EXIGENT INTERNATIONAL INC
EXHIBIT 10.24
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.24
<TEXT>




                                                                   Exhibit 10.24

                           EXIGENT INTERNATIONAL, INC.
                      MONEY PURCHASE PENSION PLAN AND TRUST

                (Amended and Restated Effective January 1, 1999)


<PAGE>





                           EXIGENT INTERNATIONAL, INC.
                           MONEY PURCHASE PENSION PLAN
                (Amended and Restated Effective January 1, 1999)

                                    CONTENTS


<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                               <C>
ARTICLE 1.........................................................................................................5

   INTRODUCTION...................................................................................................5
     1.01    History of the Plan..................................................................................5
     1.02    Amended and Restated Plan............................................................................5
     1.03    Effective Dates......................................................................................5
     1.04    Accrued Benefits Under This Plan and Under Prior Plan................................................5
     1.05    Protected Benefits...................................................................................5
     1.06    Purpose..............................................................................................5

ARTICLE 2.........................................................................................................6

   DEFINITIONS....................................................................................................6

ARTICLE 3........................................................................................................15

   PARTICIPATION.................................................................................................15
     3.01    Participation.......................................................................................15
     3.02    Participation and Rehire............................................................................15
     3.03    Acquisitions........................................................................................16
     3.03    Not Contract for Employment.........................................................................16

ARTICLE 4........................................................................................................17

   CONTRIBUTIONS.................................................................................................17
     4.01    Employer Contribution...............................................................................17
     4.02    Form and Timing of Employer Contributions; Other Rules..............................................17
     4.03    Forfeitures.........................................................................................18

ARTICLE 5........................................................................................................19

   ACCOUNTS AND ALLOCATIONS......................................................................................19
     5.01    Value of Accounts as of Valuation Date..............................................................19
     5.02    Allocation of Adjustments...........................................................................19
     5.03    Plan Expenses.......................................................................................19
     5.04    Value of Account for Purposes of Distribution.......................................................19
     5.05    Errors..............................................................................................19
     5.06    Allocations Do Not Affect Vesting...................................................................20
     5.07    Investment Funds and Elections......................................................................20

ARTICLE 6........................................................................................................21

   RETIREMENT DATES AND BENEFITS.................................................................................21
     6.01    Retirement..........................................................................................21
     6.02    Permanent Disability................................................................................21
     6.03    Death...............................................................................................21
     6.04    Termination of Employment...........................................................................21
     6.05    Commencement of Distribution........................................................................22
     6.06    Disposition of Forfeitures..........................................................................23
     6.07    Distributions Pursuant to Qualified Domestic Relations Orders.......................................23
     6.08    Application for Benefits............................................................................23

ARTICLE 7........................................................................................................24

   DISTRIBUTIONS; DEATH BENEFITS.................................................................................24
     7.01    Automatic Forms of Payment..........................................................................24
     7.02    Optional Forms of Payment...........................................................................24
     7.03    Death Benefit.......................................................................................26
     7.04    Special Distribution Rules..........................................................................27
     7.05    Direct Rollovers....................................................................................29
<PAGE>

ARTICLE 8........................................................................................................30

   ADMINISTRATION OF THE PLAN....................................................................................30
     8.01    Named Fiduciary.....................................................................................30
     8.02    Board of Directors..................................................................................30
     8.03    Trustee.............................................................................................30
     8.04    Committee...........................................................................................30
     8.05    Standard of Fiduciary Duty..........................................................................28
     8.06    Claims Procedure....................................................................................29
     8.07    Indemnification of Committee........................................................................31

ARTICLE 9........................................................................................................32

   TRUST FUND AND TRUSTEE........................................................................................32

ARTICLE 10.......................................................................................................33

   AMENDMENT AND TERMINATION.....................................................................................33
     10.01     Right to Amend....................................................................................33
     10.02     Termination and Discontinuance of Contributions...................................................33

ARTICLE 11.......................................................................................................34

   MAXIMUM BENEFITS..............................................................................................34
     11.01     General Rule......................................................................................34
     11.02     Combined Plan Limitation..........................................................................35
     11.03     Definitions.......................................................................................35

ARTICLE 12.......................................................................................................38

   TOP HEAVY RULES...............................................................................................38
     12.01     Effective Date....................................................................................38
     12.02     Definitions.......................................................................................38
     12.03     Minimum Benefit...................................................................................39
     12.04     Combined Plan Limitation For Top Heavy Years......................................................40

ARTICLE 13.......................................................................................................41

   HIGHLY COMPENSATED EMPLOYEES..................................................................................41
     13.01     In General........................................................................................41
     13.02     Highly Compensated Employees......................................................................41
     13.03     Former Highly Compensated Employee................................................................41
     13.04     Definitions.......................................................................................41
     13.05     Other Methods Permissible.........................................................................43
<PAGE>

ARTICLE 14.......................................................................................................44

   MISCELLANEOUS.................................................................................................44
     14.01     Headings..........................................................................................44
     14.02     Action by Employer................................................................................44
     14.03     Spendthrift Clause................................................................................44
     14.04     Discrimination....................................................................................44
     14.05     Release...........................................................................................44
     14.06     Compliance with Applicable Laws...................................................................45
     14.07     Merger............................................................................................45
     14.08     Legally Incompetent...............................................................................45
     14.09     Location of Participant or Beneficiary Unknown....................................................45
     14.10     Governing Law.....................................................................................45
     14.11     Military Service..................................................................................46
     14.12     Authority to Establish Loan Program...............................................................46
     14.13     Eligibility for Loans.............................................................................46
     14.14     Loan Amount.......................................................................................46
     14.15     Maximum Number of Loans...........................................................................46
     14.16     Assignment of Account.............................................................................46
     14.17     Interest..........................................................................................47
     14.18     Term of Loan......................................................................................47
     14.19     Level Amortization................................................................................47
     14.20     Directed Investment...............................................................................47
     14.21     Other Requirements................................................................................48
     14.22     Distribution of Loan..............................................................................48
     14.23     Suspension of Loan Repayments During Military Service.............................................48

SCHEDULE A.......................................................................................................49

   AFFILIATED SPONSORS...........................................................................................49

</TABLE>


<PAGE>



                           EXIGENT INTERNATIONAL, INC.
                      MONEY PURCHASE PENSION PLAN AND TRUST
                (Amended and Restated Effective January 1, 1999)


                                    ARTICLE 1
                                  INTRODUCTION


1.01 History of the Plan.  Effective August 1, 1980, Software  Technology,  Inc.
     the  predecessor  employer  to,  and  a  current  subsidiary  of ,  Exigent
     International,  Inc. ("Employer") established the Software Technology, Inc.
     Money  Purchase  Pension  Plan  and  Trust  for  the  benefit  of  eligible
     employees.  The Plan was thereafter  amended and restated several times and
     was maintained as a plan meeting the  requirements  of Sections  401(a) and
     501(a) of the Internal Revenue Code of 1986, as amended (the "Prior Plan").

1.02       Amended and  Restated  Plan.  Except as otherwise  specified  herein,
           effective  January 1, 1999, the Prior Plan is continued in an amended
           and restated  form as set forth in its entirety in this  document for
           the  purpose  of  complying  with  the  provisions  of  the  Employee
           Retirement Income Security Act of 1974 and maintaining  qualification
           under  Sections  401(a) and 501(a) of the  Internal  Revenue  Code of
           1986, as amended.

1.03       Effective Dates.  Notwithstanding  the fact that the Plan was amended
           and restated  effective  January 1, 1999,  certain  provisions of the
           Plan shall have effective  dates prior to or after the Effective Date
           of the Plan's amendment and restatement.

1.04       Accrued  Benefits Under This Plan and Under Prior Plan.  Participants
           who earn an Hour of Service after the Effective Date shall be subject
           to the  provisions  of this  Plan.  All other  Participants  shall be
           subject to the terms and provisions of the Prior Plan.

1.05       Protected Benefits. The distribution of benefits for all Participants
           (whether employed by the Employer before or after the Effective Date)
           shall be governed by the provisions of this Plan. Nevertheless, early
           retirement benefits,  retirement-type subsidies, or optional forms of
           benefits   protected   under  Code  section   411(d)(6)   ("Protected
           Benefits")  shall  not be  reduced  or  eliminated  with  respect  to
           benefits accrued under such Protected  Benefits unless such reduction
           or elimination  is permitted  under the Code,  Treasury  Regulations,
           authority  issued  by  the  Internal  Revenue  Service,  or  judicial
           authority.

1.06       Purpose.  The  purpose of this Plan is to provide  the  benefits of a
           qualified  money purchase  pension plan for the exclusive  benefit of
           the  Participants  and their  Beneficiaries  and this  Plan  shall be
           administered and interpreted in accordance with such purpose.


<PAGE>


                                    ARTICLE 2
                                   DEFINITIONS


Certain  terms of this Plan have  defined  meanings  which are set forth in this
Article and which shall govern unless the context in which they are used clearly
indicates that some other meaning is intended.

"Account" shall mean the account  established and maintained by the Committee or
Trustee for each Participant or their  Beneficiaries to which shall be allocated
each Participant's  interest in the Fund. Each Account shall be comprised of the
sub-accounts described in Section 5.01.

"Act" or "ERISA"  shall mean  Public Law No.  93-406,  the  Employee  Retirement
Income Security Act of 1974, as the same may be amended from time to time.

"Adjustment" shall mean for any Valuation Date the aggregate earnings,  realized
or  unrealized  appreciation,  losses,  expenses,  and  realized  or  unrealized
depreciation  of the Fund since the  immediately  preceding  Valuation Date. The
determination of the valuation of assets and the adjustment shall be made by the
Trustee and shall be final and binding.

"Affiliate"  shall mean the Company and any  corporation  which is a member of a
controlled  group of  corporations  (as defined in Code  section  414(b))  which
includes the Company;  any trade or business  which is under common  control (as
defined in Code section 414(c)) with the Company;  any  organization  which is a
member of an affiliated  service group (as defined in Code section 414(m)) which
includes the Company;  and any other entity  required to be aggregated  with the
Company pursuant to regulations under Code section 414(o).

"Annuity  Starting  Date" shall mean the first day of the first period for which
an Account is payable as an annuity under  Articles 6 and 7, or in the case of a
benefit not payable in the form of an annuity, the first day on which all events
have occurred under Article 6 which entitle the Participant to such benefit. The
term "Annuity  Starting Date" shall be  interpreted  in accordance  with Section
417(f)(2) and the Treasury Regulations thereunder.

"Authorized  Leave of Absence"  shall mean any  temporary  layoff or any absence
authorized by the Employer under the  Employer's  standard  personnel  practices
provided that all persons under similar  circumstances  must be treated alike in
the granting of such Authorized  Leaves of Absence and provided further that the
Participant  returns  within the period of  authorized  absence.  If an Employee
fails to return to Employment upon cessation of an Authorized  Leave of Absence,
such Employee  will be deemed to have  incurred a Termination  Date on the first
day of such leave of absence.  An absence due to service in the Armed  Forces of
the United  States shall be  considered  an  Authorized  Leave of Absence to the
extent required by federal law. Absences subject to the Family Medical Leave Act
of 1993 shall be considered  Authorized Leaves of Absence to the extent required
under applicable law.

"Beneficiary"

(a)  Unmarried  Participant.  For  unmarried  Participants,  any  individual(s),
     trust(s),  estate(s),  partnership(s),  corporation(s)  or other  entity or
     entities  designated  by the  Participant  in  accordance  with  procedures
     established  by the  Committee  to receive  any  distribution  to which the
     Participant  is entitled  under the Plan in the event of the  Participant's
     death. The Committee may require certification by a Participant in any form
     it deems appropriate of the Participant's marital status prior to accepting
     or honoring any Beneficiary designation.  Any Beneficiary designation shall
     be  void  if the  Participant  revokes  the  designation  or  marries.  Any
     Beneficiary  designation  shall be void to the extent it conflicts with the
     terms of a "qualified domestic relations order," as defined in Code section
     414(p), a marital settlement agreement or a divorce decree.

     If an  unmarried  Participant  fails to designate a  Beneficiary  or if the
     designated Beneficiary fails to survive the Participant and the Participant
     has not designated a contingent  Beneficiary,  the Beneficiary shall be the
     Participant's  estate.  For purposes of the  foregoing  sentence,  the term
     "descendants" shall include any person's adopted by a Participant or by any
     of his descendants.
<PAGE>

(b)  Married  Participant.  A  married  Participant's  Beneficiary  shall be his
     Spouse at the time of his death  unless the  Participant  has  designated a
     specific non-spouse Beneficiary (or Beneficiaries) with the written consent
     of his Spouse given in the presence of a notary  public on a form  provided
     by the  Committee,  or unless the terms of a qualified  domestic  relations
     order require payment to a non-spouse Beneficiary.  A married Participant's
     designation of a non-spouse Beneficiary shall remain valid until revoked by
     the  Participant  or until the  Participant  marries  a Spouse  who has not
     consented to a designation in accordance with the preceding sentence.

     For  the  purposes  of  this  Section,   revocation  of  prior  Beneficiary
     designations  will occur when a Participant;  (i) files a subsequent  valid
     designation and spousal consent with the Committee,  or (ii) files a signed
     statement  with the  Committee  evidencing  his  intent to revoke any prior
     designations.

"Board"  shall mean the Board of Directors  of the  Employer or Company,  as the
case may be.

"Business  Day"  shall  mean  any day  except  Saturdays,  Sundays,  and any day
designated as a holiday by the Federal Government.

"Code" shall mean the Internal Revenue Code of 1986, as amended.  A reference to
a specific provision of the Code shall include such provision and any applicable
Treasury Regulation pertaining thereto.

"Committee"  shall mean the Committee  appointed by the Board under Article 8 to
administer the Plan. This term is interchangeable with "Plan Administrator."

"Company" shall mean Exigent International,  Inc. and its successors and assigns
which adopt this Plan.

"Compensation"

         (a)      Except  as  provided  herein,   Compensation  shall  mean  the
                  Participant's gross annual earnings from salary and wages, but
                  not commissions,  bonuses,  severance pay, taxable welfare and
                  fringe  benefit  plan  payments  or  reimbursements,  deferred
                  compensation,  and compensation  realized from the issuance or
                  exercise of equity based options or compensation. Compensation
                  shall  include  (or shall be  grossed up to  include)  pre-tax
                  contributions  or deferrals to the  Employer's  tax  qualified
                  401(k) plan and/or  Section 125 cafeteria  plan.  Compensation
                  shall not include wages  (including  both regular and overtime
                  premium  pay) for  hours  worked in excess of 2080 in the Plan
                  Year

         (b)      The annual  Compensation  of each employee  taken into account
                  under the Plan shall not exceed  $150,000,  as adjusted by the
                  Commissioner for increases in the cost of living in accordance
                  with Section  401(a)(17)(B)  of the Internal Revenue Code. The
                  cost-of-living  adjustment  in  effect  for  a  calendar  year
                  applies to any period,  not  exceeding  12 months,  over which
                  compensation is determined (determination period) beginning in
                  such calendar year.

"Credited  Service"  shall mean the number of years of service as an Employee of
Employer which shall be measured in accordance with the following rules:
<PAGE>

         (a)      An Employee  shall  receive  credit for all  Credited  Service
                  under the  terms of the Prior  Plan.  Any  Participant  in the
                  Prior Plan who is not an Employee on the Effective  Date shall
                  have his Credited  Service  determined  under the terms of the
                  Prior Plan.

         (b)      On and after the Effective Date, an Employee shall receive one
                  year of Credited Service for any consecutive twelve (12) month
                  period   beginning   with   the    Participant's    Employment
                  Commencement  Date and  successive  twelve (12) month  periods
                  thereafter ("Vesting Computation  Periods"),  during which the
                  Employee is credited with 1,000 or more Hours of Service.

         (c)      An Employee  shall not receive  any  Credited  Service for any
                  Vesting  Computation  Period if the Employee is credited  with
                  less  than  1,000  Hours  of  Service   during  such   Vesting
                  Computation Period.

         (d)      An Employee shall not receive Credited Service for any  period
                  of employment which precedes a Break in Service, if:

                      (i)  As  of  the  first  day  of the Break in Service, the
                           Employee was not entitled to a  vested  benefit under
                           the Plan; or

                      (ii) The  Employee  receives  a distribution of the vested
                           portion  of  his  Account  and  fails  to restore his
                           Account  within  the  periods  described  in  Section
                           6.06(c)

         (e)      For  purposes  of  determining  Credited  Service,  periods of
                  employment  with an Affiliate shall be deemed to be employment
                  with the Employer.

<PAGE>

"Disability  Retirement  Date" shall mean the first day of the month  coincident
with or  immediately  following  the  date  the  Committee  determines  that the
Participant is Permanently Disabled.

"Distribution"  shall  mean  payment by the  Trustee to or for the  benefit of a
Participant,  Beneficiary  or other  person  entitled to benefits as provided in
this Plan.

"Effective  Date"  shall mean  January 1, 1999,  unless  otherwise  specifically
noted.

"Eligible  Employee" shall mean any Employee  employed by the Company;  however,
the following Employees shall not be considered Eligible Employees:

         (a)      any  Employee  who is a  nonresident  alien  and who  does not
                  receive  earned  income  from the  Company  which  constitutes
                  income  from  sources  within the United  States  shall not be
                  considered an Eligible Employee;

         (b)      any  "leased  employee,"  within  the  meaning of Code Section
                  414(n)(2),  with  respect  to  the  Company  or any Affiliated
                  Company;

         (c)      any leased employee, regardless of whether such employee meets
                 the definition of leased employee in Code Section 414(n)(2); or

         (d)      any person who is classified by the Employer as an independent
                  contractor  for  purposes  of   withholding   and  payment  of
                  employment  taxes,  even if such  person is later  determined,
                  whether  by the  Employer  or  otherwise,  to be a common  law
                  Employee of the Employer.

"Employee"  shall mean any person employed by or on Authorized  Leave of Absence
from the Company or an Affiliate  which adopts this Plan and any person who is a
"leased  employee" within the meaning of Code section  414(n)(2) with respect to
the Company or Affiliate.  However,  if such "leased employees"  constitute less
than 20 percent of the Company's and Affiliate's combined non-highly compensated
work force,  within the meaning of Code section  414(n)(5),  the term "Employee"
shall not include "leased employees" covered by a plan described in Code section
414(n)(5).  "Leased  Employee"  shall mean any person (other than an Employee of
the  Employer)  who pursuant to an agreement  between the Employer and any other
person ("leasing  organization") has performed services for the Employer (or for
the Employer 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
year, and for Plan Years  beginning  after December 31, 1996,  such services are
performed under the primary direction or control by the Employer.

"Employer"  shall mean the Company  and any  Affiliate  which  adopts this Plan.
Affiliates that have adopted the Plan are listed in Appendix A.

"Employer  Contribution" shall mean contributions made by the Employer on behalf
of Participants in accordance with Section 4.01.

"Employer  Contribution Account" shall mean the portion of a Participant's total
Account attributable to Employer  Contributions and the total of the Adjustments
attributable to such Employer Contributions.
<PAGE>

"Employment" shall mean active service of an Employee with the Employer.


"Employment  Commencement  Date"  shall  mean the date on which the  Participant
first  performs an Hour of Service for the Employer as defined in  Department of
Labor Regulations.

"Entry Date" shall mean every day that the Company is open for  business  during
each Plan Year.

"Fiduciary"  shall mean any party named as a Fiduciary in Article 8 of the Plan.
Any party shall be  considered a Fiduciary of the Plan only to the extent of the
powers and duties specifically allocated to such party and actually exercised by
such party under the Plan.

Forfeiture  shall  mean that  portion  of a  Participant's  Account  that is not
vested, and occurs on the earlier of:

         (a)    The distribution of the entire vested portion of a Participant's
                Account; or

         (b)    The last day of the Plan  Year in  which the  Participant incurs
                five consecutive One-Year Breaks in Service.

For purposes of (a) above, in the case of a Separated  Participant  whose vested
interest in his Participant's  Account is zero, such Separated Participant shall
be  deemed  to have  received  a  distribution  of his  vested  interest  in his
Participant's   account(s)  upon  the  effective  date  of  his  termination  of
employment.


"Fund"  shall mean the money and other  property  held and  administered  by the
Trustee in accordance with the Plan and Trust Agreement.  See also definition of
"Trust." If the Committee so directs,  multiple  Trust Funds may be  established
under this Plan, which together shall compromise the Fund hereunder.

"Highly Compensated Employee" shall have the meaning defined in Article 13.

"Hour of Service" shall mean:


(a)  Each hour for which an  Employee  is paid,  or  entitled  to  payment,  for
     performance of duties for an Employer or is on Authorized Leave of Absence.
<PAGE>

(b)  Each hour for which an  Employee is paid,  or  entitled  to payment,  by an
     Employer,  on  account  of a period  of time  during  which no  duties  are
     performed   (irrespective   of  whether  the  employment   relationship  is
     terminated) due to vacation,  holiday,  illness,  incapacity,  layoff, jury
     duty, military duty, or leave of absence;  provided that in no event, shall
     an  Employee  receive  credit  for more than 501 Hours of  Service  for any
     single continuous period of non-working time.

(c)  Each hour for which an  Employee  is absent from work by reason of: (i) the
     pregnancy of the Employee, (ii) the birth of a child of the Employee, (iii)
     the placement of a child with the Employee in connection  with the adoption
     of the child by the  Employee,  or (iv)  caring for a child  referred to in
     paragraphs  (i) through  (iii)  immediately  following  birth or placement.
     Hours credited under this paragraph  shall be credited at the rate of eight
     (8) hours per day,  but shall not, in the  aggregate,  exceed the number of
     hours  required to prevent the Employee from  incurring a One-Year Break in
     Service (a maximum of 501  hours)  during the first  computation  period in
     which a One-Year Break in Service would otherwise occur, provided, however,
     that this rule shall  apply only  during the Plan Year in which the absence
     from work begins and the  immediately  following Plan Year.  This paragraph
     (c) shall apply only to Participants  who begin their absence from work for
     a reason specified in this paragraph (c) on or after the Effective Date.

(d)  Each hour for which back pay,  irrespective  of mitigation  of damages,  is
     either  awarded or agreed to by an Employer.  These hours shall be credited
     to the Employee for the computation  period or period to which the award or
     agreement pertains,  rather than the computation period in which the award,
     agreement, or payment is made.

(e)  In lieu of the foregoing,  an Employee who is not  compensated on an hourly
     basis (such as salary, commission or piecework employees) shall be credited
     with 45 Hours of  Service  for each week (or 10 Hours of  Service  for each
     day) in which  such  Employee  would be  credited  with Hours of Service in
     hourly pay.  However,  this method of computing Hours of Service may not be
     used for any Employee  whose Hours of Service is required to be counted and
     recorded by any Federal law, such as the Fair Labor Standards Act. Any such
     method must yield an  equivalency  of at least 1,000 hours per  computation
     period.

The following rules shall apply in determining  whether an Employee completes an
"Hour of Service":

(a)  The same hours shall not be credited  under  subparagraphs  (a), (b) or (c)
     above, as the case may be, and  subparagraph  (d) above, nor shall the same
     hours credited under  subparagraphs (a) through (d) above be credited under
     subparagraph (e) above.

(b)  The rules relating to  determining  hours of service for reasons other than
     the  performance of duties and for crediting hours of service to particular
     periods of  employment  shall be those rules stated in  Department of Labor
     regulations  Title 29,  Chapter  XXV,  subchapter  C, part  2530,  Sections
     200b2(b) and 200b2(c), respectively.
<PAGE>

"Normal Retirement Age" shall mean the date a Participant attains age 55.

"Normal  Retirement Date" shall mean the date that a Participant  reaches Normal
Retirement Age.

"One-Year  Break in  Service"  shall  mean any  Plan  Year in which an  Employee
accrues 500 or fewer Hours of  Service.  An Employee  shall not incur a One-Year
Break in  Service  for the Plan Year in which he  becomes a  Participant,  dies,
retires or suffers a Permanent Disability.  Furthermore,  solely for the purpose
of determining  whether a Participant  has incurred a One-Year Break in Service,
Hours of Service  shall be  recognized  for  Authorized  Leaves of  Absence  and
"maternity or paternity  leaves of absence."  For this purpose,  a "maternity or
paternity  leave of absence"  shall mean an absence  from work for any period by
reason of the Employee's pregnancy,  birth of the Employee's child, placement of
a child with the Employee in connection  with the adoption of such child, or any
absence  for the  purpose  of caring  for such  child  for a period  immediately
following such birth or placement.  For this purpose,  Hours of Service shall be
credited for the  computation  period in which the absence from work begins only
if credit  therefore  is  necessary  to prevent the  Employee  from  incurring a
One-Year  Break in Service and, in any case in which the  Committee is unable to
determine the hours normally credited in a computation  period,  eight (8) Hours
of Service  per day.  The total Hours of Service  required to be credited  for a
"maternity or paternity leave of absence" shall not exceed 501.

"Participant"  shall mean an Employee who becomes eligible to participate in the
Plan as provided in Article 3.

"Permanent   Disability"  shall  mean  a  physical  or  mental  condition  of  a
Participant  resulting from bodily  injury,  disease,  or mental  disorder which
entitles the Participant to benefits under the Employer's  long-term  disability
plan.

"Permissive  Aggregation  Group"  shall have that  meaning as defined in Section
12.02.

"Plan" shall mean the Exigent International, Inc. Money Purchase Pension Plan as
set forth in this document, together with any subsequent amendments hereto.

"Plan  Administrator" or "Administrator"  shall mean the Committee  appointed by
the Board  pursuant to Article 8 to administer  the Plan.  All references in the
Plan to the  Administrator  shall be deemed to apply to the  Committee  and vice
versa. The Committee so appointed is hereby designated as the "Administrator" of
the Plan within the meaning of Section 3(l6) of ERISA.

"Plan Year" shall mean the calendar year.

"Postponed  Retirement Date" shall mean a date following a Participant's  Normal
Retirement Date on which he actually terminates his Employment.

"Pre-Retirement  Survivor Annuity" shall have that meaning as defined in Section
7.03.

"Prior Plan" shall have that meaning as defined in Section 1.01.
<PAGE>

"Protected Benefits" shall have that meaning as defined in Section 1.05.

"Qualified," as used in "qualified plan" or "qualified  trust" shall mean a plan
and trust  which are  entitled  to the tax  benefits  provided  respectively  by
Sections 40l and 50l of the Code, and related provisions of the Code.

"Retirement"  shall mean the  Termination  of Employment of a Participant on his
Normal or Postponed Retirement Date.

"Required  Aggregation  Group"  shall  have that  meaning  as defined in Section
12.02.

"Required Beginning Date" shall have that meaning as defined in Section 7.05.

"Separated Participant" shall have the meaning defined in Section 3.02(a).

"Spouse" shall mean the person who was married to the Participant (in a civil or
religious ceremony recognized under the laws of the state where the marriage was
contracted)  immediately  prior to the date on which payments to the Participant
from the Plan  begin.  If the  Participant  dies  prior to the  commencement  of
benefits, Spouse shall mean a person who is married to a Participant (as defined
in the immediately preceding sentence) on the date of the Participant's death. A
Participant shall not be considered married to another person as a result of any
common law  marriage  whether or not such common law marriage is  recognized  by
applicable state law.

"Termination  of  Employment"  shall  mean  that an  Employee  has  ceased to be
employed by the Employer for any of the following reasons:

           (a)    Voluntary resignation from service of the Employer; or

           (b)    Discharge from the service of the Employer by the Employer; or

           (c)    Retirement; or

           (d)    Death; or

           (e)    Permanent Disability;

Notwithstanding the foregoing, an Employee who ceases to be actively employed by
reason of an  Authorized  Leave of Absence  shall not be  considered as having a
Termination of Employment.
<PAGE>

"Treasury  Regulation" means  regulations  pertaining to certain Sections of the
Code as issued by the Secretary of the Treasury.

"Trust" or "Trust Agreement" shall refer to the Fund established pursuant to one
or more  agreements  of trust  entered into between the Employer and one or more
trustees (sometimes  referred to as sub-trusts),  which governs the creation and
maintenance of the Fund, and all amendments thereto which may hereafter be made.
It is expressly intended that (if the Committee so directs) multiple  sub-trusts
may be established under this Plan, which together shall comprise the Trust Fund
hereunder  and that all of the  sub-trusts  shall be  considered  to be a single
trust fund for purposes of Section 1.414(1)-1(b)(1) of the Treasury Regulations.

"Trustee"  shall mean any  institution  or  individual(s)  who shall  accept the
appointment of the Committee to serve as Trustee under the Trust Agreement.

"Valuation  Date" shall mean each  Business  Day of the Plan Year for which Plan
assets are traded on a national  exchange,  or such other day as selected by the
Committee.

"Year of Service"  shall mean a Plan Year  during  which an Employee is credited
with at least 1000 Hours of Service  by an  Employer.  Service  from the date on
which the  Employee  first  performs  an Hour of  Service  shall be  counted  in
computing Years of Service for vesting purposes.

"Defined Terms" a defined term, such as  "Retirement,"  will normally govern the
definitions  of  derivatives  therefrom,  such as  "Retire,"  even  though  such
derivatives  are not  specifically  defined  and  even  if  they  are or are not
initially capitalized.  The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender,  unless the context clearly  indicates
to the contrary. Singular and plural nouns and pronouns shall be interchangeable
as the  factual  context  may allow or require.  The words  "hereof,"  "herein,"
"hereunder" and other similar  compounds of the word "here" shall mean and refer
to the entire Plan and not to any particular provision or Section.


<PAGE>


                                    ARTICLE 3
                                  PARTICIPATION


3.01       Participation.

           (a)      Participation in Prior Plan. An Eligible  Employee who was a
                    Participant  in the  Prior  Plan  on the day  preceding  the
                    Effective  Date shall continue as a Participant in this Plan
                    on  the  Effective  Date,  provided  he is  employed  on the
                    Effective Date.

           (b)      Participation  on or After  Effective Date. On and after the
                    Effective Date, an Eligible Employee who is not described in
                    subsection (a) above shall become a Participant on the first
                    Entry Date  coincident  with or next  following  the date he
                    attains age 21 and  completes  one (1) hour of service  with
                    the Employer.

           (c)      Enrollment.  An Eligible  Employee  who becomes  eligible to
                    participate  in this Plan  will be asked to  follow  certain
                    procedures  to enroll in the Plan,  and pursuant to which he
                    will   designate   Beneficiaries.   However,   an   Eligible
                    Employee's participation in the Plan shall not be contingent
                    upon completion of such enrollment process.

3.02       Participation and Rehire.

           (a)      Status as a Participant.  A Participant's  participation  in
                    the  Plan  shall  continue  until  the   Participant  has  a
                    Termination  of Employment.  On or after his  Termination of
                    Employment,  the Participant  shall be known as a "Separated
                    Participant"  and his benefits shall  thereafter be governed
                    by the  provisions  of  Articles  6 and 7. The  individual's
                    status as a Separated Participant shall cease as of the date
                    the individual ceases to have any balance in his Account. If
                    a Participant ceases to be an Eligible Employee but does not
                    have a  Termination  of  Employment,  then such person shall
                    continue  to be known as a  "Participant"  but  shall not be
                    eligible to receive Employer Contributions.
(b)                 Rehire of  Individual  who was a  Participant.  An  Eligible
                    Employee  who  was  a   Participant   at  the  time  of  his
                    Termination of Employment and who is subsequently rehired by
                    the Employer shall be eligible to immediately participate in
                    the Plan as of his rehire.

           (c)      Reinstatement  Upon  Rehire.  If any  Separated  Participant
                    shall be re-employed by the Employer  before  incurring five
                    (5) consecutive  One-Year  Breaks in Service,  the forfeited
                    portion of his  Participant's  Account  shall be  reinstated
                    only if he repays the full amount  distributed  to him prior
                    to the fifth (5th) anniversary of his date of re-employment.
                    In the event the Separated  Participant  does repay the full
                    amount  previously  distributed  to him,  the  undistributed
                    portion of his  Participant's  Account  shall be restored in
                    full, unadjusted by any gains or losses occurring subsequent
                    to the distribution of his Account.  Reinstatements shall be
                    made from Forfeitures and Employer Contributions.

           (d)      Crediting Years of Service. If any Separated  Participant is
                    re-employed  after a One-Year Break in Service has occurred,
                    Years of Service shall include Year of Service prior to such
                    One-Year Break in Service under the following rules:
<PAGE>

(1)                        Except as provided below, Years of Service before and
                           after  One-Year  Break in Service shall be recognized
                           for   vesting    purposes   with   respect   to   the
                           Participant's  Account  balance  attributable to both
                           pre-break and post- break service.

(2)                        After  the  greater  of  (i)  five  (5)   consecutive
                           One-Year  Breaks  in  Service,  or (ii) a  number  of
                           One-Year  Breaks in  Service  equal to the  Separated
                           Participant's   pre-break   Years   of   Service,   a
                           re-employed  Participant's  vesting  attributable  to
                           post-break Years of Service shall not be increased as
                           a result of  pre-break  Years of Service  pursuant to
                           Section 411(a)(6)(D)(I) of the Code.

(3)                        After  five  (5)   consecutive   One-Year  Breaks  in
                           Service,  a  re-employed  Participant's  vesting with
                           respect  to  his  Account  balance   attributable  to
                           pre-break  service shall not be increased as a result
                           of post-break service.

3.03       Acquisitions

           If a group of persons becomes  employed by an Employer (or any of its
           subsidiaries  or divisions) as a result of an  acquisition of another
           employer,  the Committee shall  determine  whether and to what extent
           employment  with such prior  employer shall be treated as eligibility
           service for purposes of Section 3.01, the  applicable  Entry Date (or
           special entry date) for such acquired employees,  and any other terms
           and  conditions  which apply to  eligibility  to  participate in this
           Plan.  Such terms and conditions  shall be set forth in Schedule A or
           Schedule B to this Plan by action of the Committee.

3.04       Not Contract for Employment.

           Participation in the Plan shall not give any Employee the right to be
           retained  in the  Employer's  employ,  nor shall any  Employee,  upon
           dismissal from or voluntary  termination of his employment,  have any
           right or interest in the Fund, except as herein provided.


<PAGE>


                                    ARTICLE 4
                                  CONTRIBUTIONS


4.01       Employer Contribution.

           (a)      For each Plan Year,  the Employer  shall make a contribution
                    on behalf of each  Participant.  The amount of the  Employer
                    Contribution  shall be equal  to ten  percent  (10%) of such
                    Participant's   Compensation  during  such  Plan  Year.  For
                    purposes  of   computing   the  Employer   Contribution,   a
                    Participant's  Compensation  shall not include  Compensation
                    earned by the  Participant  prior to his entry into the Plan
                    in accordance with Section 3.01 above.

           (b)      The   Employer   Contribution   made  in   respect  of  each
                    Participant  shall be allocated on a quarterly  basis to the
                    Participant's Employer Contribution Account.

4.02       Form and Timing of Employer Contributions; Other Rules.

           (a)      Employer  Contributions shall be made in cash or in property
                    acceptable  to the  Trustee  valued at the  property's  fair
                    market  value on the date the  property is  delivered to the
                    Trustee.  It is the  intention  of the  Employer to fund the
                    Employer  Contribution on a quarterly basis; however, in any
                    event, such contributions  shall be delivered to the Trustee
                    on or before the date  prescribed by the Code for filing the
                    Employer's federal income tax return,  including  authorized
                    extensions.

           (b)      Except  as   provided   in  this   Section,   all   Employer
                    Contributions shall be irrevocable, shall never inure to the
                    benefit  of any  Employer,  shall be held for the  exclusive
                    purpose of  providing  benefits  to  Participants  and their
                    Beneficiaries  (and  contingently  for defraying  reasonable
                    expenses of  administering  the Plan), and shall be held and
                    distributed  by the Trustees  only in  accordance  with this
                    Plan.

           (c)      Upon an  Employer's  request and to the extent  permitted by
                    the  Code  and  other   applicable   laws  and   regulations
                    thereunder,  a  contribution  which was made by a mistake of
                    fact, or conditioned  upon the initial  qualification of the
                    Plan under Code section 401(a) or upon the  deductibility of
                    the  contribution  under  Section  404 of the Code  shall be
                    returned  to the  Employer  within  one (1) year  after  the
                    payment  of the  contribution,  the  denial  of  the  Plan's
                    initial qualification,  or the disallowance of the deduction
                    (to the extent disallowed) whichever is applicable.

4.03       Forfeitures.

           Prior to  January  1,  2000,  Forfeitures  shall be  allocated  as an
           additional  Employer  Contribution  in the Plan  Year in  which  such
           Forfeitures  occur.  Effective January 1, 2000,  Forfeitures shall be
           applied to reduce the  Employer  Contributions  required for the Plan
           Year in which the  Forfeiture  occurs or to restore  the  Accounts of
           Participants who repay their Plan Accounts in accordance with Section
           6.06. To the extent  Forfeitures are not used in such Plan Year, they
           shall be so applied in succeeding Plan Years.


<PAGE>


                                    ARTICLE 5
                            ACCOUNTS AND ALLOCATIONS


5.01       Value of Accounts as of Valuation Date.   As of  each Valuation Date,
           each Participant's Account shall equal:


(a)  his total  Account as  determined on the  immediately  preceding  Valuation
     Date, plus

(b)  his  Employer  Contributions  allocated  to his  Account (if any) since the
     immediately preceding Valuation Date, minus

(c)  his Distributions,  if any, since the immediately preceding Valuation Date,
     plus or minus

(d)  his allocable share of Adjustments.

5.02       Allocation of Adjustments.

           The  Adjustment  for each  Investment  Fund shall be calculated as of
           each Valuation Date. The Adjustment for a given Investment Fund shall
           be allocated to each Account  invested in such Investment Fund in the
           proportion  that each  Account  bears to the total of all Accounts in
           such  Investment  Fund.  Such  valuation  shall  occur  prior  to the
           allocation of Employer Contribution.  Alternately, the Adjustment may
           be  allocated  taking  into  account any other  method  deemed by the
           Committee  to  accurately  reflect the  investment  performance  of a
           Participant's  Account  provided  such method is applied on a uniform
           nondiscriminatory  basis and by taking into account all distributions
           since the prior Valuation Date.

5.03       Plan Expenses.

          The Committee may direct that  expenses  attributable  to general Plan
          administration  be allocated to the  Accounts of all  Participants  in
          proportion  to their  Account  balances.  Furthermore,  to the  extent
          permitted by ERISA, expenses attributable to a specific  Participant's
          Account may be charged to that Participant's Account.

5.04       Value of Account for Purposes of Distribution.

           For purposes of this Article 5, each  Participant's  Account shall be
           valued  as of the  date  of  the  Distribution  of the  Participant's
           Account.

5.05       Errors.

           Where  an  error  or  omission  is  discovered  in any  Participant's
           Account, the Committee shall make appropriate  corrective adjustments
           as of the end of the Plan  Year in which  the  error or  omission  is
           discovered.   If  it  is  not   practical   to   correct   the  error
           retroactively,  then the Committee shall take such action in its sole
           discretion as may be necessary to make such  corrective  adjustments,
           provided  that  any  such  actions  shall  treat  similarly  situated
           Participants  alike  and shall  not  discriminate  in favor of Highly
           Compensated Employees.

5.06       Allocations Do Not Affect Vesting.

           The fact that an  allocation  has been made shall not operate to vest
           in any Participant any right or interest in or to any specific assets
           of the Trust, except as herein provided.
<PAGE>

5.07       Investment Funds and Elections.

           (a)      Election of  Investment  Funds.  A  Participant  may direct,
                    following  such policies and  procedures  established by the
                    Committee,  which  shall  be  applied  in a  consistent  and
                    nondiscriminatory  manner,  to have his Account allocated or
                    reallocated  among the Investment  Funds or other investment
                    options provided under the Plan.

           (b)      Investment  Options.  The Company,  in consultation with the
                    Committee,  shall  select from time to time such  Investment
                    Funds or investment  options as are deemed prudent,  and the
                    Committee  shall  notify   affected   Participants  of  such
                    Investment  Funds and investment  options.  The Company,  in
                    consultation  with the  Committee  may modify,  eliminate or
                    select new Investment Funds or investment  options from time
                    to time  and  shall  notify  affected  Participants  of such
                    changes.

           (c)      Failure  to  Make  Investment  Election.  To  the  extent  a
                    Participant fails to direct the investment of his Account in
                    accordance with this Section,  the Committee and the Trustee
                    shall invest the  Participant's  Account in a prudent manner
                    in accordance with ERISA.





<PAGE>


                                    ARTICLE 6
                          RETIREMENT DATES AND BENEFITS


6.01       Retirement.

           (a)      Normal Retirement. A Participant who actually retires on his
                    Normal Retirement Date is entitled to request a distribution
                    from his Account balance  beginning in the form described in
                    Article 7. A Participant who has attained Normal  Retirement
                    Age shall become 100% vested in his Account.
(b)                 Postponed  Retirement.  Participants  postponing  retirement
                    beyond  their  Normal  Retirement  Date  generally  shall be
                    entitled  to a  distribution  from the  Plan  prior to their
                    actual  retirement  in the form of a lump sum  payment,  and
                    shall  continue to  participate  in the Plan.  To receive an
                    in-service  lump sum  payment,  a  Participant  must  obtain
                    spousal consent in the manner described in Section 7.02(b)

6.02       Permanent Disability.

           In the event of a Participant's Permanent Disability, the Participant
           shall become 100% vested in his Account.  Such  Participant  shall be
           entitled to receive a distribution  from his Account beginning on his
           Disability  Retirement  Date payable in the form described in Article
           7,  provided  the  Participant  requests  the  distribution,  and the
           Participant  obtains  spousal  consent  in the  manner  described  in
           Section 7.02(b).

6.03       Death.

           In the  event  of a  Participant's  death  while  employed  with  the
           Employer,  all amounts  credited to the  Participant's  Account as of
           such  Participant's  date of death  shall  become 100%  vested.  Such
           Account shall be distributed to the Participant's  Beneficiary on the
           date and in the form described in Section 7.03.

6.04       Termination of Employment.

           (a)      Upon a  Participant's  Termination  of  Employment  for  any
                    reason other than Retirement, Permanent Disability or death,
                    the Participant  shall be entitled to receive a distribution
                    of the vested  portion of his  Account.  That portion of the
                    Participant's  Account which is not vested upon  Termination
                    of  Employment  shall  be  subject  to  forfeiture  by  such
                    Participant in accordance with Section 6.06.

           (b)      The  vested  portion  of  any Participant's Account shall be
                    determined as follows:


                          Years of Credited Service
                          As of Date of Termination       Vested Percentage

                          Less than 2 Years                              0%
                          2 Years                                       20%
                          3 Years                                       60%
                          4 Years or More                              100%
<PAGE>

           (c)      Top-Heavy  Vesting  Schedule.    Because  of  the  foregoing
                    vesting   schedule,  a  Top-Heavy  vesting  schedule  is not
                    required.

           6.05     Commencement of Distribution.

           (a)      Under  the  following  circumstances,  the  Committee  shall
                    direct the Trustee to distribute  the  Participant's  vested
                    Account  regardless  of whether  the  Participant  or Spouse
                    requests such Distribution:

                          (i)    Small  Accounts.  If  a  Participant  incurs  a
                                 Termination  of  Employment   with  an  Account
                                 balance of $5,000 or less ($3,500 or less prior
                                 to  January  1,   1998),   benefits   shall  be
                                 distributed  in one lump sum no later  than the
                                 sixty  (60) days after the end of the Plan Year
                                 following  the Plan Year in which  occurred the
                                 Participant's    Termination   of   Employment.
                                 However,    if   the   Employer   rehires   the
                                 Participant  prior to the date of Distribution,
                                 no  Distribution   shall  be  made  under  this
                                 Section 6.05(a)(i).

                         (ii)    Attainment of Normal  Retirement  Date.  Unless
                                 otherwise   elected  by  the   Participant,   a
                                 Participant's   Account  which  exceeds  $5,000
                                 ($3,500  prior to  January  1,  1998)  shall be
                                 distributed within 60 days after the end of the
                                 Plan  Year   coincident   with  or  immediately
                                 following the  Participant's  attainment of his
                                 Normal   Retirement  Date,  or  if  later,  the
                                 Participant's Termination of Employment.

                        (iii)    Death  or  Disability  of  Participant.  If the
                                 Participant  dies or  experiences  a  Permanent
                                 Disability,  the Participant's Account shall be
                                 distributed  as provided  in Sections  6.02 and
                                 6.03, respectively.

                         (iv)    Attainment  of Age 70-1/2.  If the  Participant
                                 attains age 70-1/2 and distribution is required
                                 under Section 7.04, the  Participant's  Account
                                 shall  be   distributed  as  provided  in  such
                                 Section.

           (b)      The  Committee  may, in accordance  with policies  uniformly
                    applied,  require  written  application as a precondition to
                    the payment of benefits hereunder.

6.06       Disposition of Forfeitures.

           (a)      A  nonvested   Participant   who  incurs  a  Termination  of
                    Employment  shall be deemed to have  received  an  immediate
                    distribution  of his Account upon the effective  date of his
                    termination  of  employment,  and  shall  then  forfeit  the
                    non-vested portion of his Employer  Contribution Account. If
                    the  terminated  Participant  resumes  employment  with  the
                    Employer prior to incurring a One Break in Service, then the
                    Participant's  nonvested Account previously  forfeited shall
                    become  his  beginning   Account  on  the  date  he  resumes
                    participation in the Plan.

           (b)      Reinstatements  of previously  forfeited  Accounts  shall be
                    made  in  accordance   with  Section  4.03.  To  the  extent
                    Forfeitures are  insufficient  to restore the  Participant's
                    Account,  the Employer shall contribute an additional amount
                    to the Participant's Account.
<PAGE>

6.07       Distributions Pursuant to Qualified Domestic Relations Orders.

           Notwithstanding  anything to the  contrary in this Plan, a "qualified
           domestic  relations  order",  as defined in Code section 414(p),  may
           provide that any amount to be distributed  to an alternate  payee may
           be distributed, or commenced, immediately even though the Participant
           is not yet entitled to a  distribution  under the Plan. The intent of
           this  Section is to provide  for the  distribution  of benefits to an
           alternate    payee    as    permitted    by    Treasury    Regulation
           1.401(a)-13(g)(3).

6.08       Application for Benefits.

           The Committee may require a Participant  or  Beneficiary  to complete
           and file with the Committee certain forms as a condition precedent to
           the  payment  of  benefits.  The  Committee  may  rely  upon all such
           information given to it, including the Participant's  current mailing
           address.  It is the  responsibility  of  all  persons  interested  in
           distributions  from the Trust Fund to keep the Committee  informed of
           their current mailing addresses.


<PAGE>


                                    ARTICLE 7
                          DISTRIBUTIONS; DEATH BENEFITS


7.01       Automatic Forms of Payment.

           If a Participant does not have a Spouse on his Annuity Starting Date,
           the  Participant's  Account shall be payable as a Single Life Annuity
           defined below, unless the Participant  otherwise elects under Section
           7.02. If a Participant has a Spouse on his Annuity Starting Date, the
           Participant's  Account  shall be payable as a Joint and 50%  Survivor
           Annuity  (with the  Spouse  as the  designated  beneficiary)  defined
           below, unless the Participant (with spousal consent) otherwise elects
           under Section 7.02. For purposes of this Article 7:

           (a)      A "Single  Life  Annuity" is an annuity  purchased  with the
                    Participant's  Account  balance that provides  level monthly
                    payments during the  Participant's  lifetime,  with payments
                    ceasing upon the Participant's death; and

           (b)      A "Joint and 50% Survivor  Annuity" is an annuity  purchased
                    with the  Participant's  Account balance that provides level
                    monthly  payments to the  Participant for his life, and upon
                    the  Participant's  death, 50% of such monthly payment shall
                    be  payable  on  a  monthly   basis  to  the   Participant's
                    designated  Beneficiary  for  the  designated  Beneficiary's
                    life.  Payments  under the Joint  and 50%  Survivor  Annuity
                    shall cease on the later of the death of the  Participant or
                    the death of the Participant's designated Beneficiary.

7.02       Optional Forms of Payment.

(a)  Within 90 days of the Participant's  Annuity Starting Date, the Participant
     may elect to receive any of the following optional forms of payment in lieu
     of the automatic form of payment described in Section 7.02.

(i)  Lump  Sum  Payment.  A one time  payment  to the  Participant  equal to the
     Participant's Account balance.

(ii) Installment Payments. Payments over a period certain in monthly, quarterly,
     semiannual,  or annual  installments of substantially  equal amounts over a
     period not to exceed  the lesser of ten years or the joint life  expectancy
     of the Participant and his designated Beneficiary.

(iii)Joint  and  100%  Survivor   Annuity.   An  annuity   purchased   with  the
     Participant's  Account balance that provides level monthly  payments to the
     Participant for his life, and upon the  Participant's  death,  such monthly
     payments shall be payable to the Participant's designated  Beneficiary(ies)
     for life. Payments under the Joint and 100% Survivor Annuity shall cease on
     the later of the death of the Participant or the death of the Participant's
     designated Beneficiary(ies).
<PAGE>

(iv) Single Life Annuity. See Section 7.01(a).

(v)  Joint and 50% Survivor Annuity. See Section 7.01(b).

(vi) Minimum  Distribution.  If a  Participant  has  attained age 70 1/2, he may
     elect under  Section  7.04 the  minimum  distribution  required  under Code
     Section 401(a)(9)(A)(ii).

In   no event shall a Participant's Account be paid to him under an option which
     provides that the aggregate  payments to be made during his life expectancy
     will be less than one-half (1/2) of the value of his Account under the Plan
     calculated under the date the option is effective.

(b)  A married  Participant's  election to receive an  optional  form of payment
     shall be valid only if the  Participant's  Spouse  consents in writing on a
     form  provided by the  Committee in the presence of a Notary Public or Plan
     representative to the  Participant's  election.  In addition,  the Spouse's
     consent  must  acknowledge  the  effect of such  consent.  However,  if the
     Participant  establishes  to the  satisfaction  of the  Committee  that his
     Spouse's consent cannot be obtained  because he has no Spouse,  because his
     Spouse cannot be located,  or because of other  circumstances as determined
     by   applicable   Treasury   Regulations,   the  Committee  may  treat  the
     Participant's  election  as an  election  for  which  spousal  consent  was
     obtained.

(c)  A  Participant  may revoke his  election of an optional  form of payment or
     make a new election  (provided any required spousal consent is obtained) at
     any time prior to his Annuity Starting Date. Furthermore, the Participant's
     election  shall cease to be valid upon the marriage of the  Participant  or
     upon the  remarriage of the  Participant  following the death or divorce of
     the  Spouse  giving  the  consent  to the  Participant's  election.  If the
     Participant revokes his election or if such election otherwise ceases to be
     valid,  the  Participant's  Retirement  Income  shall be payable  under the
     applicable automatic form of payment described in Section 7.01.

(d)  Prior to the  Participant's  Annuity Starting Date, the Plan  Administrator
     shall  provide  an  election  form on which  the  Participant  may elect an
     optional  form of  benefit.  In  addition to the  election  form,  the Plan
     Administrator  shall provide each Participant a written  explanation of the
     applicable  automatic  form of payment  described  in Section  7.01 and the
     optional forms of payment  described in Section  7.02(a).  Such explanation
     should  describe  the  circumstances  under which a Joint and 50%  Survivor
     Annuity will be provided,  and an  explanation  of the financial  effect of
     electing  not to have such  form.  If a  Participant  makes a  request  for
     additional  information  that is  received  90 days  prior to the date that
     Retirement  Income  payments  are to  commence,  such  information  must be
     furnished within 30 days. The Participant will then be entitled to a 90-day
     period in which to make or change an election,  even if such 90-day  period
     extends beyond the  Participant's  Annuity Starting Date and, in such case,
     the Participant's  first payment shall be made after such election form has
     been received, on a retroactive basis, if necessary.
<PAGE>

     The  written  explanation   described  above  may  be  provided  after  the
     Participant's  Annuity Starting Date. The 90-day applicable election period
     to waive the  qualified  joint and  survivor  annuity  described in Section
     417(a)(6)(A) of the Code,  shall not end before the 30th day after the date
     on which such  explanation  is provided.  The Secretary may by  regulations
     limit the period of time by which the Annuity  Starting  Date  precedes the
     provisions  of the written  explanation  other than by  providing  that the
     Annuity Starting Date may not be earlier than the Participant's Termination
     of Employment.

     A Participant may elect (with any applicable  spousal consent) to waive any
     requirement  that the  written  explanation  be  provided  at least 30 days
     before  the  Participant's  Annuity  Starting  Date (or to waive the 30-day
     requirement)  if the  distribution  commences  more than 7 days  after such
     explanation is provided.

7.03       Death Benefit.

           (a)      If a married  Participant dies prior to his Annuity Starting
                    Date,  the  Participant's  Spouse  shall  be  entitled  to a
                    monthly   benefit  known  as  a   "Pre-Retirement   Survivor
                    Annuity." The Pre-Retirement  Survivor Annuity is an annuity
                    purchased with the applicable  portion of the  Participant's
                    Account (not less than 50%) which provides the Participant's
                    Spouse with level monthly payments  commencing within ninety
                    (90) days  after the  Participant's  death and ending on the
                    death of the  Spouse.  The  Surviving  Spouse  may  elect to
                    receive the Participant's  Account in the form of a lump sum
                    payment in lieu of a Pre-Retirement Survivor Annuity. If the
                    Participant  is  unmarried  on the  date of his  death,  his
                    Account shall be distributed to the  Beneficiary in a single
                    lump sum.

           (b)      If a married  Participant dies prior to his Annuity Starting
                    Date but after his  Termination of Employment,  no less than
                    50% of the Participant's Account shall be applied toward the
                    purchase of a Single Life Annuity for the Spouse's lifetime.
                    If such Participant is unmarried,  his Account shall be paid
                    to his  Beneficiary in a single lump sum. If the Participant
                    dies on or after his  Annuity  Starting  Date,  any  benefit
                    payable to the  Participant's  Spouse or Beneficiary will be
                    determined  pursuant  to the form of payment  elected by the
                    Participant and his Spouse, if applicable.

           (c)      If the Participant  dies prior to his Annuity Starting Date,
                    distribution of the  Participant's  Account shall be made as
                    soon as  administratively  feasible following receipt by the
                    Committee  of  satisfactory  evidence  of the  Participant's
                    death.

7.04       Special Distribution Rules.

(a)  Required Beginning Date. For Plan Years beginning prior to January 1, 1999,
     the  payment  of  retirement  income  commence  must  commence  by  April 1
     following  the calendar  year in which the  Participant  attains age 70-1/2
     (the "Required  Beginning Date").  However,  if a Participant  attained age
     70-1/2  prior to January 1, 1988 and is not a 5% owner of an  Employer  (as
     defined in Code section 401(a)(9) and the Treasury Regulations thereunder),
     such  Participant's  retirement income shall commence no later than April 1
     following the calendar year in which he terminates his Employment  with the
     Employer.   Notwithstanding  the  preceding  distribution  requirements,  a
     distribution  on behalf of any Participant may be made in accordance with a
     benefit payment  election  executed before January 1, 1984 in a manner that
     satisfies the requirements of the transitional rule of Section 242(b)(2) of
     the  Tax  Equity  and  Fiscal  Responsibility  Act of  1982.  Distributions
     pursuant to this section shall be made in the form required  under Sections
     7.01 and 7.02.
<PAGE>

     Effective  as of  January  1,  1999,  the  Required  Beginning  Date  for a
     Participant who is not a 5 Percent Owner is the April 1 following the later
     of the  calendar  year in which the  Participant  (i) attains age 70 1/2 or
     (ii) incurs a Termination of  Employment.  For any  Participant  who is a 5
     Percent  Owner,  the  Required  Beginning  Date shall be not later than the
     April 1 following the calendar year in which the Participant attains age 70
     1/2.

(b)  Required Distribution. The entire interest of each Participant in this Plan
     will be distributed,  beginning not later than the Required  Beginning Date
     described in paragraph (a) above, in the manner elected by the Participant.
     However,  if the  Participant  fails to elect a distribution  option by the
     Required  Beginning  Date,  the  Participant's   vested  interest  will  be
     distributed  consistent with Section 7.01(b) if the Participant is married.
     If the  Participant  is  not  married  and  fails  to  make  election,  the
     Participant's vested interest will be distributed as a lump sum.

(c)  Death After Required  Beginning  Date. If  distribution  of a Participant's
     interest  has begun in  accordance  with  paragraph  (b) above,  and if the
     Participant  dies before his entire  interest has been  distributed to him,
     then the remaining portion of such interest will be distributed at least as
     rapidly as under the method of distribution  being used under paragraph (b)
     as of the date of the Participant's death.

(d)  Death Before  Required  Beginning  Date. If a  Participant  dies before the
     Required  Beginning Date, the entire interest of the Participant's  must be
     distributed within five years after the death of the Participant unless

(i)  any portion of the Participant's  interest is payable to or for the benefit
     of his Beneficiary;

(ii) such  portion  will be  distributed  over the life of the Spouse (or over a
     period not extending beyond the life expectancy of the Beneficiary); and

(iii)such  distributions  begin  not later  than one year  after the date of the
     Participant's  death or such later date as may be  prescribed  in  Treasury
     Regulations.

     If the  conditions  stated in clauses (i), (ii) and (iii) are met, then the
     portion  referred to in clause (i) shall be treated as  distributed  on the
     date on which distributions begin. If the Beneficiary referred to in clause
     (i)  above is the  surviving  spouse of the  Participant,  then the date on
     which the  distributions  are  required to begin under  clause  (iii) above
     shall not be  earlier  than the date on which the  Participant  would  have
     attained age 70-1/2, and if the surviving Spouse dies before  distributions
     to such Spouse begin,  this paragraph  shall be applied as if the surviving
     Spouse were the Participant.

     The Participant's  Beneficiary may elect whether the  Participant's  entire
     interest will be distributed  within five years of the Participant's  death
     or  pursuant  to the  provisions  of  paragraphs  (i) - (iii)  above.  Such
     election  must be  made  within  the  time  limits  described  in  Treasury
     Regulation  ss.  1.401(a)(9)-1,  C-4.  If no  election  is  made,  the Plan
     Administrator  shall distribute the Participant's  entire interest pursuant
     to the provisions of paragraphs (i) - (iii) above.

(e)  Scope of Section.  To the extent that the  distribution  rules described in
     this Section provide a limitation upon distribution  rules stated elsewhere
     in this Plan,  the  distribution  rules stated in this  Section  shall take
     precedence over such  conflicting  rules.  However,  under no circumstances
     shall the rules  stated in this  Section be deemed to provide  distribution
     rights to Participants or their  Beneficiaries  which are more expansive or
     greater than the distribution rights stated elsewhere in this Plan.

(f)  For purposes of this Section 7.04, the life  expectancy of the  Participant
     and the  Participant's  Spouse shall not be  recomputed  once benefits have
     commenced under this Section.



<PAGE>



7.05     Direct Rollovers.

           (a)      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.

            (b)     Definitions.

                    Eligible   Rollover   Distribution.   An  Eligible  Rollover
                    Distribution  is 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  (i) 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 years or more; (ii) any distribution
                    to the extent such  distribution  is required  under Section
                    401(a)(9)  of  the  Code;  and  (iii)  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.

                    Eligible  Retirement Plan. An Eligible Retirement Plan is 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.

                    Distributee. A Distributee includes an Employee or Separated
                    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 an  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.

                    Direct Rollover.  A Direct Rollover is a payment by the Plan
                    to   the   Eligible  Retirement  Plan   specified   by   the
                    Distributee.


<PAGE>


                                    ARTICLE 8
                           ADMINISTRATION OF THE PLAN


8.01       Named Fiduciary.

           The following  parties are named as Fiduciaries of the Plan and shall
           have  the   authority  to  control  and  manage  the   operation  and
           administration of the Plan:

                   (a)     The Company;

                   (b)     The Board;

                   (c)     The Trustee;

                   (d)     The Committee.

           The  Fiduciaries  named  above  shall have only the powers and duties
           expressly  allocated  to them  under  the Plan and  Trust;  provided,
           however, that if a power or responsibility is not expressly allocated
           to a named fiduciary,  the power or  responsibility  shall be that of
           the  Company.   No  Fiduciary   shall  have  any  liability  for,  or
           responsibility  to inquire into,  the acts and omissions of any other
           Fiduciary   in  the   exercise   of  powers  or  the   discharge   of
           responsibilities  assigned to such other Fiduciary under this Plan or
           the Trust.

8.02       Board of Directors.

           The  Company,  acting  through  the  Board,  shall  have the power to
           appoint,  remove  and  replace  the  Trustee  and the  members of the
           Committee. The Company, acting through the Board, also shall have the
           power to amend from time to time,  freeze or terminate the Plan,  and
           to select,  monitor and modify the  Investment  Funds and  investment
           options  available to the  Participants  for self direction under the
           Plan.

8.03       Trustee.

           The Trustee shall  exercise all of the powers and duties  assigned to
           the  Trustee as set forth in the  Trust.  The  Trustee  shall have no
           other responsibilities with respect to the Plan.

8.04       Committee.

(a)  A Committee of one or more individuals  shall be appointed by the Board, or
     shall  be  elected  by the  Participants  in  accordance  with a  procedure
     established  by the Board from time to time. The Board shall have the right
     to remove any member of the Committee at any time, with or without cause. A
     Committee  member may resign at any time by written notice to the Committee
     and the Board.  If a vacancy in the  Committee  should  occur,  a successor
     shall be elected by the Board or in accordance with a procedure established
     by the Board from time to time. The Committee  shall by written notice keep
     the Trustee notified of current  membership of the Committee,  its officers
     and agents.  The Committee shall furnish the Trustee a certified  signature
     card for each member of the Committee and for all purposes  hereunder,  the
     Trustee  shall  be  conclusively  entitled  to  rely  upon  such  certified
     signatures.

(b)  The Board shall  designate a Chairman of the  Committee.  All  resolutions,
     determinations  and other actions of the  Committee  shall be by a majority
     vote of all  members of the  Committee.  The  Committee  may  appoint  such
     agents, who need not be members of the Committee, as it deems necessary for
     the effective performance of its duties, and may delegate to such agents or
     individual  members  of the  Committee  such  powers  and  duties,  whether
     ministerial  or   discretionary,   as  the  Committee  deems  expedient  or
     appropriate.  The  compensation  of  such  agents  shall  be  fixed  by the
     Committee;  provided,  however, that in no event shall compensation be paid
     if such payment  violates the  provisions  of Section 406 of the Act and is
     not exempted from such prohibitions by Section 408 of the Act.

(c)  The  Committee   shall  have  complete   discretion   and  control  of  the
     administration  of the Plan  with all  powers  necessary  to  enable  it to
     properly  carry out the  provisions of the Plan. In addition to all implied
     powers and  responsibilities  necessary to carry out the  objectives of the
     Plan and to comply with the  requirements  of the Act, the Committee  shall
     have the following specific powers and responsibilities:
<PAGE>

(1)  To construe the Plan and Trust  Agreement  and to determine  all  questions
     arising in the administration, interpretation and operation of the Plan;

(2)  To decide  all  questions  relating  to the  eligibility  of  Employees  to
     participate in the benefits of the Plan and Trust Agreement;

(3)  To determine the benefits of the Plan to which any Participant, Beneficiary
     or other person may be entitled;

(4)  To keep records of all acts and  determinations  of the  Committee,  and to
     keep all such records,  books of accounts,  data and other documents as may
     be necessary for the proper administration of the Plan;

(5)  To  prepare  and  distribute  to all Plan  Participants  and  Beneficiaries
     information concerning the Plan and their rights under the Plan, including,
     but not limited to, all information  which is required to be distributed by
     the Act, the regulations thereunder, or by any other applicable law;

(6)  To file with the Secretary of Labor such reports and  additional  documents
     as may be required by the Act and regulations issued thereunder, including,
     but not limited to, summary plan  description,  modifications  and changes,
     annual reports, terminal reports and supplementary reports;

(7)  To file with the  Secretary  of the  Treasury  all reports and  information
     required to be filed by the Internal  Revenue Code, the Act and regulations
     issued under each; and

(8)  To do all things necessary to operate and administer the Plan in accordance
     with its provisions and in compliance with applicable provisions of federal
     law.

(d)  To enable the Committee to perform its functions, the Employer shall supply
     full and timely information of all matters relating to the Compensation and
     length of service of all  Participants,  their  retirement,  death or other
     cause of termination of employment,  and such other  pertinent facts as the
     Committee  may  require.  The  Committee  shall  advise the Trustee of such
     facts, and issue to the Trustee such instructions as may be required by the
     Trustee in the  administration  of the Plan. The Committee and the Employer
     shall be  entitled  to rely upon all  certificates  and  reports  made by a
     Certified  Public  Accountant  selected or approved  by the  Employer.  The
     Committee,  the Employer  and its officers and the Trustee,  shall be fully
     protected  in  respect  of any  action  suffered  by them in good  faith in
     reliance upon the advice or opinion of any accountant or attorney,  and all
     action so taken or suffered shall be conclusive  upon each of them and upon
     all other persons interested in the Plan.

8.05       Standard of Fiduciary Duty.

           Any Fiduciary,  or any person  designated by a Fiduciary to carry out
           fiduciary  responsibilities with respect to the Plan, shall discharge
           his  duties  solely  in  the  interests  of  the   Participants   and
           Beneficiaries  for the  exclusive  purpose  of  providing  them  with
           benefits and defraying the reasonable  expenses of administering  the
           Plan. Any Fiduciary shall discharge his duties with the care,  skill,
           prudence and diligence under the circumstances then prevailing that a
           prudent man acting in a like  capacity and familiar  with such matter
           would use in the conduct of an  enterprise  of a like  character  and
           with  like  aims.  Any  Fiduciary   shall  discharge  his  duties  in
           accordance  with the  documents  and  instruments  governing the Plan
           insofar as such documents and  instruments  are  consistent  with the
           provisions  of ERISA.  Notwithstanding  any other  provisions  of the
           Plan, no Fiduciary  shall be authorized to engage in any  transaction
           which is  prohibited  by Sections 406 and 2003(a) of ERISA or Section
           4975 of the Code in the performance of its duties hereunder.



<PAGE>





8.06       Claims Procedure.

(a)  Claims. If a Participant has any grievance,  complaint, or claim concerning
     any  aspect  of the  operation  or  administration  of the  Plan or  Trust,
     including but not limited to claims for benefits and complaints  concerning
     the  performance  or  administration  of the  investments  of  Plan  assets
     (collectively  referred to herein as "claim" or "claims"),  the Participant
     shall  submit the claim to the  Committee,  which  shall  have the  initial
     responsibility  for deciding the claim.  All such claims shall be submitted
     in writing  and shall set forth the relief  requested  and the  reasons the
     relief  should be granted.  All such claims  must be  submitted  within the
     "applicable  limitations period." The "applicable limitations period" shall
     be two years,  beginning  on (i) in the case of any lump-sum  payment,  the
     date on which the payment was made,  (ii) in the case of an annuity payment
     or installment payment, the date of the first in the series of payments, or
     (iii) for all other  claims,  the date on which the  action  complained  or
     grieved of occurred. For example, in the case of alleged underpayment,  the
     date on which the  alleged  underpayment  is  received.  To the extent that
     documentary  or other  evidence  is  relevant  to the  relief  sought,  the
     Participant  shall  submit  such  evidence  or, if the  evidence  is in the
     possession of the Committee,  the Participant  shall refer to such evidence
     in a manner  sufficient  to allow the Committee to identify and locate such
     evidence.


(b)  Denial of Claims.  If a claim is denied in whole or in part,  the Committee
     shall give the claimant  written notice of the decision  within ninety (90)
     days of the date the claim was  submitted.  Such  written  notice shall set
     forth in a manner  calculated  to be  understood  by the  claimant  (1) the
     specific  reason or reasons  for the denial;  (2)  specific  references  to
     pertinent Plan  provisions on which the denial is based;  (3) a description
     of any  additional  material or  information  necessary for the claimant to
     perfect  the  claim,  along with an  explanation  of why such  material  or
     information is necessary;  and (4) appropriate  information about the steps
     to be taken if the  claimant  wishes to submit  the claim for review of the
     denial.  The ninety (90) day period for review of a claim for  benefits may
     be extended for an additional  ninety (90) days by a written  notice to the
     claimant setting forth the reason for the extension. If the Committee fails
     to respond to a claim  within the time  limits set forth  above,  the claim
     shall be  deemed  denied  and the  Participant  may  request  review by the
     Committee as set forth in Section 8.06(c).


(c)  Appeals  Procedure.  If a claim  is  denied  in  whole or in part or if the
     claimant  has no  response  to such claim  within  ninety  (90) days of its
     submission  (in which  case the claim  for  benefits  shall be deemed to be
     denied), the claimant or his duly authorized  representative may appeal the
     denial to the Committee within sixty (60) days of receipt of written notice
     of denial or sixty (60) days of the expiration of the ninety-day period. In
     pursuing his appeal, the claimant or his duly authorized representative:

(i)  shall request in writing that the Committee review the denial;

(ii) shall review pertinent documents; and

(iii) shall submit evidence as well as written issues, comments or arguments.
<PAGE>

     The  decision on review  shall be made within sixty (60) days of receipt of
     the request for review,  unless special  circumstances require an extension
     of time for processing,  in which case a decision shall be rendered as soon
     as possible,  but not later than 120 days after  receipt of the request for
     review.  If such an extension of time is  required,  written  notice of the
     extension shall be furnished to the claimant before the end of the original
     sixty-day period. The decision on review shall be made in writing, shall be
     written in a manner calculated to be understood by the claimant,  and shall
     include  specific  references  to the  provision  of the plan on which  the
     denial is based. If the decision on review is not furnished within the time
     specified above,  the claim shall be deemed denied on review.  The decision
     shall be final and conclusive  and a Participant  shall not be permitted to
     bring  suit at law or in equity on a claim  without  first  exhausting  the
     remedies  available  hereunder.  No action  at law or in equity to  recover
     under this Plan shall be commenced later than one year from the date of the
     decision  on review  (or if no  decision  is  furnished  within 120 days of
     receipt  of the  request  for  review,  the 120th day after  receipt of the
     request for review).

     To the extent permitted under ERISA, the Plan shall indemnify the Board and
     the  Committee  against any cost or  liability  which they may incur in the
     course of administering the Plan and executing the duties assigned pursuant
     to the Plan. The Employer shall  indemnify the Committee and the members of
     the Board  against any  personal  liability or cost not provided for in the
     preceding  sentence which they may incur as a result of any act or omission
     in relation to the Plan or its Participants. Notwithstanding the foregoing,
     however,  no person  shall be  indemnified  for any act or  omission  which
     results from that person's  intentional or willful  misconduct,  or illegal
     activity. The Employer may purchase fiduciary liability insurance to insure
     its  obligation  under this Section.  The Employer  shall have the right to
     select  counsel to defend the Board or  Committee  in  connection  with any
     litigation arising from the execution of their duties under the Plan.

8.07        Indemnification of Committee.

            The Employer  shall  indemnify  the Committee and the members of the
            Board  against  any cost or  liability  which  they may incur in the
            course of  administering  the Plan and executing the duties assigned
            pursuant  to  the  Plan.  The  Company  shall   indemnify  the  Plan
            Administrator  and the  members of the Board  against  any  personal
            liability or cost not provided for in the preceding  sentence  which
            they may incur as a result of any act or omission in relation to the
            Plan or its Participants. Notwithstanding the foregoing, however, no
            person shall be  indemnified  for any act or omission  which results
            from that  person's  willful  misconduct  or illegal  activity.  The
            Employer may purchase  fiduciary  liability  insurance to insure its
            obligation under this Section.


<PAGE>


                                    ARTICLE 9
                             TRUST FUND AND TRUSTEE



9.01       The terms of the Trust are  contained  in a separate  Trust Agreement
           between  the  Company  and  the  Trustee,  the  terms  of  which  are
           incorporated herein by reference.


                                   ARTICLE 10
                            AMENDMENT AND TERMINATION


10.01      Right to Amend.

           The  Employer  intends  for the Plan to be  permanent  so long as the
           corporation exists;  however, it reserves the right to modify, alter,
           or amend  this Plan or the  Trust,  from time to time,  to any extent
           that it may  deem  advisable,  including,  but not  limited  to,  any
           amendment deemed  necessary to insure the continued  qualification of
           the Plan  under  Section  40l(a) of the Code or to insure  compliance
           with ERISA;  provided,  however, that the Employer shall not have the
           authority to amend this Plan in any manner which will:

           (a)      Permit  any part of the Fund  (other  than  such  part as is
                    required  to pay taxes and  administrative  expenses)  to be
                    used  for  or  diverted  to  purposes  other  than  for  the
                    exclusive    benefit   of   the    Participants   or   their
                    Beneficiaries; or

           (b)      Cause or permit any  portion  of  the  funds to revert to or
                    become the property of the Employer.

10.02      Termination and Discontinuance of Contributions.

           The Company  shall have the right at any time to  terminate or freeze
           this Plan or to discontinue  permanently its contributions  hereunder
           (hereinafter   referred   to  as  "Plan   Termination").   Upon  Plan
           Termination, the Committee shall direct the Trustee with reference to
           the disposition of the Fund,  after payment of any expenses  properly
           chargeable against the Fund. In the event that this Plan is partially
           terminated,  then the  provisions  of this Section 10.02 shall apply,
           but solely  with  respect to the  Employees  affected  by the partial
           termination. If the Plan is terminated or partially terminated, or if
           the Employer permanently  discontinues its contributions to the Plan,
           then all  Participants  (in the case of complete Plan  termination or
           permanent   discontinuance   of   contributions)   or  the   affected
           Participants (in the event of partial Plan termination), shall become
           100% vested in all of their Accounts under the Plan  immediately upon
           such event.


<PAGE>


                                   ARTICLE 11
                                MAXIMUM BENEFITS



11.01      General Rule.

(a)  Notwithstanding  any other  provision of this Plan,  for any Plan Year, the
     annual additions to a Participant's  Account, when combined with the annual
     additions to the Participant's Account under all other Qualified individual
     account plans maintained by the Employer or its Affiliates shall not exceed
     the  lesser  of (i)  $30,000  or  (ii)  twenty-five  percent  (25%)  of the
     Participant's  Compensation  for such Plan Year (the  "maximum  permissible
     amount").

(b)  The Employer  hereby elects that the  Limitation  Year for purposes of Code
     section 415 shall be the Plan Year.

(c)  For purposes of determining  the limit on Annual  Additions under paragraph
     (b) of this Section,  the dollar limit described therein,  to wit, $30,000,
     shall be increased for each Plan Year to the extent permitted by law.

(d)  If the  amount to be  allocated  to a  Participant's  Account  exceeds  the
     maximum permissible amount, the excess will be disposed of as follows.  All
     Employee  Contributions shall be returned to the Participant  together with
     any earnings  thereon.  If excess Annual  Additions  remain after refund of
     Employee   Contributions  and  earnings   thereon,   the  excess  shall  be
     reallocated  among the  Participants  whose  accounts have not exceeded the
     limit in the  proportion  that the  Compensation  of each such  Participant
     bears to the Compensation of all such  Participants.  If such  reallocation
     would result in an addition to another  Participant's Account which exceeds
     the permitted  limit,  that excess shall likewise be reallocated  among the
     Participants  whose  Accounts  do not  exceed the  limit.  However,  if the
     allocation  or  reallocation  of  the  excess  amounts  pursuant  to  these
     provisions causes the limitations of Section 415 of the Code to be exceeded
     with respect to each  Participant  for the limitation  year,  then any such
     excess shall be held unallocated in a suspense account. If the 415 Suspense
     Account is in existence at any time during a  limitation  year,  other than
     the limitation year described in the preceding sentence, all amounts in the
     415 Suspense  Account shall be allocated and  reallocated to  Participants'
     Accounts  (subject  to the  limitations  of Code  section  415)  before any
     Employer  Contributions which would constitute annual additions may be made
     to the Plan for that limitation year.

(e)  If the Participant is covered under another qualified defined  contribution
     plan  maintained  by an Employer or its  Affiliates  during any  limitation
     year, the annual additions which may be credited to a Participant's account
     under this Plan for any such  limitation  year shall not exceed the maximum
     permissible   amount  reduced  by  the  annual  additions   credited  to  a
     Participant's account under all such plans for the same limitation year. If
     a  Participant's  annual  additions  under  this  Plan  and  under  another
     individual  account plan maintained by an Employer or its Affiliates  would
     result in an excess amount for a limitation year, the excess amount will be
     deemed to consist  of the annual  additions  last  allocated.  If an excess
     amount is allocated to a  Participant  on an  allocation  date of this Plan
     which  coincides with an allocation date of another plan, the excess amount
     attributed to this Plan will be the product of:

     (i) the total excess amount as of such date, times

     (ii) the ratio of (A) the annual additions allocated to the Participant for
     the limitation year as of such date under this Plan to (B) the total annual
     additions  allocated to the  Participant for the limitation year as of such
     date  under this and all the other  qualified  defined  contribution  plans
     maintained by the Employer or its Affiliates.

     Any excess  amount  attributed  to this Plan will be disposed in the manner
     described in Section 11.01(e).
<PAGE>

(f)  For purposes of this Section 11.01, all defined contribution plans (whether
     or  not  terminated)  of the  Employer  are to be  treated  as one  defined
     contribution plan.

11.02      Combined Plan Limitation.

           For Plan Years  beginning  before January 1, 2000, if the Employer or
           its  Affiliates  maintains,  or at any time  maintained,  a qualified
           defined benefit plan covering any  Participants in this Plan, the sum
           of the  Participant's  defined  benefit  plan  fraction  and  defined
           contribution  plan  fraction  shall not exceed 1.0 in any  limitation
           year and the annual  benefit  otherwise  payable  to the  Participant
           under  such  defined  benefit  plan shall be frozen or reduced to the
           extent  necessary so that the sum of such fractions  shall not exceed
           1.0.

11.03      Definitions.

           For the purposes of this Article 11, the following  definitions shall
apply:

(a)  "Annual Addition" shall mean the sum of:

     (i) Employee Contributions;

     (ii) Employer Contributions;

     (iii) Forfeitures; and

     (iv) Amounts described in Code sections 415(l)(1) and 419A(d)(2).

(b)  "Affiliates"  shall have that meaning contained in Section 2.03 except that
     for purposes of  determining  who is an Affiliate  the phrase "more than 50
     percent"  shall be  substituted  for the phrase "at least 80 percent"  each
     place it appears in Code section 1563(a)(1).

(c)  "Compensation" shall have the same meaning as defined in Article 2.

(d)  "Defined benefit fraction" means a fraction,  the numerator of which is the
     sum of the  Participant's  projected  annual benefits under all the defined
     benefit plans (whether or not terminated) maintained by the Employer or its
     Affiliates,  and the  denominator of which is the lesser of (i) 125 percent
     of the dollar  limitation in effect for the  limitation  year under Section
     415(b)(1)(A)  of the  Internal  Revenue  Code or (ii)  140  percent  of the
     highest  average  compensation.   Notwithstanding  the  foregoing,  if  the
     Participant  was a Participant as of the first day of the first  Limitation
     Year beginning after December 31,1986, in one or more defined benefit plans
     maintained by the Employer or its Affiliates which were in existence on May
     6, 1986, the denominator of this fraction will not be less than 125 percent
     of the sum of the annual  benefits  under such plans which the  Participant
     had  accrued as of the end of the last  limitation  year  beginning  before
     January 1, 1987, but  determined  without regard to any changes in the Plan
     or  cost-of-living  increases  occurring  after May 5, 1986.  The preceding
     sentence applies only if the defined benefit plans  individually and in the
     aggregate  satisfied  the  requirements  of Section 415 for all  limitation
     years beginning before January 1, 1987.
<PAGE>

(e)  "Defined contribution fraction" means a fraction, the numerator of which is
     the sum of the annual additions to the Participant's  account under all the
     defined  contribution  plans (whether or not terminated)  maintained by the
     Employer or its Affiliates for the current and all prior limitation  years,
     and the  denominator of which is the sum of the maximum  aggregate  amounts
     for the current and all prior limitation years of service with the Employer
     or its Affiliates  (regardless of whether a defined  contribution  plan was
     maintained by the Employer or its Affiliates). The maximum aggregate amount
     in any  limitation  year is the  lesser of (i) 125  percent  of the  dollar
     limitation  in effect under  Section  415(c)(1)(A)  of the Code; or (ii) 35
     percent of the  Participant's  Compensation  for such year. If the Employee
     was a  Participant  as of  the  first  day  of the  first  Limitation  Year
     beginning after December 31, 1986 in one or more defined contribution plans
     maintained by the Employer or its Affiliates which were in existence on May
     1, 1986, the numerator of this fraction will be adjusted if the sum of this
     fraction and the defined benefit  fraction would otherwise exceed 1.0 under
     the terms of this  Plan.  Under the  adjustment,  the  amount  equal to the
     product of (i) the excess of the sum of the  fractions  over 1.0 times (ii)
     the denominator of this fraction,  will be permanently  subtracted from the
     numerator  of  this  fraction.  The  adjustment  is  calculated  using  the
     fractions  as they would be computed as of the end of the  limitation  year
     beginning before January 1, 1987, and disregarding any changes in the terms
     and  conditions of the plans made after May 5, 1986,  but using the Section
     415  limitation  applicable to the first  Limitation  Year  beginning on or
     after  January  1,  1987.  The  annual  addition  for any  Limitation  Year
     beginning  before January 1, 1987 shall not be recomputed to treat employee
     contributions as annual additions.

(f)  "Highest average compensation" means the average Compensation for the three
     consecutive  years of service with the Employer  that  produces the highest
     average.

(g)  "Projected annual benefit" means the annual retirement benefit (adjusted to
     an  actuarially  equivalent  straight  life  annuity  if  such  benefit  is
     expressed in a form other than a straight  life annuity or qualified  joint
     and survivor  annuity) to which the Participant would be entitled under the
     terms of the plan assuming (i) the  Participant  will  continue  employment
     until Normal Retirement Age under the plan (or current age, if later),  and
     (ii) the Participant's Compensation for the current limitation year and all
     other  relevant  factors  used to  determine  benefits  under the plan will
     remain constant for all future limitation years.


<PAGE>


                                   ARTICLE 12
                                 TOP HEAVY RULES


12.01      Effective Date.

           The provisions of this Article of the Plan shall become  effective in
           any Plan  Year in which  the Plan is  determined  to be Top Heavy and
           shall supersede any conflicting provision of this Plan.

12.02      Definitions.

(a)  Top  Heavy.  The Plan  shall be Top  Heavy  for the Plan Year if, as of the
     Valuation  Date  which   coincides   with  or   immediately   precedes  the
     Determination Date, the value of the Participant  Accounts of Key Employees
     exceeds  60% of the  value of all  Participant  Accounts.  If the  Employer
     maintains  more  than  one  plan,  all  plans  in  which  any Key  Employee
     participates   and  all  plans  which  enable  this  Plan  to  satisfy  the
     antidiscrimination  requirements of Code sections  401(a)(4) or 410 must be
     combined with this Plan ("Required  Aggregation Group") for the purposes of
     applying the 60% test described in the preceding sentence. Plans maintained
     by the  Employer  which are not in the  required  aggregation  group may be
     combined  at the  Employer's  election  with this Plan for the  purposes of
     determining   Top  Heavy  status  if  the  combined   plan   satisfies  the
     requirements  of Code section  401(a)(4) and 410  ("Permissive  Aggregation
     Group").   In   determining   the  value  of  Participant   Accounts,   all
     distributions  made during the five-year period ending on the Determination
     Date  shall be  included  and any  unallocated  Employer  Contributions  or
     forfeitures  attributable to the Plan Year in which the Determination  Date
     falls shall also be  included.  The Account of (i) any  Employee who at one
     time was a Key  Employee  but who is not a Key Employee for any of the five
     Plan Years ending on the Determination  Date; and (ii) any Employee who has
     not performed services for the Employer or a related employer maintaining a
     plan in the  aggregation  group  for the  five  Plan  Years  ending  on the
     Determination Date, shall be disregarded in determining Top Heavy status.

     If the Employer maintains a defined benefit plan during the Plan Year which
     is subject  to  aggregation  with this Plan,  the 60% test shall be applied
     after calculating the present value of the  Participants'  accrued benefits
     under the defined  benefit plan in  accordance  with the rules set forth in
     that plan and combining the present value of such accrued benefits with the
     Participant's account balances under this Plan.

     Solely  for the  purpose  of  determining  if the Plan,  or any other  plan
     included  in the  required  aggregation  group,  is  Top-Heavy,  a  Non-key
     Employee's  accrued  benefit in a defined  benefit plan shall be determined
     under (i) the method,  if any, that uniformly  applies for accrual purposes
     under all plans  maintained by the Affiliates,  or (ii) if there is no such
     method,  as if such  benefit  accrued  not more  rapidly  than the  slowest
     accrual rate permitted  under the  fractional  accrual rate of Code section
     411(b)(1)(C)..

(b)  Key Employee. Any Employee of the Employer who, during the Plan Year or the
     four preceding Plan Years was an officer  receiving  Compensation in excess
     of 50% of the limit described in Code section 415(b)(1)(A),  one of the ten
     employees of the Employer owning the largest  interests in the Employer and
     receiving  Compensation equal to or greater than the dollar limit described
     in Code section  415(c)(1)(A),  a greater than 5% owner of the Employer,  a
     greater than 1% owner of the Employer  receiving  Compensation in excess of
     $150,000,  or  the  Beneficiary  of  a  Key  Employee.  The  Code  sections
     415(b)(1)(A) and 415(c)(1)(A)  limits referred to in the preceding sentence
     shall be the specified  dollar limit plus any increases  reflecting cost of
     living adjustments specified by the Secretary of the Treasury.
<PAGE>

(c)  Determination Date. The last day of the Plan Year immediately preceding the
     Plan Year for which Top Heavy status is determined.

(d)  Non-key Employee. Any Participant who is not a Key Employee.

(e)  Employer. This term shall include any Affiliate of such Employer.

(f)  Compensation.  This term  shall  have that  meaning  as  defined in Section
     Article 2.

12.03      Minimum Benefit.

           (a)      Except  as  provided  below,   the  Employer   Contributions
                    allocated on behalf of any Non-Key  Employee who is employed
                    by the Employer on the Determination  Date shall not be less
                    than  the  lesser  of  (i)  3% of  such  Non-Key  Employee's
                    Compensation  or (ii) the  largest  percentage  of  Employer
                    Contributions   as  a  percentage  of  the  Key   Employee's
                    Compensation,  allocated  on behalf of any Key  Employee for
                    such Plan Year.

           (b)      The minimum  allocation is determined  without regard to any
                    Social Security  contribution and shall be made even though,
                    under other Plan provisions, the Non-Key Employee would have
                    received a lesser  allocation or no allocation  for the Plan
                    Year because of the Non-Key  Employee's  failure to complete
                    1,000  Hours  of  Service,  his  failure  to make  mandatory
                    employee  contributions,  or his earning  Compensation  less
                    than a stated amount.

           (c)      If the Employer maintains a defined benefit plan in addition
                    to  this  Plan,   the  minimum   contribution   and  benefit
                    requirements  for both plans in a Top Heavy Plan Year may be
                    satisfied by an allocation of Employer  Contributions to the
                    Account of each Non-Key  Employee in the amount of 5% of the
                    Non-Key Employee's Compensation.

12.04      Combined Plan Limitation For Top Heavy Years.

           In any Plan Year  beginning  before January 1, 2000 during which more
           than 90% of the Participant  Account balances are attributable to Key
           Employees, 100% or an equivalent factor shall be substituted for 125%
           or an equivalent  factor in the combined  plan fraction  denominators
           set forth in the Section of this Plan which limits  maximum  benefits
           pursuant  to  Section  415 of the Code.  In any Plan  Year  beginning
           before  January 1, 2000 during  which more than 60% but not more than
           90% of the  Participant  Account  balances  are  attributable  to Key
           Employees, 100% or an equivalent factor shall be substituted for 125%
           or an equivalent  factor in the combined  plan fraction  denominators
           unless the Account of each Non-Key Employee participating in the Plan
           receives an allocation  which satisfies  Section 12.03 above,  except
           that for this purpose the figure "4%" shall be  substituted  for "3%"
           where it  appears in that  Section  and the  figure  "7.5%"  shall be
           substituted for "5%" where it appears in Section 12.03(c).


<PAGE>


                                   ARTICLE 13
                          HIGHLY COMPENSATED EMPLOYEES


13.01      In General.

           For the purposes of this Plan, the term "Highly Compensated Employee"
           is any  active  Employee  described  in Section  13.02  below and any
           Former Employee described in Section 13.03 below. Various definitions
           used in this  Section are  contained in Section  13.04.  A Non-highly
           Compensated  Employee is an Employee who is not a Highly  Compensated
           Employee.

13.02      Highly Compensated Employees.

           Effective  for Plan Years  beginning  after  December  31,  1996,  an
           Employee is a Highly Compensated Employee if during the Determination
           Year the Employee performs services for the Employer and:

(a)  is a 5 Percent Owner at any time during the current or preceding year; or

(b)  receives  Compensation in excess of $80,000 (as adjusted from time to time)
     and, if elected by the  Employer,  is a member of the Top Paid Group during
     the Look Back Year.

           The dollar  amounts  described  above shall be increased  annually as
           provided in Code  section  414(q)(1).  For  purposes of the 1997 Plan
           Year,  the  preceding  definition  shall be used to  determine  if an
           Employee is a Highly Compensated Employee.

13.03      Former Highly Compensated Employee.

           A Former Employee is a Highly  Compensated  Employee if (applying the
           rules of Section 13.02) the Former Employee was a Highly  Compensated
           Employee  during a Separation Year or during any  Determination  Year
           ending on or after the Former Employee's 55th birthday.

13.04      Definitions.

           The following special definitions shall apply to this Article 13:

           Compensation  shall have the meaning determined under Regulations ss.
           1.415-2(d)(11)(ii) (i.e., compensation for purposes of W-2 income tax
           withholding  under Code  section  3401(a)),  but adding back  amounts
           which are excluded from income under Code sections 125, 402(a)(8) and
           402(h)(1)(B)).

           Determination  Year shall mean the portion of the Plan Year for which
           an  individual's   status  as  a  Highly   Compensated   Employee  is
           determined.

           Employee  shall mean  Employees  as  defined  in  Article  2,  leased
           employees  described in Code section  414(n),  and  employees who are
           members of any collective bargaining unit.

           Employer shall mean the Company and its Affiliates.

           Five  Percent  Owner shall mean any Employee who owns or is deemed to
           own (within the meaning of Code section 318),  more than five percent
           of the  value  of the  outstanding  stock  of the  Employer  or stock
           possessing  more than five percent of the total combined voting power
           of the Employer.
<PAGE>

           Former  Employee  shall  mean an  Employee  (i) who  has  incurred  a
           Severance  from Service or (ii) who remains  employed by the Employer
           but who has not  performed  services  for  the  Employer  during  the
           Determination   Year  (e.g.,  an  Employee  on  Authorized  Leave  of
           Absence).

           Includable Officer shall mean any officer of the Employer who, during
           the applicable  year,  receives  Compensation in excess of 50% of the
           dollar limitations under Code section 415(b)(1)(A)(as adjusted by the
           Secretary of the Treasury for cost of living increases). The Employer
           shall be deemed to have a minimum of 3  officers  or, if  greater,  a
           number equal to 10 percent of all Employees. However, no more than 50
           officers shall be considered  Includable  Officers under this Article
           13. If the Employer does not have any Includable  Officers because no
           officer receives  Compensation in excess of the dollar limitations of
           Code section 415(b)(1)(A),  the Employer's highest paid officer shall
           be considered an Includable Officer.

           Look Back Year shall mean the Plan Year  preceding the  Determination
           Year.

            Separation Year shall mean any of the following years:

(a)  An Employee who incurs a Termination of Employment  shall have a Separation
     Year in the  Determination  Year in which such  Termination  of  Employment
     occurs;

(b)  An Employee who remains employed by the Employer but who temporarily ceases
     to perform services for the Employer (e.g., an Employee on Authorized Leave
     of Absence)  shall have a Separation  Year in the calendar year in which he
     last performs services for the Employer;

(c)  An Employee who remains employed by the Employer but whose Compensation for
     a  calendar  year  is  less  than  50% of  the  Employee's  average  annual
     Compensation  for the  immediately  preceding  three calendar years (or the
     Employee's total years of employment, if less) shall have a Separation Year
     in such calendar year.  However,  such  Separation Year shall be ignored if
     the  Employee   remains   employed  by  the  Employer  and  the  Employee's
     Compensation  returns to a level comparable to the Employee's  Compensation
     immediately prior to such Separation Year.

     Top Paid Group shall mean the top 20% of all Employees  ranked on the basis
     of Compensation  received from the Employer during the applicable year. The
     number of Employees in the Top Paid Group shall be  determined  by ignoring
     Employees  who are  non-resident  aliens and  Employees  who do not perform
     services for the Employer  during the applicable  year. The Employer elects
     to  compute  the Top  Paid  Group  without  the age and  service  exclusion
     provided in applicable Treasury Regulations.

13.05      Other Methods Permissible.

           To the extent  permitted by the Code,  judicial  decisions,  Treasury
           Regulations  and  IRS  pronouncements,  the  Committee  may  (without
           further  amendment to this Plan) take such other steps and actions or
           adopt such other methods or procedures  (in addition to those methods
           and  procedures  described  in  this  Article  13) to  determine  and
           identify Highly Compensated Employees (including adopting alternative
           definitions of Compensation  which satisfy Code section 414(q)(7) and
           are uniformly applied).


<PAGE>


                                   ARTICLE 14
                                  MISCELLANEOUS


14.01      Headings.

           The headings  and  sub-headings  in this Plan have been  inserted for
           convenience   of  reference  only  and  are  to  be  ignored  in  any
           construction of the provisions hereof.

14.02      Action by Employer.

           Any action by an Employer  under this Plan shall 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.

14.03      Spendthrift Clause.

           Except as  otherwise  required  by a  "qualified  domestic  relations
           order" as  defined  in Code  section  414(p),  none of the  benefits,
           payments,  proceeds or distributions under this Plan shall be subject
           to the claim of any creditor of any Participant or Beneficiary, or to
           any legal process by any creditor of such Participant or Beneficiary,
           and  none  of  them  shall  have  any  right  to  alienate,  commute,
           anticipate  or assign  any of the  benefits,  payments,  proceeds  or
           distributions  under  this  Plan  except  for  the  extent  expressly
           provided herein to the contrary.

14.04      Discrimination.

           The  Employer,  the  Committee,  the  Trustee  and all other  persons
           involved  in the  administration  and  operation  of the  Plan  shall
           administer and operate the Plan and Trust in a uniform and consistent
           manner with respect to all Participants  similarly situated and shall
           not permit discrimination in favor of Highly Compensated Employees.

14.05      Release.

           Any  payment  to a  Participant  or  Beneficiary,  or to their  legal
           representatives,  in  accordance  with the  provisions  of this Plan,
           shall to the  extent  thereof be in full  satisfaction  of all claims
           hereunder against the Trustee, Plan Administrator,  Committee and the
           Employer, any of whom may require such Participant,  Beneficiary,  or
           legal  representative,  as a condition  precedent to such payment, to
           execute  a  receipt  and  release  therefor  in such form as shall be
           determined by the Trustee,  the  Committee,  or the Employer,  as the
           case may be.



<PAGE>



14.06      Compliance with Applicable Laws.

           The Employer,  through the Plan  Administrator,  shall  interpret and
           administer  the Plan in such  manner  that the Plan and  Trust  shall
           remain  in  compliance  with the  Code,  with  ERISA,  and all  other
           applicable laws, regulations, and rulings.

14.07      Merger.

           In the  event of any  merger  or  consolidation  of the Plan with any
           other Plan, or the transfer of assets or  liabilities  by the Plan to
           another Plan, each Participant  must receive  (assuming that the Plan
           would   terminate)   the  benefit   immediately   after  the  merger,
           consolidation,  or  transfer  which is equal to or  greater  than the
           benefit  such  Participant   would  have  been  entitled  to  receive
           immediately before the merger,  consolidation,  or transfer (assuming
           that  the  Plan  had  then   terminated),   provided   such   merger,
           consolidation  or transfer  took place after the date of enactment of
           ERISA.

14.08      Legally Incompetent.

           If any Participant,  former Employee or Beneficiary is a minor or, in
           the  judgment of the  Committee  is  otherwise  legally  incapable of
           personally  receiving  and giving a valid receipt for any payment due
           him hereunder, the Committee may, unless and until a claim shall have
           been made by a duly  appointed  guardian or committee of such person,
           direct that such payment or any part thereof be made to such person's
           spouse, child, parent,  brother,  sister, or such other person deemed
           by  the   Committee   to  have   incurred   expense  for  or  assumed
           responsibility  for the expense of such person.  Such  payment  shall
           fully   discharge   the  Trustee,   Employer,   Committee   and  Plan
           Administrator from further liability on account thereof.

14.09      Location of Participant or Beneficiary Unknown.

           In the event that all or any portion of the distribution payable to a
           Participant or his  Beneficiary  shall remain unpaid solely by reason
           of the  Committee's  inability to ascertain the  whereabouts  of such
           Participant  or  Beneficiary,  the amount  unpaid shall be forfeited.
           However,  such forfeiture  shall not occur until five (5) years after
           the amount first became payable.  The Committee shall make a diligent
           effort to locate the Participant or Beneficiary including the mailing
           of a registered letter,  return receipt requested,  to the last known
           address  of  such   Participant  or  Beneficiary.   In  the  event  a
           Participant or Beneficiary is located subsequent to his benefit being
           forfeited, such benefit shall be restored and distributed.

14.10      Governing Law.

           The Plan shall be governed by the laws of the State of Florida to the
           extent that such laws are not preempted by Federal law.

14.11      Military Service.

           Notwithstanding   any  provisions  of  this  Plan  to  the  contrary,
           effective  as of  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 Code.

14.12    Authority to Establish Loan Program.

         The  Committee  is  authorized  and  directed  to  administer  the loan
         program.
<PAGE>

14.13    Eligibility for Loans.

         (a)      Loans shall be available to all  Participants  on a reasonably
                  equivalent  basis  provided the  individual is employed by the
                  Employer  at the time the loan is made.  For the  purposes  of
                  receiving a loan,  the term  "Participant"  shall  include any
                  Participant who is a "party in interest" as defined in Section
                  3(14) of ERISA.

14.14    Loan Amount.

(a)  Minimum Loan. No loan of less than $1,000 will be made.

(b)  Maximum Loan. A loan to any Participant  (determined  immediately after the
     origination of the loan) shall not exceed the lesser of:

     (1) Fifty percent (50%) of the Participant's  vested balance in his Account
     as of the Valuation Date with respect to which the loan is processed; or

     (2) $50,000,  reduced by the excess (if any) of (A) the highest outstanding
     balance of loans from the Plan during the one-year period ending on the day
     before the date on which such loan was made, over (B) the outstanding  loan
     balance of loans from the Plan on the date on which the loan was made.

14.15    Maximum Number of Loans.

         Effective July 1, 1999, no more than one (1) loan may be outstanding at
         any  time.  Any loan  must be fully  repaid  before a new loan  will be
         processed. Loans outstanding on July 1, 1999 will be grandfathered from
         the one (1) loan limitation.

14.16    Assignment of Account.

         Each loan shall be supported by the  Participant's  promissory note for
         the amount of the loan, including interest, payable to the order of the
         Trustee. In addition,  each loan shall be supported by an assignment of
         fifty percent (50%) of the Participant's  right,  title and interest in
         and to his  Account  and shall be  supported  by any  other  reasonable
         security required by the Trustee.

14.17    Interest.

         Interest  shall  be  charged  on any  such  loan  at a rate  set by the
         Committee.

14.18    Term of Loan.

         Except as provided in the  following  sentence,  the maximum  repayment
         term of any loan is five (5) years  (Three (3) years if the loan is for
         $2,000 or less).  The maximum  repayment term of any loan to be used to
         acquire a dwelling  unit which the  Participant  will use as his or her
         principal  residence shall be fifteen (15) years.  The term of the loan
         may not extend beyond the Participant's Termination Date. The Committee
         may, in its  discretion,  establish a shorter  repayment  term than the
         maximum repayment term otherwise permitted under the Plan.

14.19    Level Amortization.

         Each loan shall provide for level amortization with payments to be made
         at  such  regular   intervals  as  the  Committee   determines  in  its
         discretion,  but not less  frequently than once every three months over
         the term of the loan. Loans to Participants in active  Employment shall
         be repaid  through  payroll  deductions  and the  Participant  shall be
         required  to  authorize  such  payroll  deduction  as  a  condition  to
         receiving the loan.

14.20    Directed Investment.

         A Participant  who requests a loan shall be deemed to have directed the
         Committee  to invest  assets  held in his  Account by the amount of the
         loan,  and until such loan is repaid,  such loan shall be  considered a
         directed  investment of the Participant's  Account hereunder.  The Plan
         monies which are used to fund the  Participant  loan shall be withdrawn
         on a pro rata basis  according to the value of the Investment  Funds as
         of the Valuation Date coincident with or immediately preceding the date
         such loan is made.  Principal and interest payments on the loan will be
         allocated  to  the  Participant's  Investment  Funds  according  to the
         Participant's investment election at the time of the payment.  However,
         if the Participant does not have an investment election in place at the
         time  of  repayment,  the  principal  and  interest  payments  will  be
         allocated  to  the   Participant's   Account  in  accordance  with  the
         procedures established by the Committee and the Trustee.



<PAGE>


14.21    Other Requirements.

         The Committee may establish such additional  guidelines and rules as it
         deems  necessary.  Such  guidelines and rules shall be set forth in the
         loan  application and the terms specified in such loan  application are
         hereby  incorporated  by reference in the Plan. The Committee may amend
         or modify the loan  application as it deems  necessary to carry out the
         provisions of this Article Nine.

14.22    Distribution of Loan.

         Loan proceeds will be distributed as soon as practicable after the loan
         is  approved  and after the  Participant  completes  all  documentation
         necessary to make such loan.

 14.23   Suspension of Loan Repayments During Military Service.

         Effective  December 12, 1994,  the  Committee  may, in its  discretion,
         suspend a Participant's obligation to make loan repayments as permitted
         under Section 414(u)(4) of the Code.


         IN  WITNESS  WHEREOF,  the  Employer  has  caused  this Plan to be duly
executed and its seal to be hereunto  affixed on the date indicated  below,  but
effective as of January 1, 1999.


                                COMPANY:

                                EXIGENT INTERNATIONAL, INC.



                                By       /s/ David Miller
                                   ------------------------------------------
                                Title    Vice President Human Resources
                                      ---------------------------------------

                                Date     November 29, 2000
                                     ----------------------------------------


<PAGE>




                                   SCHEDULE A

                               AFFILIATED SPONSORS

        Name
-----------------------------------------------------------------------------
1.      Exigent Software Technology, Incorporated
2.      Exigent Digital Telecom & Wireless Networks, Incorporated
3.      Exigent Solutions Group, Incorporated

Employees of all other Affiliates of the Company are not eligible to participate
in this Plan.


</TEXT>
</DOCUMENT>
