NBTY INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>nbtk-106.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

                                                               Exhibit 10.6

                                 NBTY, INC.
                       EMPLOYEES' STOCK OWNERSHIP PLAN
                  (FORMERLY NBTY, INC. PROFIT SHARING PLAN)


                                       Bruce D. Merkur, P.C.
                                       One Penn Plaza
                                       Suite 2828
                                       New York, New York 10119-2892


<PAGE>


                              TABLE OF CONTENTS

ARTICLE I          PURPOSE
ARTICLE II         DEFINITIONS AND CONSTRUCTION
ARTICLE III        PARTICIPATION AND SERVICE
ARTICLE IV         TREATMENT OF PARTICIPANT GENERAL
                   INVESTMENT ACCOUNT
ARTICLE V          CONTRIBUTIONS AND FORFEITURES
ARTICLE VI         PARTICIPANT STOCK
ARTICLE VII        BENEFITS
ARTICLE VIII       TRUST FUND AND INVESTMENT
ARTICLE IX         ADMINISTRATION
ARTICLE X          MISCELLANEOUS
ARTICLE XI         AMENDMENTS AND ACTION BY EMPLOYER
ARTICLE XII        SUCCESSOR AND MERGER OR
                   CONSOLIDATION OF PLANS
ARTICLE XIII       PLAN TERMINATIONS
ARTICLE XIV        LEGAL CONSIDERATIONS


<PAGE>


      THIS AGREEMENT MADE THIS 28th day of December, 1999, by and among
NBTY, INC., a corporation existing under the laws of the State of New York
and having its address at 90 Orville Drive, Bohemia, New York 11716
(hereinafter called the "Employer"), and ARTHUR RUDOLPH (care of the above
address, as "Trustee")

                             W I T N E S S E T H

      WHEREAS, effective January 1, 1974, the Employer adopted then known
as NATURE'S BOUNTY, INC. an Employee Stock Ownership Plan in order to help
provide its Employees with adequate retirement benefits; and

      WHEREAS, said Plan and Trust was converted into a Profit Sharing Plan
and Trust effective January 1, 1989;

      WHEREAS, effective January 1, 1996, the Employer converted said
Profit Sharing Plan and Trust once more into an Employee Stock Ownership
Plan and Trust; and

      WHEREAS, Section 12.5 of the Plan permits the Employer to make such
amendments which are necessary or desirable and/or to entirely restate the
Plan and Trust; and

      WHEREAS, the Employer desires to amend the Plan and Trust to comply
with recent changes in the law relating to qualified retirement plans and
to reflect said Plan and Trust in a completely restated document; and

      WHEREAS, the officers of the Employer have been authorized and
directed to enter into this Agreement;

      NOW, THEREFORE, except where an effective date to the contrary is
specifically stated herein, effective January 1, 1999, the Employer does
hereby amend and restate NBTY, INC. EMPLOYEES' STOCK OWNERSHIP PLAN as
follows:


<PAGE>


                                  ARTICLE I

                                   PURPOSE

      The Employer has converted its Profit Sharing Plan and Trust into an
Employee Stock Ownership Plan known as the NBTY, INC. EMPLOYEES' STOCK
OWNERSHIP PLAN. The purpose of the Plan is to provide its eligible
employees with the benefits of ownership of common stock of NBTY, INC.
under the terms of this Plan. The assets of this Plan are to be invested
primarily in common stock of NBTY, INC.

      The Plan and its related Trust, which forms a part hereof, are
maintained for the exclusive benefit of eligible employees and their
beneficiaries and are intended to meet the requirements of a qualified
employee stock ownership plan under Sections 401(a), 501(a) and 4975(e)(7)
of the Internal Revenue Code of 1986, as amended.


<PAGE>


                                 ARTICLE II

                        DEFINITIONS AND CONSTRUCTION

      2.1   DEFINITIONS: Words and phrases appearing in this Plan shall
have the respective meanings set forth in this ARTICLE, unless the context
clearly indicates to the contrary.

            (a)   Administrator: The persons appointed pursuant to ARTICLE
      IX to administer the Plan in accordance with said ARTICLE.

            (b)   Allocation Date: For purposes of allocating income and
      allocating Employer contributions, December 31st of each Plan Year.

            Amounts allocated, after March 31, 1984, to an individual
      medical account, as defined in Section 415(1)(2) of the Code, which
      is part of a pension or annuity plan maintained by the employer are
      treated as annual additions to a defined contribution plan. Also,
      amounts derived from contributions paid or accrued after December 31,
      1985, in taxable years ending after such date, which are attributable
      to post-retirement medical benefits allocated to the separate account
      of a Key employee, as defined in Section 419A(d)(3) of the Code,
      under a welfare benefit fund, as defined in Section 419(e) of the
      Code, maintained by the employer are treated as annual additions to a
      defined contribution plan.

            (c)   Annual Additions: The aggregate of amounts credited to a
      Participant's accounts from Employer contributions and forfeitures.

            (d)   Authorized Leave of Absence: Any absence authorized by
      the Employer under the Employer's standard personnel practices,
      provided that all persons under similar circumstances are treated
      alike in the granting of such Authorized


<PAGE>  2


      Leaves of Absence, and provided further that the Employee returns or
      retires within the period of authorized absence. An absence due to
      service in the Armed Forces of the United States shall be considered
      an Authorized Leave of Absence provided that the Employee complies
      with all of the requirements of Federal law in order to be entitled
      to reemployment and provided further that the Employee returns to
      employment with the Employer within the period provided by such law.

            (e)   Beneficiary: A person or persons (natural or otherwise)
      designated by a Participant in accordance with the provisions of
      Section 7.6 to receive any death benefit which shall be payable under
      the Plan.

            (f)   Code: Internal Revenue Code of 1986, as amended from time
      to time.

            (g)   Considered Compensation: For Common-Law Employees shall
      mean the non-deferred compensation paid or accrued by the
      Participating Company to the Participant for personal services
      performed during the Plan Year, including salaries, bonuses, overtime
      and commissions and for Self-Employed Individuals shall mean Earned
      Income for the calendar year, ending within the Plan Year. These
      shall be no reduction for salary reductions under any 401(k) or 125
      Plan. Benefits under any qualified plan maintained by the
      Participating Company, other fringe benefits and reimbursements for
      expenses shall not be taken into account for Plan purposes.

            Compensation in excess of one hundred fifty thousand dollars
      ($150,000) as adjusted to reflect changes in the cost of living shall
      be disregarded and shall not be deemed to be Considered Compensation
      for purposes hereof. Such amount shall be adjusted at the same time
      and in such a manner as permitted under Code Section 415(d). In
      applying this limitation, for Plan Years ending on or before December


<PAGE>  3


      31, 1996, the family group of a Highly Compensated Participant who is
      subject to the Family Member aggregation rules of Code Section
      414(q)(6) because such Participant is either a "five percent (5%)
      owner" of the Participating Company or one of the ten (10) Highly
      Compensated Employees paid the greatest "415 Compensation" during the
      year, shall be treated as a single Participant, except that for this
      purpose Family Members shall include only the affected Participant's
      spouse and any lineal descendants who have not attained age nineteen
      (19) before the close of the year. If, as a result of the application
      of such rules the adjusted one hundred fifty thousand dollars
      ($150,000) limitations is exceeded, then the limitation shall be
      prorated among the affected Family Members in proportion to each such
      Family Member's Compensation prior to the application of this
      limitation. However, for purposes of Section 3.6(a), the preceding
      sentence shall not apply in determining the portion of the
      Compensation of a Participant which is below Excess Compensation.

            For Plan Years beginning prior to January 1, 1989, the one
      hundred fifty thousand dollars ($150,000) limit (without regard to
      Family Member aggregation) shall apply only for Top Heavy Plan Years
      and shall not be adjusted. For purposes hereof, "Family Member" means
      with respect to an affected Participant such Participant's spouse,
      such Participant's lineal descendants and ascendants and their
      spouse, all as described in Internal Revenue Code Section
      414(2)(b)(e).

            "414(s) Compensation" with respect to any Employee means his
      "415 Compensation" as defined below paid during a Plan Year. The
      amount of "414(s) Compensation" during the entire twelve (12) month
      period ending on the last day of such Plan Year except that for Plan
      Years beginning prior to the later of January 1, 1992 or the date
      that is sixty (60) days after the date final Regulations are issued,
      "414(s)


<PAGE>  4


      Compensation" shall only be recognized as of an Employee's effective
      date of participation.

            For purposes of this Section, the determination of "414(s)
      Compensation" shall be made including salary reduction contributions
      made on behalf of an Employee.

            "414(s) Compensation" in excess of one hundred fifty thousand
      dollars ($150,000) shall be disregarded. Such amount shall be
      adjusted at the same time and in such manner as permitted under Code
      Section 415(d). However, for Plan Years beginning prior to January 1,
      1989, the one hundred fifty thousand dollars ($150,000) limit shall
      apply only for Top Heavy Plan Years and shall not be adjusted.

            "415 Compensation" shall mean the Participant's wages,
      salaries, fees for professional service and other amounts for
      personal services actually rendered in the course of employment with
      a Participating Company (including, but not limited to, commissions
      paid salesmen, compensation for services on the basis of a percentage
      of profits, commissions on insurance premiums, tips and bonuses and
      in the case of a Participant who is an Employee within the meaning of
      Code Section 401(c)(1) and the regulations thereunder, the
      Participant's earned income (as described in Code Section 401(c)(2)
      and the regulations thereunder) paid during the "Limitation Year".

            "415 Compensation" shall exclude (1)(A) contribution made by
      the Participating Company to a plan of deferred compensation to the
      extent that, before the application of the Code Section 415
      limitations to the Plan, the contributions are not includable in the
      gross income of the Employee for the taxable year in which
      contributed, (B) contributions made by the Participating Company to a
      plan of deferred compensation to the extent that all or a portion of
      such contributions are re-characterized as a voluntary


<PAGE>  5


      Employee contribution, (C) Participating Company contributions made
      on behalf of an Employee to a simplified employee pension plan
      described in Code Section 408(k) to the extent such contributions are
      excludable from the Employee's gross income, (D) any distributions
      from a plan of deferred compensation regardless of whether such
      amounts are includable in the gross income of the Employee when
      distributed except any amounts received by an Employee pursuant to an
      unfunded non-qualified plan to the extent such amounts are includable
      in the gross income of the Employee; (2) amounts realized from the
      exercise of a non-qualified stock option or when restricted stock (or
      property) held by an Employee either becomes freely transferable or
      is no longer subject to a substantial risk of forfeiture; (3) amounts
      realized from the sale, exchange or other disposition of stock
      acquired under a qualified stock option; and (4) other amounts which
      receive special tax benefits, such as premiums for group term life
      insurance (but only to the extent that the premiums are not
      includable in the gross income of the Employee), or contributions
      made by the Participating Company (whether or not under a salary
      reduction agreement) towards the purchase of any annuity contract
      described in Code Section 403(b) (whether or not the contributions
      are excludable from the gross income of the Employee). For the
      purposes of this Section, the determination of "415 Compensation"
      shall be made not including amounts that would otherwise be excluded
      from a Participant's gross income by reason of the application of
      Code Sections 125,402(a)(8), 402(h)(1)(B) and, in the case of
      Participating Company contributions made pursuant to a salary
      reduction agreement, Code Section 403(b).

            The above notwithstanding, the Plan is amended to delete the
      provision of family aggregation as described in Section 401(a)(17)(A)
      of the Code which requires certain Plan Participants, the spouse of
      such Participants and any lineal


<PAGE>  6


      descendants who have not attained age nineteen (19) before the close
      of the Plan Year to be treated as a single Participant for purposes
      of applying the limitation on compensation for a Plan Year.

            (h)   Disability: A physical or mental condition which, in the
      judgement of the Administrator, based upon medical reports and other
      evidence satisfactory to the Administrator, presumably permanently
      prevents an Employee from satisfactorily performing his usual duties
      for the Employer or the duties of such other position or job which
      the Employer makes available to him and for which such Employee is
      qualified by reason of his training, education or experience.

            (i)   Effective Date: January 1, 1974, the date on which the
      provisions of this Plan became effective. Effective Date of the
      Restatement shall mean, except where specifically stated herein to
      the contrary, January 1, 1997.

            (j)   Employee: Any person who is receiving remuneration for
      personal services rendered to the Employer (or would be receiving
      such remuneration except for an Authorized Leave of Absence).

            "Employee" shall mean any Common-Law Employee or Self-Employed
      Individual employed by a Participating Company. For purposes of this
      Plan, a "Self-Employed Individual" shall mean, with respect to any
      unincorporated business, any individual described in Internal Revenue
      Code Section 401(c)(1). A "Common-Law Employee" shall mean any
      Employee other than a Self-Employed Individual.

            Any Leased Employee shall be treated as an Employee of the
      recipient Participating Company; however, contributions or benefits
      provided by the Leasing Organization which are attributable to
      services performed for the recipient


<PAGE>  7


      Participating Company shall be treated as provided by the recipient
      Participating Company.

            "Leased Employee" shall mean any person (other than an Employee
      of the recipient) who pursuant to an agreement between the recipient
      and any other person ("leasing organization") has performed services
      for the recipient (or for the recipient and related persons
      determined in accordance with Section 414(n)(6) of the Code) on a
      substantially full-time basis for a period of at least one (1) year,
      and such services are performed under primary direction or control by
      the recipient.

            (k)   Employer: NBTY, INC., Vitamin World, Inc., Puritan's
      Pride, Vitamin World Guam, NBTY, Inc. NJ, Nutrition Headquarters,
      Inc. DE, and Dynamic Essentials, Inc. or any successor which may
      assume the obligations of this Agreement or any other business entity
      which may, with the consent of the Plan Sponsor, become a party to
      this Agreement. If at any time two (2) or more companies are parties
      to this Agreement, a transfer of employment from one Participating
      Company to another shall not be deemed an interruption of the
      Employee's service and such service shall be deemed continuous. All
      provisions of this Agreement, including but ont limited to those
      provisions relating to contributions and plan termination, shall
      apply separately and independently to each Participating Company
      unless otherwise provided by this Agreement or by law.

            (l)   Employer Stock: Shares of common capital stock of the
      NBTY, INC. which constitute "employer securities" under Section
      4975(e)(8) of the Internal Revenue Code.

            (m)   ERISA: Public Law No. 93-406, the Employee Retirement
      Income Security Act of 1974, as amended from time to time.


<PAGE>  8


            (n)   Fiduciaries: The Employer and the Trustee, but only with
      respect to the specific responsibilities described in Section 9.1.

            (o)   Former Participant: A Participant whose employment with
      the Employer has terminated but who has a vested account balance
      under the Plan which has not been paid in full, and therefore, is
      continuing to participate in the allocation of Trust Fund income.

            (p)   Highly Compensated: The term "Highly Compensated
      Employee" includes highly compensated active Employees and highly
      compensated former Employees. A highly compensated active Employee
      mean any Employee who: (A) was a Five Percent (5%) Owner (as defined
      in Section 416(i)(1) of the Code) of the Participating Company at any
      time during the current or the preceding year, or (B) for the
      preceding year - (i) had compensation from the Employer in excess of
      eighty thousand dollars ($80,000) (as adjusted by the Secretary
      pursuant to Section 415(d) of the Code, except that the base period
      shall be the calendar quarter ending September 30, 1996), and (ii) if
      the Employer elects the application of this clause for such preceding
      year, was in the top-paid group of Employees for such preceding year.

            For this purposes, an Employee is in the top-paid group of
      Employees for any year if such Employee is in the group consisting of
      the top twenty percent (20%) of the Employees when ranked on the
      basis of compensation paid during such year.

            A former Employee shall be treated as a Highly Compensated
      Employee if: (A) such Employee was a Highly Compensated Employee when
      such Employee separated from service, or (B) such Employee was a
      Highly Compensated Employee at any time after attaining age fifty-
      five (55).


<PAGE>  9


            The determination of who is a Highly Compensated Employee,
      including the determinations of the number and identity of Employees
      in the top-paid group, will be made in accordance with Section 414(q)
      of the Code and the Regulations thereunder.

            For purposes of this Subsection, the term "compensation" means
      compensation within the meaning of Section 415(c)(3) of the Code. The
      determination will be made without regard to Sections 125, 402(e)(3),
      and 402(h)(1)(B) of the Code, and in the case of Participating
      Company contributions made pursuant to a salary reduction agreement,
      without regard to Section 403(b) of the Code.

            For Plan Years beginning after December 31, 1997, for purposes
      of this Subsection, the term "compensation" mean compensation within
      the meaning of Section 415(c)(3) of the Code.

            The family aggregation rules required by IRC Section 414(q)(6)
      of the Code have been deleted from the Plan. This Subsection is
      subject to the Plan Amendment rules of Section 1.401(a)-5(a) of the
      Regulations.

            In determining who is a Highly Compensated Employee, Employees
      who are non-resident aliens and who received no earned income (within
      the meaning of Code Section 911(d)(2)) from the Participating Company
      constituting United States source income within the meaning of
      Internal Revenue Code Section 861(a)(3) shall not be treated as
      Employees. Additionally, all affiliated Employers shall be taken into
      account as a single Employer and Leased Employees within the meaning
      of Code Sections 414(n)(2) and 414(o)(2) shall be considered
      Employees unless such Leased Employees are covered by a Plan
      described in Code Section 414(n)(5) and are not covered in any
      qualified plan maintained by the Participating Company. The exclusion
      of


<PAGE>  10


      Leased Employees for this purpose shall be applied on a uniform and
      consistent basis for all of the Participating Company's retirement
      plans. Highly Compensated Former Employees shall be treated as Highly
      Compensated Employees without regard to whether they performed
      services during the "Determination Year."

            "Highly Compensated Participant" means any Highly Compensated
      Employee who is eligible to participate in the Plan.

            "Non-Highly Compensated Participant" means any Participant who
      is neither a Highly Compensated Employee.

            (q)   Participant: An Employee participating in the Plan in
      accordance with the provisions of Section 3.1.

            (r)   Participant Employer Stock Account: The account of a
      Participant which is credited with his allocable share of Employer
      Stock purchased and paid for by the Trust, contributed to the Trust
      or forfeited by other Participants. This account includes Employer
      stock credited to the participant hereunder both when this Plan was
      an Employer Stock Ownership Plan and when it was a Profit Sharing
      Plan.

            (s)   Participant General Investment Account: The account of a
      Participant which is credited with his allocable share of assets
      other than Employer Stock purchased and paid for by the Trust,
      contributed to the Trust as forfeited by other Participants. This
      account includes assets other than Employer Stock credited to the
      Participant hereunder both when the Plan was an Employee Stock
      Ownership Plan and when it was a Profit Sharing Plan.

            (t)   Plan: NBTY, INC. EMPLOYEES' STOCK OWNERSHIP PLAN, the
      Plan set forth herein, as amended from time to time.

            (u)   Plan Year: The twelve (12)-month period commencing on


<PAGE>  11


      January 1st and ending on December 31st.

            (v)   Profit Sharing Plan Account: A Participant's account
      maintained hereunder relating to benefits accrued through December
      31, 1989 which have not been transferred to a Participant Stock
      Account and Profit Sharing Account forfeitures.

            (w)   Related Employer: Any corporation which is a member of a
      controlled group of corporations (within the meaning of Section
      1563(a) of the Code, determined without regard to Sections 1563(a)(4)
      and (e)(3)(c) of the Code of which the Employer is a component member
      and each Company (whether or not incorporated) which is under common
      control with the Employer, as such common control is defined in
      Section 414(c) of the Code and Regulations issued thereunder. For the
      purpose of applying Section 415 of the Code, "more than fifty percent
      (50%)" shall be substituted for "at least eighty percent (80%)" each
      place it appears in Section 1563(a)(1).

            (x)   Service: The period of a Participant's employment
      considered in the determination of his eligibility for benefits under
      the Plan and his vested interest.

            (y)   Suspense Account: The account used to reflect stock
      acquired with loan proceeds pursuant to Section 8.3.

            (z)   Trust (or Trust Fund): The fund maintained under the
      NBTY, INC. EMPLOYEES' STOCK OWNERSHIP PLAN in accordance with the
      terms of the trust agreement, as from time to time amended, which
      constitutes a part of this Plan.

            (aa)  Trustees: The individuals appointed by the Board of
      Directors of the Employer to be Trustees under the Trust.

            (bb)  Unallocated Stock Account: The interim account used to


<PAGE>  12


      reflect unleveraged stock acquisitions by the Trust prior to the
      allocation of such stock to the Participant Stock Accounts.

      2.2   CONSTRUCTION: The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine gender and the singular to
include the plural, unless the context clearly indicates to the contrary.
The words "hereof", "herein", "hereunder" and other similar compounds of
the word "here" shall mean and refer to the entire Plan not to any
particular provision or Section. ARTICLE and Section headings are included
for convenience of reference and are not intended to add to, or subtract
from, the terms of the Plan.


<PAGE>  13


                                 ARTICLE III

                          PARTICIPATION AND SERVICE

      3.1   PARTICIPATION: An Employee shall become a Participant as of the
January 1st or July 1st coincident with or next following the date he has
completed a twelve (12) month period of at least one thousand (1,000) Hours
of Employment as determined under Section 3.5 provided he has attained the
age of twenty and one-half (20 1/2) and provided he is not an Employee
covered by a collective bargaining agreement between Employee
representatives and a Participating Company if there is evidence
satisfactory to the Internal Revenue Service that retirement benefits have
been the subject of good faith bargaining between such parties. Such twelve
(12) month periods shall be measured by anniversaries of the date the
Employee's employment commenced.

      3.2   SERVICE: A Participant's eligibility for benefits under the
Plan shall be determined by his period of Service. Service shall be based
on calendar years of employment, disregarding any years when the
Participant had fewer than one thousand (1,000) Hours of Employment
determined under Section 3.5.

      Any provision hereof to the contrary, notwithstanding, an Employee
shall be credited with service with NUTRITION HEADQUARTERS, INC. and NUTRO
LABORATORIES, INC. for all purposes hereunder.

      3.3   PARTICIPATION AND SERVICE UPON REEMPLOYMENT: Except for the
continuing Participation in Trust Fund Income of a Former Participant,
Participation in the Plan shall cease upon termination of employment with
an Employer. Employment shall be considered terminated only if an Employee
is not on an Authorized


<PAGE>  14


Leave of Absence and is no longer receiving or entitled to receive credit
for hours of employment under Section 3.3 Typically, termination of
employment will have resulted from Retirement, death, voluntary or
involuntary termination of employment, unauthorized absence, or by failure
to return to active employment with an Employer or to retire by the date on
which an Authorized Leave of Absence expired.

      Upon an Employee's termination of employment, a Year during which the
Employee completes less than five hundred (500) hours of employment due to
a termination of employment, shall constitute a Break in Service.

      Upon the re-employment of any person who had previously been employed
by the Employer, the following rules shall apply in determining his
Participation in the Plan and his Service under Section 3.2:

            (a)   Participation: Before a Break in Service -- If the
      Employee is rehired before he has a one (1)-Year Break in Service, he
      shall participate in the Plan as of the date of his reemployment or,
      if later, the date he meets the eligibility requirements under
      Section 3.1. In addition, if a terminated Participant is rehired
      before he has a one-year Break in Service, he may also be entitled to
      a beginning accounts as provided in Section 4.3.

            (b)   Participation: After a Break in Service -- If an Employee
      is rehired after he has a one (1)-Year Break in Service, but prior to
      cancellation of his prior Service (as determined below), he shall
      participate in the Plan on the date of his reemployment of if later
      on the date he meets the eligibility requirements under Section 3.1.
      However, if such an Employee is rehired after cancellation of his
      prior Service (as determined below), he shall participate or re-
      participate in the Plan on the date he meets the eligibility
      requirements under Section 3.1.


<PAGE>  15


            (c)   Service: For Vested Participants -- In the case of a
      Participant who was vested when his period of employment terminated,
      any Service attributable to his prior period of employment shall be
      reinstated as of the date of his reparticipation.

            (d)   Service: For Other Employees -- In the case of a re-
      employed Employee who was not a Participant in the Plan during his
      prior period of employment or in the case of a Participant who was
      not vested when his prior period of employment terminated, any
      Service attributable to his prior period of employment shall not be
      cancelled and shall be restored only if only of one of the following
      applicable.

                  (1)   The number of his consecutive years of Break in
            Service was less than the aggregate number of years of his pre-
            break Service (determined under Section 3.2 without regard to
            whether participation in the Plan had commenced), or

                  (2)   The Employee's Break in Service commenced on or
            after May 1, 1986 and the number of his consecutive years of
            Break in Service was less than five (5), or

                  (3)   The Employee's Break in Service commenced on or
            after May 1, 1986 due to a "maternity or paternity leave" and
            the number of his consecutive years of Break in Service was
            less than the aggregate number of years in his pre-break
            Service plus one year (considering Service determined under
            Section 3.2 without regard to whether participation in the Plan
            had commenced), or

                  (4)   The Employee's Break in Service commenced on or
            after May 1, 1986 due to a "maternity or a paternity leave" and
            the number of his consecutive years of Break in Service was
            less than six (6) years.


<PAGE>  16


                  For the purpose of this Plan, "maternity or paternity
            leave" means termination of employment or absence from work due
            to the pregnancy of the Employee, the birth of a child of the
            Employee, the placement of a child in connection with the
            adoption of the child by an Employee, or the caring for an
            Employee's child during the period immediately following the
            child's birth or placement for adoption. The Administrator
            shall determine, under rules of uniform application and based
            on information provided to the Administrator by the Employee
            whether or not the Employee's termination of employment or
            absence from work is due to "maternity or paternity leave."

      Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits, and service credit with respect
to qualified military service will be provided in accordance with Section
414(u) of the Internal Revenue Code.

      3.4   TRANSFERS:

            (a)   Transfers between several Employers who may be covered
      Employees hereunder, shall not interrupt Plan Participation or
      Service credit hereunder.

            (b)   For the purposes of determining eligibility to
      participate in the Plan, and Service under Section 3.2, an Employee
      shall receive recognition of his employment by any Related Employer,
      provided that all such employment is determined in accordance with
      the reemployment provisions of Section 3.3.

            (c)   If a Participant is transferred to employment with a
      Related Employer, or to a position with an Employer which makes him
      ineligible for continued coverage under the Plan, his participation
      under the Plan shall be suspended, provided, however, that during the
      period of his employment in such ineligible position: (i) his
      Participant Stock Account shall receive no Employer contribution or
      Forfeiture allocations under Section 6.2(c), (ii) he shall continue
      to participate in Income allocations pursuant to


<PAGE>  17


      Section 6.2(a); and (iii) the provisions of ARTICLE VII shall
      continue to apply.

            (d)   For the purposes of this Section 3.4, Related Employer
      shall mean (i) any corporation which is a member of the controlled
      group of corporations of which an Employer is a part; (ii) any trade
      or business which is under common control with an Employer, and (iii)
      any member of an affiliated service group which includes an Employer,
      all as defined by Section 414 of the Internal Revenue Code.

      3.5   HOURS OF EMPLOYMENT: Under this ARTICLE III, hours of
employment shall include the following:

            (a)   Each hour for which an Employee is paid, or entitled to
      payment, for the performance of duties for an Employer, including any
      period of accrued vacation for which Compensation is paid upon
      termination of employment.

            (b)   Up to five hundred one (501) hours of any single
      continuous period during which the Employee performs no duties but is
      directly or indirectly paid or entitled to payment by an Employer
      (regardless of whether employment has terminated) due to vacation,
      holiday, illness, incapacity including disability, layoff, jury duty,
      military duty or leave of absence; excluding, however, any period for
      which a payment is made or due under this Plan or under a plan
      maintained solely for the purpose of complying with workmen's
      compensation or unemployment compensation or disability insurance
      laws, or solely to reimburse the Employee for medical or medically-
      related expenses. An Employee shall be deemed to be "directly or
      indirectly paid, or entitled to payment by the Employer" regardless
      of whether such payment is (i) made by or due from the Employer
      directly; or (ii) made indirectly through a trust fund, insurer or
      other entity to which the Employer contributes or pays premiums.

            (c)   Each hour for which back pay, irrespective of mitigation
      of


<PAGE>  18


      damages, is either awarded or agreed to by an Employer, without
      duplication of hours provided above, and subject to the five hundred
      one (501)-hour restriction for periods described in the foregoing
      Subparagraph (b).

            The foregoing provisions shall be administered in accordance
      with Department of Labor rules set forth in Section 2530.200b-2 of
      the Rules and Regulations for Minimum Standards for Employee Benefit
      Plans. The periods of absence described as Service in Section 3.2
      shall be credited in addition to, but not in duplication of, the
      periods described in the foregoing provisions.


<PAGE>  19


                                 ARTICLE IV

                        CONTRIBUTIONS AND FORFEITURES

      4.1   EMPLOYER CONTRIBUTIONS: For Plan Year the Employer will
contribute in cash or Employer stock amounts, if any, that the Employer's
Board of Directors, in its sole discretion may authorize and direct to be
paid. Contributions made in Employer Stock will be allocated to a
Participant's Employer Stock Agreement and contributions made in asset other
than Employer Stock will be allocated to a Participant's General Investment
Account. The Employer contribution will be allocated to share participants
who have completed at least one thousand (1,000) Hours of Service during
the Plan Year and who are employed on the last day of the Plan Year
allocation will be made in the ration that the Participant's Considered
Compensation bears to the Considered Compensation of all Participants.

      4.2   PAYMENT: The Employer's total annual contribution shall be
made, in one or more installments, not later than the due date (including
extensions thereof) for filing the federal income tax return of the
Employer for its fiscal year ending coincident with the Plan Year for which
the contribution is made. Any contribution shall in the sole discretion of
the Employer's Board of Directors be (i) used to purchase available
Employer Stock; or (ii) allocated to Participants' Stock Accounts;
provided, however, that to the extent required, any cash contributions
shall be used to repay any portion of a loan made by the Plan under Section
8.3.


<PAGE>  20


      If an Employer's contribution is made in shares of Employer Stock,
the Employer Stock will be valued at the average of closing prices of the
Employer Stock as quoted on any system (such as NASDAQ) sponsored by a
national securities association, or as reported on any national securities
exchange if such Employer Stock is at any time after the Effective Date
hereof listed on a national exchange, for each day, the Employer Stock is
in fact traded during the twenty (20) trading day period immediately
preceding the date of the contribution. While the Employer Stock is not in
fact traded on an exchange or in the over-the-counter market on at least
ten (10) of said twenty (20) immediately preceding trading days, or the
Employer Stock is neither listed on a national exchange or quoted on a
national quotation system, the value of the Employer Stock shall equal its
fair market value as of the date of the contribution, as determined in good
faith by the Trustees utilizing the services of an Independent Appraiser as
provided in Section 9.12.

      4.3   MAXIMUM CONTRIBUTIONS: The aggregate amount of contributions
made by the Employer shall not exceed fifteen percent (15%) of the
aggregate compensation (as defined in Section 415(c)(3) of the Internal
Revenue Code) of all Participants during the Plan Year, except as provided
in this Section 4.3. For any Plan Year with respect to which Employer
contributions are applied to repay any portion of a loan made to the Plan
under Section 8.3, the total amount of Employer contributions used to repay
principal on all such loans shall not exceed twenty-five percent (25%) of
such aggregate Participant compensation for the Plan Year. The Employer may
contribute any amount in excess of the maximum for the Plan Year, without
limitation, for the purpose of paying interest on such loans. Furthermore,
the contributions made by the Employer to this Plan, when combined with any
other qualified plans, shall not exceed the maximum allowable deductions
permitted under Section 404 of the Internal Revenue


<PAGE>  21


Code.

      4.4   NO CONTRIBUTIONS BY PARTICIPANTS: Participants are neither
required nor permitted to make any contributions under this Plan.

      4.5.   DISPOSITION OF FORFEITURES:  Upon termination of employment, a
Participant's Forfeitures, if any, shall be reallocated to the other eligible
Participants as of the end of the Plan Year in which his employment
terminated and shall be added to the Employer contribution for purposes of
such allocation.  However, such Forfeitures may be reinstated, subject to the
provisions of this Section.

      If the terminated Participant returns to the employ of his Employer
before five (5) years has elapsed since the date of his termination of
employment, and if the Participant repays, within the five (5)-year period
following his re-employment date, the amount of the distribution, if any, he
received from his accounts at his previous termination of employment, the
repaid amount and an amount equal to the Forfeitures resulting from his
previous termination of employment shall become the beginning balances in his
new Accounts.  Until and unless a Forfeiture is reinstated under the
preceding sentence, the reemployed Participant's beginning balances in his
new Accounts shall be zero.

      No forfeiture will occur prior to the earlier of the distribution of a
participant's entire vested account balance or the completion of five (5)
consecutive one (1) year breaks in service.

      If the present value of any nonforfeitable accrued benefit (taking into
account benefits derived from both employer and employee contributions) is,
or at the time of any prior distribution was, in excess of five thousand five
hundred dollars ($5,000), such benefit shall not be immediately distributed
without the consent of the participant and,


<PAGE>  22


when applicable, the participant's spouse.

      A forfeiture shall actually occur upon the earlier of:

            (a)   The distribution of the entire vested portion of a
      Participant's Company Contribution Account, or

            (b)   The last day of the Plan Year in which the Participant
      incurs five (5) consecutive one (1)-Year Break in Service.

      4.6   LIMITATIONS ON ANNUAL ADDITIONS: Notwithstanding anything
contained herein to the contrary, allocation of Employer contributions for
any Plan Year shall be subjected to the following:

      The Employer contributions during any Plan Year to any Participant's
Account shall not exceed the lesser of thirty thousand dollars ($30,000)
(or such other dollar amount which results from cost-of-living adjustments
under Section 415(d) of the Code) or twenty-five percent (25%) of the
Participant's Compensation from the Employer and all Related Companies. In
addition, the increased limitations provided in Section 415(c)(6) of the
Internal Revenue Code shall be applicable if appropriate. In the event that
annual additions to all the accounts of a Participant would exceed the
aforesaid limitations, they shall be reduced in the following priority:

            (a)   Allocation of any excess to the accounts of the other
      Participants in proportion of the Compensation of said other
      Participants until the accounts of said other Participants reach the
      limits of the first sentence of this Paragraph,

            (b)   Any additional amounts shall be held in the trust for
      allocation to Participant Accounts in later years in proportion to
      Compensation in later years, such allocation to occur as rapidly as
      may be done without violating the limits of the first sentence of
      this Paragraph (b).


<PAGE>  23


            If the Employers of any Related Employer contributes amounts,
      on behalf of Employees covered by this Plan, to other "defined
      contribution plans" as defined in Section 3(34) of ERISA, the
      limitation on annual additions provided in this Section 6.7 shall be
      applied to annual additions in the aggregate to this Plan and such
      other plans. Reduction of annual additions, where required, shall be
      accomplished first by reductions under such other plans pursuant to
      the directions of the named Fiduciary for administration of such
      other plans or under priorities, if any, established by the terms of
      such other plans and then by allocating any remaining excess for this
      Plan in the manner and priority set out above with respect to this
      Plan.

            In any case in which a Participant under this Plan is also a
      Participant under a "defined benefit plan" as defined in ERISA
      Section 3(35) or is a Participant under a defined benefit plan and
      other defined contribution plans maintained by the Employer or a
      Related Employer, the sum of the "defined benefit plan fraction" (as
      defined in Section 415(e)(2) of the Code) and the "defined
      contribution plan fraction" (as defined in Section 415(e)(3) of the
      Code) shall not exceed one point zero (1.0).

            Reduction of contributions to or benefits from all plans, where
      required, shall be accomplished by first reducing benefits under such
      other defined benefit plan or plans, then reducing contributions or
      allocating excess in the manner and priority set out above with
      respect to other defined contribution plans, and finally by
      allocating any remaining excess for this Plan in the manner and
      priority set out above with respect to this Plan.

      4.7   TOP-HEAVY PROVISIONS: The following provisions shall become
effective in any Year in which the Plan is determined to be a Top-Heavy
Plan.

            (a)   Determination of Top-Heavy: The Plan will be considered


<PAGE>  24


      a Top-Heavy Plan for the Year if as of the last day of the preceding
      Year, (1) the value of the Participant Stock Accounts, (but not
      including any allocations to be made as of such last day of the Year
      except contributions actually made or before that date and allocated
      pursuant to Section 4.3) of Participants who are Key Employees (as
      defined in Section 416(i) of the Internal Revenue Code, but in making
      such determination considering compensation as defined in Section
      1.415-2(d) of the Income Tax Regulations) exceeds sixty percent (60%)
      of the value of the Participant accounts (but not including any
      allocations to be made on or before that date and allocated pursuant
      to Section 4.3) of all Participants (the "sixty percent (60%) Test");
      or (2) the Plan is part of a required aggregation group as defined
      below and the required aggregation group is top-heavy. However, and
      notwithstanding the results of the sixty percent (60%) test, the Plan
      shall not be considered a Top-Heavy Plan for any Year in which the
      Plan is a part of a required or permissive aggregation group as
      defined below which is not top-heavy.

            (b)   Minimum Vesting: In the event this Plan is Top Heavy, the
      special Top Heavy vesting schedule under Section 7.4 hereof shall
      apply.

            (c)   Minimum Allocation: For any Plan Year during which the
      Plan is deemed to be a Top-Heavy Plan, a non-Key Employee who is not
      a Participant in a defined benefit plan sponsored by the Employers,
      who is eligible to participate hereunder and who is actively employed
      by an Employer on the last day of the Plan Year, shall receive an
      allocation of a minimum Employer contribution. Such minimum
      contribution shall be a percentage of the non-Key Employee's
      Compensation for the plan year equal to three percent (3%) or, if
      less, the highest percentage of Compensation of Employer contribution
      allocation to a Key Employee for such Plan Year under all defined
      contribution plans including Section 401(K) Plans.


<PAGE>  25


            (d)   Compensation Limitation: For any Plan Year in which the
      Plan is a Top-Heavy Plan, the compensation limitation described in
      Section 416(d) of the Internal Revenue Code shall apply.

            (e)   Change in Top-Heavy Status: If the Plan becomes a Top-
      Heavy Plan and subsequently ceases to be such, the vesting schedule
      in Subsection (b) of this section shall continue to apply in
      determining the vested percentage of any Participant who had at least
      five (5) years of Service as of December 31st in the last Plan Year
      of top-heaviness. For other Participants, said schedule shall apply
      only to their Participant Stock Account balance as of such December
      31st.

            (f)   Impact on Maximum Benefits: For any Plan Year in which
      the Plan is a Top-Heavy Plan, Section 4.7 shall be read by
      substituting the number "1.00" for the number "1.25" wherever it
      appears therein, except such substitution shall not have the effect
      of reducing any benefit accrued under a defined benefit plan prior to
      the first day of the Plan Year in which this provision becomes
      applicable.

            (g)   Aggregation with Other Plans:

                  (i)   Required Aggregation: If a Key Employee under this
            Plan also participates in another Plan of the Employers which
            is qualified under Internal Revenue Code Section 401(a) or
            which is a simplified employee pension plan under Internal
            Revenue Code Section 408(k), or if this Plan and another plan
            must be aggregated so that either this Plan or the other Plan
            will meet the anti-discrimination and coverage requirements of
            Internal Revenue Code Section 401(a)(4) or 410, then this Plan
            and any such other Plan will be aggregated for purposes of
            determining top-heaviness. This Plan will automatically be
            deemed top-heavy if such required aggregation of plans is top-
            heavy as a group and will automatically be deemed not top-heavy
            if such required


<PAGE>  26


            aggregate of plans is not top-heavy as a group.

                  (ii)  Permissive Aggregation: Any other Plan of the
            Employers which is qualified under Internal Revenue Code
            Section 401(a) or which is a simplified employee pension plan
            under Internal Revenue Code Section 408(k), and which is not in
            the required aggregation referenced in (i) above, may be
            aggregated with this Plan (and with any other plan(s) in the
            required aggregation group in (i) above) for purposes of
            determining top-heaviness if such aggregation would continue to
            meet the anti-discrimination and coverage requirements of
            Internal Revenue Code Sections 401(a)(4) and 410. This Plan
            will automatically be deemed not top-heavy if such permissive
            aggregation of plans is not top-heavy as a group.

                  (iii) Determining Aggregation Top-Heavy Status: The top-
            heavy status of the plans as a group is determined by
            aggregating the plans' respective top-heavy determinations that
            are made as of determination dates that fall within the same
            calendar year.

                  (iv)  For a plan year in which the plan is Top Heavy,
            each non-key employee shall receive a minimum contribution,
            provided that the participant has not separated from service by
            the end of the year, regardless of whether the non-key employee
            has less than one thousand (1,000) hours of service (or its
            equivalent).

                  (v)   Should the Plan Sponsor ever maintain a defined
            benefit plan and a defined contribution plan covering the same
            participants, any minimum required Top Heavy benefits will be
            provided under this plan.


<PAGE>  27


                                  ARTICLE V

                          TREATMENT OF PARTICIPANT

      5.1   MAINTENANCE OF PARTICIPANT GENERAL INVESTMENT ACCOUNTS: A
Participant General Investment Account for each Participant hereunder. As
of each Allocation Date, the Trustees shall determine the market value of
Participant General Investment Accounts. All will be adjusted as of each
Allocation Date to reflect income, realized and unrealized projects, and
losses and expenses attributable to the accounts. Such allocation shall be
made based upon a ratio of beginning account balances. Forfeitures shall be
allocated in accordance with Section 5.5 hereof.

      5.2   Unless otherwise required by applicable law, the maintenance of
all Participant General Investment Account balances shall be for
bookkeeping purposes only and no segregation of Trust Fund assets to any
Participant shall be required. As soon as possible after the annual
allocations to the Participant General Investment Accounts of each
Participant has been made, the Trustees shall notify each Participant with
respect to the status of such account. This allocation and notification
shall not vest in any Participant any right, title, or interest in the
trust, except to the extent, at the time or times and upon the terms and
conditions set forth herein.


<PAGE>  28


                                 ARTICLE VI

                              PARTICIPANT STOCK

      6.1   PARTICIPANTS' STOCK ACCOUNTS: The Employer shall maintain a
Participant Employer Stock Account in the name of each Participant and such
account shall be credited annually as of each Allocation Date with certain
amounts allocated to such Participant. Unless otherwise required by
applicable law, the maintenance of all Participants' Stock Accounts shall
be for bookkeeping purposes only and no segregation of Trust Fund assets
shall be required.

      6.2   PARTICIPANTS' STOCK ACCOUNTS IN GENERAL: As soon as practicable
after the Employer has made the annual allocations to the Participant Stock
Account of each Participant, the Trustees shall notify each Participant
with respect to the status of such Participant's Stock Account as of such
date. Such allocation and notification shall not vest in any Participant
any right, title or interest in the Trust, except to the extent, at the
time or times, and upon the terms and conditions set forth herein.

      6.3   ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES: As of
each Allocation Date, the total number of shares and fractional shares of
Employer Stock contributed to the Trust, purchased by the Trust with cash
contributions by Employers, or released from the Suspense Account pursuant
to Section 8.3 during the Plan Year shall be computed and allocated along
with any Forfeitures relating to Participant Stock Accounts which have
arisen during such Plan Year.

      The allocation of Employer Stock shall be made according to ARTICLE
IV hereof.


<PAGE>  29


      6.4   ALLOCATION OF CASH DIVIDENDS: Cash dividends on Employer Stock
allocated to a Participant's Employer Stock Account shall be credited to
that Participant's Employer Stock Account. Cash dividends on unallocated
shares of Employer Stock shall be allocated in accordance with the
provisions of Section 6.5. Any dividends may, in the sole discretion of the
Administrator, be distributed to the Participants or used to repay a loan
under Section 8.3.

      6.5   ALLOCATION OF EARNINGS AND LOSSES: As of each Allocation Date,
the Trustees shall determine the fair market value of the assets relating
to Participant Employer Stock Accounts. The Trustees shall allocate the net
earnings and gains or losses related to the Participants' Employer Stock
Accounts since the prior Allocation Date to the accounts of the
Participants. Dividends shall be allocated based on relative beginning
Participant's Account share balances less any distributions actually paid.
Interest and other earnings shall be allocated based on relative beginning
cash balance less any distributions actually paid. The Trustees may also
make such other adjustments to the Participant Stock Employer Accounts as
it deems necessary and appropriate in order to achieve an equitable
allocation of the net earnings and gains or losses as long as it does so in
a uniform and non-discriminatory manner. In determining the market value of
Employer's Stock for purposes of this ARTICLE, Section 4.2 shall apply.

      6.6   INTERIM ACCOUNTINGS: Employer Stock when initially acquired by
the Trustees shall be credited to the Unallocated Stock Account or Suspense
Account, which accounts shall be measured in shares. As of each Allocation
Date, the balance in the Unallocated Stock Account shall be allocated to
Participant Employer Stock Accounts in the manner described in Section 6.3.
The balance in the Suspense Account shall be


<PAGE>  30


released in accordance with Section 8.3(b) and allocated in the manner
described in Section 6.3.

      6.7   VOTING AND EXERCISING OTHER RIGHTS OF SECURITIES:

            (a)   Each Participant shall be entitled to direct the Trustees
as
      to the manner in which Employer Stock represented by such
Participant's
      Employer Stock Account is to be voted and as to the manner in which
rights
      other than voting rights with respect to such Employer Stock are to
be
      exercised. There shall be, in effect, a complete pass through of
corporate
      voting rights to Participants hereunder.

            (b)   The Trustees shall notify Participants of each occasion
for
      the exercise of voting rights within a reasonable period (not less
than
      thirty (30) days, unless such period is impossible or impractical)
before
      such rights are to be exercised.

            (c)   The Trustees shall take whatever steps are reasonably
      necessary to allow Participants to exercise rights other than voting
      rights of Employer Stock represented by the Participant Employer
Stock
      Account of such Participant.

            (d)   The number of shares to which each Participant entitled
to
      vote shall have the right to direct the exercise of the rights
thereof
      shall be determined for any record date by the number of shares
allocated
      to the Participant's Stock Account on the last Allocation Date.

            (e)   The Trustees shall vote fractional shares by combining
the
      directions on voting of such fractional shares to the extent
possible.

            (f)   The Trustees shall vote any shares in the Unallocated
Stock
      Account and in the Suspense Account in the same proportion and in the
same
      manner as the shares in the Participant Stock Accounts are voted by
the
      Participants.

            (g)   The Trustees shall make no recommendation regarding the


<PAGE>  31


      manner of exercising any rights under this Paragraph, including
whether or
      not such rights should be exercised.

      6.8   PUT OPTION: If, and only if, the Employer Stock, is not readily
tradable on an established market, then any Participant, who is otherwise
entitled to a distribution from the Plan, shall have the right (hereinafter
referred to as "Put Option") to require that his Employer repurchase any
Employer Stock under a fair valuation formula established by the
Independent Appraiser appointed pursuant to Section 9.2 hereof. The Put
Option shall only be exercisable during the sixty (60) day period
immediately following the date of distribution and if the Put Option is not
exercised within such sixty (60) day period, then it can be exercised for
an additional period of sixty (60) days in the following Plan Year. This
Put Option shall be non-terminable within the meaning of Internal Revenue
Service Regulation 54.4975-11(a)(ii).

      The amount paid for Employer Stock under the Put Option shall be paid
in substantially equal periodic payments (not less frequently than
annually) over a period beginning not later than thirty (30) days after the
exercise of the Put Option and not exceeding five (5) years such mode of
payment to by the Employer in its sole discretion. There shall be adequate
security provided and reasonable interest paid on the unpaid balance due
under this Paragraph.

      6.9   ALLOCATION OF EMPLOYER STOCK: Any provision hereof to the
contrary notwithstanding, at any time Employer Stock and assets other than
Employer Stock are to be allocated hereunder to the accounts of
Participants and former Participants then, to the greatest extent possible
without resulting in discrimination in


<PAGE>  32


favor of Highly Compensated Employees, Employer Stock shall be allocated to
the accounts of Participants and assets other than Employer Stock shall be
allocated to the Accounts of former Participants.


<PAGE>  33


                                 ARTICLE VII

                                  BENEFITS

      7.1   WITHDRAWALS DURING EMPLOYMENT: Subject to Section 7.7, there
shall be no in-service withdrawals (including loans) made to a Participant.
Distributions may only be made on account of retirement, termination of
employment, death, or Disability.

      An employee's right to his or her normal retirement benefit is
nonforfeitable on attainment of normal retirement age, as defined in Code
Section 411(a)(8).

      7.2   RETIREMENT OR DISABILITY: If a Participant's employment with
the Employer is terminated at or after he attains age sixty-five (65) and
completes five (5) Years of Participation (Retirement), or if his
employment is terminated at any earlier age because Disability, he shall be
vested in, and entitled to receive, one hundred percent (100%) of the
entire amount then in each of his accounts. Payment of benefits due under
this Section shall be made in accordance with Section 7.5.

      7.3   DEATH: In the event that the termination of a Participant is
caused by his death, his Beneficiary shall be vested in and paid one
hundred percent (100%) of the entire amount then in each of his accounts.
Payment of benefits due under this Section shall be made to the Beneficiary
in accordance with Section 7.5.

      7.4   TERMINATION FOR OTHER REASONS: If a Participant's employment
with the Employer is terminated before age sixty-five (65), and the
completion of five (5) Years of Participation for any reason other than
Disability or death,


<PAGE>  34


the Participant shall be entitled to an amount equal to a percentage of the
balances then credited to his Participant General Investment Account and
Participant Employer Stock Account and such balances shall include
Forfeiture amounts eligible for reinstatement pursuant to Section 5.5 but
not yet allocated. A participant's vested percentage, whether the
participant is terminated from employment or not, shall be determined
according to the following schedule:

<TABLE>
<CAPTION>

      Years of Service           Vested Percentage
      ----------------           -----------------

      <s>                               <c>
      Less than 5                         0%
      5 Years or more                   100%
</TABLE>

      However, such percentage shall be determined in accordance with the
following schedule, if the Plan is Top Heavy:

<TABLE>
<CAPTION>

      Years of Service           Vested Percentage
      ----------------           -----------------
      <s>                               <c>
      Less than 2                         0%
      2 Years but less than 3            20%
      3 Years but less than 4            40%
      4 Years but less than 5            60%
      5 Years but less than 6            80%
      6 Years or more                   100%
</TABLE>

      Payment of benefits due under this Section shall be made in
accordance with Section 7.5.

      Any Participant working in the Petite Fleur Division of the Plan
Sponsor on as of March 6, 1998 shall be deemed to have terminated their
employment with the Plan Sponsor and shall receive a distribution of his
benefits hereunder as soon as possible after that date.


<PAGE>  35


      The above notwithstanding any Participant working in the Petite Fleur
Division of the Plan Sponsor as of March 6, 1998 shall be fully vested in
all of his accounts hereunder irrespective of his Years of Service.

      7.5   PAYMENT OF BENEFITS: Distribution of stock or cash under
Sections 7.2, 7.3 and 7.4 shall be in the form of a lump sum or in
installments over a period not exceeding fifteen (15) Years. Unless the
Participant elects otherwise, the distributions shall commence no later
than one (1) year after the close of the Plan Year in which the Participant
terminates employment due to death, Disability or Retirement and no later
than five (5) years after the close of the Plan Year in which Participant
terminates employment for any other reason.

      In the case of a Participant who terminates employment due to death,
Disability or Retirement, the Participant or his Beneficiary, as the case
may be, shall receive a distribution based on the most recent Allocation
Date.

      Distributions related to the Participant's Employer Stock Account
will be made in Employer Stock. The Participant General Investment Account
will be distributed in the form of cash or employer stock. Employer Stock
will be valued for distribution purposes at the price determined under the
last annual valuation made in accordance with Section 5.2 hereof. The
Administrator shall follow the Beneficiary designation under Section 7.6 in
the case of a distribution on account of Participant's death.

      7.6   DESIGNATION OF BENEFICIARY: Designation of a Beneficiary or
Beneficiaries under the Plan shall be governed by the following rules:

            (a)   Designation Procedure: Subject to the provisions of
      Subsection (b) below, each Participant from time to time may
      designate any person or persons (who may be designated primarily,
      contingently or successively and who may be


<PAGE>  36


      an entity other than a natural person) as his Beneficiary or
      Beneficiaries to whom his Plan benefits are paid if he dies before
      receipt of all such benefits. Each Beneficiary designation shall be
      in a form prescribed by the Administrator and will be effective only
      when filed with the Administrator during the Participant's lifetime.

      Each Beneficiary designation filed with the Administrator will cancel
all Beneficiary designations previously filed with the Administrator. The
revocation of a Beneficiary designation no matter how effected, shall not
require the consent of any designated Beneficiary except as provided in
Subparagraph (b) below.

            (b)   Spousal Consent: No Beneficiary designation shall be
      effective under the Plan unless the participant's spouse consents in
      writing to such designation, the spouse's consent acknowledges the
      effect of such designation and the spouse's signature is witnessed by
      a Plan representative which shall include a member of the
      Administrator or a notary public. Any Beneficiary designation
      previously made by a Participant shall be automatically revoked upon
      the marriage or remarriage of a Participant.

      Notwithstanding the foregoing, spousal consent to a Participant's
Beneficiary designation shall not be required if:

                  (i)   The spouse is designated as the sole primary
            beneficiary by the Participant, or

                  (ii)  It is established to the satisfaction of the
            Administrator that spousal consent cannot be obtained because
            there is no spouse, because the spouse cannot be located or
            because of such other circumstances as may be prescribed in
            regulations issued by the Secretary of the Treasury.


<PAGE>  37


      Any consent by a spouse or any determination that the consent is not
required pursuant to Paragraphs (i) or (ii) above, shall be effective only
with respect to such spouse.

            (c)   Lack of Designation: If any Participant fails to
      designate a Beneficiary in the manner provided above, or if the
      Beneficiary designated by a deceased Participant dies before him or
      before complete distribution of the Participant's benefits, such
      Participant's benefits shall be paid in accordance with the following
      order of priority:

                  (i)   To the Participant's surviving spouse, or if there
            be none surviving,

                  (ii)  To the Participant's children, in equal parts, or
            if there be none surviving,

                  (iii) To the Participant's father and mother, in equal
            parts, or if there be none surviving,

                  (iv)  To the Participant's estate.

      7.7   MINIMUM DISTRIBUTIONS: Unless otherwise elected by a
Participant, benefits to which a Participant is entitled shall commence no
later than (1) his sixty-fifth (65th) birthday or (2) his termination of
employment.

            (i)   The distribution of benefits to any person having an
      ownership interest of more than five percent (5%) in any
      Participating Company must commence no later than the first day of
      April following the calendar year in which such individual attains
      the Age of seventy and one-half (70 1/2).


<PAGE>  38


            (ii)  The distribution of benefits to any other individual must
      commence no later than the first day of April following the calendar
      year in which the later of termination of employment or Age seventy
      and one-half (70 1/2) occurs.

            (iii) If a Participant dies after distribution of his or her
      interest has commenced, the remaining portion of such interest will
      continue to be distributed at least as rapidly as under the method of
      distribution being used prior to the Participant's death.

            (iv)  If a Participant dies before distribution of his or her
      interest commences, the Participant's entire interest will be
      distributed no later than five (5) years after the Participant's
      death except to the extent that an election is made to receive
      distributions in accordance with (A) or (B) below:

                  (A)   if any portion of the Participant's interest is
            payable to a designated Beneficiary, distributions may be made
            in substantially equal installments over the life or life
            expectancy of the designated Beneficiary commencing no later
            than one (1) year after the Participant's death; or

                  (B)   if the designated Beneficiary is the Participant's
            surviving spouse, the date distributions are required to begin
            in accordance with (A) above shall not be earlier than the date
            on which the Participant would have attained Age seventy and
            one-half (70 1/2), and, if the spouse dies before payments
            begin, subsequent distributions shall be made as if the spouse
            had been the Participant.

            (v)   For the calculation of distributions to a non-spouse, the
      life expectancy will be calculated at the time payment first
      commences and payments for any twelve (12) consecutive month period
      will be based on such life expectancy minus the number of whole years
      passed since distribution first commenced.


<PAGE>  39


            (vi)  Where an initial payment must be made on April 1st of the
      year following the year in which the Participant meets the
      requirement for a distribution, the second payment shall be
      distributed no later than December 31st of the same calendar year and
      each succeeding payment shall be distributed no later than December
      31st thereafter.

      The above notwithstanding, any election made in accordance with Code
Section 401(a) before January 1, 1984, shall take precedence over the
provisions of Sections 7.7(i) through 7.7(vi).

      7.8   NON-ALIENATION OF BENEFITS: Except with respect to federal
income tax withholding, benefits payable under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of
any kin, either voluntary or involuntary, including any such liability
which is for alimony or there payments for the support of a spouse or
former spouse or for any other relative of the Employee, prior to actually
being received by the person entitled to the benefit under the terms of the
Plan; and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any right to benefits
payable hereunder, shall be void. The Trust Fund shall not in any manner be
liable for, or subject to, the debts, contracts, liabilities, engagements
or torts of any person entitled to benefits hereunder.

      Notwithstanding the above, the Administrator shall direct the Trustee
to comply with a Qualified Domestic Relations Order (Q.D.R.O.).

      A Qualified Domestic Relations Order is a judgement, decree or order
(including approval of a property settlement agreement) made pursuant to a
state domestic relations law (including community property law) that
relates to the provision of


<PAGE>  40


child support, alimony payments or marital property rights to a spouse,
former spouse, child or other dependent of a Participant ("Alternate
Payee") and which:

            (a)   Creates or recognizes the existence of an Alternate
      Payee's right to, or assigns to an Alternate Payee the right to,
      receive all or a portion of the benefits payable to a Participant
      under this Plan; and

            (b)   Specifies (i) the name and last known mailing address (if
      any) of the Participant and each Alternate Payee covered by the order
      (ii) the amount or percentage of the participant's Plan benefits to
      be paid to any Alternate Payee, or the manner in which such amount or
      percentage is to be determined and (iii) the number of payments or
      the period to which the order applies and each plan to which the
      order relates; and

            (c)   Does not require the Plan to


                  (i)   Provide any type or form of benefit or any option
            not otherwise provided under the Plan;

                  (ii)  Pay any benefits to any Alternate Payee prior to
            the earlier of the affected Participant's termination of
            employment or the earlier of either (I) the earliest date
            benefits are payable under the Plan to a Participant, or (II)
            the later of the date the Participant attains age fifty (50) or
            the earliest date on which the Participant could obtain a
            distribution from the Plan if the Participant separated from
            service;

                  (iii) Pay any benefits which are not vested under the
            Plan;

                  (iv)  Provide increased benefits, or

                  (v)   Pay benefits to an Alternate Payee that are
            required to be paid to another Alternate Payee under a prior
            Qualified Domestic Relations Order.


<PAGE>  41


      For purposes of this Plan, an Alternate Payee who had been married to
the Participant for at least one year may be treated as a spouse with
respect to the portion of the Participant's benefit in which such Alternate
Payee has an interest provided that the Qualified Domestic Relations Order
provides for such treatment. However, under no circumstances may the spouse
of an Alternate Payee (who is not a Participant hereunder) be treated as a
spouse under the terms of the Plan.

      Upon receipt of any judgment, decree or order (including approval of
a property settlement agreement) relating to the provision of payment by
the Plan to an Alternate Payee pursuant to a state domestic relations law,
the Administrator shall promptly notify the affected Participant and any
Alternate Payee of the receipt of such judgment decree order and shall
notify the affected Participant and any Alternate Payee of the
Administrator's procedure for determining whether or not the judgment,
decree or order is a Qualified Domestic Relations Order.

      The Administrator shall establish a procedure to determine the status
of a judgment, decree or order as a Qualified Domestic Relations Order and
to administer Plan distributions in accordance with Qualified Domestic
Relations Orders. Such procedure shall be in writing, shall include a
provision specifying the notification requirements enumerated in the
preceding Paragraph, shall permit an Alternate Payee to designate a
representative for receipt of communications from the Administrator and
shall include such other provisions as the Administrator shall determine,
including provisions required under regulations promulgated by the
Secretary of the Treasury.

      During any period in which the issue of whether a judgment, decree or
order is a Qualified Domestic Relations Order is being determined (by the


<PAGE>  42


Administrator, a court of competent jurisdiction or otherwise), the
Administrator shall account for separately the amount, if any, which would
have been payable to the Alternate Payee during such period if the
judgment, decree or order had been determined to be a Qualified Domestic
Relations Order.

      If the judgment, decree or order is determined to be a Qualified
Domestic Relations Order within the eighteen (18)-month period following
the receipt by the Administrator of the Qualified Domestic Relations Order,
then payment of the amount shall be paid to the appropriate Alternate
Payee. If such a determination is not made within the eighteen (18)-month
period, the amount shall be returned to the Participant's accounts under
the Plan and shall be paid at the time and the manner provided under the
Plan as if no order, judgment or decree had been received by the
Administrator.

      7.9   This Section applies to distributions made on or after January
1, 1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under this Section, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee
in a Direct Rollover.

            (a)   "Eligible Rollover Distribution" shall mean any
      distribution of all or any portion of the balance to the credit of
      the Distributee, except that an Eligible Rollover Distribution does
      not include: any distribution that is one of a series of
      substantially equal periodic payments (not less frequently than
      annually) made for the life (or life expectancy) of the Distributee
      or the joint lives (or joint life expectancies) of the Distributee
      and the Distributee's designated Beneficiary, or for a specified
      period of ten


<PAGE>  43


      (10) years of more; any distribution to the extent such distribution
      is required under Section 401(a)(9) of the Code; and the portion of
      any distribution that is not includible in gross income (determined
      without regard to the exclusion for net unrealized appreciation with
      respect to Employer securities).

            (b)   "Eligible Retirement Plan" shall mean an Individual
      Retirement Account described in Section 408(a) of the Code, an
      Individual Retirement Annuity described in Section 408(b) of the
      Code, an Annuity Plan described in Section 403(a) of the Code, or a
      qualified trust described in Section 401(a) of the Code, that accepts
      the Distributee's Eligible Rollover Distribution. However, in the
      case of an Eligible Rollover Distribution to the surviving spouse, an
      Eligible Retirement Plan is an Individual Retirement Account or
      Individual Retirement Annuity.

            (c)   "Distributee" shall mean an Employee or former Employee.
      In addition, the Employee's or former Employee's surviving spouse and
      the Employee's or former Employee's spouse or former spouse who is
      the alternate payee under a qualified domestic relations order, as
      defined in Section 414(p) of the Code, are Distributees with regard
      to the interest of the spouse or former spouse.

            (d)   "Direct Rollover" shall mean a payment by the Plan to the
      Eligible Retirement Plan specified by the Distributee.


<PAGE>  44


                                ARTICLE VIII

                          TRUST FUND AND INVESTMENT

      8.1   TRUST FUND: All contributions under this Plan shall be paid to
the Trustee and deposited in the Trust Fund. However, all contributions
made by the Employer are expressly conditioned upon the initial and
continued qualification of the Plan under the Internal Revenue Code,
including any amendments to the Plan, and upon the deductibility under
Section 4040 of the Internal Revenue Code of contributions made to provide
Plan benefits. Upon the Employer's request, a contribution which was made
by a mistake of fact, or conditioned upon qualification of the Plan or any
amendment thereof or upon the deductibility of the contribution under
Section 404 of the Internal Revenue Code of 1986, shall be returned to the
Employer within one (1) year after payment of the contribution, the denial
of the qualification or the disallowance of the deduction (to the extent
disallowed), whichever is applicable.

      Except as provided above, all assets of the Trust Fund, including
investment Income, shall be retained for the exclusive benefit of
Participants, Former Participants and Beneficiaries and shall be used to
pay benefits to such persons or to pay administrative expenses of the Plan
and Trust Fund to the extent not paid by the Employer and shall not revert
to or inure to the benefits of the Employers.

      8.2   INVESTMENT OF THE TRUST FUND: The Trustee shall invest the
Trust Fund primarily in Employer Stock. The Administrator may direct the
Trust to incur debt from time to time to finance the acquisition of
Employer Stock by the Trust Fund. The Trustee may also invest the Trust
Fund in other prudent investments which are permissible investments for
insurance companies in the State of New York.


<PAGE>  45


      8.3   LOANS:

      (a)   The Administrator may direct the Trustees to incur a loan on
behalf of the Trust in a manner and under conditions which will cause the
loan to be an "exempt loan" within the meaning of Section 4975(d)(2) of the
Code and regulations thereunder. A loan shall be used primarily for the
benefit of Plan Participants and their Beneficiaries. The proceeds of each
such loan shall be used, within a reasonable time after the loan is
obtained, only to purchase Employer Stock, to repay the loan or to repay
any prior loan. Any such loan shall provide for a reasonable rate of
interest, an ascertainable period of maturity and shall be without recourse
against he Plan. Any such loan shall be secured solely by shares of
Employer Stock acquired with the proceeds of the loan and shares of such
stock that were used as collateral on a prior loan which was repaid with
the proceeds of the current loan. Such stock pledged as collateral shall be
placed in a Suspense Account and released pursuant to part (b) below as the
loan is repaid. Employer Stock released form the Suspense Account shall be
allocated in the manner described in Section 6.3. No person entitled to
payment under a loan made pursuant to this Section shall have recourse
against any Trust fund assets other than the stock used as collateral for
the loan, Employer contributions of cash that are available to meet
obligations under the loan and earnings attributable to such collateral and
the investment of such contributions. Participating Employer contributions
made with respect to any Plan Year during which the loan remains unpaid,
and earnings on such contributions, shall be deemed available to meet
obligations under the loan, unless otherwise provided by the Employer at
the time such contributions made.

      (b)   Any pledge of stock as collateral under this Section shall
provide for the release of shares so pledged upon the payment of any
portion of the loan.


<PAGE>  46


Shares so pledged shall be released in the proportion that the principal
and interest, paid on the loan for the Plan Year bears to the aggregate
principal and interest, paid for the current Plan Year and each Plan Year
thereafter, as provided in Treasury Regulation 54.4975-7(b)(8).

      (c)   Payments of principal and interest on any loan under this
Section shall be made by the Trustees at the direction of the Administrator
solely from: (i) Employer contributions available to meet obligations under
the loan, (ii) earnings from the investment of such contributions, (iii)
earnings attributable to stock pledged as collateral for the loan, (iv) the
proceeds of a subsequent loan made to repay the loan, and (v) the proceeds
of the sale of any stock pledged as collateral for the loan. The
contributions and earnings available to pay the loan must be accounted for
separately by the Administrator until the loan is repaid.

      (d)   Subject to the limitations in Section 6.7 on annual additions
to a Participant's Account, assets released from a Suspense Account by
reason of payment made on a loan shall be allocated immediately upon such
payment to the accounts of all Participants who then would be entitled to
an allocation of contributions if such payment had been made on the last
day of the Plan Year.

      8.4   DIVERSIFICATION. Any Plan Participant who has attained age
fifty-five (55) and completed ten (10) years of Plan participation shall
have the right to make an election to direct the Plan as to investment of
his account. Such a Participant may elect within ninety (90) days after the
close of each Plan Year in the qualified election period (as defined in
Section 401(a)(28) of the Code) to diversify twenty-five percent (25%) of
his account, less any amount to which a prior election applies. In the case
of the last year to which an election applies, fifty percent (50%) shall be
substituted for twenty-five percent (25%).


<PAGE>  47


      The Plan shall meet the requirements of Section 401(a)(28) by either
(i) offering at least three (3) investment options selected by the Trustees
to apply to all applicable Participants on a uniform nondiscriminatory
basis or (ii) the portion of the participant's account covered by the
election under clause (i) of Section 401(a)(28) of the Code is distributed
within ninety (90) days after the period during which the election is made.


<PAGE>  48


                                 ARTICLE IX

                               ADMINISTRATION

      9.1   ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND
TRUST ADMINISTRATION: The Fiduciaries shall have only those specific
powers, duties, responsibilities and obligations as are specifically given
them under this Plan or the Trust. The Employer shall have the sole
responsibility for making the contributions provided for under Section 4.1,
and shall have the sole authority to appoint and remove the Trustees and
members of the Administrator, and to amend or terminate, in whole or in
part, this Plan or the Trust. The Employer shall have the final
responsibility for administration of the Plan, which responsibility is
specifically described in this Plan and the Trust. The Administrator shall
have the specific delegated powers and duties described in the further
provisions of this ARTICLE IX, and such further powers and duties as
hereinafter may be delegated to it by the Employer. The Trustees shall have
the sole responsibility for the administration of the Trust and the
management of the assets held under the Trust, all as specifically provided
in the Trust. Each Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with
the provisions of the Plan or Trust, as the case may be, authorizing or
providing for such direction, information or action. Furthermore, each
Fiduciary may rely upon any such direction, information or action of
another Fiduciary as being proper under this Plan or the Trust, and is not
required under this Plan or the Trust to inquire into the propriety of any
such direction, information or action. It is intended under this Plan and
the Trust that each Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under this Plan
and the Trust and shall not


<PAGE>  49


be responsible for any act or failure to act of another Fiduciary. No
Fiduciary guarantees the Trust Fund in any manner against investment loss
or depreciation in asset value.

      9.2   APPOINTMENT OF ADMINISTRATOR: A Administrator consisting of at
least three persons shall be appointed by and serve at the pleasure of the
Board of Directors of the Employer to the Plan. All usual and reasonable
expenses of the Administrator may be paid in whole or in part by the
Employer, and any expenses not paid by the Employer shall be paid by the
Trustees out of the principal or income of the Trust Fund. Any members of
the Administrator who are Employees shall not receive compensation with
respect to their services for the Administrator.

      9.3   CLAIMS PROCEDURE: The Administrator shall make all
determinations as to the right of any person to a benefit. Any denial by
the Administrator of the claim for benefits under the Plan by a Participant
or Beneficiary shall be stated in writing by the Administrator and
delivered or mailed to the Participant or Beneficiary; and such notice
shall set forth the specific reasons for the denial, written to the best of
the Administrator's ability in a manner that may be understood with legal
or actuarial counsel. In addition, the Administrator shall afford a
reasonable opportunity to any Participant or Beneficiary whose claim for
benefits has been denied for a review of the decision denying the claim
and, in the event of continued disagreement, either may appeal to the
Employer, whose decision shall be final.

      9.4   RECORDS AND REPORTS: The Employer (or the Administrator, if so
designated by the Employer) shall exercise such authority and
responsibility as it deems appropriate in order to comply with ERISA and
governmental regulations issued thereunder relating to records of
Participant's service, account balances and the percentage of such account
balances which are nonforfeitable under the Plan; notification


<PAGE>  50


to Participants; annual registration with the Internal Revenue Service; and
annual reports to the Department of Labor.

      9.5   OTHER ADMINISTRATOR POWERS AND DUTIES: The Administrator shall
have such duties and powers as may be necessary to discharge its duties
hereunder, including, but not by way of limitation, the following:

            (a)   To construe and interpret the Plan, decide all questions
      of eligibility and determine the amount, manner and time of payment
      of any benefits hereunder;

            (b)   To prescribe procedures to be followed by Participants or
      Beneficiaries filing applications for benefits;

            (c)   To prepare and distribute, in such manner as the
      Administrator determines to be appropriate, information and
      explaining the Plan;

            (d)   To receive from the Employers and from Participants such
      information as shall be necessary for the proper administration of
      the Plan;

            (e)   To furnish the Employers, upon request, such annual
      reports with respect to the administration of the plan as are
      reasonable and appropriate;

            (f)   To receive, review and keep on file (as it deems
      convenient or proper) reports of the financial condition, and of the
      receipts and disbursements, of the Trust Fund from the Trustee;

            (g)   To appoint or employ individuals to assist in the
      administration of the Plan and any other agents it deems advisable,
      including legal and actuarial counsel.

      The Administrator shall have no power to add to, subtract from or
modify any of the terms of the Plan, or to change or add to any benefits
provided by the


<PAGE>  51


plan, or to waive or fail to apply any requirements of eligibility for a
benefit under the Plan.

      9.6   RULES AND DECISIONS: The Administrator may adopt such rules as
it deems necessary, desirable or appropriate. All rules and decisions of
the Administrator shall be uniformly and consistently applied to all
Participants in similar circumstances. When making a determination or
calculation, the Administrator shall be entitled to rely upon information
furnished by a Participant or Beneficiary, the Employer, the legal counsel
of the Employer, or the Trustee.

      9.7   ADMINISTRATOR PROCEDURES: The Administrator may act at a
meeting or in writing without a meeting. The Administrator shall elect one
of its members as chairman, appoint a secretary, who may or may not be a
Administrator member, and advise the Trustees of such actions in writing.
The secretary shall keep a record of all meetings and forward all necessary
communications to the Employers, or the Trustees. The Administrator may
adopt such by laws and regulations as it deems desirable for the conduct of
its affairs. All decisions of the Administrator shall be made by the vote
of the majority including actions in writing taken without a meeting.

      9.8   AUTHORIZATION OF BENEFIT PAYMENTS: The Administrator shall
issue directions to the Trustee concerning all benefits which are to be
paid from the Trust Fund pursuant to the provisions of the Plan, and
warrants that all such directions are in accordance with this Plan.

      9.9   APPLICATION AND FORMS FOR BENEFITS: The Administrator may
require a Participant or Beneficiary to complete and file with the
Administrator an application for a benefit and all other forms approved by
the Administrator, and to furnish all pertinent information requested by
the Administrator. The Administrator may rely upon all such information so
furnished it, including the Participant's or Beneficiary's current mailing
address.


<PAGE>  52


      9.10  FACILITY OF PAYMENT: Whenever, in the opinion of the Employer
and the Administrator, a person entitled to receive any payment of a
benefit or installment thereof hereunder is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial
affairs, the Trustee may be directed to make payments to such person or to
his legal representative or to a relative or friend of such person for his
benefit, or to apply the payment of the benefit of such period in such
manner as the Employer and the Administrator consider available. Any
payment of a benefit or installment thereof in accordance with the
provisions of this Section shall be a complete discharge of any liability
for the making of such payment under the provisions of the Plan.

      9.11  INDEMNIFICATION OF THE ADMINISTRATOR: The Administrator and the
individual members thereof shall be indemnified by the Employer and not
form the Trust Fund against any and all liabilities arising by reason of
any act or failure to act made in good faith pursuant to the provisions of
the Plan, including expenses reasonably incurred in the defense of any
claim relating thereto.

      9.12  INDEPENDENT APPRAISER: While the Employer Stock is or becomes
not readily tradable on an established securities market, then any
valuation required under this Plan will be conducted by an independent
appraiser (as defined in Section 401(a)(28) of the Code).


<PAGE>  53


                                  ARTICLE X

                                MISCELLANEOUS

      10.1  NON-GUARANTEE OF EMPLOYMENT: Nothing contained in this Plan
shall be construed as a contract of employment between the Employer and any
Employee, or as a right of any Employee to be continued in the employment
of an Employer, or as a limitation of the right of the Employer to
discharge any of its Employees, with or without cause.

      10.2  RIGHTS TO TRUST ASSETS: No Employee or Beneficiary shall have
any right to, or interest in, any assets of the Trust Fund upon termination
of his employment or otherwise, except as provided form time to time under
this Plan, and then only to the extent of the benefits payable under the
Plan to such Employee or Beneficiary out of the assets of the Trust Fund.
Al payments of benefits as provided for in this Plan shall be made solely
out of the assets of the Trust Fund and none of the Fiduciaries shall be
liable therefor in any manner.

      10.3  NON-FORFEITABILITY OF BENEFITS: Subject only to the specific
provisions of this Plan, nothing shall be deemed to divest a Participant of
his right to the nonforfeitable benefit to which he becomes entitled in
accordance with the provisions of this Plan.

      10.4  DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS: In the event of a
permanent discontinuance of contributions to the Plan by the Employer, the
accounts of all Participants shall, as of the date of such discontinuance,
become one hundred percent (100%) vested and nonforfeitable.


<PAGE>  54


                                 ARTICLE XI

                      AMENDMENTS AND ACTION BY EMPLOYER

      11.1  AMENDMENTS: Except as hereinafter provided, the Plan Sponsor
shall have the right to amend or modify the Plan and Trust at any time and
from time to time to any extent that it may deem advisable provided said
amendment is in writing. However, no amendment or modification shall:

            (a)   Increase the responsibilities of the Trustees without
      their written consent; or

            (b)   Deprive the Insurer of any protection, except as to the
      Contracts issued by it after receipt at its home office of notice of
      the terms of such amendment; or

            (c)   Reduce the vested percentage of a Participant's Accrued
      Benefit. If any amendment could directly or indirectly affect a
      Participant's vested interest, any Participant with at least three
      (3) Years of Service as of the expiration date of the Election Period
      described below may elect to have his nonforfeitable percentage
      computed under the Plan without regard to such amendment and
      restatement. Notwithstanding the foregoing, for Plan Years beginning
      before January 1, 1989, or with respect to Employees who fail to
      complete at least one (1) Hour of Service in a Plan Year preceding
      sentence. If a Participant fails to make such election, then such
      Participant shall be subject to the new vesting schedule. The
      Participant's election period shall commence on the adoption date of
      the amendment and shall end sixty (60) days after the latest of:


<PAGE>  55


                  (1)   The adoption date of the amendment,

                  (2)   The effective date of the amendment, or

                  (3)   The date the Participant receives written notice of
            the amendment from the Employer or Administrator.

      Except, however, any Employee who was a Participant as of the later
of the effective date or adoption date of this document and who completed
three (3) Years of Service shall be subject to the document vesting
schedule if any provided such schedule is more liberal than the new vesting
schedule. Notwithstanding the foregoing, for Plan Years beginning before
January 1, 1989, or with respect to Employees who fail to complete at least
one (1) Hour of Service in a Plan Year beginning after December 31, 1988,
five (5) shall be substituted for three (3) in the preceding sentence.

      For purposes hereof, the Plan shall be treated as having been amended
if the Plan provides for an automatic change in vesting due to a change in
top heavy status. The Participant's Election Period shall commence on the
adoption date of the amendment and shall end sixty (60) days after the
latest of:

            (1)   The adoption date of the amendment,

            (2)   The effective date of the amendment, or

            (3)   The date the Participant receives written notice of the
      amendments from the Plan Administrator.

      11.2  ACTION BY EMPLOYER: Any action by the Employer under this Plan
may be by resolution of its Board of Directors, or by any person or persons
duly authorized by resolution of said Board to take such action.


<PAGE>  56


                                 ARTICLE XII

               SUCCESSOR AND MERGER OR CONSOLIDATION OF PLANS

      12.1  SUCCESSOR: In the event of the dissolution, merger,
consolidation or reorganization of the Employer, provision may be made by
which the Plan and Trust will be continued by the successor; and, in that
event, such successor shall be substituted for the Employer under the Plan.
The substitution of the successor shall constitute an assumption of the
Plan liabilities by the successor and the successor shall have all of the
powers, duties and responsibilities of the Employer under the Plan.

      12.2  CONDITIONS APPLICABLE TO MERGERS OR CONSOLIDATION OF PLANS: In
the event of any merger or consolidation of the Plan with, or transfer in
whole or in part of the assets and liabilities of the Trust Fund to another
trust fund held under, any other plan of deferred compensation maintained
or to be established for the benefit of all or some of the Participants of
this Plan, the assets of the Trust Fund applicable to such Participants
shall be merged or consolidated with or transferred to the other trust fund
only if:

            (a)   Each Participant would (if either this Plan or the other
      plan then terminated) receive benefit immediately after the merger,
      consolidation or transfer which is equal to or greater than the
      benefit he would have been entitled to receive immediately before the
      merger, consolidation or transfer (if this Plan had then terminated);

            (b)   Resolutions of the Board of Directors of the Employer
      under this Plan, or of any new or successor Employer of the affected
      Participants, shall authorize such transfer of assets; and in the
      case of the new or successor employer of


<PAGE>  57


      the affected Participants, its resolution shall include an assumption
      of liabilities with respect to such Participants inclusion in the new
      employer's plan, and

            (c)   Such other plan and trust are qualified under Sections
      401(a) and 501(a) of the Internal Revenue Code.


<PAGE>  58


                                ARTICLE XIII

                              PLAN TERMINATIONS

      13.1  RIGHT TO TERMINATE: In accordance with the procedures set forth
in this ARTICLE, the Employer may terminate the Plan at any time. In the
event of the dissolution, merger, consolidation or reorganization of the
Employer, the Plan shall terminate and the Trust Fund shall be liquidated
unless the Plan is continue by a successor to the Employer in accordance
with Section 12.1.

      13.2  PARTIAL TERMINATION: Upon termination of the Plan by the
Employer with respect to a group of Participants, the Trustees shall, in
accordance with the directions of the Administrator, allocate and segregate
for the benefit of the Employees then or theretofore employed by the
Employer with respect to which the Plan is being terminated the
proportionate interests of such Participants in the Trust Fund. The funds
so allocated and segregated shall be used by the Trustee to pay benefits to
or on behalf of Participants in accordance with Section 13.3.

      13.3  LIQUIDATION OF THE TRUST FUND: Upon partial or total
termination of the Plan, the accounts of all Participant affected thereby
shall be come fully vested, and the Administrator may direct the Trustees:
(a) to continue to administer the Trust Fund and pay account balances in
accordance with Section 7.5, to Participants affected by the termination
upon their termination for employment or to their Beneficiaries upon such a
Participant's death, until the Trust Fund has been liquidated, or (b) to
distribute the assets remaining in the Trust Fund, after payment of any
expenses properly chargeable thereto, to Participants, Former Participants
and Beneficiaries in proprietor to their respective account balances.


<PAGE>  59


      In case the Administrator directs liquidation of the Trust Fund
pursuant to (a) above, the expense of administering the Plan and Trust, if
not paid by the Employer, shall be paid form the Trust Fund.

      13.4  MANNER OF DISTRIBUTION: To the extent that no discrimination in
value results, any distribution after termination of the Plan may be made,
in whole or in part, in cash, in securities or other assets in kind, or in
nontransferable annuity contracts, subject to the right of Participants to
demand Employer Stock relating to their Participant Stock Accounts. All
non-cash distributions shall be valued at fair market value at date of
distribution.


<PAGE>  60


                                 ARTICLE XIV

                            LEGAL CONSIDERATIONS

      14.1  This Agreement shall be construed under the laws of the State
of New York where it is made and under whose laws it shall be enforced.

      14.2  The Administrator is designated to receive any legal process at
the offices of the NBTY, INC., 90 Orville Drive, Bohemia, New York 11716.


<PAGE>  61


      IN WITNESS WHEREOF, the Employer has caused its Corporate Seal to be
hereunto affixed and this Agreement to be signed by its duly authorized
officers, and the Trustees have hereunto signed.

ATTEST:                                NBTY, INC.

/s/ Harvey Kamil                       By: /s/ Scott Rudolph
Corporate Secretary                    President


CORPORATE SEAL:

                                       /s/ Arthur Rudolph
                                       ARTHUR RUDOLPH, Trustee


<PAGE>  62



</TEXT>
</DOCUMENT>
