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                                                                   EXHIBIT 10.50



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                                NONSTANDARDIZED
                               ADOPTION AGREEMENT

                                    REGIONAL
               PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND
                                     TRUST

                                  Sponsored by

                       FIDELITY FEDERAL RETIREMENT PLANS

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Regional Prototype Plan and Trust Basic Plan Document #R1.

1.  EMPLOYER INFORMATION

NOTE:  If multiple Employers are adopting the Plan, complete this section based
on the lead Employer. Additional Employers may adopt this Plan by attaching
executed signature pages to the back of the Employer's Adoption Agreement.

 
(a)  NAME AND ADDRESS:
 
     KPR Sports International
     ---------------------------------------
     555 S. Henderson Road
     ---------------------------------------
     King of Prussia, PA 19406
     ---------------------------------------

(b)  TELEPHONE NUMBER     (610) 768-0900
                          ------------------
(c)  TAX ID NUMBER:       23-2638986
                          ------------------
(d)  FORM OF BUSINESS:
 
     [ ]  (i)   Sole Proprietor
     [ ]  (ii)  Partnership
     [ ]  (iii) Corporation
     [ ]  (iv)  "S" Corporation (formerly known as Subchapter S)
     [ ]  (v)   Other:  ________________________
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(e)  NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE INSTRUCTIONS TO THE TRUSTEE:

     ---------------------------------------------------------------------

     ---------------------------------------------------------------------

(f)  NAME OF PLAN        KPR Sports International 401(k) Plan
                       ----------------------------------------
 
(g)  THREE DIGIT PLAN NUMBER   
       FOR ANNUAL RETURN/REPORT:        001
                                  ---------------
 
2.   EFFECTIVE DATE
 
(a)  This is a new Plan having an effective date of     1/1/96.
                                                      -----------
(b)  This is an amended Plan.

     The effective date of the original Plan was ___________.

     The effective date of the amended Plan is _____________.

(c)  If different from above, the Effective Date for the Plan's Elective
     Deferral provisions shall be ____________________.

3.   DEFINITIONS

(a)  "Collective or Commingled Funds"

     [X] (i)  Not Applicable - Non-Institutional Trustee.

     [ ] (ii)  Investment in collective or commingled funds as permitted at
               paragraph 13.3(b) of the Basic Plan Document #R1 shall only be
               made to the following specifically named fund(s):

               -------------------------------------------------

               -------------------------------------------------

               -------------------------------------------------

     Funds made available after the execution of this Adoption Agreement will
     be listed on schedules attached to the end of this Adoption Agreement.


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(b)  "Compensation" [paragraph 1.12]

     (i)  Compensation Definition:

Compensation Measurement Period - Compensation shall be determined on the basis
of the:

     [X] (1) Plan Year.
     [ ] (2) Employer's Taxable Year.
     [ ] (3) Calendar Year.

Compensation shall be determined on the basis of the following safe-harbor
definition of Compensation in IRS Regulation Section 1.414(s)-1(c):
 
     [ ]    (4)  Code Section 6041 and 6051 Compensation,
     [X]    (5)  Code Section 3401(a) Compensation, or
     [ ]    (6)  Code Section 415 Compensation.

     (ii) Application of Salary Savings Agreements:
 
     Compensation shall exclude Employer contributions made pursuant to a Salary
     Savings Agreement under:
 
     [ ]    (1)  Not applicable, no such agreement exists.
     [X]    (2)  Not applicable, no Employer contributions made pursuant to
                 a Salary Savings Agreement shall be excluded.
     [ ]    (3)  A Cash or Deferred Profit Sharing Plan under Code Section
                 401(k) or Simplified Employee Pension under Code Section
                 402(h)(1)(B).
     [ ]    (4)  A flexible benefit plan under Code Section 125.
     [ ]    (5)  A tax deferred annuity under Code Section 403(b).


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(iii) Exclusions From Compensation:

      (1)  overtime.
      (2)  bonuses.
      (3)  commissions.
      (4)  _______________________
         
           -----------------------

Type of Contribution(s)                    Exclusion(s)
-----------------------                    ------------

Elective Deferrals [Section 7(b)]          ____________

Matching Contributions [Section 7(c)]      ____________

Qualified Non-Elective Contributions
[Section 7(d)] and Non-Elective
Contributions [Section 7(e)]               ____________

(iv) Maximum Compensation:

For purposes of the Plan, Compensation shall be limited to $150,000, the maximum
                                                           --------
amount which will be considered for Plan purposes. [If an amount is specified,
it will limit the amount of contributions allowed on behalf of higher
compensated Employees. Completion of this section is not intended to coordinate
with the $200,000 of Code Section 415(d), thus the amount should be less than
the $200,000 limit as adjusted for cost-of-living increases.]


(c)  "Entry Date" [paragraph 1.30]

(i)  The first day of the Plan Year during which an Employee meets the
     eligibility requirements.

(ii) The first day of the Plan Year nearest the date on which an Employee meets
     the eligibility requirements.

(iii)The earlier of the first day of the Plan Year or the first day of the
     seventh month of the Plan Year coinciding with or following the date on
     which an Employee meets the eligibility requirements.


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(iv) The first day of the Plan Year following the date on which the Employee
     meets the eligibility requirements. If this election is made, the Service
     requirement at 4(a)(ii) may not exceed 1/2 year and the age requirement at
     4(b)(ii) may not exceed 20-1/2.

(v)  The first day of the month coinciding with or following the date on which
     an Employee meets the eligibility requirements.

(vi) The first day of the Plan Year, or the first day of the fourth month, or
     the first day of the seventh month or the first day of the tenth month, of
     the Plan Year coinciding with or following the date on which an Employee
     meets the eligibility requirements.

Indicate Entry Date(s) to be used by specifying option from list above:

Type of Contribution(s)                          Entry Date(s)
-----------------------                          -------------
For Discretionary Profit-Sharing
 Contributions under 7(e), (f) and (g)                (iii)
                                                 -------------
For all other contributions (Option (i)
 not available for these contributions)               (iii)
                                                 -------------
(d)  "Hour of Service" [paragraph 1.41]

Shall be determined on the basis of the method selected below. Only one method
may be selected. The method selected shall be applied to all Employees covered
under the Plan as follows:
 
[X]  (i)  On the basis of actual hours for which an Employee is paid or entitled
          to payment.

[ ]  (ii) On the basis of days worked.
          An Employee shall be credited with ten (10) Hours of Service if under
          paragraph 1.41 of the Basic Plan Document #R1 such Employee would be
          credited with at least one (1) Hour of Service during the day.

[ ]  (iii)On the basis of weeks worked.
          An Employee shall be credited with forty-five (45) Hours of Service if
          under paragraph 1.41 of the Basic Plan Document #R1 such Employee
          would be credited with at least one (1) Hour of Service during the
          week.


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[ ] (iv)  On the basis of semi-monthly payroll periods. An Employee shall be
          credited with ninety five (95) Hours of Service if under paragraph
          1.41 of the Basic Plan Document #R1 such Employee would be credited
          with at least one (1) Hour of Service during the semi-monthly
          payroll period.

[ ] (v)  On the basis of months worked. An Employee shall be credited with one
         hundred-ninety (190) Hours of Service if under paragraph 1.41 of the
         Basic Plan Document #R1 such Employee would be credited with at least
         one (1) Hour of Service during the month.

(e)  "Limitation Year" [paragraph 1.44]

The 12-consecutive month period commencing on January 1st and ending on December
                                              -----------               -------
31st
----
 
    If applicable, the Limitation Year will be a short Limitation Year
    commencing on ___________________ and ending on ________________ Thereafter,
    the Limitation Year shall end on the date last specified above.
 
(f) "Net Profit"
 
     [X] (i)   Not applicable (profits will not be required for any
               contributions to the Plan).

     [ ] (ii)  As defined in paragraph 1.48 of the Basic Plan Document #R1.

     [ ] (iii) Shall be defined as:
 
               --------------------------------------------------------

               --------------------------------------------------------
               (Only use if definition in paragraph 1.48 of the Basic Plan
               Document #R1 is to be superseded.)

(g)  "Plan Year" [paragraph 1.57]

     The 12-consecutive month period commencing on January 1st and ending on
                                                   -----------
     December 31st.
     -------------

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    If applicable, the Plan Year will be a short Plan Year commencing on
    ___________________ and ending on _________________. Thereafter, the Plan
    Year shall end on the date last specified above.

(h) "Qualified Early Retirement Age"

    For purposes of making distributions under the provisions of a Qualified
    Domestic Relations Order, the Plan's Qualified Early Retirement Age with
    regard to the Participant against whom the order is entered [X] shall [ ]
    shall not be the date the order is determined to be qualified. If "shall" is
    elected, this will only allow payout to the alternate payee(s).

(i)  "Qualified Joint and Survivor Annuity"

    The safe-harbor provisions of paragraph 8.7 of the Basic Plan Document #R1
    [X] are [ ] are not applicable. If not applicable, the survivor annuity
    shall be 50% (50%, 66-2/3%, 75% or 100%) of the annuity payable during the
             ---
    lives of the Participant and Spouse. If no answer is specified, 50% will be
    used.

(j) "Taxable Wage Base" [paragraph 1.79]
 
[X] (i)   Not Applicable - Plan is not integrated with Social Security.

[ ] (ii)  The maximum earnings considered wages for such Plan Year under Code
          Section 3121(a).

[ ] (iii) ___% (not more than 100%) of the amount considered wages for such Plan
          Year under Code Section 3121(a).

[ ] (iv)  $______, provided that such amount is not in excess of the amount
          determined under paragraph 3(j)(ii) above.

[ ] (v)   For the 1989 Plan Year $10,000. For all subsequent Plan Years, 20% of
          the maximum earnings considered wages for such Plan Year under Code
          Section 3121(a).

NOTE:  Using less than the maximum at (ii) may result in a change in the
       allocation formula in Section 7.

(k)  "Valuation Date(s)"

Allocations to Participant Accounts will be done in accordance with Article V of
the Basic Plan Document #R1:



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(i)   Daily       (v)   Quarterly
(ii)  Weekly      (vi)  Semi-Annually
(iii) Monthly     (vii) Annually
(iv)  Bi-Monthly

Indicate Valuation Date(s) to be used by specifying option from list
above:

                                                        Valuation
     Type of Contribution(s)                              Date(s)
     -----------------------                             ---------
     After-Tax Voluntary Contributions [Section 6]          (i)
                                                         ---------
     Elective Deferrals [Section 7(b)]                      (i)
                                                         ---------
     Matching Contributions [Section 7(c)]                  (i)
                                                         ---------
     Qualified Non-Elective Contributions [Section 7(d)]    (i)
                                                         ---------
     Non-Elective Contributions [Section 7(c), (f), (g)]    (i)
                                                         ---------
     Minimum Top-Heavy Contributions [Section 7(i)]         (i)
                                                         ---------

(1)  "Year of Service"

     (i)  For Eligibility Purposes: The 12-consecutive month period during which
          an Employee is credited with 1,000 (not more than 1,000) Hours of
                                       -----
          Service.

     (ii) For Allocation Accrual Purposes: The 12-consecutive month period
          during which an Employee is credited with 1,000 (not more than 1,000)
                                                    -----
          Hours of Service.

    (iii) For Vesting Purposes: The 12-consecutive month period during which an
          Employee is credited with 1,000 (not more than 1,000) Hours of
                                    -----
          Service.



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4. ELIGIBILITY REQUIREMENTS [Article II]

   (a) Service:

       (i)  For Elective Deferrals, and Required Voluntary Contributions or
            Employer Contributions [unless specified otherwise at (ii) below]:

            [ ] (1)  The Plan shall have no Service requirement.

            [X] (2)  The Plan shall cover only Employees having completed at
                     least 1 [not more than three (3)] Years of Service. If
                          ---
                     more than one (1) is specified, for Plan Years beginning in
                     1989 and later, the answer will be deemed to be one (1).

      (ii) For contributions [not covered at (i) above] specify the Service
           requirements below:

                                                   Service
           Type of Contribution                  Requirement
           --------------------                  -----------

           (1)  Employer Matching                ___________

           (2)  Qualified Non-Elective           ___________

           (3)  Discretionary
                Profit-Sharing                   ___________

           (4)  Required Voluntary               ___________

           Not more than three (3) years may be specified. If more than two (2)
           years is specified, for Plan Years beginning in 1989 and later, the
           requirement will be deemed to be two (2) years.

     NOTE: If the eligibility period 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 period. Participant's
           will be eligible for Top-Heavy minimum contributions after the period
           in (i) above, assuming they satisfy the other requirements of this
           Section 4.



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(b)  Age:

     [ ]  (i)  The Plan shall have no minimum age requirement.

     [X]  (ii) The Plan shall cover only Employees having attained age 21 (not
               more than age 21).

(c)  Classification:

     The Plan shall cover all Employees who have met the age and Service
     requirements with the following exceptions:

[x] (i)  No exceptions.

[ ] (ii)  The Plan shall exclude Employees included in a unit of Employees
          covered by a collective bargaining agreement between the Employer and
          Employee Representatives, if retirement benefits were the subject of
          good faith bar gaining. For this purpose, the term "Employee
          Representative" does not include any organization more than half of
          whose members are Employees who are owners, officers, or executives of
          the Employer.

[ ] (iii) The Plan shall exclude Employees who are nonresident aliens and who
          receive no earned income from the Employer which constitutes income
          from sources within the United States.

[ ] (iv)  The Plan shall exclude from participation any classification of
          Employees determined as follows:
       
          ---------------------------------------------

          ---------------------------------------------

          ---------------------------------------------

(d)  Employees on Effective Date:

     [X]  (i)   Not Applicable.  All Employees will be required to satisfy both
                the age and Service requirements specified above.
     [ ]  (ii)  Employees employed on the Plan's Effective Date do not have to
                satisfy the Service Requirements specified above at [ ](a)(i),
                [ ] (a)(ii), [ ] both.



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    [ ] (iii)  Employees employed on the Plan's Effective Date do not have to
               satisfy the age requirements specified above.

5.  RETIREMENT AGES

    (a)  Normal Retirement Age:

         If the Employer imposes a requirement that Employees retire upon
         reaching a specified age, the Normal Retirement Age selected below may
         not exceed the Employer imposed mandatory retirement age.

         [ ]  (i)   Normal Retirement Age shall be ____ (not to exceed age 65).

         [X]  (ii)  Normal Retirement Age shall be the later of attaining age
                    65 (not to exceed age 65) or the 5th (not to exceed the
                    --                               ---
                    5th) anniversary of the first day of the first Plan
                    Year in which the Participant commenced participation in
                    the Plan.

   (b)  Early Retirement Age:

        [ ] (i)  Not Applicable.

        [X] (ii) The Plan shall have an Early Retirement Age of 55 (not less
                 than 55) and completion of 7 Years of Service.


6.  EMPLOYEE CONTRIBUTIONS

   [X] (a)  Participants shall be permitted to make Elective Deferrals in any
            amount from 1 % up to 15 % of their Compensation.
 
            If (a) is applicable, Participants shall be permitted to amend their
            Salary Savings Agreements to change the contribution percentage as
            provided below:

     [ ] (i)   On the Anniversary Date of the Plan,

     [X] (ii)  On the Anniversary Date of the Plan and on the first day of the
               seventh month of the Plan Year,


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        [ ] (iii) On the Anniversary Date of the Plan and on the first day
                  following any Valuation Date, or

        [ ] (iv)  Upon 30 days notice to the Employer.
 
[ ] (b) Participants shall be permitted to make after tax Voluntary
        Contributions.

[ ] (c) Participants shall be required to make after tax Voluntary 
        Contributions as follows (Thrift Savings Plan):

        [ ] (i)  ___% of Compensation.

        [ ] (ii) A percentage determined by the Employee on his or her
                 enrollment form.
[ ] (d) If necessary to pass the Average Deferral Percentage Test, Participants 
        [ ] may [ ] may not have Elective Deferrals recharacterized as
        Voluntary Contributions.

  NOTE: The Average Deferral Percentage Test will apply to contributions under
        (a) above. The Average Contribution Percentage Test will apply to
        contributions under (b) and (c) above, and may apply to (a).

7.  EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

NOTE: The Employer shall make contributions to the Plan in accordance with the
      formula or formulas selected below. The Employer's contribution shall be
      subject to the limitations contained in Articles III and X. For this
      purpose, a contribution for a Plan Year shall be limited for the
      Limitation Year which ends with or within such Plan Year. Also, the
      integrated allocation formulas below are for Plan Years beginning in 1989
      and later. The Employer's allocation for earlier years shall be as
      specified in its Plan prior to amendment for the Tax Reform Act of 1986.

 (a)  Profits Requirement:

      (i)  Current or Accumulated Net Profits are required for:

           [ ] (A) Matching Contributions.

           [ ] (B) Qualified Non-Elective Contributions.

           [ ] (C) discretionary contributions.


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        (ii) No Net Profits are required for:
 
             [X] (A)  Matching Contributions.

             [X] (B)  Qualified Non-Elective Contributions.
 
             [X] (C)  discretionary contributions.
 
NOTE:        Elective Deferrals can always be contributed regardless of profits.
 
[ ] (b) Salary Savings Agreement:
 
        The Employer shall contribute and allocate to each Participant's account
        an amount equal to the amount withheld from the Compensation of such
        Participant pursuant to his or her Salary Savings Agreement. If
        applicable, the maximum percentage is specified in Section 6 above.

        An Employee who has terminated his or her election under the Salary
        Savings Agreement other than for hardship reasons may not make another
        Elective Deferral:
 
        [ ] (i)   until the first day of the next Plan Year.

        [ ] (ii)  until the first day of the [ ] next valuation period. [ ]
                  second valuation period following termination. [ ] third
                  valuation period following termination.

        [ ] (iii) for a period of _______ month(s) (not to exceed 12 months).
                                  
 
[X] (c) Matching Employer Contribution [See paragraphs (h) and (i)]:
 
        [ ] (i)  Percentage Match: The Employer shall contribute and allocate to
                 each eligible Participant's account an amount equal to __% of
                 the amount contributed and allocated in accordance with
                 paragraph 7 (b) above and (if checked) __% of [ ] the amount of
                 Voluntary Contributions made in accordance with paragraph 4.1
                 of the Basic Plan Document #R1. The Employer shall not match
                 Participant Elective Deferrals as


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                 provided above in excess of $____ or in excess of __% of the
                 Participant's Compensation or if applicable, Voluntary
                 Contributions in excess of $____ or in excess of __% of the
                 Participant's Compensation. In no event will the match on both
                 Elective Deferrals and Voluntary Contributions exceed a
                 combined amount of $____ or __%.
 
       [X] (ii)  Discretionary Match: The Employer shall contribute and allocate
                 to each eligible Participant's account a percentage of the
                 Participant's Elective Deferral contributed and allocated in
                 accordance with paragraph 7(b) above. The Employer shall set
                 such percentage prior to the end of the Plan Year. The Employer
                 shall not match Participant Elective Deferrals in excess of 
                 $_____ in excess of __% of the Participant's Compensation.

       [ ] (iii) Tiered Match: The Employer shall contribute and allocate to
                 each Participant's account an amount equal to __% of the first
                 __% of the Participant's Compensation, to the extent deferred.

                 __% of the next __%  of the Participant's Compensation, to the
                 extent deferred.

                 __% of the next __% of the Participant's Compensation, to the
                 extent deferred.

     NOTE: Percentages specified in (iii) above may not increase as the
           percentage of Participant's contribution increases.
 
      [ ]  (iv) Flat Dollar Match: The Employer shall contribute and allocate to
                each Participant's account $_____ if the Participant defers at
                least 1% of Compensation.

      [ ]  (v)  Percentage of Compensation Match: The Employer shall contribute
                and allocate to each Participant's account __% of Compensation
                if the Participant defers at least 1% of Compensation.


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      [ ] (vi)  Proportionate Compensation Match: The Employer shall contribute
                and allocate to each Participant who defers at least 1% of
                Compensation, an amount determined by multiplying such Employer
                Matching Contribution by a fraction the numerator of which is
                the Participant's Compensation and the de-nominator of which is
                the Compensation of all Participants eligible to receive such an
                allocation. The Employer shall set such discretionary
                contribution prior to the end of the Plan Year.

      [X](vii)  Qualified Match:  Employer Matching Contributions will be
                treated as Qualified Matching Contributions to the extent
                specified below:
 
                [ ] (A) All Matching Contributions.

                [ ] (B) None.

                [ ] (C) __% of the Employer's Matching Contribution.

                [ ] (D) Up to __% of each Participant's Compensation.
 
                [ ] (E) The amount necessary to meet the [ ] Average Deferral
                        Percentage (ADP) Test, [ ] Average Contribution
                        Percentage (ACP) Test, [ ] Both the ADP and ACP Tests.
 
         (viii) Matching Contribution Computation Period: The time period upon
                which matching contributions will be based shall be:
 
                [ ] (A) weekly

                [ ] (B) bi-weekly

                [ ] (C) semi-monthly

                [ ] (D) monthly
 
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                [ ] (E) quarterly

                [ ] (F) semi-annually

                [ ] (G) annually
 
          (ix)  Eligibility for Match: Employer Matching Contributions, whether
                or not Qualified, will only be made on Employee Contributions
                not withdrawn prior to the end of the [ ] valuation period [ ]
                Plan Year: 
 
[X] (d)  Qualified Non-Elective Employer Contribution - [See paragraphs (h)
         and (i)] These contributions are fully vested when contributed.

         The Employer shall have the right to make an additional discretionary
         contribution which shall be allocated to each eligible Employee in
         proportion to his or her Compensation as a percentage of the
         Compensation of all eligible Employees. This part of the Employer's
         contribution and the allocation thereof shall be unrelated to any
         Employee contributions made hereunder. The amount of Qualified non-
         Elective Contributions taken into account for purposes of meeting the
         ADP or ACP test requirements is:

         [ ] (i)   All such Qualified non-Elective Contributions.
 
         [x] (ii)  The amount necessary to meet [ ] the ADP test, [ ] the ACP
                   test, [x] Both the ADP and ACP tests.

         Qualified non-Elective Contributions will be made to:

         [ ] (iii) All Employees eligible to participate.
 
         [x] (iv)  Only non-Highly Compensated Employees eligible to
                   participate.
 
         [x] (e)   Additional Employer Contribution Other Than Qualified Non
                   Elective Contributions - Non-Integrated [See paragraphs (h)
                   and (i)]

                   The Employer shall have the right to make an additional
                   discretionary contribution which shall be allocated to each
                   eligible Employee in proportion to his or her Compensation as
                   a percentage of the Compensation of all eligible Employees.
                   This part of the Employer's contribution and the allocation
                   thereof shall be unrelated to any Employee contributions made
                   hereunder.


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[ ] (f)  Additional Employer Contribution - Integrated Allocation Formula
         [See paragraphs (h) and (i)]

         The Employer shall have the right to make an additional discretionary
         contribution. The Employer's contribution for the Plan Year plus any
         forfeitures shall be allocated to the accounts of eligible Participants
         as follows:

         (i) First, to the extent contributions and forfeitures are sufficient,
             all Participants will receive an allocation equal to 3% of their
             Compensation.

        (ii) Next, any remaining Employer Contributions and forfeitures will be
             allocated to Participants who have Compensation in excess of the
             Taxable Wage Base(excess Compensation). Each such Participant will
             receive an allocation in the ratio that his or her excess
             compensation bears to the excess Compensation of all Participants.
             Participants may only receive an allocation of 3% of excess
             Compensation.

       (iii) Next, any remaining Employer contributions and forfeitures will be
             allocated to all Participants in the ratio that their Compensation
             plus excess Compensation bears to the total Compensation plus
             excess Compensation of all Participants. Participants may only
             receive an allocation of up to 2.7% of their Compensation plus
             excess Compensation, under this allocation method. If the Taxable
             Wage Base defined at Section 3(j) is less than or equal to the
             greater of $10,000 or 20% of the maximum, the 2.7% need not be
             reduced. If the amount specified is greater than the greater of
             $10,000 or 20% of the maximum Taxable Wage Base, but not more than
             80%, 2.7% must be reduced to 1.3%. If the amount specified is
             greater than 80% but less than 100% of the maximum Taxable Wage
             Base, the 2.7% must be reduced to 2.4%.

       NOTE: If the Plan is not Top-Heavy or if the Top-Heavy minimum
             contribution or benefit is provided under another Plan [see Section
             11 (c)(ii)] covering the same Employees, sub-paragraphs (i) and
             (ii) above may be disregarded and 5.7%, 4.3% or 5.4% may be
             substituted for 2.7%, 1.3% or 2.4% where it appears in (iii) above.


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        (iv) Next, any remaining Employer contributions and forfeitures will be
             allocated to all Participants (whether or not they received an
             allocation under the preceding paragraphs) in the ratio that each
             Participant's Compensation bears to all Participants' Compensation.

[ ] (g) Additional Employer Contribution-Alternative Integrated Allocation
        Formula. [See paragraph (i)]

        The Employer shall have the right to make an additional discre-
        tionary contribution. To the extent that such contributions are
        sufficient, they shall be allocated as follows:

        __% of each eligible Participant's Compensation plus __% of Compensation
        in excess of the Taxable Wage Base defined at Section 3(j) hereof. The
        percentage on excess compensation may not exceed the lesser of (i) the
        amount first specified in this paragraph or (ii) the greater of 5.7% or
        the percentage rate of tax under Code Section 3111(a) as in effect on
        the first day of the Plan Year attributable to the Old Age (OA) portion
        of the OASDI provisions of the Social Security Act. If the Employer
        specifies a Taxable Wage Base in Section 3(j) which is lower than the
        Taxable Wage Base for Social Security purposes (SSTWB) in effect as of
        the first day of the Plan Year, the percentage contributed with respect
        to excess Compensation must be adjusted. If the Plan's Taxable Wage Base
        is greater than the larger of $10,000 or 20% of the SSTWB but not more
        than 80% of the SSTWB, the excess percentage is 4.3%. If the Plan's
        Taxable Wage Base is greater than 80% of the SSTWB but less than 100% of
        the SSTWB, the excess percentage is 5.4%.

  NOTE: Only one plan maintained by the Employer may be integrated with Social
        Security.

    (h) Allocation of Excess Amounts (Annual Additions)

        In the event that the allocation formula above results in an Excess
        Amount, such excess shall be:
 
        [X] (i)  placed in a suspense account accruing no gains or losses for
                 the benefit of the Participant.

        [ ] (ii) reallocated as additional Employer contributions to all other
                 Participants to the extent that they do not have any Excess 
                 Amount.


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   (i)  Minimum Employer Contribution Under Top-Heavy Plans:

        For any Plan Year during which the Plan is Top-Heavy, the sum of the
        contributions and forfeitures as allocated to eligible Employees under
        paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this Adoption Agreement
        shall not be less than the amount required under paragraph 14.2 of the
        Basic Plan document #R1. Top-Heavy minimums will be allocated to:

        [x]  (i)  all eligible Participants.

        [ ]  (ii) only eligible non-Key Employees who are Participants.

   (j)  Return of Excess Contributions and/or Excess Aggregate Contributions:

        In the event that one or more Highly Compensated Employees are subject
        to both the ADP and ACP tests and the sum of such tests exceeds the
        Aggregate Limit, the limit will be satisfied by reducing the:

        [ ] (i)   the ADP of the affected Highly Compensated Employees.

        [ ] (ii)  the ACP of the affected Highly Compensated Employees.

        [X] (iii) a combination of the ADP and ACP of the affected Highly
                  Compensated Employees.

8.  ALLOCATIONS TO TERMINATED EMPLOYEES [paragraph 5.3]

[X]  (a)  The Employer will not allocate Employer related contributions to
          Employees who terminate during a Plan Year, unless required to satisfy
          the requirements of Code Section 401(a)(26) and 410(b). (These
          requirements are effective for 1989 and subsequent Plan Years.)

[ ]  (b)  The Employer will allocate Employer matching and other related
          contributions as indicated below to Employees who terminate during the
          Plan Year as a result of:


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                 Matching    Other
                 --------    ----- 

                    [ ]       [ ]   (i)   Retirement.

                    [ ]       [ ]   (ii)  Disability.

                    [ ]       [ ]   (iii) Death.

                    [ ]       [ ]   (iv)  Other termination of employment
                                          provided that the Participant has
                                          completed a Year of Service as defined
                                          for Allocation Accrual Purposes.
 
                    [ ]       [ ]  (v)    Other termination of employment even
                                          though the Participant has not
                                          completed a Year of Service.

                    [ ]       [ ]  (vi)   Termination of employment (for any
                                          reason) provided that the 
                                          Participant had completed a Year of
                                          Service for Allocation Accrual 
                                          Purposes.


9.  ALLOCATION OF FORFEITURES

NOTE:  Subsections (a), (b) and (c) below apply to forfeitures of amounts other
       than Excess Aggregate Contributions.

       (a)  Allocation Alternatives:

            If forfeitures are allocated to Participants, such allocation shall
            be done in the same manner as the Employer's contribution.

            [ ] (i)  Not Applicable. All contributions are always fully vested.


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[ ]  (ii)  Forfeitures shall be allocated to Participants in the same manner
           as the Employer's contribution.

           If allocation to other Participants is selected, the allocation shall
           be as follows:

           [1]  Amount attributable to Employer discretionary contributions and
                Top-Heavy minimums will be allocated to:

                [ ]  all eligible Participants under the Plan.

                [ ]  only those Participants eligible for an allocation of
                     Employer contributions in the current year.

                [ ]  only those Participants eligible for an allocation of
                     matching contributions in the current year.

           [2]  Amounts attributable to Employer Matching contributions will be
                allocated to:

               [ ]  all eligible Participants.

               [ ]  only those Participants eligible for allocations of
                    matching contributions in the current year.

 [ ]  (iii) Forfeitures shall be applied to reduce the Employer's contribution
            for such Plan Year.

 [ ]  (iv)  Forfeitures shall be applied to offset administrative expenses of
            the Plan. If forfeitures exceed these expenses, (iii) above shall 
            apply.


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     (b)  Date for Reallocation:

   NOTE:  If no distribution has been made to a former Participant, subsection
          (i) below will apply to such Participant even if the Employer elects
          (ii), (iii) or (iv) below as its normal administrative policy.
 
          [ ] (i)   Forfeitures shall be reallocated at the end of the Plan Year
                    during which the former Participant incurs his or her fifth
                    consecutive one year Break In Service.

          [X] (ii)  Forfeitures will be reallocated immediately (as of the next
                    Valuation Date).

          [ ] (iii) Forfeitures shall be reallocated at the end of the Plan
                    Year during which the former employee incurs his or her
                    (1st, 2nd, 3rd, or 4th) consecutive one year Break In 
                    Service.

          [ ] (iv)  Forfeitures will be reallocated immediately (as of the Plan
                    Year end).

     (c)  Restoration of Forfeitures:

          If amounts are forfeited prior to five consecutive 1-year Breaks in
          Service, the Funds for restoration of account balances will be
          obtained from the following resources in the order indicated (fill in
          the appropriate number):

          [1] (i)   Current year's forfeitures.
 
          [2] (ii)  Additional Employer contribution.

          [3] (iii) Income or gain to the Plan.

     (d)  Forfeitures of Excess Aggregate Contributions shall be:

          [ ] (i)   Applied to reduce Employer contributions.

          [x] (ii)  Allocated, after all other forfeitures under the Plan, to
                    the Matching Contribution account of each non-highly
                    compensated Participant who made Elective Deferrals or
                    Voluntary Contributions in the ratio which each such
                    Participant's Compensation for the Plan Year bears to the
                    total Compensation of all Participants for such Plan Year.
                    Such forfeitures cannot be allocated to the account of any
                    Highly Compensated Employee.


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     Forfeitures of Excess Aggregate Contributions will be so applied at the end
     of the Plan Year in which they occur.

10.  CASH OPTION

     [ ]  (a)  The Employer may permit a Participant to elect to defer to
               the Plan, an amount not to exceed __% of any Employer paid cash
               bonus made for such Participant for any year. A Participant must
               file an election to defer such contribution at least fifteen (15)
               days prior to the end of the Plan Year. If the Employee fails to
               make such an election, the entire Employer paid cash bonus to
               which the Participant would be entitled shall be paid as cash and
               not to the Plan. Amounts deferred under this section shall be
               treated for all purposes as Elective Deferrals. Notwithstanding
               the above, the election to defer must be made before the bonus is
               made available to the Participant.

     [ ]  (b)  Not Applicable.

11.  LIMITATIONS ON ALLOCATIONS [Article X]

     [X]  This is the only Plan the Employer maintains or ever maintained; 
          therefore, this section is not applicable.

     [ ]  The Employer does maintain or has maintained another Plan (including
          a Welfare Benefit Fund or an individual medical account [as defined in
          Code Section 415(1)(2)], under which amounts are treated as Annual -
          Additions) and has completed the proper sections below.

          Complete (a), (b) and (c) only if the Employer maintains or ever
          maintained another qualified plan, including a Welfare Benefit Fund or
          an individual medical account [as defined in Code Section 415(1)(2)]
          in which any Participant in this Plan is (or was) a participant or
          could possibly become a participant.

     (a)  If the Participant is covered under another qualified Defined
          Contribution Plan maintained by the Employer, other than a Regional
          Prototype Plan:

          [ ]  (i)  the provisions of Article X of the Basic Plan Document #R1
                    will apply, as if the other plan were a Regional Prototype
                    Plan.


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          [ ] (ii)  Attach provisions stating the method under which the plans
                    will limit total Annual Additions to the Maximum Permissible
                    Amount, and will properly reduce any Excess Amounts, in a
                    manner that precludes Employer discretion.

     (b)  If a Participant is or ever has been a participant in a Defined
          Benefit Plan maintained by the Employer:

          Attach provisions which will satisfy the 1.0 1imitation of Code
          Section 415(e). Such language must preclude Employer discretion. The
          Employer must also specify the interest and mortality assumptions used
          in determining Present Value in the Defined Benefit Plan.

     (c)  The minimum contribution or benefit required under Code Section 416
          relating to Top-Heavy Plans shall be satisfied by:

          [ ]  (i)  this Plan.

          [ ]  (ii)
                    ------------------------------------------------

                    ------------------------------------------------
               (Name of other qualified plan of the Employer).


          [ ] (iii) Attach provisions stating the method under which the
                    minimum contribution and benefit provisions of Code Section
                    416 will be satisfied. If a Defined Benefit Plan is or was
                    maintained, an attachment must be provided showing interest
                    and mortality assumptions used in the Top-Heavy Ratio.

12.  VESTING [Article IX]

     Employees shall have a fully vested and nonforfeitable interest in any
     Employer contribution and the investment earnings thereon made in
     accordance with paragraphs (select one or more options) [ ] 7(c), [ ] 7(e),
     [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under paragraph 7(b),
     7(c)(vii) and 7(d) are always fully vested. If one or more of the foregoing
     options are not selected, such Employer contributions shall be subject to
     the vesting table selected by the Employer.

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     Each Participant shall acquire a vested and nonforfeitable percentage in
     his or her account balance attributable to Employer contributions and the
     earnings thereon under the procedures selected below except with respect to
     any Plan Year during which the Plan is Top-Heavy, in which case the Two-
     twenty vesting schedule [option (b)(iv)] shall automatically apply unless
     the Employer has already elected a faster vesting schedule. If the Plan is
     switched to option (b)(iv), because of its Top-Heavy status, that vesting
     schedule will remain in effect even if the Plan later becomes non-Top-Heavy
     until the Employer executes an amendment of this Adoption Agreement
     indicating otherwise.

(a)  Computation Period:

     The computation period for purposes of determining Years of Service and
     Breaks in Service for purposes of computing a Participant's nonforfeitable
     right to his or her account balance derived from Employer contributions:

     [ ] (i)  shall not be applicable since Participants are always fully
              vested,

     [ ] (ii) shall commence on the date on which an Employee first performs an
              Hour of Service for the Employer and cash subsequent 12
              consecutive month period shall commence on the anniversary
              thereof, or 
     [ ] (iii)shall commence on the first day of the Plan Year during which an
              Employee first performs an Hour of Service for the Employer and
              cash subsequent 12-consecutive month period shall commence on the
              anniversary thereof.

A Participant shall receive credit for a Year of Service if he or she completes
at least 1,000 Hours of Service [or if lesser, the number of hours specified at
3(1)(iii) of this Adoption Agreement] at any time during the 12-consecutive
month computation period. Consequently, a Year of Service may be earned prior to
the end of the 12-consecutive month computation period and the Participant need
not be employed at the end of the 12-consecutive month computation period to
receive credit for a Year of Service.

(b)  Vesting Schedules:

NOTE: The vesting schedules below only apply to a Participant who has at least
      one Hour of Service during or after the 1989 Plan Year. If applicable,
      Participants who separated from Service prior to the 1989 Plan Year will
      remain under the vesting schedule as in effect in the Plan prior to
      amendment for the Tax Reform Act of 1986.



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     (i)  Full and immediate Vesting.
 
                                          Years of Service
--------------------------------------------------------------------------------
                              1      2      3      4      5      6      7
                            ----   ----   ----   ----   ----   ----   ----
    (ii)                     __%   100%
    (iii)                    __%    __%   100%
    (iv)                     __%    20%    40%    60%    80%   100%
    (v)                       0%     0%    20%    40%    60%    80%   100%
    (vi)                     10%    20%    30%    40%    60%    80%   100%
    (vii)                    __%    __%    __%    __%   100%
    (viii)                   __%    __%    __%    __%    __%    __%   100%
 
NOTE:  The percentages selected for schedule (viii) may not be less for any year
       than the percentages shown at schedule (v).
 
       [X] All contributions other than those which are fully vested when
           contributed will vest under (v) above. 

       [ ] Contributions other than those which are fully vested when
           contributed will vest as provided below:

                   Vesting
               Option Selected    Type Of Employer Contribution
               ---------------    -----------------------------

               _______________    7(c) Employer Match on Salary Savings

               _______________    7(c) Employer Match on Employee Voluntary

               _______________    7(e) Employer Discretionary 
                                        
               ---------------    7(f) & (g) Employer Discretionary - Integrated

(c)  Service disregarded for Vesting:

     [x] (i)   Not Applicable. All Service shall be considered.

     [ ] (ii)  Service prior to the Effective Date of this Plan or a predecessor
               plan shall be disregarded when computing a Participant's vested
               and nonforfeitable interest.

     [ ] (iii) Service prior to a Participant having attained age 18 shall be
               disregarded when computing a Participant's vested and
               nonforfeitable interest.


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13.  SERVICE WITH PREDECESSOR ORGANIZATION

     For purposes of satisfying the Service requirements for eligibility, Hours
     of Service shall include Service with the following predecessor
     organization(s): (These hours will also be used for vesting purposes.)

     ---------------------------------------------------------------------

     ---------------------------------------------------------------------

     ---------------------------------------------------------------------

14.  ROLLOVER/TRANSFER CONTRIBUTIONS

     (a)  Rollover Contributions, as described at paragraph 4.3 of the Basic
          Plan Document #R1, [x] shall [ ] shall not be permitted. If permitted,
          Employees [x] may [ ] may not make Rollover Contributions prior to
          meeting the eligibility requirements for participation in the Plan.

     (b)  Transfer Contributions, as described at paragraph 4.4 of the Basic
          Plan Document #R1 [x] shall [ ] shall not be permitted. If permitted,
          Employees [x] may [ ] may not make Transfer Contributions prior to
          meeting the eligibility requirements for participation in the Plan.

   NOTE:  Even if available, the Employer may refuse to accept such
          contributions if its Plan meets the safe-harbor rules of paragraph 8.7
          of the Basic Plan Document #R1.


15.  HARDSHIP WITHDRAWALS

     Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
     Document #R1, [x] are [ ] are not permitted.

16.  PARTICIPANT LOANS

     Participant loans, as provided for in paragraph 13.4 of the Basic Plan
     Document #R1, [x] are [ ] are not permitted. If permitted, repayments of
     principal and interest shall be repaid to [x] the Participant's segregated
     account or [ ] the general Fund.

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17.  INSURANCE POLICIES

     The insurance provisions of paragraph 13.5 of the Basic Plan Document #R1
     [ ] shall [x] shall not be applicable.

18.  EMPLOYER INVESTMENT DIRECTION

     The Employer investment direction provisions, as set forth in paragraph
     13.6 of the Basic Plan Document 3R1, [ ] shall [x] shall not be applicable.

19.  EMPLOYEE INVESTMENT DIRECTION

     (a)  The Employee investment direction provisions, as set forth in
          paragraph 13.7 of the Basic Plan Document #R1, [ ] shall [ ] shall not
          be applicable.

     If applicable, Participants may direct their investments:

     [x] (i)   among funds offered by the Trustee.

     [ ] (ii)  among any allowable investments.

     (b)  Participants may direct the following kinds of contributions and the
          earnings thereon (check all applicable):
 
     [x] (i)    All Contributions

     [ ] (ii)   Elective Deferrals

     [ ] (iii)  Employee Voluntary Contributions (after-tax)

     [ ] (iv)   Employee Mandatory Contributions (after-tax)

     [ ] (v)    Employer Qualified Matching Contributions

     [ ] (vi)   Other Employer Matching Contributions

     [ ] (vii)  Employer Qualified Non-Elective Contributions

     [ ] (viii) Employer Discretionary Contributions

     [ ] (ix)   Rollover Contributions

     [ ] (x)    Transfer Contributions

     [ ] (xi)   All of the above which are checked, but only to the extent that
                the participant is vested in those contributions.

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NOTE:  To the extent that Employee investment direction was previously allowed,
       it shall continue to be allowed on those amounts and the earnings
       thereon.

20.  EARLY PAYMENT OPTION

     (a)  A Participant who separates from Service prior to retirement, death or
          Disability [ ] may [ ] may not make application to the Employer
          requesting an early payment of his or her vested account balance.

     (b)  A Participant who has not separated from Service [ ] may [ ] may not
          obtain a distribution of his or her vested Employer contributions.
          Distribution can only be made if the Participant is 100% vested.

     (c)  A Participant who has attained the Plan's Normal Retirement Age and
          who has not separated from Service [ ] may [ ] may not receive a
          distribution of his or her vested account balance.

NOTE: If the Participant has had the right to withdraw his or her account
      balance in the past, this right may not be taken away. Notwithstanding the
      above, to the contrary, required minimum distributions will be paid. For
      timing of distribution see item 21(a) below.

21.  DISTRIBUTION OPTIONS

     (a)  Timing of Distributions:

          In cases of termination for other than death, Disability or
          retirement, benefits shall be paid:
 
          [ ] (i)   As soon as administratively feasible, following the close of
                    the valuation period during which a distribution is
                    requested or is otherwise payable.

          [x] (ii)  As soon as administratively feasible following the close of
                    the Plan Year during which a distribution is requested or is
                    otherwise payable.

          [ ] (iii) As soon as administratively feasible, following the date on
                    which a distribution is requested or is otherwise payable.

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         [ ]  (iv)  As soon as administratively feasible, after the close of the
                    Plan Year during which the Participant incurs consecutive
                    one-year Breaks in Service.
 
         [ ]  (v)   Only after the Participant has achieved the Plan's Normal
                    Retirement Age, or Early Retirement Age, if applicable.

         In cases of death, Disability or retirement, benefits shall be paid:

         [ ] (vi)   As soon as administratively feasible, following the close of
                    the valuation period during which a distribution is
                    requested or is otherwise payable.

         [X] (vii)  As soon as administratively feasible following the close of
                    the Plan Year during which a distribution is requested or is
                    otherwise payable.

         [ ] (viii) As soon as administratively feasible, following the date on
                    which a distribution is requested or is otherwise payable.

     (b) Optional Forms of Payment:
 
         [x] (i)   Lump Sum.

         [x] (ii)  Installment Payments.

         [x] (iii) Life Annuity*.

         [ ] (iv)  Life Annuity Term Certain*.
                   Life Annuity with payments guaranteed for period (not to
                   exceed 20 years, specify all applicable).
 
         [x] (v)   Joint and [x] 50%, [ ] 66-2/3%, [ ] 75% or [ ] 100%
                   survivor annuity* (specify all applicable).

         [ ] (vi)  Other form(s) specified: ____________________________

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         *Not available in Plan meeting provisions of paragraph 8.7 of Basic
         Plan Document #R1.

     (e) Recalculation of Life Expectancy:

         In determining required distributions under the Plan, Participants
         and/or their Spouse (Surviving Spouse) [ ] shall [ ] shall not have the
         right to have their life expectancy recalculated.

         If "shall",

         [ ]  only the Participant shall be recalculated.

         [ ]  both the Participant and Spouse shall be recalculated.

         [X]  who is recalculated shall be determined by the Participant.

 
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22. SIGNATURES:

    (a)  EMPLOYER:

         Name and address of Employer if different than specified in Section 1
         above.

         ---------------------------------------------------------------

         ---------------------------------------------------------------

         ---------------------------------------------------------------

         This agreement and the corresponding provisions of the Plan and Trust
         Basic Plan Document #R1 were adopted by the Employer the 20th day of
                                                                  ----
         December, 1995.
         --------------

         Signed for the Employer by:                Michael G. Rubin
                                           ------------------------------
         Title:                                         President


         Signature:                               /s/ Michael G. Rubin
                                           -------------------------------

The Employer understands that its failure to properly Complete the Adoption
Agreement may result in disqualification of its Plan.


Employer's Reliance: The adopting Employer may not rely on a notification letter
issued by the National Office of the Internal Revenue Service as evidence that
the Plan is qualified under Code Section 401. In order to obtain reliance with
respect to Plan qualification, the Employer must apply to the appropriate Key
District Office for a determination letter.

This Adoption Agreement may only be used in conjunction with Basic Plan Document
#R1.


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    (b) TRUSTEE:

        Name of Trustee(s):

              Michael G. Rubin
        ------------------------------------------------------------

              Dennis R. Rubisch
        ------------------------------------------------------------

The Employer's Plan as contained herein was accepted by the Trustee(s) the 20th
                                                                           ----
day of December, 1995.
       --------------

Signed for the Trustee by        Michael G. Rubin           Dennis R. Rubisch
                            --------------------------   ----------------------
Title:                               Trustee                     Trustee

Signature:                    /s/ Michael G. Rubin       /s/ Dennis R. Rubisch
                            --------------------------   ---------------------- 

(c)  SPONSOR:
 
     The Employer's agreement and the corresponding provisions of the Plan and
     Trust Basic Plan Document #R1 were accepted by the Sponsor the ___ day of
     _________,  19__.

Signed for the Sponsor by:
                                 ----------------------------------------------
Title:
                                 ----------------------------------------------
Signature:
                                 ----------------------------------------------

                                      33