RETIREMENT SAVINGS PLAN

Employee Benefits Plan Agreement

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Adam's Laboratories, Inc | Administaff Retirement Services, LP

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Title: RETIREMENT SAVINGS PLAN
Date: 3/25/2005
Industry: Major Drugs Sector: Healthcare

RETIREMENT SAVINGS PLAN, Parties: adam's laboratories inc , administaff retirement services lp

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EXHIBIT 10.10

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

ADOPTION AGREEMENT FOR

ARS

NON-STANDARDIZED 401(K) PROFIT SHARING

PLAN AND TRUST

The undersigned Employer adopts Administaff Retirement Services, L.P. Prototype

Non-Standardized Profit Sharing Plan and Trust and elects the following

provisions:

CAUTION: Failure to properly fill out this Adoption Agreement may result in

disqualification of the Plan

EMPLOYER INFORMATION

(An amendment to the Adoption Agreement is not needed solely to reflect a change

in the information in this Employer Information Section.)

1. EMPLOYER'S NAME, ADDRESS AND TELEPHONE NUMBER

Name: Adam's Laboratories, Inc.

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Address: 14801 Sovereign Rd

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Street

Fort Worth TX 76155

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City State Zip

Telephone: 817-354-3858

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

2. EMPLOYER'S TAXPAYER IDENTIFICATION NUMBER 75-2725552

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

3. TYPE OF ENTITY

a. [X] Corporation (including Tax-exempt or Non-profit Corporation)

b. [ ] Professional Service Corporation

c. [ ] S Corporation

d. [ ] Limited Liability Company that is taxed as:

1. [ ] a partnership or sole proprietorship

2. [ ] a Corporation

3. [ ] an S Corporation

e. [ ] Sole Proprietorship

f. [ ] Partnership (including Limited Liability)

g. [ ] Other:

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AND, the Employer is a member of (select all that apply):

h. [ ] a controlled group

i. [ ] an affiliated service group

4. EMPLOYER FISCAL YEAR means the 12 consecutive month period:

Beginning on July 1 (e.g., January 1st)

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

month day

and ending on June 30

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month day

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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

PLAN INFORMATION

(An amendment to the Adoption Agreement is not needed solely to reflect a change

in the information in Questions 9. through 11.)

5. PLAN NAME:

Adam's Laboratories, Inc. Retirement Savings Plan

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6. EFFECTIVE DATE

a. [X] This is a new Plan effective as of January 1, 2004 (hereinafter

called the "Effective Date").

b. [ ] This is an amendment and restatement of a previously established

qualified plan of the Employer which was originally effective

_____________ (hereinafter called the "Effective Date"). The

effective date of this amendment and restatement is

_________________

c. [N/A] FOR GUST RESTATEMENTS: This is an amendment and restatement of a

previously established qualified plan of the Employer to bring

the Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA

'97). The original Plan effective date was ____________

(hereinafter called the "Effective Date") Except as specifically

provided in the Plan, the effective date of this amendment and

restatement is____________. (May enter a restatement date that is

the first day of the current Plan Year. The Plan contains

appropriate retroactive effective dates with respect to

provisions for the appropriate laws.)

7. PLAN YEAR means the 12 consecutive month period:

Beginning on 01 01 (e.g., January 1st)

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

month day

and ending on 12 31

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

month day

EXCEPT that there will be a Short Plan Year:

a. [ ] N/A

b. [X] Beginning on 12 31 2003 (e.g,. July 1, 2000)

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

month day, year

and ending on 12 31 2003

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

month day, year

8. VALUATION DATE means:

a. [X] Every day that the Trustee, any transfer agent appointed by the

Trustee or the Employer, and any stock exchange used by such agent

are open for business (daily valuation).

b. [N/A] The last day of each Plan Year.

c. [N/A] The last day of each Plan Year half (semi-annual).

d. [N/A] The last day of each Plan Year quarter.

e. [N/A] Other (specify day or dates):____________ (must be at least once

each Plan Year).

9. PLAN NUMBER assigned by the Employer

a. [X] 00l

b. [ ] 002

c. [ ] 003

d. [ ] Other:______________

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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

10. TRUSTEE(S):

a. [ ] Individual Trustee(s) who serve as discretionary Trustee(s)

over assets not subject to control by a corporate Trustee

Name(s) Title(s)

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

Address and Telephone number

1. [ ] Use Employer address and telephone number

2. [ ] Use address and telephone number below:

Address:

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

Street

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

City State Zip

Telephone:

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b. [X] Corporate Trustee

Name: Reliance Trust Company

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

Address: 3384 Peachtree Road NE, Suite 900

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

Atlanta GA 30326-1106

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City Street Zip

Telephone: (800) 749-0752

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

AND, the corporate Trustee shall serve as:

1. [X] a directed (nondiscretionary) Trustee over all Plan assets

except for the following:

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2. [ ] a discretionary Trustee over all Plan assets except for the

following:

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AND, shall a separate trust agreement be used with this Plan?

c. [ ] Yes

d. [X] No

NOTE: If Yes is selected, an executed copy of the trust agreement between

the Trustee and the Employer must be attached to this Plan. The Plan

and trust agreement will be read and construed together. The

responsibilities, rights and powers of the Trustee shall be those

specified in the trust agreement.

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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

11. PLAN ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER:

(If none is named, the Employer will become the Administrator.)

a. [X] Employer (Use Employer address and telephone number)

b. [ ] Use name, address and telephone number below:

Name: Adam's Laboratories, Inc.

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

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

Address: 14801 Sovereign Rd

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

Street

Fort Worth TX 76155

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

City State Zip

Telephone: 817-354-3858

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

12. CONSTRUCTION OF PLAN

This Plan shall be governed by the laws of the state or commonwealth

where the Employer's (or, in the case of a corporate Trustee, such

Trustee's) principal place of business is located unless another state or

commonwealth is specified:

Texas

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ELIGIBILITY REQUIREMENTS

13. ELIGIBLE EMPLOYEES (Plan Section 1.18)

FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or e. BELOW FOR

EMPLOYER CONTRIBUTIONS) means all Employees (including Leased Employees)

EXCEPT:

NOTE: If different exclusions apply to Elective Deferrals than to other

Employer contributions, complete this part a.-b. for the Elective

Deferral component of the Plan.

a. [N/A] N/A No exclusions.

b. [X] The following are excluded, except that if b.3. is selected, such

Employees will be included (select all that apply):

1. [X] Union Employees (as defined in Plan Section 1.18)

2. [X] Non-resident aliens (as defined in Plan Section 1.18)

3. [ ] Employees who became Employees as the result of a "Code

Section 410(b)(6)(C) transaction" (as defined in Plan Section

1.18)

4. [ ] Salaried Employees

5. [ ] Highly Compensated Employees

6. [X] Leased Employees

7. [ ] Other:_________________________

HOWEVER, different exclusions will apply (select c. OR d. and/or e.):

c. [X] N/A The options elected in a.-b. above apply for all purposes of

the Plan.

d. [N/A] For purposes of all Employer contributions (other than Elective

Deferrals and matching contributions)...

e. [N/A] For purposes of Employer matching contributions...

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

IF d. OR e. IS SELECTED, the following exclusions apply for such purposes

(select f. or g.):

f. [N/A] N/A No exclusions

g. [N/A] The following are excluded, except that if g.3. is selected,

such Employees will be included (select all that apply):

1. [ ] Union Employees (as defined in Plan Section 1.18)

2. [ ] Non-resident aliens (as defined in Plan Section 1.18)

3. [ ] Employees who became Employees as the result of a "Code

Section 410(b)(6)(C) transaction" (as defined in Plan Section

1.18)

4. [ ] Salaried Employees

5. [ ] Highly Compensated Employees

6. [ ] Leased Employees

7. [ ] Other:_______________________________________________________

14. THE FOLLOWING AFFILIATED EMPLOYER (Plan Section 1.6) will adopt this Plan

as a Participating Employer (if there is more than one, or if Affiliated

Employers adopt this Plan after the date the Adoption Agreement is

executed, attach a list to this Adoption Agreement of such Affiliated

Employers including their names, addresses, taxpayer identification

numbers and types of entities):

NOTE: Employees of an Affiliated Employer that does not adopt this

Adoption Agreement as a Participating Employer shall not be Eligible

Employees. This Plan could violate the Code Section 410(b) coverage

rules if all Affiliated Employers do not adopt the Plan.

a. [X] N/A

b. [ ] Name of First Affiliated Employer:_________________________________

Address: _________________________________________________________

Street

_________________________________________________________

City State Zip

Telephone:_____________________

Taxpayer Identification Number__________________

AND, the Affiliated Employer is:

c. [ ] Corporation (including Tax-exempt, Non-profit or Professional

Service Corporation)

d. [ ] S Corporation

e. [ ] Limited Liability Company that is taxed as:

1. [ ] a partnership or sole proprietorship

2. [ ] a Corporation

3. [ ] an S Corporation

f. [ ] Sole Proprietorship

g. [ ] Partnership (including Limited Liability)

h. [ ] Other: _________________________________________________

15. CONDITIONS OF ELIGIBILITY (Plan Section 3.1)

Any Eligible Employee will be eligible to participate in the Plan upon

satisfaction of the following:

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, unless elected in b.4. or i.4. below.

ELIGIBILITY FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k. BELOW

FOR EMPLOYER CONTRIBUTIONS) (select a. or all that apply of b., c., and

d.):

NOTE: If different conditions apply to Elective Deferrals than to other

Employer contributions, complete this part a.-d. for the Elective

Deferral component of the Plan.

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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

a. [ ] No age or service required (Go to e.-g. below)

b. [X] Completion of the following service requirement which is based on

Years of Service (or Periods of Service if the Elapsed Time Method

is elected):

1. [ ] No service requirement

2. [ ] 1/2 Year of Service or Period of Service

3. [ ] 1 Year of Service or Period of Service

4. [X] 1000 (not to exceed 1,000) Hours of Service within 12 (not

to exceed 12) months from the Eligible Employee's employment

commencement date. If an Employee does not complete the

stated Hours of Service during the specified time period,

the Employee is subject to the Year of Service requirement

in b.3 above.

5. [N/A] Other:____________________________________________________

(may not exceed one (1) Year of Service

or Period of Service)

c. [X] Attainment of age:

1. [ ] No age requirement

2. [ ] 20 1/2

3. [ ] 21

4. [X] Other: 18 (may not exceed 21)

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d. [ ] The service and/or age requirements specified above shall be

waived with respect to any Eligible Employee who was employed

on______________and such Eligible Employee shall enter the Plan as

of such date.

The requirements to be waived are (select one or both):

1. [ ] service requirement (will let part-time Eligible Employees

in Plan)

2. [ ] age requirement

HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f.

and/or g.):

e. [X] N/A The options elected in a.-d. above apply for all purposes

of the Plan.

f. [N/A] For purposes of all Employer contributions (other than Elective

Deferrals and matching contributions).

g. [N/A] For purposes of Employer matching contributions.

If f. OR g. IS SELECTED, the following eligibility conditions apply for

such purposes:

h. [N/A] No age or service requirements

i. [N/A] Completion of the following service requirement which is based

on Years of Service (or Periods of Service if the Elapsed Time

Method is elected):

1. [ ] No service requirement

2. [ ] 1/2 Year of Service or Period of Service

3. [ ] 1 Year of Service or Period of Service

4. [ ] _____ (not to exceed 1,000) Hours of Service within______(not

to exceed 12) months from the Eligible Employee's employment

commencement date. If an Employee does not complete the

stated Hours of Service during the specified time period, the

Employee is subject to the Year of Service requirement in

i.3. above

5. [ ] 1 1/2 Years of Service or Periods of Service

6. [ ] 2 Years of Service or Periods of Service

7. [ ] Other:_____________________________________________________

(may not exceed two (2) Years of Service or Periods

of Service)

NOTE: If more than one (l) Year of Service is elected 100% immediate

vesting is required.

j. [N/A] Attainment of age:

1. [ ] No age requirement

2. [ ] 20 1/2

3. [ ] 21

4. [ ] Other:________________________________(may not exceed 21)

k. [N/A] The service and/or age requirements specified above shall be

waived with respect to any Eligible Employee who was employed

on___________and such Eligible Employee shall enter the Plan as

of such date.

The requirements to be waived are (select one or both):

1. [ ] service requirement (will let part-time Eligible Employees in

Plan)

2. [ ] age requirement

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

16. EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)

An Eligible Employee who has satisfied the eligibility requirements will

become a Participant for all purposes of the Plan (except as elected in

g.-p. below for Employer contributions):

NOTE: If different entry dates apply to Elective Deferrals than to other

Employer contributions, complete this part a.-f. for the Elective

Deferral component of the Plan.

a. [N/A] the day on which such requirements are satisfied.

b. [X] the first day of the month coinciding with or next following the

date on which such requirements are satisfied.

c. [ ] the first day of the Plan Year quarter coinciding with or next

following the date on which such requirements are satisfied.

d. [ ] 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 such requirements are satisfied.

e. [ ] the first day of the Plan Year next following the date on which

such requirements are satisfied. (Eligibility must be 1/2 Year

of Service (or Period of Service) or less and age must be 20 1/2

or less).

f. [N/A] other:________________________________________________________

provided that an Eligible Employee who has satisfied the

maximum age (21) and service requirements (one (1) Year or

Period of Service) 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.

HOWEVER, different entry dates will apply (select g. OR h. and/or i.):

g. [X] N/A The options elected in a.-f. above apply for all purposes of

the Plan.

h. [N/A] For purposes of all Employer contributions (other than

Elective Deferrals and matching contributions).

i. [N/A] For purposes of Employer matching contributions.

IF h. OR i. IS SELECTED, the following entry dates apply for such purposes

(select one):

j. [N/A] the first day of the month coinciding with or next following

the date on which such requirements are satisfied.

k. [N/A] the first day of the Plan Year quarter coinciding with or next

following the date on which such requirements are satisfied.

1. [N/A] the first day of the Plan Year in which such requirements are

satisfied.

m. [N/A] the first day of the Plan Year in which such requirements are

satisfied, if such requirements are satisfied in the first 6

months of the Plan Year, or as of the first day of the next

succeeding Plan Year if such requirements are satisfied in the

last 6 months of the Plan Year.

n. [N/A] 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 such requirements are satisfied.

o. [N/A] the first day of the Plan Year next following the date on

which such requirements are satisfied. (Eligibility must be

1/2 (or 1 1/2 if 100% immediate Vesting is selected) Year of

Service (or Period of Service) or less and age must be 20 1/2

or less).

p. [N/A] other:________________________________________________,

provided that an Eligible Employee who has satisfied the

maximum age (21) and service requirements (one (1) Year or

Period of Service (or more than one (1) year if full and

immediate vesting)) 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.

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

SERVICE

17. RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.57 and

1.85)

a. [N/A] No service with a predecessor Employer shall be recognized

b. [X] Service with Administaff

will be recognized except as follows (select 1. or all that

apply of 2. through 4.):

1. [X] N/A, no limitations.

2. [N/A] service will only be recognized for vesting

purposes.

3. [N/A] service will only be recognized for eligibility

purposes.

4. [N/A] service prior to____________________will not be

recognized.

NOTE: If the predecessor Employer maintained this qualified

Plan, then Years of Service (and/or Periods of Service)

with such predecessor Employer shall be recognized

pursuant to Plan Sections 1.57 and 1.85 and b.1. will

apply.

18. SERVICE CREDITING METHOD (Plan Sections 1.57 and 1.85)

NOTE: If no elections are made in this Section, then the Hours of Service

Method will be used and the provisions set forth in the definition

of Year of Service in Plan Section 1.85 will apply.

ELAPSED TIME METHOD shall be used for the following purposes (select all

that apply):

a. [X] N/A. Plan only uses the Hours of Service Method.

b. [N/A] all purposes. (If selected, skip to Question 19.)

c. [ N/A] eligibility to participate.

d. [ N/A] vesting.

e. [ N/A] sharing in allocations or contributions.

HOURS OF SERVICE METHOD shall be used for the following purposes (select

all that apply):

f. [N/A] N/A. Plan only uses the Elapsed Time Method.

g. [X] eligibility to participate in the Plan. The eligibility

computation period after the initial eligibility computation period

shall...

1. [X] shift to the Plan Year after the initial computation

period.

2. [ ] be based on the date an Employee first performs an Hour of

Service (initial computation period) and subsequent

computation periods shall be based on each anniversary date

thereof.

h. [X] vesting. The vesting computation period shall be...

1. [X] the Plan Year.

2. [ ] the date an Employee first performs an Hour of Service and

each anniversary thereof.

i. [X] sharing in allocations or contributions (the computation period

shall be the Plan Year.)

AND, IF THE HOURS OF SERVICE METHOD IS BEING USED, the Hours of Service

will be determined on the basis of the method selected below. Only one

method may be selected. The method selected below will be applied to

(select j. or k.):

j. [N/A] all Employees.

k. [X] salaried Employees only (for hourly Employees, actual Hours of

Service will be used).

ON THE BASIS OF:

l. [N/A] actual hours for which an Employee is paid or entitled to

payment.

m. [N/A] days worked. An Employee will be credited with ten (10) Hours

of Service if under the Plan such Employee would be credited with at

least one (1) Hour of Service during the day.

n. [N/A] weeks worked. An Employee will be credited with 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.

o. [N/A] semi-monthly payroll periods worked. 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.

p. [X] 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.

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

AND, a Year of Service means the applicable computation period during

which an Employee has completed at least:

q. [X] __1000__ (may not be more than 1,000) Hours of Service (if left

blank, the Plan will use 1,000 Hours of Service).

VESTING

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

Vesting for Employer Contributions (except as otherwise elected in j -q

below for matching contributions). The vesting schedule, based on a

Participant's Years of Service (or Periods of Service if the Elapsed Time

Method is elected), shall be as follows:

a. [ ] 100% upon entering Plan (Required if eligibility requirement is

greater than one (1) Year of Service or Period of Service )

b. [ ] 3 Year Cliff:

0-2 years 0%

3 years 100%

c. [N/A] 5 Year Cliff:

0-4 years 0%

5 years 100%

d. [N/A] 6 Year Graded:

0-1 year 0%

2 years 20%

3 years 40%

4 years 60%

5 years 80%

6 years 100%

e. [N/A] 4 Year Graded:

1 year 25%

2 years 50%

3 years 75%

4 years 100%

f. [X] 5 Year Graded:

1 year 20%

2 years 40%

3 years 60%

4 years 80%

5 years 100%

g. [N/A] 7 Year Graded:

0-2 years 0%

3 years 20%

4 years 40%

5 years 60%

6 years 80%

7 years 100%

h. [N/A] Other - Must be at least as liberal as either c. or g. above

Service Percentage

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<PAGE>

NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

VESTING FOR EMPLOYER MATCHING CONTRIBUTIONS

The vesting schedule for Employer matching contributions, based on a

Participant's Years of Service (or Periods of Service if the Elapsed Time

Method is elected) shall be as follows:

i. [N/A] N/A. There are no matching contributions subject to a vesting

schedule OR the schedule in a.-h. above shall also apply to

matching contributions

j. [N/A] 100% upon entering Plan. (Required if eligibility requirement

is greater than one (1) Year of Service or Period of Service).

k. [N/A] 3 Year Cliff

1. [N/A] 5 Year Cliff

m. [N/A] 6 Year Graded

n. [N/A] 4 Year Graded

o. [N/A] 5 Year Graded

p. [N/A] 7 Year Graded

q. [N/A] Other - Must be at least as liberal as either i. or p. above

Service Percentage

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

20. 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. [X] Vesting schedule has not been amended, amended schedule is more

favorable in ALL years or prior schedule was immediate 100% vesting.

b. [ ] Pre-amended schedule:

Service Percentage

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

21. 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 (or Periods of Service if the Elapsed

Time Method is elected), 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 before the Plan became a Top Heavy Plan

and shall continue to apply if the Plan ceases to be a Top Heavy Plan

unless an amendment is made to change the vesting schedule.

a. [X] N/A (the regular vesting schedule already satisfies one of the

minimum top heavy schedules).

<PAGE>

NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

b. [ ] 6 Year Graded:

0-1 year 0%

2 years 20%

3 years 40%

4 years 60%

5 years 80%

6 years 100%

c. [ ] 3 Year Cliff:

0-2 years 0%

3 years 100%

d. [ ] Other - Must be at least as liberal as either b. or c. above.

Service Percentage

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

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.

22. EXCLUDED VESIING SERVICE

a. [ ] No exclusions.

b. [ ] Service prior to the Effective Date of the Plan or a predecessor

plan.

c. [X] Service prior to the time an Employee has attained age 18.

23. VESTING FOR DEATH AND TOTAL AND PERMANENT DISABILITY

Regardless of the vesting schedule, Participants shall become fully Vested

upon (select a. or all that apply of b. and c.)

a. [X] N/A. Apply vesting schedule, or all contributions to the Plan

are fully Vested.

b. [N/A] Death.

c. [N/A] Total and Permanent Disability.

24. NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.45) means the:

a. [X] date of a Participant's 65 birthday (not to exceed 65th).

b. [ ] later of a Participant's ___ birthday (not to exceed 65th) or

the (not to exceed 5th) anniversary of the first day of the Plan

Year in which participation in the Plan commenced.

25. NORMAL RETIREMENT DATE (Plan Section 1.46) means the:

a. [X] Participant's "NRA."

OR (select one)

b. [ ] first day of the month coinciding with or next following the

Participant's "NRA."

c. [N/A] first day of the month nearest the Participant's "NRA."

d. [N/A] Anniversary Date coinciding with or next following the

Participant's "NRA."

e. [N/A] Anniversary Date nearest the Participant's "NRA."

<PAGE>

NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

26. EARLY RETIREMENT DATE (Plan Section 1.15) means the:

a. [ ] No Early Retirement provision provided

b. [X] date on which a Participant...

c. [N/A] first day of the month coinciding with or next following the

date on which a Participant

d. [N/A] Anniversary Date coinciding with or next following the date on

which a Participant...

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

e. [ ] attains age________

f. [X] attains age_55_______and completes at least_5____Years of

Service (or Periods of Service) for vesting purposes.

AND, if b., c. or d. is selected, shall a Participant become fully Vested

upon attainment of the Early Retirement Date?

g. [X] Yes

h. [ ] No

COMPENSATION

27. COMPENSATION (Plan Section 1.11) with respect to any Participant means:

a. [X] Wages, tips and other compensation on Form W-2.

b. [ ] Section 3401(a) wages (wages for withholding purposes).

c. [ ] 415 safe-harbor compensation.

COMPENSATION shall be based on the following determination period:

d. [X] the Plan Year.

e. [N/A] the Fiscal Year coinciding with or ending within the Plan

Year.

f. [N/A] the calendar year coinciding with or ending within the Plan

Year.

NOTE: The Limitation Year for Code Section 415 purposes shall be the same

as the determination period for Compensation unless an alternative

period is specified:_____________(must be a consecutive twelve month

period).

ADJUSTMENTS TO COMPENSATION

g. [ ] N/A, No adjustments.

h. [X] Compensation shall be adjusted by: (select all that apply)

1. [X] including compensation which is not currently includible

in the Participant's gross income by reason of the

application of Code Sections 125 (cafeteria plan), 132(f)(4)

(qualified transportation fringe), 402(e)(3) (401(k) plan),

402(h)(l)(B) (simplified employee pension plan), 414(h)

(employer pickup contributions under a governmental plan),

403(b) (tax sheltered annuity) or 457(b) (eligible deferred

compensation plan)

2. [X] excluding reimbursements or other expense allowances,

fringe benefits (cash or non-cash), moving expenses, deferred

compensation (other than deferrals specified in 1. above) and

welfare benefits

3. [ ] excluding Compensation paid during the determination

period while not a Participant in the component of the Plan

for which the definition is being used

4. [ ] excluding overtime

5. [X] excluding bonuses

6. [X] excluding commissions

7. [N/A] other:

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

NOTE: Options 4., 5., 6. or 7. may not be selected if an integrated

allocation formula is selected (i.e., if 33.f. is selected).

In addition, if 4., 5., 6., or 7. is selected, the definition

of Compensation could violate the nondiscrimination rules.

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

HOWEVER, FOR SALARY DEFERRAL, AND MATCHING PURPOSES Compensation shall be

adjusted by (for such purposes, the Plan automatically includes Elective

Deferrals and other amounts in h.1. above):

i. [X] N/A. No adjustments or same adjustments as in above

j. [N/A] Compensation shall be adjusted by: (select all that apply)

1. [ ] excluding reimbursements or other expense allowances,

fringe benefits (cash or non-cash), moving expenses,

deferred compensation (other than deferrals specified in

h. 1. above) and welfare benefits

2. [ ] excluding Compensation paid during the determination

period while not a Participant in the component of the

Plan for which the definition is being used

3. [ ] excluding overtime

4. [ ] excluding bonuses

5. [ ] excluding commissions

6. [ ] other_____________________________________________________

CONTRIBUTIONS AND ALLOCATIONS

28. SALARY REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (Plan Section 12.2)

Each Participant may elect to have Compensation deferred by:

a. [N/A] ___________%.

b. [X] up to _______80_____%.

c. [N/A] from_____________% to___________%.

d. [N/A] up to the maximum percentage allowable not to exceed

the limits of Code Sections 401(k), 402(g), 404 and 415

AND, Participants who are Highly Compensated Employees determined as

of the beginning of a Plan Year may only elect to defer Compensation

by:

e. [X] Same limits as specified above

f. [N/A] The percentage equal to the deferral limit in effect

under Code Section 402(g)(3) for the calendar year that

begins with or within the Plan Year divided by the

annual compensation limit in effect for the Plan Year

under Code Section 401(a)(17)

MAY PARTICIPANTS make a special salary deferral election with

respect to bonuses?

g. [X] No

h. [N/A] Yes, a Participant may elect to defer up to ___% of any

bonus.

PARTICIPANTS MAY commence salary deferrals on the effective date of

participation and on (must be at least once each calendar year).

Participants may modify salary deferral elections:

1. [X] As of each payroll period

2. [N/A] On the first day of the month

3. [N/A] On the first day of each Plan Year quarter

4. [N/A] On the first day of the Plan Year or the first

day of the 7th month of the Plan Year

5. [N/A] Other: (must be at least once each calendar year)

AUTOMATIC ELECTION: Shall Participants who do not affirmatively

elect to receive cash or have a specified amount contributed to the

Plan automatically have Compensation deferred?

i. [X] No.

j. [ ] Yes, by ________% of Compensation

SHALL THERE BE a special effective date for the salary deferral

component of the Plan?

k. [X] No.

l. [N/A] Yes, the effective date of the salary deferral

component of the Plan is ________ (enter month, day,

year)

<PAGE>

Non-Standardized 401(k) Profit Sharing Plan

29. SIMPLE 401(k) PLAN ELECTION (Plan Section 13.1)

Shall the simple 401(k) provisions of Article XIII apply?

a. [ X ] No. The simple 401(k) provisions will not apply

b. [N/A] Yes. The simple 401(k) provisions will apply

30. 401(k) SAFE HARBOR PROVISIONS (Plan Section 12.8)

Will the ADP and/or ACP test safe harbor provisions be used? (select a, b

or c)

a. [X] No. (If selected, skip to Question 31.)

b. [N/A] Yes, but only the ADP (and NOT the ACP). Test Safe Harbor

provisions will be used.

c. [ ] Yes, both the ADP and ACP Test Safe Harbor provisions will be

used

IF c. is selected, does the Plan permit matching contributions in

addition to any safe harbor Contributions elected in d. or e. below?

1. [ ] No or N/A. Any matching contributions, other than any Safe

Harbor Matching Contributions elected in d. below, will be

suspended in any Plan Year in which the safe harbor provisions

are used

2. [ ] Yes, the Employer may make matching contributions in

addition to any Safe Harbor Matching contributions elected in

d. below. (If elected, complete the provisions of the Adoption

Agreement relating to matching contributions (i.e., Questions

31, and 32.) that will apply in addition to any elections made

in d, below. NOTE: Regardless of any election made in Question

31 , the Plan automatically provides that only Elective

Deferrals up to 6% of Compensation are taken into account in

applying the match set forth in that Question and that the

maximum discretionary matching contribution that may be made

on behalf of any Participant is 4% of Compensation

THE EMPLOYER WILL MAKE THE FOLLOWING ADP TEST SAFE HARBOR CONTRIBUTION FOR

THE PLAN YEAR:

NOTE: The ACP Test Safe Harbor is automatically satisfied if the only

matching contribution made to the Plan is either (1) a Basic

Matching Contribution or (2) an Enhanced Matching Contribution that

does not provide a match on Elective Deferrals in excess of 6% of

Compensation

d. [ ] Safe Harbor Matching Contribution (select 1. or 2. AND 3.)

1. [ ] Basic Matching Contribution The Employer will make

Matching Contributions to the account of each "Eligible

Participant" in an amount equal to the sum of 100% of the

amount of the Participant's Elective Deferrals that do not

exceed 3% of the Participant's Compensation, plus 50% of the

amount of the Participant's Elective Deferrals that exceed 3%

of the Participant's Compensation but do not exceed 5% of the

Participant's Compensation.

2. [ ] Enhanced Matching Contribution. The Employer will make

Matching Contributions to the account of each "Eligible

Participant" in an amount equal to the sum of:

a. [ ]_100__% (may not be less than 100%) of the

Participant's Elective Deferrals that do not

exceed_______% (if over 6% or if left blank, the ACP

test will still apply) of the Participant's

Compensation, plus

b. [ ]________% of the Participant's Elective Deferrals

that exceed___% of the Participant's Compensation but do

not exceed_____% (if over 6% or if left blank the ACP

test will still apply) of the Participant's Compensation

NOTE: a and b must be completed so that, at any rate of

Elective Deferrals, the matching contribution is at

least equal to the matching contribution receivable if

the Employer were making Basic Matching Contributions,

but the rate of match cannot increase as deferrals

increase. For example, if a. is completed to provide a.

match equal to 100% of deferrals up to 4% of

Compensation, then b. need not be completed.

3. [ ] The safe harbor matching contribution will be

determined on the following basis (and Compensation for

such purpose will be based on the applicable period):

a. [ ] the entire Plan Year.

b. [ ] each payroll period.

c. [N/A] all payroll periods ending with or within

each month.

d. [N/A] all payroll periods ending with or within

the Plan Year quarter.

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

e. [ ] Nonelective Safe Harbor Contributions (select one)

1. [ ] The Employer will make a Safe Harbor Nonelective

Contribution to the account of each "Eligible Participant" in

an amount equal to_____% (may not be less than 3%) of the

Employee's Compensation for the Plan Year.

2. [N/A] The Employer will make a Safe Harbor Nonelective

Contribution to another defined contribution plan maintained

by the Employer (specify the name of the other plan):

FOR PURPOSES OF THE ADP Test Safe Harbor contribution, the term "Eligible

Participant" means any Participant who is eligible to make Elective

Deferrals with the following exclusions:

f. [ ] Highly Compensated Employees.

g. [ ] Employees who have not satisfied the greatest minimum age and

service conditions permitted under Code Section 410(a).

h. [N/A ] Other:_______________________________________________

(must be a category that could be excluded under the

permissive or mandatory disaggregation rules of Regulations 1

401(k)-l(b)(3) and 1.401(m)-l(b)(3)).

SPECIAL EFFECTIVE DATE OF ADP AND ACP TEST SAFE HARBOR PROVISIONS

i. [ ] N/A The safe harbor provisions are effective as of the later of

the Effective Date of this Plan or, if this is an amendment or

restatement, the effective date of the amendment or restatement

j. [ ] The ADP and ACP Test Safe Harbor provisions are effective for

the Plan Year beginning:

_________________________________________(enter the first day of the

Plan Year for which the provisions are (or, for GUST updates, were)

effective and, if necessary, enter any other special effective dates

that apply with respect to the provisions

31. FORMULA FOR DETERMINING EMPLOYER MATCHING CONTRIBUTIONS (Plan Section

12.1(a)(2))

NOTE: Regardless of any election below, if the ACP test safe harbor is

being used (i e, Question 30.c is selected), then the Plan

automatically provides that only Elective Deferrals up to 6% of

Compensation are taken into account in applying the match set forth

below and that the maximum discretionary matching contribution that

may be made on behalf of any Participant is 4% of Compensation.

a. [ ] N/A There will not be any matching contributions (Skip to

Question 33).

b. [X] The Employer ... (select 1. or 2.)

1. [X] may make matching contributions equal to a discretionary

percentage, to be determined by the Employer, of the

Participant's Elective Deferrals.

2. [ ] will make matching contributions equal to___% (e g , 50)

of the Participant's Elective Deferrals, plus:

a. [ ] N/A

b. [ ] an additional discretionary percentage, to be

determined by the Employer

AND, in determining the matching contribution above, only Elective

Deferrals up to the percentage or dollar amount specified below will

be matched: (select 3 and/or 4. OR 5.)

3. [ ]__________% of a Participant's Compensation.

4. [N/A]$__________________.

5. [ X ] a discretionary percentage of a Participant's

Compensation or a discretionary dollar amount, the percentage

or dollar amount to be determined by the Employer on a uniform

basis to all Participants.

c. [ ] The Employer may make matching contributions equal to a

discretionary percentage, to be determined by the Employer, of each

tier, to be determined by the Employer, of the Participant's

Elective Deferrals.

d. [ ] The Employer will make matching contributions equal to the sum

of ___% of the portion of the Participant's Elective Deferrals which

do not exceed _____% of the Participant's Compensation or

$________________ plus ___________% of the portion of the

Participant's Elective Deferrals which exceed ___________% of the

Participant's Compensation or $____________, but does not exceed

___________________________% of the Participant's Compensation or

$____________.

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

NOTE: If c. or d. above is elected, the Plan may violate the Code Section

401(a)(4) nondiscrimination requirements if the rate of matching

contributions increases as a Participant's Elective Deferrals or

Years of Service (or Periods of Service) increase.

PERIOD OF DETERMINING MATCHING CONTRIBUTIONS

Matching contributions will be determined on the following basis (and any

Compensation or dollar limitation used in determining the match will be

based on the applicable period):

e. [X] the entire Plan Year.

f. [ ] each payroll period.

g. [N/A] all payroll periods ending within each month.

h. [N/A] all payroll periods ending with or within the Plan Year

quarter.

THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any Plan

Year will not exceed:

i. [X] N/A.

j. [N/A] $_______________

MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:

k. [X] all Participants.

1. [ ] only Non-Highly Compensated Employees.

SHALL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?

m. [ ] Yes. If elected, ALL matching contributions will be fully Vested

and will be subject to restrictions on withdrawals. In addition,

Qualified Matching Contributions may be used in either the ADP or

ACP test.

n. [X] No.

32 ONLY PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE ELIGIBLE TO

SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:

REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF THE

PLAN YEAR.

a. [X] N/A.

b. [N/A] No service requirement.

c. [N/A] A Participant must complete a Year of Service (or Period of

Service if the Elapsed Time Method is elected). (Could cause the

Plan to violate coverage requirements under Code Section 410(b).)

d. [N/A] A Participant must complete at least_______(may not be more

than 1,000) Hours of Service during the Plan Year. (Could cause the

Plan to violate coverage requirements under Code Section 410(b).)

REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF

THE PLAN YEAR.

(except as otherwise provided in i. through k. below).

e. [X] A Participant must complete more than___500_____Hours of Service

(not more than 500) (or,________months of service (not more than

three (3)) if the Elapsed Time Method is elected).

f. [N/A] A Participant must complete a Year of Service (or Period of

Service if the Elapsed Time Method is elected). (Could cause the

Plan to violate coverage requirements under Code Section 410(b).)

g. [N/A] Participants will NOT share in such allocations, regardless of

service. (Could cause the Plan to violate coverage requirements

under Code Section 410(b).)

h. [ ] Participants will share in such allocations, regardless of

service.

PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due

to the following shall be eligible to share in the allocation of matching

contributions regardless of the above conditions (select all that apply):

i. [ X ] Death.

j. [ X ] Total and Permanent Disability.

k. [ X ] Early or Normal Retirement.

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

AND, if 32 c., d., f., or g. is selected, shall the 410(b) ratio

percentage fail safe provisions apply (Plan Section 12.3(f))?

l. [X] No or N/A

m. [N/A] Yes (If selected, the Plan must satisfy the ratio percentage

test of Code Section 410(b)).

33. FORMULA FOR DETERMINING EMPLOYER'S PROFIT SHARING CONTRIBUTION (Plan

Section 12.l(a)(3))

(d. may be selected in addition to b. or c.)

a. [ ] N/A No Employer Profit Sharing Contributions may be made (other

than top heavy minimum contributions)(Skip to Question 34).

b. [X] Discretionary, to be determined by the Employer, not limited to

current or accumulated Net Profits.

c. [ ] Discretionary, to be determined by the Employer, out of current

or accumulated Net Profits.

d. [ ] Prevailing Wage Contribution. The Employer will make a

Prevailing Wage Contribution on behalf of each Participant who

performs services subject to the Service Contract Act, Davis-Bacon

Act or similar Federal, State, or Municipal Prevailing Wage

statutes. The Prevailing Wage Contribution shall be an amount equal

to the balance of the fringe benefit payment for health and welfare

for each Participant (after deducting the cost of cash differential

payments for the Participant) based on the hourly contribution rate

for the Participant's employment classification, as designated on

Schedule A as attached to this Adoption Agreement. Notwithstanding

anything in the Plan to the contrary, the Prevailing Wage

Contribution shall be fully Vested. Furthermore, the Prevailing Wage

Contribution shall not be subject to any age or service requirements

set forth in Question 15, nor to any service or employment

conditions set forth in Question 35.

AND, if d. is selected, is the Prevailing Wage Contribution

considered a Qualified Non-Elective Contribution?

1. [ ] Yes.

2. [ ] No.

AND, if d. is selected, shall the amounts allocated on behalf of a

Participant for a Plan Year pursuant to e. or f. below be reduced

(offset) by the Prevailing Wage Contribution made on behalf of such

Participant for the Plan Year under this Plan?

3. [ ] No. (If selected, then the Prevailing Wage Contribution

will be added to amounts allocated pursuant to e. or f.

below.)

4. [ ] Yes.

CONTRIBUTION ALLOCATIONS

If b. or c. above is selected, the Employer's discretionary profit sharing

contribution for a Plan Year will be allocated as follows:

e. [X] NON INTEGRATED ALLOCATION

1. [X] In the same ratio as each Participant's Compensation

bears to the total of such compensation of all Participants.

2. [N/A] In the same dollar amount to all Participants (per

capita).

3. [N/A] In the same dollar amount per Hour of Service completed

by each Participant.

4. [N/A] In the same proportion that each Participant's points

bears to the total of such points of all participants. A

Participant's points with respect to any Plan Year shall be

computed as follows (select all that apply):

a. [ ]____point(s) shall be allocated for each Year of

Service (or Period of Service if the Elapsed Time Method

is elected). However, the maximum Years of Service (or

Periods of Service) taken into account shall not

exceed__(leave blank if no limit on service applies).

b. [ ]____point(s) shall be allocated for each full

$___(may not exceed $200) of Compensation.

c. [ ]____point(s) shall be allocated for each year of age

as of the end of the Plan Year.

<PAGE>

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

f. [N/A] INTEGRATED ALLOCATION

In accordance with Plan Section 4. 3(b)(2) based on a Participant's

Compensation in excess of:

1. [ ] The Taxable Wage Base.

2. [ ] _______% (not to exceed 100%) of the Taxable Wage Base

(See Note below).

3. [ ] 80% of the Taxable Wage Base plus $1.00.

4. [ ] $_______(not greater than the Taxable Wage Base) (See

Note below).

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

1. 4.3% if 2. or 4. above is more than 20% and less

than or equal to 80% of the Taxable Wage Base.

2. 5.4% if 3. is elected or if 2. or 4. above is more

than 80% of the Taxable Wage Base.

34. QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 12.1(a)(4))

NOTE: Regardless of any election made in this Question, the Plan

automatically permits Qualified Non-Elective Contributions to

correct a failed ADP or ACP test.

a. [ ] N/A. There will be no additional Qualified Non-Elective

Contributions except as otherwise provided in the Plan.

b. [ ] The Employer will make a Qualified Non-Elective Contribution

equal to _____% of the total Compensation of those

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, to be allocated in

proportion to the Compensation of those Participants eligible

to share in the allocations.

d. [ ] The Employer may make a Qualified Non-Elective Contribution in

an amount to be determined by the Employer, to be allocated

equally to all Participants eligible to share in the

allocations (per capita).

AND, if b., c. or d. is selected, the Qualified Non-Elective Contributions

above will be made on behalf of:

e. [ ] all Participants.

f. [ X ] only Non-Highly Compensated Employees.

35. REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT

SHARING CONTRIBUTION, QUALIFIED NON-ELECTIVE CONTRIBU

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