b. Yes: Years of Service with  _________________________shall be recognized
for the purpose of this Plan.

NOTE:    If the predecessor  Employer  maintained this qualified Plan, then
         Years of Service with such  predecessor Employer shall be recognized
         pursuant to Section 1.74 and b. must be marked.

D10 NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.43) means:

     a.  X  the date a Participant attains his 59 1/2 birthday. (not to
            exceed 65th)
     b.     the later of the date a  Participant  attains his  birthday  (not to
            exceed 65th) or the c. not to exceed 5th)  anniversary  of the first
            day of the Plan Year in which participation in the Plan commenced.

D11 NORMAL RETIREMENT DATE (Plan Section 1.44) shall commence:

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<PAGE>


     a. X  as of the Participant's "NRA".
     OR (must select b. or c. AND 1. or 2.)
     b.     as of the first day of the month...
     c.     as of the Anniversary Date...

             1.    coinciding with or next following the Participant's "NRA".
             2.    nearest the Participant's "NRA".

D12 EARLY RETIREMENT DATE (Plan Section 1.13) means the:
     a.     No Early Retirement provision provided.
     b.  X  date on which a Participant...
     c.     first day of the month coinciding with or next following the date
            on which a Participant...
     d.     Anniversary Date coinciding with or next following the date on which
            a Participant...

     AND, if b, c or d was selected...

             1. X   attains his 59 1/2 birthday and has
             2.      completed at least_____ Years of Service.

CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

El a. COMPENSATION (Plan Section 1.9) with respect to any Participant means:

             1.     "415 Compensation."
             2. X Compensation reportable as wages on Form W-2.

     b.  COMPENSATION shall be

             1. X  actually paid (must be selected if Plan is integrated)
             2.      accrued

     c. FOR PURPOSES OF THIS SECTION El, Compensation shall be based on:

             1.  X  the Plan Year.
             2. the Fiscal Year  coinciding with or ending within the Plan Year.
             3. the  Calendar  Year  coinciding  with or ending  within the Plan
             Year.

NOTE:    The Limitation Year shall be the same as the year on which Compensation
         is based.

     d.  HOWEVER,  for an Employee's first year of  participation,  Compensation
         shall be recognized as of:

             1. X  the first day of the Plan Year.
             2.     the date the Participant entered the Plan.

     e.  IN ADDITION, COMPENSATION and "414(s) Compensation"

             1. shall 2. X shall not include compensation which is not currently
                includible  in the  Participant's  gross income by reason of the
                application of Code Sections 125, 402(a)(8), 402(h)(1)(B), or
                403(b).

E2   SALARY REDUCTION ARRANGEMENT - ELECTIVE CONTRIBUTION (Plan Section 4.2)
     Each Employee may elect to have his Compensation reduced by:
     a.         %
     b.     up to ____%
     c. X   from   1   % to   15   %


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<PAGE>


     d.     up to the maximum percentage allowable not to exceed the limits of
            Code Sections 401(k), 404 and 415.
     AND...
     e.     X A  Participant  may  elect to  commence  salary  reductions  as of
            quarterly  (ENTER AT LEAST ONE DATE OR PERIOD).  A  Participant  may
            modify the amount of salary reductions as of 1/1 (ENTER AT LEAST ONE
            DATE OR PERIOD).
     AND...
     Shall cash bonuses paid within 2 1/2 months after the end of the Plan Year
     be subject to the salary reduction election?
     f.      Yes
     g. X    No

E3   FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION (Plan Section
     4.1(b))
     a.      N/A. There shall be no matching contributions.
     b.      The Employer shall make matching contributions equal to ____% (e.g.
             50%) of the Participant's salary
             reductions.
     c.      X  The  Employer  may  make  matching   contributions  equal  to  a
             discretionary  percentage, to be determined by the Employer, of the
             Participant's salary reductions.
     d.      The Employer shall make matching  contributions equal to the sum of
             % of the portion of the  Participant's  salary reduction which does
             not exceed % of the Participant's Compensation plus
                   % of the portion of the Participant's salary reduction which
             exceeds       % of the Participant's Compensation, but does not
             exceed        % of the Participant's Compensation.
      e.     The  Employer  shall  make  matching  contributions  equal  to  the
             percentage determined under the following schedule:

             Participant's Total       Matching Percentage
             Years of Service

FOR PLANS WITH MATCHING CONTRIBUTIONS
      f.     X  Matching  contributions  g.  shall  h. X  shall  not be  used in
             satisfying the deferral  percentage  tests.  (If used, full vesting
             and  restrictions  on withdrawals  will apply and the match will be
             deemed to be an Elective Contribution).
     i.      For Plan Years  beginning prior to 1990, a Year of Service j. shall
             k.  shall  not be  required  in  order  to  share  in the  matching
             contributions.  For Plan  Years  beginning  after  1989,  a Year of
             Service  shall not be  required  in order to share in the  matching
             contributions.
     j.      In determining matching contributions, only salary reductions up to
             % of a Participant's Compensation will be matched.
     m.      N/A.
     n.      The matching contribution made on behalf of a Participant for any
             Plan Year shall not exceed
             $                       . o.     N/A.
     p. X    Matching contributions shall be made on behalf of
             1. X  all Participants.
             2.      only Non-Highly Compensated Employees.

E4   WILL A  DISCRETIONARY  EMPLOYER  CONTRIBUTION  BE  PROVIDED  (OTHER  THAN A
     DISCRETIONARY  MATCHING  OR  QUALIFIED  NON-ELECTIVE   CONTRIBUTION)  (Plan
     Section 4.1)?
     a.       No.
     b.       X Yes, the Employer may make a discretionary  contribution  out of
              its current or accumulated Net Profit.
     c.       Yes, the Employer may make a discretionary  contribution  which is
              not limited to its current or accumulated Net Profit.
    IF YES (b. or c. is selected above), the Employer's discretionary
    contribution shall be allocated as follows:
     d.       FOR A NON-INTEGRATED PLAN


                                      399
<PAGE>


     The Employer discretionary contribution for the Plan Year shall be
     allocated in the same ratio as each Participant's Compensation bears to the
     total of such Compensation of all Participants.
     e. X   FOR AN INTEGRATED PLAN
      The  Employer  discretionary  contribution  for the  Plan  Year  shall  be
      allocated  in  accordance   with  Plan  Section   4.4(b)(3)   based  on  a
      Participant's Compensation in excess of:
     f. X  The Taxable Wage Base.
     g. The  greater  of $10,000 or 20% of the  Taxable  Wage Base.  h. % of the
     Taxable Wage Base. (See Note below) i. $ . (see Note below)

NOTE:    The integration percentage of 5.7% shall be reduced to:

             1. 4.3% if h. or i. above is more than 20% and less than or equal
                to 80% of the Taxable Wage Base.
             2. 5.4% if h. or i.  above is less  than  100% and more than 80% of
                the Taxable Wage Base.

E5 QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 4.1)
     a.     N/A. There shall be no Qualified Non-Elective Contributions except
            as provided in Section 4.6 and 4.8.
     b.     The Employer shall make a Qualified Non-Elective  Contribution equal
            to __% of the total  Compensation  of all  Participants  eligible to
            share in the allocations.
     c.     X The Employer may make a Qualified Non-Elective  Contribution in an
            amount to be determined by the Employer.

E6 FORFEITURES (Plan Section 4.4(e))
     a. X   Forfeitures of contributions other than matching contributions
            shall be...

             1. X   added to the Employer's contribution under the Plan.
             2.     allocated  to all  Participants  eligible  to  share  in the
                    allocations in the same proportion  that each  Participant's
                    Compensation  for the year bears to the  Compensation of all
                    Participants for such year.

     b. X Forfeitures of matching contributions shall be...

             1.     N/A. No matching contributions or match is fully vested.
             2. X   used to reduce the Employer's matching contribution.
             3.     allocated to all Participant's eligible to share in the
                    allocations in proportion to each such Participant's
                    Compensation for the year.
             4.     allocated to all Non-Highly  Compensated Employee's eligible
                    to share  in the  allocations  in  proportion  to each  such
                    Participant's Compensation for the year.

E7 ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.4(1))

     Any Participant who terminated  employment during the Plan Year for reasons
     other than death, Total and Permanent Disability or retirement:
      a. With respect to the allocation of Employer  Non-Elective  Contributions
         (other  than  matching),  Qualified  Non-Elective  Contributions,   and
         Forfeitures for Plan Years beginning prior to 1990:

             1.   N/A
             2.   X shall share in such  allocations  provided such  Participant
                  completed  a Year of  Service.  3.  shall  not  share  in such
                  allocations regardless of Hours of Service.

     NOTE:  The Plan  provides  that for Plaza Years  beginning  after  1989,  a
     terminated  Participant  shall  share  in such  allocations  provided  such
     Participant completed more than 500 Hours of Service.


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<PAGE>


     b. With respect to the  allocation of Employer  Matching  Contributions,  a
Participant:

             1. For Plan Years beginning after 1989,
               i.          N/A, Plan does not provide for matching
                           contributions.
              ii.          shall share in the allocations, regardless of Hours
                           of Service.
             iii.          X  shall  share  in  the  allocations  provided  such
                           Participant completed more than 500 Hours of Service.

             2. For Plan Years beginning before 1990,

                i.          X N/A,  new Plan,  or same as Plan  Years  beginning
                            after 1989.
               ii.          shall share in the allocations, regardless of Hours
                            of Service.
              iii.          shall share in the allocations provided such
                            Participant completed a Year of Service.

E8 LIMITATIONS ON ALLOCATIONS (Plan Section 4.9)
     a.  If any  Participant is or was covered under another  qualified  defined
         contribution  plan  maintained by the Employer,  other than a Master or
         Prototype Plan, or if the Employer maintains a welfare benefit fund, as
         defined in Code Section 419(e),  or an individual  medical account,  as
         defined in Code Section  415(l)(2),  under which amounts are treated as
         Annual Additions with respect to any Participant in this Plan:

             1. X   N/A.
             2.     The  provisions of Section  4.9(b) of the Plan will apply as
                    if the other plan were a Master or Prototype Plan.
             3.     Provide  the method  under  which the Plans will limit total
                    Annual Additions to the Maximu Permissable  Amount, and will
                    properly  reduce  any  Excess  Amounts,  in  a  manner  that
                    precludes Employer discretion.

b.       If any  Participant  is or ever has  been a  Participant  in a  defined
         benefit plan maintained by the Employer:

             1. X    N/A.
             2.     In any Limitation Year, the Annual Additions credited to the
                    Participant  under  this  Plan may not  cause the sum of the
                    Defined  Benefit Plan Fraction and the Defined  Contribution
                    Fraction to exceed 1.0. If the Employer's  contribution that
                    would otherwise be made on the  Participant's  behalf during
                    the  limitation  year would cause the 1.0  limitation  to be
                    exceeded,  the rate of contribution  under this Plan will be
                    reduced so that the sum of the fractions  equals 1.0. If the
                    1.0 limitation is exceeded because of an Excess Amount, such
                    Excess  Amount will be reduced in  accordance  with  Section
                    4.9(a)(4) of the Plan.
             3.     Provide  the  method  under  which the Plans  involved  will
                    satisfy  the  1.0  limitation  in a  manner  that  precludes
                    Employer discretion.

E9   DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h)) Distributions upon the death
     of a Participant prior to
     receiving any benefits shall...
     a. X    be made pursuant to the election of the Participant or beneficiary.
     b.      begin  within 1 year of death for a designated  beneficiary  and be
             payable  over the life (or  over a period  not  exceeding  the life
             expectancy) of such beneficiary,  except that if the beneficiary is
             the  Participant's  spouse,  begin within the time the  Participant
             would have attained age 70 1/2.
     c.      be made within 5 years of death for all beneficiaries.
     d.      other _______________________________________


                                      401
<PAGE>


El0  LIFE EXPECTANCIES (Plan Section 6.5(t)) for minimum distributions  required
     pursuant to Code Section
     401(a)(9) shall...
     a. X   be recalculated at the Participant's election.
     b.      be recalculated.
     c.      not be recalculated.

Eli   CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION Distributions upon
      termination of employment pursuant to Section 6.4(a) of the Plan shall not
      be made unless the following conditions have been satisfied:
      a.   X   N/A. Immediate distributions may be made at Participant's
               election.
      b.       The Participant has incurred         1-Year Break(s) in Service.
      c.       The Participant has reached his or her Early or Normal
               Retirement Age.
      d.       Distributions  may be made at the  Participant's  election  on or
               after the Anniversary Date following termination of employment.
      e.       Other


E12 FORM OF DISTRIBUTIONS  (Plan Sections 6.5 and 6.6)  Distributions  under the
    Plan may be made...
     a.      1. X  in lump sums.
             2.    in lump sums or installments.

      b. AND, pursuant to Plan Section 6.13,

             1. X   no annuities are allowed (avoids Joint and Survivor rules).
             2.     annuities are allowed (Plan Section 6.13 shall not apply).

NOTE:     b.1. above may not be elected if this is an amendment to a plan which
permitted annuities as a form of distribution or if this Plan has accepted a
plan to plan transfer of assets from a plan which permitted annuities
as a form of distribution.

     c. AND may be made in...

             1. X  cash only (except for insurance or annuity contracts).
             2.    cash or property.

TOP HEAVY REQUIREMENTS

Fl   TOP HEAVY DUPLICATIONS (Plan Section 4.4(i)): When a Non-Key Employee is a
     Participant in this Plan and a Defined Benefit Plan maintained by the
     Employer, indicate which method shall be utilized to avoid duplication of
     top heavy minimum benefits.
     a. X    The Employer does not maintain a Defined Benefit Plan..
     b.      A minimum, non-integrated contribution of 5% of each Non-Key
             Employee's  total  Compensation  shall be provided in this Plan, as
             specified  in Section  4.4(i).  (The  Defined  Benefit  and Defined
             Contribution  Fractions  will be computed using 100% if this choice
             is selected.)
     c.      A minimum,  non-integrated  contribution  of 7 1/2% of each Non-Key
             Employee's  total  Compensation  shall be provided in this Plan, as
             specified  in Section  4.4(i).  (If this  choice is  selected,  the
             Defined Benefit and Defined Contribution Fractions will be computed
             using 125% for all Plan  Years in which the Plan is Top Heavy,  but
             not Super Top Heavy.)
     d.      Specify  the method  under  which the Plans will  provide top heavy
             minimum benefits for Non-Key  Employees that will preclude Employer
             discretion   and  avoid   inadvertent   omissions,   including  any
             adjustments required under Code Section 415(e).


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F2 PRESENT VALUE OF ACCRUED  BENEFIT (Plan  Section.2.2)  for Top Heavy purposes
where the  Employer  maintains a Defined  Benefit Plan in addition to this Plan,
shall be based on...
      a.   X   N/A. The Employer does not maintain a defined benefit plan.
     b.         Interest Rate: _________________________

             Mortality Table: ______________________

F3 TOP HEAVY DUPLICATIONS: Employer maintaining two (2) or more Defined
   Contribution Plans (other than paired plans).
     a. X    N/A.
     b.      A  minimum,  non-integrated  contribution  of  3% of  each  Non-Key
             Employee's  total  Compensation  shall  be  provided  in the  Money
             Purchase  Plan (or other plan subject to Code Section  412),  where
             the  Employer   maintains  two  (2)  or  more  non-paired   Defined
             Contribution Plans.
     c.      Specify  the method  under  which the Plans will  provide top heavy
             minimum benefits for Non-Key  Employees that will preclude Employer
             discretion   and  avoid   inadvertent   omissions,   including  any
             adjustments required under Code Section 415(e).

MISCELLANEOUS

G1 LOANS TO PARTICIPANTS (Plan Section 7.4)
     a. X  Yes, loans may be made up to $50,000 or 1/2 Vested interest.
     b.     No, loans may not be made.

     If YES, (check all that apply)...

     c.      loans shall be treated as a Directed Investment.
     d.      loans shall only be made for hardship or financial necessity.
     e. X    the minimum loan shall be $l,000.
     f.      $10,000 de minimis loans may be made regardless of Vested interest.
             (If  selected,  plan  may  need  security  in  addition  to  Vested
             interest)

     NOTE:     Department of Labor Regulations require the adoption of a
               separate written loan program setting forth the requirements
               outlined in Plan Section 7.4.

G2   DIRECTED  INVESTMENT  ACCOUNTS  (Plan  Section  4.13) are permitted for the
     interest in any one or more accounts.
       a.    Yes, regardless of the Participant's Vested interest in the Plan.
       b.    Yes, but only with respect to the Participant's Vested interest in
             the Plan.
       c. Yes, but only with respect to those accounts which are 100% Vested. d.
       X No directed investments are permitted.

G3 TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.11).
     a. X Yes,  transfers from qualified  plans (and rollovers) will be allowed.
     b. No, transfers from qualified plans (and rollovers) will not be allowed.

     AND, transfers shall be permitted...

      c. X   from any Employee, even if not a Participant.
      d.     from Participants only.

G4 EMPLOYEES' VOLUNTARY CONTRIBUTIONS (Plan Section 4.12)
      a.     Yes, Voluntary Contributions are allowed subject to the limits of
             Section 4.7.
      b. X No, Voluntary Contributions will not be allowed.


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    NOTE:      TRA `86 subjects voluntary contributions to strict discrimination
rules. GS HARDSHIP DISTRIBUTIONS (Plan Section 6.11)
     a. X   Yes, from any accounts which are 100% Vested.
     b.     Yes, from Participant's Elective Account only.
     c.     Yes, but limited to the Participant's Account only.
     d.     No.

     NOTE:  Distributions  from a Participant's  Elective Account are limited to
     the portion of such account  attributable  to such  Participant's  Deferred
     Compensation  and  earnings  attributable  thereto up to December 31, 1988.
     Also  hardship   distributions  are  not  permitted  from  a  Participant's
     Qualified Non-Elective Account.

G6 PRE-RETIREMENT DISTRIBUTION (Plan Section 6.10)
     a.      If a Participant has reached the age of 59 1/2,distributions may be
             made, at the  Participant's  election,  from any accounts which are
             100%  Vested  without   requiring  the   Participant  to  terminate
             employment.
      b. No pre-retirement distribution may be made.

     NOTE:     Distributions from a Participant's Elective Account and Qualified
     Non-Elective Account are not permitted prior to age 59 1/2.

G7 LIFE   INSURANCE   (Plan   Section   7.2(d))  may  be  purchased   with  Plan
   contributions.
     a. X  No life insurance may be purchased.
     b.     Yes, at the option of the Administrator.
     c.     Yes, at the option of the Participant..


An Employer who has ever  maintained or who later adopts any plan in addition to
this Plan  (including a welfare benefit fund, as defined in Code Section 419(e),
which provides  post-retirement  medical benefits allocated to separate accounts
for Key  Employees,  as  defined in Code  Section  419A(d)(3)  or an  individual
medical  account,  as defined  in Code  Section  415(l)(2))  may not rely on the
opinion letter issued by the National Office of the Internal  Revenue Service as
evidence that this Plan is qualified under Code Section 401. If the Employer who
adopts or maintains multiple plans wishes to obtain reliance that the Employer's
plan(s) qualified,  application for a determination letter should be made to the
appropriate key district director of Internal Revenue.

This Adoption Agreement may be used only in conjunction with basic Plan document
#03. This Adoption Agreement and the basic Plan document shall together be known
as Aetna Life Insurance and Annuity Company  Standardized  401(k) Profit Sharing
Plan #03-002.

The  adoption of this Plan,  its  qualification  by the IRS, and the related tax
consequences are the  responsibility of the Employer and its independent tax and
legal advisors.

Aetna Life  Insurance  and  Annuity  Company  will  notify the  Employer  of any
amendments made to the Plan or of the  discontinuance or abandonment of the Plan
provided  this Plan has been  acknowledged  by Aetna Life  Insurance and Annuity
Company or its authorized representative.  Furthermore,  in order to be eligible
to  receive  such  notification,  we agree to notify  Aetna Life  Insurance  and
Annuity Company of any change in address.

IN WITNESS  WHEREOF,  the  Employer  and  Trustee  hereby  cause this Plan to be
executed on this day of NOVEMBER,  1998. Furthermore,  this Plan may not be used
unless  acknowledged  by  Aetna  Life  Insurance  and  Annuity  Company  or  its
authorized representative.

EMPLOYER:           CommSource International
TRUSTEE:            Robert Swihart
By:
TRUSTEE

                                      404
<PAGE>

PARTICIPATING EMPLOYER:                                     TRUSTEE


      Telesource International, Inc.
                 (enter name)

BY:


This Plan may not be used,  and shall  not be  deemed  to be a  Prototype  Plan,
unless an authorized  representative of Aetna Life Insurance and Annuity Company
has acknowledged the use of the Plan. Such  acknowledgment  is for administerial
purposes only. It acknowledges  that the Employer is using the Plan but does not
represent  that this  Plan,  including  the  choices  selected  on the  Adoption
Agreement, has been reviewed by a representative of the sponsor or constitutes a
qualified retirement plan.


     Aetna Life Insurance and Annuity Company
     By:

With regard to any questions  regarding the provisions of the Plan,  adoption of
the Plan,  or the effect of an opinion  letter from the IRS, call or write (this
information  must be  completed  by the  sponsor of this Plan or its  designated
representative):

Name
Address
Telephone (      )



                                      405
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