NEW HORIZONS WORLDWIDE INC
401(K) ATTACHMENT A
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>x401k_attacha.htm
<DESCRIPTION>401(K) ATTACHMENT A
<TEXT>
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    <HEAD>
        <TITLE>Attachment A - Discretionary Trust Agreement</TITLE>
    </HEAD>
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<H3 ALIGN=CENTER>ATTACHMENT A</H3>

<H3 ALIGN=CENTER>DISCRETIONARY TRUST AGREEMENT</H3>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This agreement is made by
and between the Employer and the person, persons, or entity who have accepted
the positions of Trustee hereunder. The Employer has adopted a Plan, named in
the Adoption Agreement, for the benefit of its employees. Any change in Plan
Name shall not affect this agreement. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For purposes of this
document, the terms trust, Trust Agreement, Trust Fund, and Trustee refer only
to this Attachment A. </FONT></P>

The Employer and the Trustee mutually agree as follows:

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION
01 - THE TRUST AND TRUST FUND.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By signing this agreement,
the Employer establishes the trust to hold and distribute the Trust Fund under
the provisions of the Plan. The trust shall be construed, regulated, and
administered under the law of the state in which the Trustee is located. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Trust Fund consists of
the Annuity Contract(s) and any Plan assets not held under or invested pursuant
to any other trust agreement. This fund results from Contributions made under
the Plan, which are forwarded to the Trustee to be deposited in the Trust Fund
as provided in the Plan. The Trust Fund shall be valued at current fair market
value as of the last day of the Plan Year and, at the discretion of the Trustee,
may be valued more frequently. The valuation shall take into consideration
investment earnings credited, expenses charged, payments made, and changes in
the values of the assets held in the Trust Fund. The Account of a Member shall
be credited with its share of the gains and losses of the Trust Fund. That part
of a Member&#146;s Account invested in a funding arrangement which establishes
an account or accounts for such Member thereunder shall be credited with the
gains or losses from such account or accounts. That part of a Member&#146;s
Account which is invested in other funding arrangements shall be&#146; credited
with a proportionate share of the gains or losses of such investments. The share
shall be determined by multiplying the gain or loss of the investment by the
ratio of (i) the part of the Member&#146;s Account invested in such funding
arrangement to (ii) the total of the Trust Fund invested in such funding
arrangement. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The corpus or income of the
Trust Fund shall not be used for, or diverted to, purposes other than for the
exclusive benefit of the Members or their Beneficiaries. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION
02 - THE TRUSTEE.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Trustee(s) who accepts
appointment as Trustee on the effective date of this Trust Agreement shall be
listed on the signature page(s) of this document. The Trustee accepts this
appointment by executing this agreement. The Employer has the power to appoint
an additional or successor Trustee at any time. An additional or successor
Trustee will accept such appointment in writing. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Employer may remove the
Trustee upon thirty (30) days prior written notice. The Trustee may resign at
any time upon thirty (30) days written notice to the Employer; or, with the
consent of the Employer, the Trustee may resign with less than thirty (30) days
prior written notice. Upon such removal or resignation of the Trustee, the
Employer shall appoint a successor Trustee, who shall have the same powers and
duties as those conferred upon the Trustee hereunder. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If the appointed Trustee
fails to accept the appointment, or if the Employer fails to appoint a successor
Trustee within thirty (30) days of the resignation or removal of the Trustee,
the President, or such other officer of the Employer who is eligible, shall be
appointed successor Trustee and shall be deemed to have filed his or her
acceptance of appointment as the Trustee. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 1</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>When appointment has been
accepted, or deemed accepted, by a successor Trustee, the removed or resigning
Trustee must assign, transfer, pay over, and deliver to the successor Trustee
all of the assets which then constitute the Trust Fund. No successor Trustee
shall be obliged to examine the accounts, records, and acts of any previous
Trustee or Trustees, and such successor Trustee in no way or manner shall be
responsible for any action or omission to act on the part of any previous
Trustee. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If there are two or more
persons appointed as Trustee, they may, in writing, name one of their number to
act in the execution of all documents relating to the Plan and trust. When more
than two persons have been appointed Trustees, all acts and decisions shall be
made by majority vote. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Employer shall notify
the Insurer of any change of Trust Agreement or Trustee. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION
03 - DUTIES OF THE TRUSTEE.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Trustee shall accept
and hold the Trust Fund and administer it according to the provisions of this
Trust Agreement and the provisions of the Plan. The Trustee has no duty to
demand or require that Contributions be made to the trust, nor shall the Trustee
be liable to determine the amount of any Contributions to the trust or the
adequacy of such Contributions to meet or discharge any liabilities under the
Plan. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Plan is administered by
the Plan Administrator. The Trustee is not responsible for any aspect of its
administration. The Trustee is not required to look into any action taken by the
Employer, the Plan Administrator, the Named Fiduciary, a Member, or an
Investment Manager, and will be fully protected in taking, permitting, or
omitting any action on the basis of their instructions or direction. Any
instructions or direction by the Employer, the Plan Administrator, the Named
Fiduciary, a Member, or an Investment Manager, according to the Plan provisions
shall be &#146; evidenced in writing. The Employer will indemnify the Trustee by
satisfying any liabilities the Trustee may incur in acting according to the
Trust provisions upon written instruction from the Employer, the Plan
Administrator, the Named Fiduciary, a Member, or an Investment Manager. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION
04 - POWERS OF THE TRUSTEE.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Except where the Plan
expressly provides that the Trustee is subject to the direction of the Employer,
the Plan Administrator, the Named Fiduciary, a Member, or an Investment Manager,
the Trustee is authorized and empowered to: </FONT></P>

<OL TYPE=a>
    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>apply for and invest all
or any portion of the assets of the Trust Fund in an Annuity Contract (either
group or individual), an Insurance Policy (either group or individual), or both,
issued by an insurance company designated by the Employer, and to hold such
contract and/or policy as owner; </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>invest and reinvest all
or any portion of the assets of the trust in any bonds, debentures, notes,
mortgages or mortgage participations, preferred stocks, common stocks or other
securities, or other real or personal properties; and, if allowed under the
Plan, to invest in loans to members according to the loan provisions of the
Plan; </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
    sell,  exchange,  convey,  transfer,  or otherwise dispose of any property held by it, by private
    contract or at public auction;</FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>exercise the voting
rights of any stocks, bonds, or other securities, (other than Qualifying
Employer Securities), and to exercise any of the powers of an owner with respect
to stocks, bonds, securities, or other property held in the Trust Fund; </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
    vote Qualifying Employer Securities in the manner described in the Adoption Agreement.</FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>retain in cash or other
short term investment vehicles/instruments such amount as the Trustee considers
advisable, and to deposit cash in any depository selected by the Trustee,
without liability for interest; </FONT></P></LI>
</OL>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 2</FONT></P>
<PAGE>

<OL TYPE=a START=7>
    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
    make,  execute,  acknowledge,  and deliver any instruments that may be necessary to carry out the
    powers granted it;</FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>employ and pay
reasonable compensation to agents, brokers, attorneys, accountants, or other
persons, whose advice or services the Trustee may deem necessary in carrying out
its duties and powers; </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>consult with legal
counsel, including the Employer&#146;s counsel, with respect to the meaning or
construction of, or the Trustee&#146;s obligations or duties under, the Plan and
trust, or with respect to any action or proceeding or any question of law. The
Trustee shall be fully protected with respect to any action it takes in good
faith pursuant to the advice of such counsel; </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>enforce any right,
obligation or claim and, in its absolute discretion, to protect in any way the
interest of the Trust Fund and, if the Trustee considers such action for the
best interests of the Trust Fund, to abstain from the enforcement of any right,
obligation or claim and to abandon any property which it has held; </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
    participation  in a group trust that meets the  requirements  of Revenue  Ruling  81-100  (81-100
    trust); and</FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
    participation in a group custodial arrangement.</FONT></P></LI>
</OL>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION 05
 - EXPENSES.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Trustee may employ such
agents, attorneys, auditors, clerical and other assistants as in its judgment
may be necessary or desirable for the proper administration of the Trust Fund.
The Trustee shall be reimbursed by the Employer for all such expenses and for
such reasonable compensation for the Trustee as may be agreed upon from time to
time by the Employer and the Trustee. However, if the Trustee is an Employee of
the Employer, and is receiving full time pay from the Employer, such Trustee
shall not receive compensation from the Plan for his duties as Trustee. The
expenses of administration of the Trust Fund incurred by the Plan Administrator,
the Trustee, or any custodian, including counsel fees, accounting fees, and
stock transfer charges, shall be paid from the Trust Fund or Plan if, and to the
extent, the Employer does not pay such expenses, fees, and charges. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION 06
 - ACCOUNTING.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Trustee shall maintain
true and accurate records and accounts reflecting all receipts and disbursements
of the Trust Fund and containing a description of all Trust Fund assets held
hereunder. These records must be open to inspection and audit by the Employer,
the Plan Administrator, and the Named Fiduciary at all reasonable times. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Writing (handwriting,
typing, printing), photostating, photographing, microfilming, magnetic impulse,
mechanical or electrical recording, or other forms of data compilation shall be
acceptable means of keeping records. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Trustee shall file all
reports, returns, and information required to be filed by Trustees under the
Code and regulations and rulings issued under the Code. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Trustee shall file with
the Employer an accounting of its transactions as soon as practical after the
first day of each Plan Year or any other date specified. Any report or
accounting which the Trustee files with the Employer is open to inspection by a
Member for a period of sixty (60) days following the date it is filed. At the
end of the sixty-day period, the Trustee is released and discharged as to any
matters set forth in the report or account, except with respect to any act or
omission as to which a Member, the Employer, the Plan Administrator, or the
Named Fiduciary has filed a written objection within the sixty-day period. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In preparing its reports,
the Trustee shall be permitted to rely upon, and deem accurate without the need
for independent verification, reports furnished to the Employer, Plan
Administrator, or Trustee by the Insurer, any Investment Manager, and any other
outside investment fund or custodian. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 3</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION 07 -
AMENDMENT</B>.</FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Employer delegates
authority to Principal Life Insurance Company, as sponsor of the prototype plan,
to amend this Trust Agreement, and hereby agrees to any such amendment. No such
amendment shall alter or increase the duties or responsibilities of the Trustee
without the Trustee&#146;s written consent nor permit any part of the corpus or
income of the Trust Fund to be used for, or diverted to, purposes other than for
the exclusive benefit of Members or their Beneficiaries. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Employer and the
Trustee jointly reserve the right to amend this Trust Agreement by written
instrument executed by both parties at any time upon terms mutually acceptable,
subject to the following paragraph, </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If the Employer amends this
Trust Agreement on its own authority and not by way of the authority delegated
to Principal Life Insurance Company, then this Trust Agreement and the Plan it
funds will no longer be a prototype plan within the meaning of governmental
regulations. In that event, Principal Life Insurance Company will not be the
prototype plan sponsor and the Plan will not be a prototype plan. The Employer
may continue its retirement program under separate and distinct documents from
this Trust and Plan. However, this Trust Agreement will cease and all Plan
assets and Annuity Contracts held hereunder will be transferred to an alternate
funding medium under the terms of the terminated, restated, or new plan,
whichever is applicable. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION
08 - TERMINATION</B>.</FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Employer reserves the
right to terminate this Trust Agreement by a written instrument delivered to the
Trustee. This Trust Agreement shall terminate upon the dissolution or
liquidation of the Employer unless a successor corporation or business
organization agrees in writing to assume the obligations of the Plan and this
Trust. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event of the
termination of the Trust while the Plan is being continued, the Employer agrees
to amend the Plan by the adoption of a superceding Adoption Agreement. The
Annuity Contract shall be transferred to the Employer and the remainder of the
assets of the Trust Fund shall be transferred to the person or institution
authorized in writing by the Employer to receive such assets. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event of the
termination of the trust on account of termination of the Plan, the assets of
the Trust Fund shall be applied to provide the benefits specified in the Plan
upon termination of the Plan. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION 09
 - INSURANCE COMPANY.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>With regard to the portion
of the assets of the Trust Fund held by an insurance company, such insurance
company shall in no event be deemed to be a party to this Trust or to be
responsible for its validity. The obligations and responsibilities of the
insurance company shall be measured and determined solely by the terms of the
Annuity Contract and any Insurance Policy and it shall not be required to do any
act not provided in, or any act contrary to, the provisions of such Annuity
Contract and Insurance Policy. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The insurance company shall
not be required to look into the terms of this trust or question any action of
the Trustee, nor shall it be responsible to see that any action of the Trustee
is authorized. The insurance company shall act only upon the written direction
of the Trustee and shall be fully discharged from any and all liability for any
amount paid to the Trustee or paid in accordance with the direction of the
Trustee or for any change made, or action taken, upon such direction, and shall
not be obligated to see that any money paid by it to the Trustee or to any
person shall be properly distributed or applied. Any instrument executed by the
Trustee may be treated as conclusive. The insurance company shall be without
liability in taking, permitting, or omitting any action on the faith of any such
instrument and shall incur no liability or responsibility for doing so. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 4</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>
SECTION 10 - LIMITATION ON RIGHTS AND REMEDIES.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In any action or proceeding
involving the Trust Fund, or the administration of the Trust Fund, only the
Trustee and the Employer shall be the necessary parties. Unless otherwise
ordered by the court entertaining jurisdiction thereover, no other person having
or claiming to have an interest in the Trust Fund shall be entitled to any
notice or service of process. Any final judgment entered in such an action or
proceeding shall be conclusive upon all persons claiming under this Trust
Agreement. </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION 11
 - SECTION 404(c) COMPLIANCE.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In the event the Plan
provides for Member directed investments, the Plan Administrator agrees to
administer the Plan and trust so as to meet the provisions of ERISA Section
404(c) and the regulations promulgated thereunder. Toward this end, the Plan
shall permit the Members to choose from a broad range of investments and to
exercise the requisite control over the assets in their Accounts. In addition,
the Plan Administrator shall make certain that necessary information shall be
automatically provided to the Members in accordance with the regulations under
ERISA Section 404(c). </FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION 12
 - MISCELLANEOUS.</B></FONT></P>
<OL TYPE=a>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Legal Actions<B>.
</B></U>The Trustee may institute, maintain or defend any litigation necessary
in connection with the administration of the trust, provided the Trustee shall
be under no duty or obligation to do so unless it shall have been indemnified to
its satisfaction against all expenses and liabilities which it may sustain or
reasonable compensation for its own extraordinary services in connection
therewith. </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Third Parties Dealing
with Trustee</U>. To the extent permitted by law, no person shall be obliged to
see to the application of any money paid or property delivered to the Trustee,
nor shall any such person be required to take cognizance of the provisions of
this Trust Agreement. The certificate of Trustee may be received by any person
dealing with the Trustee as conclusive evidence of any matter relating to this
Trust Agreement or the administration thereof. In general, each person dealing
with the Trustee may act upon any advice, request or representation in writing
by the Trustee, or the Trustee&#146;s duly authorized agent, and shall not be
liable to any person in so doing. In case of doubt as to whether the Trustee has
or has not been granted a specific power not enumerated hereunder, the
certificate of Trustee that the exercise of such power is necessary or desirable
for the proper administration or distribution of the Trust Fund shall be
conclusive upon all persons dealing with the Trustee to the same extent as if
such power had been specifically granted to the Trustee. </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Certificate of
Authority from Third Parties</U>. The Trustee may require any certificate,
notice, or other instrument or information believed by it to be necessary to
perform its duties hereunder and may rely and act upon the basis of any such
certificate, notice, instrument or other information furnished to the Trustee
which it believes to be reliable and to have been signed, made or presented by
the proper party or parties. </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>No liability for
Actions of Employer and Plan Administrator</U>. To the extent permitted by law,
the Trustee shall not be responsible for any act or omissions of the Employer,
the Plan Administrator, or the Named Fiduciary. The Trustee shall be under no
duty to inquire into any rule, regulation, instruction, direction, or order
purporting to have been issued by the Employer, the Plan Administrator, or Named
Fiduciary. </FONT></P></LI>

    <LI><P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Other</U>.
Notwithstanding anything else in this Trust Agreement, the Trustee has the
right, but not the obligation, to seek guidance from a court of competent
jurisdiction or Federal regulatory authorities with respect to the handling and
disposition of the Trust Fund. </FONT></P></LI>
</OL>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>SECTION
13 - EXECUTION.</B></FONT></P>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This Trust Agreement shall
be executed in counterparts, each of which shall be deemed an original. </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 5</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>IN WITNESS
WHEREOF,  the undersigned  have executed this Trust Agreement for the Employer as of the  _____________
day of ____________, _______.</FONT></P>


<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
By
<HR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Signature)<BR><BR>

Business Title <HR><BR><BR>
Print Name <HR><BR><BR>

The undersigned hereby accepts appointment as Trustee hereunder and agrees to be bound by the terms of
this Trust Agreement. (Can be either a corporate trust (i.e. bank or trust
company) or an individual trust. If corporate trust, such bank or trust company
shall be the only trustee and any designation of individual(s) shall have no
effect. If individual trust, any number of trustees can be named.) <BR><BR>

ACCEPTANCE OF THE TRUSTEE<BR><BR>

By <HR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Signature)<BR><BR>

Business Title <HR><BR><BR>

Print Name <HR><BR><BR>

Date ________________________<BR><BR>

Bank or Trust Company (if corporate trust) <HR><BR><BR>
<HR><BR><BR>

Address (if other than the Employer)
<HR><BR><BR>
<HR><BR><BR>
<HR><BR><BR>
</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 6</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By <HR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Signature)<BR><BR>

Business Title <HR><BR><BR>

Print Name <HR><BR><BR>

Date ________________________<BR><BR>

Bank or Trust Company (if corporate trust) <HR><BR><BR>
<HR><BR><BR>

Address (if other than the Employer)
<HR><BR><BR>
<HR><BR><BR>
<HR><BR><BR>
</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 7</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By <HR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Signature)<BR><BR>

Business Title <HR><BR><BR>

Print Name <HR><BR><BR>

Date ________________________<BR><BR>

Bank or Trust Company (if corporate trust) <HR><BR><BR>
<HR><BR><BR>

Address (if other than the Employer)
<HR><BR><BR>
<HR><BR><BR>
<HR><BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 8</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By
<HR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Signature)<BR><BR>

Business Title <HR><BR><BR>

Print Name <HR><BR><BR>

Date ________________________<BR><BR>

Bank or Trust Company (if corporate trust) <HR><BR><BR>
<HR><BR><BR>

Address (if other than the Employer)
<HR><BR><BR>
<HR><BR><BR>
<HR><BR><BR>
</FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 9</FONT></P>
<PAGE>

<P ALIGN=JUSTIFY><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By <HR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Signature)<BR><BR>

Business Title <HR><BR><BR>

Print Name <HR><BR><BR>

Date ________________________<BR><BR>

Bank or Trust Company (if corporate trust) <HR><BR><BR>
<HR><BR><BR>

Address (if other than the Employer)
<HR><BR><BR>
<HR><BR><BR>
<HR><BR><BR>
</FONT></P>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Page 10</FONT></P>

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