AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 17, 2001

                                          REGISTRATION N0. 333-___________

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM S-8
                           REGISTRATION STATEMENT


                                   UNDER


                         THE SECURITIES ACT OF 1933


                          EURONET WORLDWIDE, INC.

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

    (Exact Name of Registrant as Specified in its Governing Instruments)


             DELAWARE                                    74-2806888
      --------------------------                   -----------------------
    (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or organization)                   Identification No.)


                           4601 COLLEGE BOULEVARD
                           LEAWOOD, KANSAS 66211
                                913-327-4200

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

       (Address, Including Zip Code, and Telephone Number, Including
          Area Code, of Registrant's Principal Executive Offices)

<PAGE>

                              DANIEL R. HENRY
                           CHIEF OPERATING OFFICER
                            4601 COLLEGE BOULEVARD
                            LEAWOOD, KANSAS 66211
                                 913-327-4200

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

         (Name, Address, Including Zip Code, and Telephone Number,
                 Including Area Code, of Agent for Service)


                           EURONET WORLDWIDE, INC.
                                401(k) PLAN

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

                          (Full Title of the Plan)


                      COPIES OF ALL COMMUNICATIONS T0:

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

                             MICHAEL E. KARNEY
                          FRIDAY, ELDREDGE & CLARK
                            2000 REGIONS CENTER
                           400 W. CAPITOL AVENUE
                      LITTLE ROCK, ARKANSAS 72201-3493
                                501-376-2011

<PAGE>


                      CALCULATION OF REGISTRATION FEE

 ============================================================================
                                                    PROPOSED
                                     PROPOSED       MAXIMUM
  TITLE OF                           MAXIMUM        AGGREGATE    AMOUNT OF
  SECURITIES TO    AMOUNT TO BE     OFFERING PRICE  OFFERING     REGISTRATION
  BE REGISTERED(1) REGISTERED(1)(2)  PER SHARE(3)   PRICE        FEE(4)
 ----------------------------------------------------------------------------

  Common Stock,
  par value $.02
  per share       1,000,000 shares    $ 13.37      $ 13,370,000  $ 3,342.50

 ===========================================================================


     (1)  To  the extent  to  which interests  in the  Plan  constitute
          separate  securities, this  Registration Statement  shall  be
          deemed to register an  indeterminate amount of such interests
          in  the  Plan   in  accordance  with   Rule  416(c).     This
          Registration  Statement also covers  any additional shares of
          the Registrant's  Common Stock    that  may hereafter  become
          issuable  as a  result  of the  adjustment provisions  of the
          Plan or of the  Common Stock in accordance with Rule  416(a).


     (2)  The  shares  of  Common  Stock  offered  hereby  are  offered
          pursuant   to   the   Euronet  Worldwide,  Inc.  401(k) Plan.

     (3)  Pursuant to Rule 457(c) under the Securities Act  of 1933, as
          amended,  the proposed  maximum offering  price per  share is
          the average  of  the high  and low  price  per  share of  the
          Common Stock on October 10, 2001.

     (4)  Pursuant to Rule 457(h)(2), no  registration fee is  required
          with respect to the interests in the Plan.

                                     -2-

<PAGE>

                                   PART I

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          The documents containing the  information specified in Part I
     of  Form  S-8 will be sent or  given to participants in the 401(k)
     Plan  of  Euronet  Worldwide,   Inc.   and  its subsidiaries  (the
     "Company"),  as specified  by Rule  428(b)(1) promulgated  by  the
     Securities   and  Exchange  Commission  (the  "Commission")  under
     the Securities Act of 1933, as amended (the "Securities Act").

          Such  documents are not being filed with  the Commission, but
     constitute (along  with the  documents  incorporated by  reference
     into the  Registration Statement  pursuant to  Item 3  of Part  II
     hereof) a  prospectus that  meets the  requirements of  Section 10
     (a)  of  the  Securities  Act.    The  documents  incorporated  by
     reference into  the Registration Statement pursuant  to Item 3  of
     Part II  hereof will  be available  to participants  in the  Plan,
     without charge,  upon written or oral  request.  Any such  request
     should be  directed to Daniel  R. Henry,  Chief Operating Officer,
     Euronet  Worldwide, Inc., 4601  College Boulevard, Leawood, Kansas
     66211, telephone 913-327-4200.









                                     -3-

<PAGE>



                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                        (Not Required in Prospectus)

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following documents,  which have  been filed  by Euronet
     Worldwide, Inc.  (the "Registrant")  with the  Commission pursuant
     to the Securities  Act or the Securities  Exchange Act of 1934, as
     amended  (the  "Exchange   Act"),  are   incorporated  herein   by
     reference:

               (a)  The  Registrant's  Annual Report  on Form  10-K for
                    the  year  ended December  31,  2000  (File No.
                    0-22167), and any amendments thereto.

               (b)  (i)  The Registrant's  Quarterly Report on Form 10-
                         Q for  the period ended  March 31,  2001 (File
                         No. 0-22167), and any amendments thereto.

                   (ii)  The Registrant's Quarterly Report on Form 10-Q
                         for  the  period ended June 30, 2001 (File No.
                         0-22167), and any amendments thereto.

                  (iii)  The Registrant's  Proxy Statement on  Schedule
                         14A  for  the  Annual  Meeting of Stockholders
                         held on May 24,  2001 (File  No. 0-22167), and
                         any amendments thereto.

               (c)  The  description of  the Registrant's  Common Stock
                    contained    in   the   Registrant's   Registration
                    Statement on Form 8-A  filed with the Commission on
                    February  21,  1997  and  any amendment  or  report
                    filed  with  the  Commission  for  the  purpose  of
                    updating such description.


<PAGE>

          In addition,  all documents filed  by the Registrant with the
     Commission pursuant  to Section 13(a), 13(c), 14 or 15  (d) of the
     Exchange  Act after the  date of  this Registration  Statement and
     prior to  the termination  of the offering  shall be deemed  to be
     incorporated by reference into  this Registration Statement and to
     be  a part hereof  from the date  of the  filing of  such document
     with  the Commission.    Any  statement  contained in  a  document
     incorporated by reference herein  shall be deemed  to be  modified
     or superseded  for purposes of the  Registration Statement to  the
     extent   that  a  statement  contained  herein  or  in  any  other
     subsequently  filed document  which also  is or  is  deemed to  be
     incorporated  by  reference herein  modifies  or  supersedes  such
     statement.  Any statement  so modified or superseded shall not  be
     deemed, except as so modified or superseded, to  constitute a part
     of the Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.  The  class of  securities to  be offered  is
     registered under Section 12 of the Exchange Act.


     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  145  of the  Delaware  General  Corporation Law,  as
     amended,  provides that  a  corporation  shall have  the  power to
     indemnify any person who was or is a party  or is threatened to be
     made a  party to any  threatened, pending  or completed action  or

                                     -4-

<PAGE>


     proceeding,   whether    civil,   criminal,   administrative    or
     investigative, by  reason  of  the  fact  that  he  is  or  was  a
     director, officer, employee or  agent of the corporation or is  or
     was serving at is request in such capacity  in another corporation
     or  business association,  against expenses  (including attorneys
     fees), judgments,  fines and amounts  paid in  settlement actually
     and reasonably  incurred by  him in  connection with  such action,
     suit or proceeding if  he acted in  good faith and in a  manner he
     reasonably believed to be in or not opposed to  the best interests
     of the  corporation, and with  respect to  any criminal action  or
     proceeding,  had no  reasonable cause  to believe  his conduct was
     unlawful.

          Section 102(b)(7)  of the  Delaware General Corporation  Law,
     as amended,  permits a  corporation to provide in  its certificate
     of incorporation that a  director of the corporation shall not  be
     personally  liable  to the  corporation  or  its stockholders  for
     monetary  damages for  breach  of fiduciary  duty as  a  director,
     except for liability (i) for any  breach of the director s duty of
     loyalty to the corporation  or its stockholders, (ii) for acts  or
     omissions  not  in  good  faith   or  which  involve   intentional
     misconduct or a knowing violation of law, (iii)  under Section 174
     of  the  Delaware  General  Corporation  Law,  or  (iv)   for  any
     transaction from which the director  derived an improper  personal
     benefit.

          Articles EIGHTH and NINTH  of the Registrant's certificate of
     incorporation provide  for the  elimination of personal  liability
     of  a  director for  breach  of  fiduciary duty  as  permitted  by
     Section 102(b)(7) of the Delaware General Corporation Law.

          Article   VII  of  the   Registrant's  by-laws,  as  amended,
     provides  that  the  Registrant   shall  indemnify  directors  and
     officers to the fullest  extent permitted by  the Delaware General
     Corporation Law.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


<PAGE>


     ITEM 8. EXHIBITS.


         The exhibits  filed as  part of  this Registration  Statement
     are as follows:

       EXHIBIT
       NUMBER            DESCRIPTION
       -------           --------------------

        4.1              Articles   of    Incorporation   of    Euronet
                         Worldwide,  Inc.,  (Incorporated  by reference
                         to  Exhibit 3.1  of the  Registrant's Form S-1
                         Registration   Statement    filed   with   the
                         Commission  on  December 18,  1996  (File  No.
                         333-18121)).

        4.2              Bylaws    of     Euronet    Worldwide,    Inc.
                         (Incorporated by  reference to  Exhibit 3.2 of
                         the Company's  Registration Statement on  Form
                         S-1  dated December  18, 1996  (File  No. 333-
                         18121)).

        4.3              Form  of Certificate  of  Common Stock  of the
                         Registrant  (Incorporated   by  reference   to
                         Exhibit  4.1  of  the  Registrant's  Form  S-1
                         Registration   Statement    filed   with   the
                         Commission  on  December  18,  1996 (File  No.
                         333-18121)).


                                   -5-


<PAGE>


        4.4*             Euronet Services, Inc.  401(k) Plan.

        4.5*             Amendment No. 1 to the Euronet Services, Inc.
                         401(K) Plan

        4.6*             Euornet Services, Inc. Salary Deferral Plan
                         and Trust Agreement Adoption Agreement

        4.7*             Amendment No. 2 to the Euronet Services, Inc.
                         401(K) Plan

        4.8*             Amendment No. 3 to the Euronet Services, Inc.
                         401(K) Plan

        5.1*             Opinion of Friday, Eldredge & Clark, LLP.

        23.1*            Consent  of  Friday,  Eldredge  &  Clark,
                         LLP.

        23.2*            Consent of KPMG Polska Sp.  z o.o.

        24.1*            Powers of Attorney (included as part of the
                         signature page hereto).

     ------------------
     *Filed herewith.

     ITEM 9. UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          A.   (1) To  file, during any period in which offers or sales
     are being  made, a  post-effective amendment to  this Registration
     Statement to include  any material information with respect to the
     plan  of distribution not previously disclosed in the Registration
     Statement  or any  material  change  to such  information  in  the
     Registration Statement.


               (2)  That, for  the purpose of determining any liability
     under  the  Securities  Act,  each  such  post-effective amendment
     shall  be deemed to  be a  new registration statement  relating to
     the  securities   offered  herein,   and  the  offering   of  such
     securities at that  time shall be  deemed to  be the initial  bona
     fide offering thereof.

               (3)    To  remove  from  registration  by  means  of   a
     post-effective  amendment any of  the securities  being registered
     which remain unsold at the termination of the offering.

          B. The  undersigned  Registrant hereby  undertakes that,  for
     purposes of  determining any  liability under the  Securities Act,
     each filing of  the Registrant's annual report pursuant to Section
     13  (a)  or  Section  15  (d)  of  the  Exchange  Act  (and  where
     applicable,  each  filing  of an  employee  benefit  plan's annual
     report pursuant  to Section  15(d) of  the Exchange  Act) that  is
     incorporated by  reference in the  Registration Statement shall be
     deemed  to  be  a  new  registration  statement  relating  to  the
     securities offered  therein, and  the offering of  such securities
     at that time shall  be deemed to be the initial bona fide offering
     thereof.


<PAGE>


          C.  Insofar as indemnification  for liabilities arising under
     the Securities  Act may  be permitted to  directors, officers  and
     controlling persons  of the  Registrant pursuant to  the foregoing
     provisions, or  otherwise, the Registrant has been advised that in
     the  opinion  of  the Commission  such indemnification  is against
     public  policy  as  expressed  in  the  Securities  Act,  and  is,
     therefore   unenforceable   in   the  event   that  a   claim  for
     indemnification  against such liabilities  (other than the payment
     by the Registrant of  expenses incurred by a  director, officer or
     controlling person of the Registrant  in the successful defense of
     any  action, suit  or proceeding)  is asserted  by such  director,
     officer or  controlling person  in connection with  the securities
     being registered, the  Registrant will,  unless in the opinion  of
     its counsel the matter  has been settled by controlling precedent,
     submit  to a  court of  appropriate jurisdiction  the  question of
     whether such  indemnification by it is  against public policy  and
     as expressed  in the Securities  Act and will  be governed by  the
     final adjudication of such issue.


                                   -6-

<PAGE>
                                 SIGNATURES
                                 ----------

          Pursuant to the requirements  of the Securities  Act of 1933,
     as  amended,  the  Registrant certifies  that  it  has  reasonable
     grounds to  believe  that it  meets all  of the  requirements  for
     filing  on  Form  S-8  and  has  duly  caused  this   Registration
     Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
     undersigned, thereunto  duly approved,  in  the  City of  Leawood,
     State of Kansas, on the 17th day of October, 2001.

                                        EURONET WORLDWIDE, INC.


                                        By:  Daniel R. Henry
                                           ----------------------------
                                             Daniel R. Henry
                                             Chief Operating Officer


          KNOW  ALL MEN  BY  THESE  PRESENTS, that  each  person  whose
     signature appears  below hereby  constitutes and appoints  Michael
     J.   Brown   and   Daniel   R.   Henry   his   true   and   lawful
     attorneys-in-fact,  each   acting  alone,  with   full  powers  of
     substitution  and resubstitution, for  him and  in his name, place
     and  stead,  in  any  and  all  capacities  to  sign  any  or  all
     amendments,  including  any  post-effective  amendments,  to  this
     Registration  Statement,  and  to  file  the same,  with  exhibits
     thereto, and  other documents  in connection  therewith, with  the
     Securities and Exchange Commission, granting unto said  attorneys-
     in-fact and  agents full  power and  authority to  do and  perform
     each and every  act and thing  requisite and necessary to  be done
     in and  about the premises,  as fully to all  intents and purposes
     as  he  might or  could do  in  person, and  hereby ratifying  and
     confirming all that  said attorneys-in-fact or their  substitutes,
     each acting alone, may  lawfully do or cause to be done by  virtue
     hereof.

          Pursuant to the  requirements of the Securities Act of  1933,
     this Registration  Statement on Form  S-8 has  been signed by  the
     following persons in their capacities and on the dates indicated.


<PAGE>

               SIGNATURE                          TITLE
               ---------                          -----


         Michael J. Brown
     --------------------------          Chief Executive Officer and President
         Michael J. Brown                (Principal  Executive Officer)


         Daniel R. Henry
     --------------------------          Director and Chief Operating Officer
         Daniel R. Henry


         Steven J. Buckley
     --------------------------          Director
         Steven J. Buckley


         Eriberto R. Scocimara
     --------------------------          Director
         Eriberto R. Scocimara


         Thomas A. McDonnell
     --------------------------          Director
         Thomas A. McDonnell


         Jeanine Strandjord
     --------------------------          Director
         Jeanine Strandjord


         Kendall Coyne
     --------------------------          Chief Finacial Officer
         Kendall Coyne                   (Principal Financial and Accouning
                                         Officer)

                                   -7-

<PAGE>


                               EXHIBIT INDEX
                               -------------

          EXHIBIT
          NUMBER                        DESCRIPTION
          -------                       -----------

          4.1            Articles   of    Incorporation   of    Euronet
                         Worldwide,  Inc., (Incorporated  by  reference
                         to Exhibit  3.1 of  the Registrant's  Form S-1
                         Registration   Statement   filed   with    the
                         Commission  on  December 18,  1996  (File  No.
                         333-18121)).

          4.2            Bylaws    of    Euronet    Worldwide,     Inc.
                         (Incorporated  by reference  to Exhibit 3.2 of
                         the Company's  Registration Statement on  Form
                         S-1  dated December  18, 1996  (File No.  333-
                         18121)).

          4.3            Form of  Certificate of  Common  Stock of  the
                         Registrant  (Incorporated   by  reference   to
                         Exhibit  4.1  of  the  Registrant's  Form  S-1
                         Registration   Statement   filed   with    the
                         Commission  on  December  18, 1996  (File  No.
                         333-18121)).

          4.4*           Euronet Services, Inc. 401(k) Plan.


          4.5*           Amendment No. 1 to the Euronet Services, Inc.
                         401(K) Plan

          4.6*           Euornet Services, Inc. Salary Deferral Plan
                         and Trust Agreement Adoption Agreement

          4.7*           Amendment No. 2 to the Euronet Services, Inc.
                         401(K) Plan

          4.8*           Amendment No. 3 to the Euronet Services, Inc.
                         401(K) Plan

          5.1*           Opinion of Friday, Eldredge & Clark, LLP.

          23.1*          Consent  of  Friday,  Eldredge  &  Clark,
                         LLP.

          23.2*          Consent of KPMG Polska Sp.  z o.o.

          24.1*          Powers of Attorney (included as part of the
                         signature page hereto).

     -----------------
     *Filed herewith.

                                   -8-

<PAGE>
                                                       Exhibit 4.4




                           PLAN AND TRUST AGREEMENT

                           FRIDAY, ELDREDGE & CLARK
                               VOLUME SUBMITTER
                      DEFINED CONTRIBUTION PLAN AND TRUST

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

                               TABLE OF CONTENTS


      I.        DEFINITIONS    . . . . . . . . . . . . . . . . . . . .  1

      II.       ELIGIBILITY AND PARTICIPATION  . . . . . . . . . . . . 10

      III.      CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . 11

      IV.       RETIREMENT BENEFITS  . . . . . . . . . . . . . . . . . 23

      V.        DEATH BENEFITS   . . . . . . . . . . . . . . . . . . . 24

      VI.       TERMINATION OF SERVICE   . . . . . . . . . . . . . . . 25

      VII.      DISTRIBUTION OF BENEFITS AND CLAIMS FOR BENEFITS   . . 27

      VIII.     LIMITATIONS ON ALLOCATIONS   . . . . . . . . . . . . . 43

      IX.       SPECIAL TOP HEAVY RULES    . . . . . . . . . . . . . . 50

      X.        PLAN LOANS   . . . . . . . . . . . . . . . . . . . . . 52

      XI.       PORTABILITY OF BENEFITS  . . . . . . . . . . . . . . . 55

      XII.      INVESTMENT IN INSURANCE CONTRACT   . . . . . . . . . . 56

      XIII.     ADMINISTRATION OF EMPLOYER'S PLAN  . . . . . . . . . . 57

      XIV.      CREATION OF TRUST AND TRUSTEE RESPONSIBILITIES . . . . 60

      XV.       TRUST FUND VALUATION   . . . . . . . . . . . . . . . . 66

      XVI.      GENERAL PROVISIONS RELATING TO EMPLOYER'S PLAN   . . . 67

      XVII.     GENERAL PROVISIONS RELATING TO THE PROTOTYPE
                VARIABLE PLAN AND TRUST AGREEMENT  . . . . . . . . . . 71

<PAGE>
                            ARTICLE I.  DEFINITIONS


         As used  in this Plan  and  Trust Agreement, the  following terms
      shall  have the  meaning hereinafter  set forth,  unless a different
      meaning is plainly required by the context:

         1.1  "Adoption Agreement"  shall  mean  the  supplement  to  this
      agreement under which the Employer  selects various options relating
      to the basic provisions of the  Plan.  For purposes of this Plan, an
      Employer  shall be entitled to  delete the options that do not apply
      to it and  may make up  to three (3) revisions  and/or modifications
      to  the Adoption  Agreement itself  as long  as such  changes do not
      discriminate  in favor  of  Highly  Compensated  Employees and  such
      revisions  are approved  by  the  appropriate  Key District  of  the
      Internal Revenue Service where the Plan is  ultimately submitted for
      a favorable determination letter.  A copy of the Adoption  Agreement
      is attached and made a part of this Plan and Trust.

         1.2  "Account"  shall  mean  the  separate  accounts created  and
      maintained for  a Participant under the  Employer's Plan.   Separate
      Accounts shall be established  for Employer Contributions,  Elective
      Deferrals,   Matching  Contributions   and  Qualified   Non-elective
      Contributions.

         1.3  "Age" shall mean the Employee's age at his last birthday.

         1.4  "Beneficiary" shall mean  any individual(s) or legal  entity
      designated to receive any  death benefit arising under the Plan  and
      Trust upon  the death of  a Participant  or, in the absence  of such
      designation, by the terms of the Plan contained hereinafter.

         1.5  "Code"  shall mean  the Internal  Revenue  Code of  1986, as
      amended.

         1.6  "Compensation" means  compensation as  that term  is defined
      in Section 8.5(b)  which is the  amount which is  reportable in  the
      "Wages, Tips and Other  Compensation" Box on the Employee's Form  W-
      2.    For  any self-employed  individual  covered  under  the  Plan,
      compensation will  mean Earned Income.   Compensation  shall include
      only  that  compensation  which  is actually  paid  to  the Employee
      during the  Plan Year.  Compensation  shall also include any  amount
      which is contributed by the Employer pursuant to a Salary  Reduction
      Agreement  and which  is not includible  in the gross  income of the
      employee under Code   125, 402(e)(3), 402(h) or 403(b).

<PAGE>

         For   years  beginning  after   December  31,  1988,  the  annual
      compensation of each  Participant taken into account under the  Plan
      for any Plan Year shall not exceed $200,000.  This limitation  shall
      be adjusted  by the  Secretary at  the same  time  and  in the  same
      manner as  under Code  415(d),  except that the  dollar increase  in
      effect on  January 1 of  any calendar  year is  effective for  years
      beginning in  such calendar  year and  the first  adjustment to  the
      $200,000  limitation is  effected on  January 1,  1990.   If a  Plan
      determines compensation  on a  period  of time  that contains  fewer
      than 12  calendar months, then the  annual compensation limit is  an

                       (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -2-

<PAGE>

      amount equal to the annual compensation limit for the calendar  year
      in which  the compensation  period begins  multiplied  by the  ratio
      obtained by dividing the number  of full months in the period by 12.
      In  determining the  compensation of  a Participant for  purposes of
      this limitation, the  rules of  Code  414(q)(6) shall apply,  except
      in applying  such rules, the  term "family" shall  include only  the
      spouse  of  the  Participant  and  any  lineal  descendants  of  the
      Participant who have  not attained age  19 before  the close of  the
      year.   If,  as  a  result  of the  application  of  such rules  the
      adjusted $200,000 limitation is exceeded,  then (except for purposes
      of  determining the portion  of compensation  up to  the integration
      level  if   this  Plan  provides   for  permitted   disparity),  the
      limitation  shall be  prorated  among  the  affected individuals  in
      proportion  to each  such  individual's compensation  as  determined
      under this Section prior to the application of this  limitation.  If
      compensation  for any  prior  Plan Year  is  taken into  account  in
      determining an  Employee's allocations or  benefits for  the current
      year,  the  compensation for  such  prior  year is  subject  to  the
      applicable annual compensation limit  in effect for that prior year.
      For this  purpose, for years beginning  before January 1, 1990,  the
      applicable annual compensation limit is $200,000.

         In addition  to other applicable  limitations set  forth in  the
      plan, and  notwithstanding any other  provision of the  plan to  the
      contrary, for plan years beginning on or  after January 1, 1994, the
      annual compensation  of each employee taken  into account under  the
      plan shall not exceed  the OBRA '93 annual compensation limit.   The
      OBRA '93 annual compensation  limit is $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.
      If a  determination period  consists of  fewer than  12 months,  the
      OBRA  '93  annual  compensation  limit  will  be  multiplied  by   a
      fraction, the numerator  of which  is the  number of  months in  the
      determination period, and the denominator of which is 12.

<PAGE>

         For  plan years  beginning  on  or after  January  1, 1994,  any
      reference  in this  plan to the limitation  under section 401(a)(17)
      of the  Code shall mean the  OBRA '93 annual  compensation limit set
      forth  in  this   provision.     If  compensation   for  any   prior
      determination  period  is  taken  into  account  in  determining  an
      employee's  benefits  accruing  in  the   current  plan  year,   the
      compensation for  that prior determination  period is subject to the
      OBRA  '93  annual  compensation  limit  in  effect  for  that  prior
      determination period.  For this  purpose, for determination  periods
      beginning before  the first day of the first plan  year beginning on
      or after January 1, 1994, the OBRA '93 annual compensation limit  is
      $150,000.

         1.7  "Distributee" means  an Employee  or  former  Employee.   In
      addition, the Employee's or former  Employee's surviving spouse  and
      the Employee's or former  Employee's spouse or former spouse who  is
      an  alternate payee under  a qualified  domestic relations order, as
      defined in  Code   414(p),  are  distributees  with  regard  to  the

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -3-

<PAGE>

      interest of  the Employee  or former  Employee unless  such interest
      has been appropriately waived by the spouse or former spouse.

         1.8  "Earned Income"  means the net earnings from self-employment
      in  the  trade  or business  with  respect  to  which  the  Plan  is
      established, for which  personal services  of the  individual are  a
      material income-producing factor.  Net  earnings will be  determined
      without  regard  to items  not  included  in gross  income  and  the
      deductions allocable  to such items.   Net earnings  are reduced  by
      contributions by  the Employer  to a  qualified plan  to the  extent
      deductible  under Section  404 of the  Code.  Net  earnings shall be
      determined with regard to  the deduction allowed to the Employer  by
      Code  164(f) for taxable years beginning after December 31, 1989.

         1.9  "Effective  Date" means  the date  set  out in  the Adoption
      Agreement on which an Employer's  Plan became originally  effective,
      or as amended.

         1.10     "Eligible   Retirement   Plan"  means   an   individual
      retirement  plan which  is either  an individual  retirement account
      described  in  Code   408(a)  or  an  individual  retirement annuity
      (other than  an endowment contract) described  in Code  408(b) or  a
      qualified  plan  described  in  Code   401(a)  or  an  annuity  plan
      described  in Code   403(a).   However, in  the case  of an eligible
      rollover  distribution   to  the   surviving  spouse,  an   eligible
      retirement  plan means  either an  individual retirement  account or
      individual retirement annuity.

         1.11     "Eligible Rollover Distribution" means any distribution
      of all  or any portion  of the balance to the  credit of an employee
      in a qualified plan except for:

              (a) Any  distribution   that  is   one  of   a  series   of
              substantially   equal  periodic   payments  made  (not  less
              frequently  than  annually)  over  the   life  or  the  life
              expectancy  of  the  Employee (or  the  joint  lives of  the
              Employee  and  the Employee's  designated beneficiary)  or a
              specific period of ten years or more;

              (b) Any  distribution to  the  extent  the distribution  is
              required  under  Code   401(a)(9)  relating  to the  minimum
              distribution requirements;

<PAGE>
              (c) The  portion of any distribution that is not includible
              in gross income (determined without  regard to the exclusion
              for   net   unrealized   appreciation  described   in   Code
               402(e)(4)); or

              (d) Any  distribution to a beneficiary who is someone other
              than the spouse of the Participant and/or Employee; or

              (e) Any   other  amounts,   including  certain   corrective
              payments and  deemed distributions,  as specified under  the
              applicable regulations issued under Code  402.



                         (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -4-

<PAGE>

         1.12     "Employee"  means any  person who is characterized  as a
      common  law employee  of the  Employer under  Arkansas law  and  any
      Self-Employed Individual.

         The  term  Employee  shall  include  any  employee  of a  member
      corporation  of  a  controlled  group  of  corporations  (within the
      meaning of Code  414(b))  or of an affiliated service group  (within
      the  meaning of Code  414(m)) of which the Employer  is a member, or
      of a  member  of an  incorporated or  unincorporated employer  under
      common  control  with  the  Employer  (within  the  meaning of  Code
       414(c)) and  any other entity  required to be  aggregated with  the
      Employer pursuant  to Code  414(o)  and the  regulations thereunder.
      The term Employee shall  also include any leased employee deemed  to
      be an  employee of any employer  described in the previous  sentence
      as provided in Code   414(n) or (o).

         1.13     "Employer"   means   any  Employer   or   Self-Employed
      Individual which  adopts this plan by  the execution of an  Adoption
      Agreement.   Employer shall also  mean any Related  Employer to  the
      Employer,  if  the  name of  the  Related  Employer  is  entered  on
      Paragraph 1.1  of the  Adoption Agreement and  the Related  Employer
      adopts the  Employer's Plan  by  executing  an additional  signature
      page to the Adoption Agreement.

         1.14     "Employer Contribution  Account" means  the Account  to
      which  the  Trustee  shall  credit   Employer  contributions     and
      forfeitures (other  than Elective Deferrals, Matching  Contributions
      and Qualified  Non-elective Contributions), if  any, made  on behalf
      of  such  Participant  and  the  earnings  thereon.    The  Matching
      Contribution Account  shall be  treated as  a part  of the  Employer
      Contribution Account  if Matching Contributions  are subject  to the
      vesting  schedule as  provided in  Paragraph 3.7(c)  of the Adoption
      Agreement.

         1.15     "Employer's  Plan"   means  the  Plan  as   stated  and
      established in  the Adoption  Agreement  of  a particular  Employer.
      Any reference to the Adoption Agreement shall be deemed a  reference
      to Employer's Plan.

         1.16     "Entry Date"  shall mean  the dates  designated in  the
      Adoption  Agreement upon  which an  eligible Employee  may enter the
      Plan.

<PAGE>

         1.17     "ERISA"  shall  mean  the  Employee  Retirement  Income
      Security Act of 1974, as amended.

         1.18     "Highly Compensated  Employee" shall  mean and  include
      highly  compensated active  employees and  highly compensated former
      employees.    A  highly  compensated  active  employee  includes any
      Employee  who   performs  service  for   the  Employer   during  the
      determination year and who, during the look-back year:

              (a) received  compensation from the  Employer in  excess of
              $75,000 (as adjusted pursuant to Code  415(d));


                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -5-

<PAGE>

              (b) received  compensation from  the Employer in  excess of
              $50,000  (as adjusted pursuant  to Code   415(d)) and  was a
              member of the top-paid group for such year; or

              (c) was   an  officer   of   the   Employer  and   received
              compensation  during  such  year  that  is  greater  than 50
              percent  of the dollar limitation then in  effect under Code
               415(b)(1)(A).

         The  term  Highly  Compensated  Employee  also  includes:    (1)
      Employees who  are both described in  the preceding sentence if  the
      term  "determination year"  is substituted  for the  term "look-back
      year"  and the Employee is one of the 100 employees who received the
      most compensation from the Employer  during the determination  year;
      and  (2) employees who are  5 percent owners  at any time during the
      look-back year or determination year.

         If no officer has satisfied the compensation  requirement of (c)
      above during  either a  determination  year or  look-back year,  the
      highest  paid officer for  such year  shall be  treated as  a Highly
      Compensated Employee.

         For this purpose, the determination year shall be the Plan Year.
      The  look-back year  shall be  the  twelve month  period immediately
      preceding the determination year.

         A highly compensated  former employee includes any  Employee who
      separated from  service (or was deemed  to have separated) prior  to
      the determination year, performs no service  for the Employer during
      the  determination  year,  and  was   a  highly  compensated  active
      employee  for either  the separation year or  any determination year
      ending on or after the Employee's 55th birthday.

<PAGE>

         If  an Employee  is, during  a determination  year  or look-back
      year,  a family member of either  a 5 percent owner who is an active
      or former employee  or a Highly Compensated  Employee who is  one of
      the 10  most highly  compensated employees  ranked on  the basis  of
      compensation paid by the Employer during such year, then the  family
      member  and  the  5 percent  owner  or  top-ten  highly  compensated
      employee  shall be  aggregated  and shall  be  treated as  a  single
      Employee receiving compensation  and plan contributions  or benefits
      equal to the sum of such compensation and contributions or  benefits
      of  the  family  member  and  5  percent  owner  or  top-ten  highly
      compensated  employee.   For purposes  of this  paragraph, the  term
      family   member   includes  the   spouse,   lineal   ascendants  and
      descendants of  the Employee or former  Employee and the spouses  of
      such lineal ascendants and descendants.

         The  determination  of  who is  a  Highly  Compensated Employee,
      including  the  determinations  of  the   number  and  identity   of
      Employees in the top-paid  group, the top 100 Employees, the  number
      of  Employees  treated  as officers  and  the  compensation  that is
      considered, will  be made in  accordance with Code   414(q) and  the
      regulations thereunder.

         1.19     "Hour of Service" shall mean:

                        (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -6-
<PAGE>


              (a) Each hour for which an employee is paid, or entitled to
      payment, for  the performance  of duties  for the  Employer.   These
      hours shall be credited  to the employee for the computation  period
      or periods in which the duties are performed; and

              (b) Each hour for which an employee is paid, or entitled to
      payment, by  the Employer  on  account of  a period  of time  during
      which  no  duties  are  performed   (irrespective  of  whether   the
      employment  relationship has  terminated) due to  vacation, holiday,
      illness,   incapacity  (including  disability)  layoff,  jury  duty,
      military duty  or leave  of absence.   No  more  than  501 hours  of
      service  shall be  credited  under  this paragraph  for  any  single
      continuous period  (whether or not  such period occurs  in a  single
      computation  period).     Hours  under   this  paragraph   shall  be
      calculated  and credited  pursuant  to  section  2530.200b-2 of  the
      Department  of Labor  Regulations which  are incorporated  herein by
      this reference; and

              (c) Each  hour   for  which   back  pay,   irrespective  of
      mitigation  of  damages, is  either  awarded  or agreed  to  by  the
      Employer.   The same  hours of service  shall not  be credited  both
      under  paragraph (a) or paragraph (b), as the case may be, and under
      this paragraph (c).   These hours shall  be credited to the employee
      for  the  computation  period or  periods  to  which  the  award  or
      agreement  pertains rather than the computation period  in which the
      award, agreement or payment is made.

              (d) For  all purposes  of this Plan,  all hours  of service
      will be credited with  other members of an affiliated service  group
      (as defined  in Code   414(m)), a controlled  group of  corporations
      (as defined in Code   414(b)), or a group  of trades, or  businesses
      (whether or not  incorporated) under  common control (as defined  in
      Code   414(c))  of which  the Employer  is a  member, and  any other
      entity required to be aggregated with the Employer pursuant to  Code
       414(o) and the regulations thereunder.  Hours of Service will  also
      be credited  for any individual  considered an employee for purposes
      of this Plan under Code  414(n) or Code  414(o)  and the regulations
      thereunder.

<PAGE>

              (e) Solely for  purposes of determining whether  a One-Year
      Break in Service, as defined in Section 1.24, for participation  and
      vesting  purposes   has  occurred  in   a  computation   period,  an
      individual  who  is  absent from  work  for  maternity  or paternity
      reasons  shall receive  credit  for  hours of  service  which  would
      otherwise  have  been  credited  to  such individual  but  for  such
      absence,  or in any case  in which such  hours cannot be determined,
      eight hours of  service per day  of such absence.   For  purposes of
      this  paragraph, an  absence from  work for  maternity or  paternity
      reasons  means an  absence (1)  by reason  of the  pregnancy of  the
      individual,  (2) by reason of a birth of a  child of the individual,
      (3) by  reason of the  placement of  a child with the  individual in
      connection with  the adoption of such  child by such individual,  or
      (4) for  purposes of caring  for such child  for a  period beginning
      immediately following  such birth or placement. The hours of service
      credited  under  this  paragraph   shall  be  credited  (1)  in  the
      computation period in which  the absence begins if the crediting  is

                       (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -7-
<PAGE>

      necessary  to prevent a  break in service in that  period, or (2) in
      all other cases, in the following computation period.

         1.20     "Joint  and Survivor Annuity" shall mean an annuity for
      the life of the Participant with a survivor annuity  for the life of
      the  Participant's spouse  which  is  not  less than  one-half,  nor
      greater than,  the amount of  the annuity payable  during the  joint
      lives of  the Participant  and the Participant's  spouse. The  joint
      and  survivor annuity will  be the  amount of  benefit which  can be
      purchased with the Participant's Account Balance.

         1.21     "Leased  Employee"  means  any person  (other  than  an
      employee of the recipient) who pursuant to an agreement between  the
      recipient  and  any   other  person  ("leasing  organization")   has
      performed  services  for the  recipient  (or  for the  recipient and
      related persons determined in accordance with Code   414(n)(6)) on a
      substantially full  time basis  for a period  of at least  one year,
      and such services are of a type historically performed by  employees
      in the business field  of the recipient employer.  Contributions  or
      benefits provided  a leased  employee  by  the leasing  organization
      which  are attributable  to  services  performed  for the  recipient
      employer shall be treated as provided by the recipient employer.

         A leased  employee shall  not be considered  an employee  of the
      recipient  if: (i)  such employee  is covered  by a  money  purchase
      pension plan  providing: (a) a  nonintegrated employer  contribution
      rate of  at least  10 percent of  compensation, as  defined in  Code
       415(c)(3), but including amounts contributed  pursuant to a  salary
      reduction agreement which are excludable  from the employee's  gross
      income under  Code   125,  402(e)(3),  402(h)(1)(B)  or 403(b),  (2)
      immediate  participation, and  (3) full  and immediate  vesting; and
      (b) leased employees do  not constitute more than 20 percent of  the
      recipient's nonhighly compensated workforce.

         1.22     "Maximum Integration Rate" is equal to the lesser of:

              (a) 5.7% if the Integration Level specified in the Adoption
      Agreement is equal to  the Taxable Wage Base (the maximum amount  of
      earnings  considered  wages  under  Code    3121(a)(1)  as  of   the
      beginning of the Plan Year), or


<PAGE>
              (b) the applicable percentage determined as follows:

                  (1)  If  the Integration Level specified in the Adoption
                       Agreement is less than the greater of:

                       (i) $10,000 or

                       (ii)     20% of the Taxable Wage Base,

                       then 5.7%.

                  (2)  If the  Integration Level specified in the Adoption
                       Agreement is greater than the greater of:

                       (i) $10,000 or

                        (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -8-
<PAGE>

                       (ii)     20% of  the Taxable  Wage  Base, but  less
                                than 80% of the Taxable Wage Base,

                       then 4.3%.

                  (3)  If the Integration  Level specified in the Adoption
                       Agreement is greater than 80%  of the Taxable  Wage
                       Base,  but less  than the  Taxable Wage  Base, then
                       5.4%.

         1.23     "Normal  Retirement Age" shall  mean the  attainment of
      the  age or  length  of  service requirement,  whichever  is  later,
      specified  in  the Adoption  Agreement. If  the Employer  enforces a
      mandatory retirement age,  the Normal  Retirement Age is the  lesser
      of  that  mandatory  age  or  the  age  specified  in  the  Adoption
      Agreement.

         1.24     "One-Year  Break  in  Service" means  a  12-consecutive
      month period (computation period) during  which the Participant  has
      not completed more than five hundred (500) Hours of Service.

         1.25     "Owner  Employee" means  an individual  who  is a  sole
      proprietor, or who  is a partner owning  more than ten percent (10%)
      of either the capital or profits interest of the partnership.

         1.26     "Participant"  means an  Employee who  is not  excluded
      from  participation  pursuant  to  Paragraph  1.2  of  the  Adoption
      Agreement and has  satisfied the Eligibility requirements  specified
      in  Article II of the Adoption Agreement.  An  Employee of a Related
      Employer shall  not be eligible to  become a Participant unless  the
      Related  Employer  is  entered  in Paragraph  1.1  of  the  Adoption
      Agreement and the Related Employer adopts the Employer's Plan.

         1.27     "Plan  Year"  shall  coincide  with  the  twelve   (12)
      consecutive month period as indicated in the Adoption Agreement.

         1.28     "Related Employers" shall  mean any member  corporation
      of a  controlled group of corporations  (within the meaning of  Code
       414(b)) or  of an affiliated service  group (within the meaning  of
      Code  414(m)) of which the  Employer is a member, or of a member  of
      an incorporated  or  unincorporated  employer under  common  control
      with  the Employer  (within the  meaning of  Code  414(c))  and  any
      other entity required to  be aggregated with  the Employer  pursuant
      to Code  414(o) and the regulations thereunder.

<PAGE>

         1.29     "Self-Employed Individual" means an  individual who has
      Earned Income for  the taxable year from  the trade or  business for
      which the  Plan is established; also,  an individual who would  have
      had  Earned Income but  for the fact that the  trade or business had
      no net profits for the taxable year.

         1.30     "Shared Employee" shall mean  an individual who  during
      the  Plan  Year,  (a) performs  services  as  an  Employee  for  the
      Employer and for one or  more other sharing employers at one or more
      shared business  premises of such employing  persons or one or  more
      common locations,  and (b)  performs services  for  the Employer  at

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -9-
<PAGE>

      such  shared  premises  or  locations  which,  when  aggregated with
      services  performed  by other  Shared  Employees  of  the same  type
      equals or exceeds 1,000 Hours of Service.

         1.31     "Shareholder-Employee" means any employee or officer of
      an electing small business (Subchapter  S) corporation which  adopts
      this Plan who owns  (or is considered  as owning within the  meaning
      of  Code  318(a)(1))  on any  day  during  the taxable  year of  the
      Employer, more  than five percent (5%)  of the outstanding stock  of
      the  Employer.   Hours of  Service for  a Shared  Employee shall  be
      determined  based  on  the  Hours  of  Service  completed  with  the
      Employer and all other employers sharing the Shared Employee.

         1.32     "Sponsor" of this Volume Submitter Defined Contribution
      Plan means FRIDAY, ELDREDGE & CLARK.

         1.33     "Trust Fund" means  a fund established and  held by the
      Trustee to  which contributions  shall  be  deposited, the  earnings
      thereon  shall be  accumulated,  and  from which  plan benefits  and
      other distributions provided by the Plan shall be made.

         1.34     "Trustee"  means  the  person,  people  or  corporation
      holding  legal title  to  the assets  of the  Trust pursuant  to the
      terms of this Agreement and  who is appointed and  designated by the
      Employer in the Adoption Agreement.

         1.35     "Year   of    Service   for   Eligibility"    means   a
      12-consecutive  month period  (computation period)  during which  an
      Employee  has not less than the number of Hours  of Service with the
      Employer  required  pursuant  to  Paragraph   2.4  of  the  Adoption
      Agreement.

         1.36     "Year of  Service for  Vesting" means  a 12-consecutive
      month  period (computation period) during which an  Employee has not
      less than the number of  Hours of Service with the Employer required
      pursuant to Paragraph 5.3 of the Adoption Agreement.


<PAGE>

                  ARTICLE II.  ELIGIBILITY AND PARTICIPATION

         2.1  Eligibility on Re-employment of  a  Former  Participant.   A
      former  Participant  whose  employment  is  terminated  and  who  is
      thereafter rehired  by the Employer  shall be eligible  to become  a
      Participant   immediately  upon   reemployment.    If   an  Employee
      satisfies the age and  service requirements, but is not employed  on
      an  Entry Date, the  Employee will  become a Participant immediately
      upon reemployment.

         2.2  Eligibility  on Re-employment of a Former Employee Only.  In
      the case  of an  Employer who  has elected to  provide 100%  vesting
      after not more  than two (2) Years of Service, if any Employee has a
      One-Year   Break  in  Service  before   satisfying  the  eligibility
      requirements of the Employer's Plan, service before such break  will
      not be  taken into account upon  the reemployment of such  Employee.
      Notwithstanding the foregoing, in  the case of  a former Participant
      who  did  not  have  any  nonforfeitable   right  to  his   Employer

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -10-

<PAGE>

      Contribution Account,  Years of  Service  for  Eligibility before  a
      period of consecutive One-Year  Breaks in Service will not be  taken
      into  account in  computing Years  of Service  for Eligibility  upon
      reemployment if  the number of  One-Year Breaks in  Service in  such
      period equals or  exceeds the greater of  5 or the aggregate  number
      of  Years of  Service for  Eligibility.   Such aggregate  number  of
      Years  of Service  for Eligibility  will not  include any  Years  of
      Service for Eligibility disregarded under  the preceding sentence by
      reason of prior One-Year Breaks in Service.

         2.3  Eligibility Computation Period.        For    purposes    of
      determining Years of Service for Eligibility and One-Year Breaks  in
      Service  for  purposes  of  eligibility  (initial  participation  or
      re-entry under the  Plan), the eligibility computation period is the
      12-consecutive  month period  beginning  on  the  date the  Employee
      first performs an Hour of Service for the Employer.  The  succeeding
      12-consecutive-month  periods  shall commence  with  the  first Plan
      Year which  commences immediately prior  to the first anniversary of
      the date  the Employee  first performs  an Hour  of Service  for the
      Employer, regardless  of  whether the  Employee  is  entitled to  be
      credited with 1,000 Hours of Service during the initial  eligibility
      computation period.   An Employee who  is credited with 1,000  Hours
      of Service in  both the  initial eligibility computation period  and
      the first Plan Year  which commences immediately prior to the  first
      anniversary  of the  date the  Employee first  performs an  Hour  of
      Service for the Employer will be credited with two  Years of Service
      for Eligibility.


                          ARTICLE III.  CONTRIBUTIONS

         3.1  Timing of Contributions.     A   payment   of  an   Employer
      Contribution  made after  the close  of  an Employer's  taxable year
      shall be  considered to be  on account of  the Employer's  preceding
      taxable year  if either (a) the  Employer designates the payment  in
      writing  to the Plan  Administrator or Trustee  as a  payment of the
      contribution on  account of the  Employer's preceding  taxable year,
      or (b) the Employer claims  such payment as a  deduction on its  tax
      return for  such preceding taxable  year.  Any  such designation  or
      claim by the Employer shall be irrevocable.

<PAGE>

         3.2  Nondeductible  Employee Contributions.  This Plan  shall not
      accept   Nondeductible   Employee  Contributions   for  Plan   Years
      beginning  after  the Plan  Year  in  which this  plan  document  is
      adopted by  the  Employer.   Employee contributions  for Plan  Years
      beginning  after December 31, 1986, will be so limited so as to meet
      the  nondiscrimination   test  of   Code    401(m).     A   separate
      Nondeductible  Employee Contribution  Account will  be maintained by
      the  Trustee for  the nondeductible  employee contributions  of each
      Participant.  The  Trustee  will  have   the  same  investment   and
      accounting  responsibility with regard to the Nondeductible Employee
      Contribution  Account  as  it  does  with  regard  to  the  Employer
      Contribution  Account.    Participants shall  have  a nonforfeitable
      right  to the  amount in  their Nondeductible  Employee Contribution
      Account.    Subject  to Section  7.1,  relating  to  the  Joint  and
      Survivor Annuity requirements,  if applicable, a Participant  shall,

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -11-

<PAGE>

      upon written notice  to the Trustee, be  entitled to withdraw at any
      time the lesser of the dollar amount of his aggregate  nondeductible
      employee  contributions or  the current  value attributable  to such
      contributions.   No forfeitures will  occur solely as a  result of a
      Participant's  withdrawal of  nondeductible employee  contributions.
      Any  earnings  and  gains  on  nondeductible employee  contributions
      cannot  be   withdrawn  or  distributed   until  the   Participant's
      termination  of  service,  death,  disability   or  retirement.    A
      Participant who  is vested only in his Employee Contribution Account
      shall also be treated as a vested Participant.

         3.3  Deductible   Employee Contributions.  This  Plan  shall  not
      accept  Deductible  Employee   Contributions  for  a   taxable  year
      beginning  after December  31,  1986.   Contributions made  prior to
      that  date  will  be  maintained  by  the  Trustee  in  a   separate
      Deductible   Employee  Contribution   Account  for   the  deductible
      employee contributions  of each Participant.  The Trustee  will have
      the  same investment  and accounting  responsibility with  regard to
      the Deductible Employee Contribution  Account as it does with regard
      to the  Employer Contribution Account.   No part  of the  Deductible
      Employee  Contribution  Account  may  be   used  to  purchase   life
      insurance.   Participants  shall have a nonforfeitable  right to the
      amount in their Deductible Employee  Contribution Account.   Subject
      to  Section  7.1,  relating  to   the  Joint  and  Survivor  Annuity
      requirements, if applicable, a Participant may by  written notice to
      the  Trustee be entitled  to withdraw at  any time  any part  of the
      Deductible Contribution Account.


         3.4  Elective Deferrals.   This  Section  shall   apply  if  the
      Employer  has elected  to establish  a Cash or  Deferred Arrangement
      ("CODA") pursuant to the Adoption Agreement.


              (a) Election of Elective Deferrals.

<PAGE>


                  (1)  Definition   of  Elective   Deferrals.     Elective
      Deferrals shall mean any Employer contributions made to the Plan  at
      the election of the  Participant, in lieu of cash compensation,  and
      shall include  contributions made  pursuant  to  a salary  reduction
      agreement or other deferral mechanism.  With respect to any  taxable
      year, a Participant's Elective  Deferral is the sum of all  Employer
      contributions  made on  behalf of  such Participant  pursuant to  an
      election to  defer under  any qualified  CODA as  described in  Code
       401(k),  any   simplified   employee  pension   cash  or   deferred
      arrangement  as  described  in  Code   402(h)(l)(B),  any   eligible
      deferred compensation  plan under Code  457,  any plan as  described
      under  Code  501(c)(18), and  any Employer contributions made on the
      behalf of  a Participant  for the  purchase of  an annuity  contract
      under Code  403(b) pursuant to a salary reduction agreement.


                  (2)  Elective  Deferral  Account.    The   Participant's
      accrued benefit derived  from Elective Deferrals  is nonforfeitable.
      A  separate Account for  Elective Deferrals  will be  maintained for

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -12-

<PAGE>

      each Participant.  The Account will be credited with the  applicable
      contributions and earnings thereon.


                  (3)  Maximum Amount of Elective Deferrals.  A
      Participant's Elective  Deferrals  are  subject to  any  limitations
      imposed in Paragraph 3.6  of the Adoption Agreement and any  further
      limitations under  the Plan.  No  Participant shall be permitted  to
      have  Elective   Deferrals  made  under  this  Plan,  or  any  other
      qualified plan maintained by  the Employer, during any taxable year,
      in excess  of the  dollar limitation  contained in  Code  402(g)  in
      effect at the beginning of such taxable year.


                  (4)  Distribution of  Excess Elective Deferrals.  Excess
      Elective Deferrals  shall mean  those  Elective  Deferrals that  are
      includible in  a Participant's  gross income under  Code  402(g)  to
      the extent  such Participant's Elective Deferrals for a taxable year
      exceed the  dollar  limitation  under  such Code  Section.    Excess
      Elective Deferrals shall  be treated as  annual additions  under the
      Plan.   Excess Elective Deferrals  to be distributed  for a  taxable
      year will be reduced by  Excess Contributions previously distributed
      for the Plan Year  beginning in such taxable year.   Notwithstanding
      any other provision  of the  Plan, Excess  Elective Deferrals,  plus
      any income  and minus  any loss  allocable thereto  pursuant to  the
      Plan,  shall  be  distributed   no  later  than  April  15  to   any
      Participant  to  whose   account  Excess  Elective   Deferrals  were
      assigned  for the  preceding  year  and who  claims Excess  Elective
      Deferrals for such taxable  year.  A Participant  may assign to, and
      claim from,  this Plan any Excess  Elective Deferrals made during  a
      taxable  year of the Participant by notifying the Plan Administrator
      on or before April 15th of the following taxable  year of the amount
      of the  Excess Elective  Deferrals to  be assigned  to, and  claimed
      from, this  Plan.  Excess Elective  Deferrals shall be adjusted  for
      any income or loss up to the date of distribution.

              (b) Special Nondiscrimination Test  for Elective Deferrals.
      The Actual  Deferral Percentage  ("ADP")  for  Participants who  are
      Highly Compensated  Employees for  each Plan  Year and  the ADP  for
      Participants who are  not Highly Compensated Employees  ("Non-highly
      Compensated Employees") for the  same Plan Year must satisfy one  of
      the following tests:

<PAGE>

                  (1)  The   ADP   for   Participants   who   are   Highly
      Compensated Employees  for the Plan  Year shall not  exceed the  ADP
      for Participants  who are Non-highly  Compensated Employees  for the
      same Plan year multiplied by 1.25; or


                  (2)  The   ADP   for   Participants   who   are   Highly
      Compensated Employees for the Plan Year  shall not exceed the ADP of
      Participants who are Non-highly Compensated  Employees for the  same
      Plan Year multiplied by 2.0, provided that the ADP for  Participants
      who are  Highly Compensated Employees  does not exceed  the ADP  for


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -13-

<PAGE>


      participants who are Non-highly Compensated  Employees by more  than
      two (2) percentage points.


              (c) Rules Applicable to Special Nondiscrimination Test  for
      Elective Deferrals.


                  (1)  The ADP  for each  of the  two specified groups  of
      Participants  for  a Plan  year  means  the average  of  the  ratios
      (calculated separately for each Participant in such group) of:


                       (i) the amount of  Employer contributions actually
                           paid  over  to  the trust  on  behalf  of such
                           Participant for the Plan Year to


                       (ii)     the  Participant's  Compensation for  such
                                Plan Year  (whether  or  not the  Employee
                                was  a  Participant for  the  entire  Plan
                                Year).


      Employer contributions on behalf of any Participant shall include:


                       (i) any Elective  Deferrals made  pursuant to  the
                           Participant's  deferral   election,  including
                           Excess    Elective    Deferrals    of   Highly
                           Compensated Employees, but  excluding Elective
                           Deferrals  that are taken  into account in the
                           Contribution Percentage test (provided the ADP
                           test  is  satisfied  both   with  and  without
                           exclusion of these Elective Deferrals); and


                       (ii)     the   amount  of   Qualified  Non-elective
                                Contributions   and   Qualified   Matching
                                Contributions  under  this  Plan,  or  any
                                other plan maintained  by the  Employer as
                                provided  by regulations  under the  Code,
                                that are needed to meet  the ADP test  set
                                forth in subsection (b) above.

<PAGE>


      For purposes of computing Actual  Deferrals Percentages, an Employee
      who would  be a Participant  but for  the failure  to make  Elective
      Deferrals  shall be  treated as  a Participant  on whose  behalf  no
      Elective Deferrals are made.  Compensation shall be limited to  that
      amount   received  by   the  Participant   during  the   period  the
      Participant  is eligible  to make  Elective  Deferral Contributions.
      Elective  Deferrals will  be  taken  into account  for  purposes  of
      determining  the  ADP  of a  Participant  only  if  they  relate  to
      Compensation   that  either   would  have   been  received   by  the
      Participant in the  Plan Year (but for the deferral election) or was

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -14-

<PAGE>

      attributable  to services performed  during the  Plan Year and would
      have been received by the  Participant within 2 1/2 months after the
      close of the Plan Year (but for the deferral election).

                  (2)  The  ADP  for  any  Participant  who  is  a  Highly
      Compensated Employee  for the Plan Year  and who is eligible to have
      Elective  Deferrals  (and  Qualified Non-elective  Contributions  or
      Qualified Matching  Contributions, or both,  if treated  as Elective
      Deferrals  for purposes of  the ADP  test) allocated  to his  or her
      accounts under two or  more arrangements described  in Code  401(k),
      that  are maintained by the Employer, shall be determined as if such
      Elective Deferrals (and, if applicable, such Qualified  Non-elective
      Contributions  or Qualified  Matching  Contributions, or  both) were
      made under a single  arrangement.  If a Highly Compensated  Employee
      participates in two or more cash or deferred arrangements that  have
      different Plan Years, all cash or deferred  arrangements ending with
      or  within  the  same calendar  year shall  be  treated as  a single
      arrangement.


                  (3)  In  the   event  that  this   Plan  satisfies   the
      requirements  of  Code    401(k),  401(a)(4),   or  410(b)  only  if
      aggregated with one  or more other  plans, or if  one or  more other
      plans satisfy the requirements of  such sections of the Code only if
      aggregated with  this Plan, then  this section shall  be applied  by
      determining the ADP of employees as if all such  plans were a single
      plan.  For Plan  Years beginning after December 31, 1989, plans  may
      be  aggregated in order to  satisfy Code  401(k) of the Code only if
      they have the same Plan Year.

<PAGE>

                  (4)  For  purposes   of   determining  the   ADP  of   a
      Participant who is a 5-percent  owner or one of the ten most highly-
      paid  Highly  Compensated  Employees,  the  Elective Deferrals  (and
      Qualified   Non-elective   Contributions   or   Qualified   Matching
      Contributions,  or  both,  if  treated  as  Elective  Deferrals  for
      purposes  of the  ADP  test)  and Compensation  of such  Participant
      shall include the Elective Deferrals  (and, if applicable, Qualified
      Non-elective Contributions and Qualified Matching Contributions,  or
      both)  and Compensation  for the  Plan Year  of Family  Members  (as
      defined in Code  414(q)(6)).   Family Members, with respect to  such
      Highly  Compensated  Employees, shall  be  disregarded  as  separate
      employees in determining the ADP both for Participants who are  Non-
      highly  Compensated Employees  and for  Participants who  are Highly
      Compensated Employees.


                  (5)  For purposes of  determining the ADP test, Elective
      Deferrals,  Qualified   Non-elective  Contributions  and   Qualified
      Matching  Contributions must  be made  before the  last day  of  the
      twelve-month  period immediately  following the  Plan Year  to which
      the contributions  relate and the  allocation of  such contributions
      must not be  contingent on participation or performance of  services
      after the allocation date.



                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -15-


<PAGE>


                  (6)  The  Employer shall  maintain records sufficient to
      demonstrate  satisfaction  of  the  ADP  test   and  the  amount  of
      Qualified   Non-elective   Contributions   or   Qualified   Matching
      Contributions, or both, used in such test.


                  (7)  The determination and treatment of the ADP  amounts
      of any Participant shall  satisfy such other requirements as may  be
      prescribed by the Secretary of the Treasury.


              (d) Distribution of Excess Contributions.


                  (1)  Excess Contributions.   Excess Contributions  shall
      mean, with respect to any Plan year, the excess of:


                       (i) The aggregate amount of Employer contributions
                           actually taken  into account in  computing the
                           ADP of  Highly Compensated Employees  for such
                           Plan Year, over


                       (ii)     The maximum  amount of such  contributions
                                permitted by the  ADP test  (determined by
                                reducing contributions  made on behalf  of
                                Highly Compensated  Employees in order  of
                                the  ADPs, beginning  with the  highest of
                                such percentages).

<PAGE>


                  (2)  Time  for  Distribution  of  Excess  Contributions.
      Notwithstanding  any   other   provision   of  this   Plan,   Excess
      Contributions, plus any income and minus any loss allocable  thereto
      pursuant to the  Plan, shall be distributed  no later than  the last
      day of each Plan Year to Participants to whose  Accounts such Excess
      Contributions were allocated for  the preceding Plan Year.  If  such
      excess amounts  are distributed  more than  2 1/2  months after  the
      last day of the Plan Year in which such excess amounts arose, a  ten
      (10) percent excise tax will be imposed on the Employer  maintaining
      the Plan with respect to such amounts.   Such distributions shall be
      made to Highly Compensated Employees on the basis of the  respective
      portions of  the Excess Contributions attributable  to each of  such
      Employees.  Excess Contributions shall  be allocated to Participants
      who  are subject  to the  family member  aggregation rules  of  Code
       414(q)(6) in  the manner  prescribed by  the  regulations.   Excess
      Contributions shall be treated as annual additions under the Plan.


                  (4)  Accounting  for   Excess  Contributions.     Excess
      Contributions  shall be distributed from  the Participant's Elective
      Deferrals Account  and Qualified  Matching Contribution Account  (if
      applicable) in  proportion to the  Participant's Elective  Deferrals
      and Qualified Matching Contributions (to the extent used in the  ADP
      test) for the Plan Year.  Excess Contributions shall be  distributed

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -16-

<PAGE>


      from  the Participant's  Qualified Non-elective Contribution Account
      only to  the  extent  that  such  Excess  contributions  exceed  the
      balance  in  the   Participant's  Elective   Deferral  Account   and
      Qualified  Matching Contribution  Account.    The  amount of  Excess
      Contributions to be  distributed shall be reduced by Excess Elective
      Deferrals previously distributed for the  taxable year ending in the
      same Plan Year.


         3.5  Matching Contributions.
    This Section shall apply if the Employer has elected to make Matching
      Contributions pursuant to the Adoption Agreement.


              (a) Matching of Elective Deferrals.


                  (1)  Definition  of Matching  Contribution.   A Matching
      Contribution shall  mean an  Employer contribution  made to this  or
      any other  defined contribution plan on  behalf of a Participant  on
      account of the Participant's Elective Deferrals.  In no event  shall
      Matching Contributions  be permitted  under  this  Plan which  match
      Nondeductible Employee Contributions.


                  (2)  Matching  Contribution Account.  A separate Account
      for Matching Contributions will be  maintained for each Participant.
      The Account  will be credited  with the applicable contributions and
      earnings thereon.


                  (3)  Vesting and Forfeitures of Matching  Contributions.
      Matching Contributions shall be vested  in accordance with Paragraph
      3.7(c)  of  the  Adoption  Agreement.     In  any   event,  Matching
      Contributions shall be 100%  vested at Normal  Retirement Age,  upon
      complete or partial termination of the Profit Sharing Plan, or  upon
      the complete discontinuance of  Employer contributions.  Forfeitures
      of    Matching   Contributions,    other   than   Excess   Aggregate
      Contributions, shall be made in accordance with Section 6.4.

<PAGE>

              (b) Special    Nondiscrimination    Test    for    Matching
      Contributions.   The  Average  Contribution Percentage  ("ACP")  for
      Participants who  are Highly  Compensated  Employees  for each  Plan
      year and  the ACP  for Participants who  are Non-highly  Compensated
      Employees for the  same Plan Year must  satisfy one of the following
      tests:

                  (1)  The   ACP   for   Participants   who   are   Highly
      Compensated Employees  for the Plan  Year shall not  exceed the  ACP
      for Participants  who are Non-highly  Compensated Employees  for the
      same Plan Year multiplied by 1.25; or


                  (2)  The   ACP   for   Participants   who   are   Highly
      Compensated Employees  for the Plan  Year shall not  exceed the  ACP
      for Participants  who are Non-highly  Compensated Employees  for the

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -17-
<PAGE>

      same  Plan Year  multiplied by  two (2),  provided that the  ACP for
      Participants who  are Highly Compensated  Employees does  not exceed
      the ACP  for Participants who  are Non-highly  Compensated Employees
      by more than two (2) percentage points.


              (c) Rules Applicable to Special  Nondiscrimination Test for
      Matching Contributions.


                  (1)  ACP shall  mean  the average  of the  "Contribution
      Percentages" of  the "Eligible Participants" in  a group.   Eligible
      Participant  shall mean  any Employee  who is  eligible to  make  an
      Elective  Deferral (if  the Employer  takes such  contributions into
      account in  the calculation of  the Contribution  Percentage), or to
      receive   a  Matching  Contribution  (including  forfeitures)  or  a
      Qualified  Matching  Contribution.    Contribution  Percentage shall
      mean the  ratio  (expressed as  a percentage)  of the  Participant's
      "Contribution  Percentage Amounts" to the Participant's Compensation
      for the  Plan Year (whether  or not the  Employee was  a participant
      for the  entire Plan Year).   Contribution Percentage Amounts  shall
      mean  the sum  of the Matching Contributions  and Qualified Matching
      Contributions (to the extent not taken into account for purposes  of
      the ADP test) made under  the Plan on behalf  of the Participant for
      the  Plan  Year  and  shall  also  include   forfeitures  of  Excess
      Aggregate Contributions or  Matching Contributions allocated to  the
      Participant's Account which shall be taken into account in the  Year
      in which such forfeiture is allocated.


                  (2)  The Employer  shall include Qualified  Non-elective
      Contributions in the Contribution Percentage  Amounts to the  extent
      not taken into account for  purposes of the ADP  test.  The Employer
      also  may elect  to  use  Elective  Deferrals  in  the  Contribution
      Percentage  Amounts so  long  as  the  ADP test  is  met before  the
      Elective Deferrals are used in  the ACP test and continues to be met
      following  the exclusion of  those Elective  Deferrals that are used
      to meet the ACP test.

<PAGE>

                  (3)  The Contribution Percentage  of any Participant who
      is  a  Highly Compensated  Employee  and  who is  eligible  to  have
      Contribution Percentage  Amounts allocated  to  his  or her  account
      under two or more  plans described in Code  401(a), or  arrangements
      described  in  Code   401(k) that  are maintained  by  the Employer,
      shall be determined as if the total of such Contribution  Percentage
      Amounts was made under each Plan.   If a Highly Compensated Employee
      participates in two or more cash or deferred arrangements that  have
      different  plan years, all cash or deferred arrangements ending with
      or  within  the  same calendar  year shall  be  treated as  a single
      arrangement.


                  (4)  In  the   event  that  this   Plan  satisfies   the
      requirements  of  Code    401(m),  401(a)(4)   or  410(b)  only   if
      aggregated with one  or more other  plans, or if  one or  more other

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -18-

<PAGE>

      plans satisfy the  requirements of such sections of the Code only if
      aggregated with  this Plan, then  this section shall  be applied  by
      determining the Contribution Percentage of employees as if all  such
      plans were  a single plan.  For plan years  beginning after December
      31, 1989, plans may  be aggregated in order to satisfy Code   401(m)
      only if they have the same Plan Year.


                  (5)  For  purposes   of  determining  the   Contribution
      percentage of a  Participant who is a  five-percent owner or one  of
      the  ten   most  highly-paid   Highly  Compensated  Employees,   the
      Contribution   Percentage   Amounts   and   Compensation   of   such
      Participant  shall include  the Contribution  Percentage Amounts and
      Compensation for the Plan Year of Family  Members as defined in Code
       414(q)(6)).   Family  Members, with  respect to  Highly Compensated
      Employees,   shall   be  disregarded   as   separate  employees   in
      determining the Contribution  Percentage both  for Participants  who
      are Non-highly  Compensated Employees and  for Participants  who are
      Highly Compensated Employees.


                  (6)  Matching  Contributions and  Qualified Non-elective
      Contributions will be  considered made  for a Plan  Year if made  no
      later than the end of  the twelve-month period beginning  on the day
      after the close of the Plan Year.


                  (7)  The  Employer shall  maintain records sufficient to
      demonstrate  satisfaction  of  the  ACP  test   and  the  amount  of
      Qualified   Non-elective   Contributions   or   Qualified   Matching
      Contributions, or both, used in such test.

<PAGE>

                  (8)  The    determination   and    treatment   of    the
      Contribution Percentage of any Participant  shall satisfy such other
      requirements as may be prescribed by the Secretary of the  Treasury.



              (d) Special Multiple Use  Discrimination Test for  Elective
      Deferral  and  Matching  Contributions.    If  one  or  more  Highly
      Compensated Employees participate in both a CODA and a plan  subject
      to the  ACP test maintained  by the Employer and the  sum of the ADP
      and ACP of those  Highly Compensated Employees subject to either  or
      both tests  exceeds the  "Aggregate Limit",  then the  ACP of  those
      Highly Compensated Employees who also participate in a CODA will  be
      reduced (beginning with such Highly  Compensated Employee whose  ACP
      is  the highest) so  that the limit is not  exceeded.  The amount by
      which  each  Highly Compensated  Employee's Contribution  Percentage
      Amounts  is  reduced   shall  be  treated  as  an  Excess  Aggregate
      Contribution.  The ADP  and ACP of the Highly Compensated  Employees
      are determined  after any corrections required  to meet the ADP  and
      ACP tests.  Multiple use does not occur if  either the ADP or ACP of
      the Highly  compensated Employees does not exceed 1.25 multiplied by
      the  ADP and  ACP  of the  Non-highly  Compensated Employees.    The
      Aggregate Limit shall mean the sum of:


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -19-


<PAGE>


                  (1)  125 percent of the  greater of the ADP of the  Non-
      highly Compensated Employees  for the Plan Year  or the ACP  of Non-
      highly  Compensated Employees under the Plan subject to Code  401(m)
      for  the Plan Year  beginning with or  within the  Plan Year  of the
      CODA and

                  (2)  the lesser of 200%  or two plus the lesser of  such
      ADP or ACP.

      The word  "lesser" is substituted  for "greater" in  (1) above,  and
      "greater" is  substituted for "lesser" after  "two plus the" in  (2)
      if it would result in a larger Aggregate Limit.

              (e) Distribution of Excess Aggregate Contributions.

                  (1)  Excess Aggregate  Contributions.  Excess  Aggregate
      Contributions shall mean, with respect to any Plan Year, the  excess
      of:

                       (i) The aggregate Contribution  Percentage Amounts
      taken  into account  in computing the numerator  of the Contribution
      percentage actually made on behalf  of Highly Compensated  Employees
      for such Plan Year, over

                       (ii)     The   maximum   Contribution    Percentage
      Amounts  permitted   by  the  ACP   test  (determined   by  reducing
      contributions made  on behalf  of  Highly  Compensated Employees  in
      order of their Compensation Percentages  beginning with the  highest
      of such percentages).  Such determination shall be made after  first
      determining Excess Elective Deferrals pursuant  to Section 3.4(a)(4)
      and  then  determining  Excess  Contributions  pursuant  to  Section
      3.4(d).

<PAGE>

                  (2)  Time   for   Distribution   of   Excess   Aggregate
      Contributions.   Notwithstanding any other  provision of  this Plan,
      Excess Aggregate Contributions, plus  any income and  minus any loss
      allocable thereto  pursuant  to the  Plan,  shall  be forfeited,  if
      forfeitable, or  if not forfeitable, distributed  no later than  the
      last  day of each  Plan Year  to Participants to  whose Account such
      Excess Aggregate  Contributions  were  allocated for  the  preceding
      Plan Year.   Excess Aggregate  Contributions shall  be allocated  to
      Participants who are subject to the family  member aggregation rules
      of  Code  414(q)(6) in the manner prescribed by the regulations.  If
      such Excess  Aggregate Contributions are distributed more than 2 1/2
      months  after the  last day  of the Plan  Year in which  such excess
      amounts arose, a ten (10) percent excise tax will  be imposed on the
      Employer  maintaining  the  Plan  with  respect  to  those  amounts.
      Excess  Aggregate  Contributions  shall  be  treated  as  an  annual
      additions under the Plan.

                  (3)  Forfeitures   of  Excess  Aggregate  Contributions.
      Forfeitures  of   Excess  Aggregate  Contributions   may  either  be
      reallocated to the Accounts of  Non-highly Compensated Employees  or
      applied  to  reduce  Employer  contributions,   as  elected  by  the
      Employer in Paragraph 3.7(d) of the Adoption Agreement.

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -20-
<PAGE>


                  (4)  Accounting   for  Excess  Aggregate  Contributions.
      Excess  Aggregate Contributions  shall be forfeited,  if forfeitable
      or distributed on  a pro-rata basis from the Participant's  Matching
      Contribution  Account  and Qualified  Matching Contribution  Account
      (and,  if  applicable,   the  Participant's  Qualified  Non-elective
      Contribution Account or Elective Deferral Account, or both).

         3.6  Qualified  Non-elective Contributions.   This  Section shall
      apply if  the Employer  has elected  to make Qualified  Non-elective
      Contributions pursuant to the  Adoption Agreement.   In addition, in
      lieu  of distributing  Excess Contributions  as provided  in Section
      3.4(d),  or Excess  Aggregate Contributions  as provided  in Section
      3.5(e),  and to the extent  elected by the  Employer in the Adoption
      Agreement,   the   Employer    may   make   Qualified   Non-elective
      Contributions on  behalf of  Non-highly  Compensated Employees  that
      are sufficient  to satisfy  either  the  Actual Deferral  Percentage
      test or the Average Contribution Percentage test, or both,  pursuant
      to regulations under the Code.

              (a) Definition  of  Qualified  Non-elective  Contributions.
      Qualified  Non-elective   Contributions  shall  mean   contributions
      (other than  Matching or qualified  Matching Contributions)  made by
      the  Employer  and  allocated  to  Participants'  Accounts  that the
      Participants  may not  elect to  receive  in cash  until distributed
      from  the Plan;  that are  nonforfeitable when  made; and  that  are
      distributable only  in accordance with  the distribution  provisions
      that  are applicable  to Elective  Deferrals and  Qualified Matching
      Contributions.

              (b) Qualified  Non-elective  Contribution   Account.    The
      Participant's  accrued benefit  derived from  Qualified Non-elective
      Contributions is nonforfeitable.  A  separate Account for  Qualified
      Non-elective  Contributions  and  Qualified  Matching  Contributions
      will  be maintained  for  each Participant.    The Account  will  be
      credited with the applicable contributions and earnings thereon.

<PAGE>

         3.7  Qualified  Matching Contributions.  This Section shall apply
      if   the  Employer   has   elected   to   make  Qualified   Matching
      Contributions pursuant to  the Adoption Agreement.  In addition,  in
      lieu  of distributing  Excess Contributions  as provided  in Section
      3.4(d),  or Excess  Aggregate Contributions  as provided  in Section
      3.5(e), and to the  extent elected by the  Employer in the  Adoption
      Agreement, the  Employer may  make Qualified  Matching Contributions
      on behalf  of Non-highly Compensated  Employees that  are sufficient
      to  satisfy  either  the  Actual  Deferral Percentage  test  or  the
      Average  Contribution   Percentage  test,   or  both,  pursuant   to
      regulations under the Code.

              (a) Definition   of   Qualified   Matching   Contributions.
      Qualified Matching Contributions  shall mean  Matching Contributions
      which are nonforfeitable when made;  and that are distributable only
      in accordance with the distribution  provisions that are  applicable
      to Elective Deferrals.

              (b) Qualified   Matching   Contribution   Account.      The
      Participant's  accrued  benefit   derived  from  Qualified  Matching

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -21-

<PAGE>

      Contributions  is nonforfeitable.   Qualified Matching Contributions
      shall  be held  in the  same separate  Account maintained  for  each
      Participant  for Qualified Non-elective Contributions.   The Account
      will be  credited with  the  applicable  contributions and  earnings
      thereon.

         3.8  Distribution Restrictions  on Elective Deferrals,  Qualified
      Non-elective Contributions, and Qualified Matching Contributions.

              (a) Distribution   Restrictions.      Elective   Deferrals,
      Qualified   Non-elective  Contributions,   and  Qualified   Matching
      Contributions, and  income allocable to  each are  not distributable
      to a  Participant or  his or  her beneficiary  or beneficiaries,  in
      accordance with such  Participant's or beneficiary or  beneficiaries
      election, earlier than upon termination  from employment, death,  or
      disability.   Such amounts may also  be distributed, subject to  the
      spousal  and  Participant   consent  requirements   (if  applicable)
      contained in Code   401(a)(11) and 417, upon:

                  (1)  Termination of the  Plan without  the establishment
      of another defined contribution plan.

                  (2)  The  disposition by  a corporation to  an unrelated
      corporation of substantially all of  the assets (within  the meaning
      of Code  409(d)(2)) used in a trade  or business of such corporation
      if  such corporation  continues  to  maintain this  plan  after  the
      disposition,  but  only  with  respect  to  employees  who  continue
      employment with the corporation acquiring such assets.

                  (3)  The  disposition by  a corporation to  an unrelated
      entity  of such  corporation's interest in a  subsidiary (within the
      meaning  of  Code   409(d)(3))  if  such  corporation  continues  to
      maintain this Plan, but only with respect to employees who  continue
      employment with such subsidiary.

                  (4)  If  elected  in  Paragraph  3.10  of  the  Adoption
      Agreement,  the attainment  of age 59 1/2  in the case  of a Profit-
      Sharing plan.

<PAGE>

                  (5)  If  elected  in  Paragraph  3.10  of  the  Adoption
      Agreement, the  hardship  of  the Participant  as described  in  (b)
      below.

              (b) Hardship.  In  the event of Hardship  on the part of  a
      Participant, the  Participant may  submit in  writing the facts  and
      circumstances describing the hardship to  a Hardship Committee which
      shall be appointed by the Plan Administrator.   For purposes of this
      Paragraph, a  distribution will  be on  account of  hardship if  the
      distribution  is necessary in light of immediate and heavy financial
      needs  of  the  Participant,  where  such  Participant  lacks  other
      available resources.  The Hardship  Committee shall review the claim
      and  determine   if  such  claim   meets  the   following  objective
      standards:

                  (1)  The   following  are   the  only   financial  needs
      considered  immediate  and  heavy:    deductible  medical   expenses

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -22-

<PAGE>

      (within  the  meaning  of  Code   213(d))  of  the Participant,  the
      Participant's   spouse,  children,   or  dependents;   the  purchase
      (excluding  mortgage payments)  of  a  principal  residence for  the
      employee; payment  of tuition for  the next quarter  or semester  of
      post-secondary  education  for  the  Participant,  the Participant's
      spouse, children or dependents; or the need to prevent the  eviction
      of the Participant from,  or a foreclosure  on the mortgage of,  the
      Participant's principal residence.

                  (2)  A  distribution will be considered  as necessary to
      satisfy  an immediate and  heavy financial  need of  the Participant
      only if:

                        (i)     The    Participant   has    obtained   all
                                distributions,    other   than    hardship
                                distributions,  and  all nontaxable  loans
                                under   all  plans   maintained   by   the
                                Employer;

                            (ii)    All plans maintained  by the Employer
                                    provide   that    the   Participant's
                                    Elective Deferrals (and Nondeductible
                                    Employee   Contributions)   will   be
                                    suspended for twelve months after the
                                    receipt      of      the     hardship
                                    distributions;

                           (iii)    The distribution is not  in excess of
                                    the amount of an immediate and  heavy
                                    financial need; and

                           (iv)     All plans maintained  by the Employer
                                    provide that the  Participant may not
                                    make  Elective   Deferrals  for   the
                                    Participant's       taxable      year
                                    immediately  following   the  taxable
                                    year of the  hardship distribution in
                                    excess of the  applicable limit under
                                    Code   402(g) for  such taxable  year
                                    less the amount of such Participant's
                                    Elective  Deferrals  for  the taxable
                                    year of the hardship distribution.

<PAGE>

                       ARTICLE IV.  RETIREMENT BENEFITS

         4.1  Retirement Benefits.   A  Participant shall  be 100%  vested
      upon attaining  Normal Retirement Age in  the value of his  Employer
      Contribution  Account plus  the total  balance of  the Participant's
      other  Accounts, if any,  valued on the  last day  of the  last Plan
      Year   for  which   the   Participant   shall   share  in   Employer
      contributions  (as  provided  in  Paragraph   4.2  of  the  Adoption
      Agreement).

         4.2  Deferred Retirement.    Employees  who  defer  their  actual
      retirement past the attainment of Normal  Retirement Age shall  have

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -23-

<PAGE>

      their benefits held until  their actual Retirement  Date (subject to
      an earlier  commencement required  by Section  7.2)  and they  shall
      share  in  Employer  contributions  and  forfeitures,  if  any, with
      respect to service past the attainment of Normal Retirement Age.


                          ARTICLE V.  DEATH BENEFITS

         5.1  Death Benefit Prior to Receiving Retirement Benefits.  If  a
      Participant dies  before  receiving  any  Retirement  Benefits,  his
      participation in the allocation of  the Employer's contribution  and
      of  forfeitures will  end  as  of  the last  day  of  the Plan  Year
      designated in  Paragraph 4.2 of the  Adoption Agreement.  The  Death
      Benefit shall  be 100%,  regardless  of  the deceased  Participant's
      number of  Years  of  Service for  Vesting,  of  the  value  of  the
      deceased  Participant's Employer Contribution Account plus the total
      balance of  the Participant's other Accounts,  if any, valued as  of
      the  Valuation   Date  on  or  immediately  preceding  the  date  of
      distribution to  the Participant's Beneficiary,  plus the  amount of
      the  proceeds from  insurance  coverage  on  the Participant's  life
      received by the Trustee, if any, and less any partial  distributions
      made on or after such Valuation Date.

         5.2  Death Benefit After Normal Retirement Date.         If     a
      Participant  dies  after  commencement of  Retirement  Benefits, his
      death  benefit  shall be  equal  to  the remaining  balance  of  his
      Employer  Contribution  Account  plus  the   total  balance  of  the
      Participant's   other  Accounts,   if  any,   which  has   not  been
      distributed to him prior  to his death,  valued as of the  Valuation
      Date on  or immediately preceding  the date of  distribution to  the
      Participant's Beneficiary,  plus the  amount  of  the proceeds  from
      insurance  coverage  on  the  Participant's  life  received  by  the
      Trustee,  if any,  and less  any partial  distributions made  on  or
      after such Valuation Date.

<PAGE>

         5.3  Payment of Death Benefits.      On   the   death   of   the
      Participant, the Death Benefits  shall be paid  to the Participant's
      Surviving Spouse (as defined in Section  7.1).  Notwithstanding  the
      foregoing,  if there  is no  Surviving Spouse,  or, if  a  Surviving
      Spouse has made a  Qualified Election (as defined in Section 7.1) to
      waive  a  Qualified  Preretirement  Survivor  Annuity,  or,  if  the
      Surviving  Spouse  has  consented  in   a  manner  conforming  to  a
      Qualified Election and  this is a Profit  Sharing Plan which is  not
      required  to offer  a Qualified  Preretirement Survivor  Annuity (as
      provided in Section  7.1), then the  Death Benefit shall be  paid to
      the  Participant's  Designated  Beneficiary.    If  a  payment would
      otherwise be made  to a Designated  Beneficiary, but  the Designated
      Beneficiary  failed to  survive the  Participant, any  Death Benefit
      shall be  payable to the executors  or administrators of the  estate
      of the deceased Participant.

         5.4  Proof of Death.   The  Plan Administrator  may  require such
      proper  proof of death and such evidence of the  right of any person
      to receive  payment of the death  benefit as the Plan  Administrator
      may deem desirable.


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -24-

<PAGE>


                     ARTICLE VI.  TERMINATION OF SERVICE

         6.1  Benefits Upon Termination of Service.    If a  Participant's
      employment ends for any  reason other than his Death, Disability  or
      prior to attainment  of Normal Retirement  Age, his participation in
      the  allocation of  the Employer's  contribution and  of forfeitures
      will  end  as  of the  last  day  of  the Plan  Year  designated  in
      Paragraph 4.1 of the Adoption Agreement.  The Participant's  benefit
      will be  a percentage of  the balance of  his Employer  Contribution
      Account plus the total  balance of the Participant's other Accounts,
      if  any, valued as of the Valuation Date on or immediately preceding
      the date of distribution, less any partial distributions made on  or
      after  such  Valuation  Date.    That  portion  of  a  Participant's
      Employer  Contribution  Account  to  which  he  is not  entitled  on
      termination  of  service  shall  be  forfeited  and  reallocated  as
      provided in Section  6.4 below. The percentage  of the balance of  a
      Participant's  Employer Contribution  Account to  which he  shall be
      entitled shall  be determined  by reference to the  Vesting Schedule
      set forth  in Paragraph  5.1, or  if the Plan  is a  Top Heavy  Plan
      Paragraph 5.2, of the Adoption Agreement.

         6.2  Termination of Service Due to Disability.          If    the
      employment  of  any  Participant  shall  be  terminated  because  of
      Disability, his  participation in the  allocation of  the Employer's
      contribution  and of forfeitures will  end as of the last day of the
      Plan Year  designated in  Paragraph 4.2 of  the Adoption  Agreement.
      The Participant  shall become 100%  vested, regardless of his number
      of  Years  of  Service for  Vesting, in  the  value of  his Employer
      Contribution  Account plus  the total  balance of  the Participant's
      other  Accounts, if  any, valued  as  of  the Valuation  Date on  or
      immediately  preceding the  date of  distribution, less  any partial
      distributions  made on  or  after such  Valuation Date.   Disability
      shall mean inability to engage  in any substantial  gainful activity
      by  reason  of  any  medically   determinable  physical  or   mental
      impairment  that can be expected to result in death  or which can be
      expected  to last for  a continuous period  of not  less than twelve
      (12)  months.    Disability  shall  be  determined  by  a  physician
      selected by the Plan Administrator mutually  acceptable to the  Plan
      Administrator and the Plan Participant.

         6.3  Distribution  of  Participant  Benefits  on  Termination  of
      Service.  Except  as  otherwise  provided  herein,  any  Account  to
      which  a  Participant  is  entitled  because  of  his termination of
      service shall  commence as provided in Paragraph 6.1 of the Adoption
      Agreement.

<PAGE>

         6.4  Forfeitures  Upon  Distribution to  Less  than  100%  Vested
      Terminated  Participants.   If  a Participant  terminates employment
      when the Participant is less than one hundred percent (100%)  vested
      in the  Participant's Employer  Contribution Account,  the nonvested
      portion shall be forfeited as follows:

              (a) If  the  Participant  receives  a  distribution of  the
      entire  vested portion  of the  Participant's Employer  Contribution
      Account and  the  balance  of  the Participant's  Accounts  are  not
      greater than  $3,500, or  if more  than $3,500  and the  Participant

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -25-

<PAGE>

      voluntarily and in writing  elects to receive the distribution, then
      the entire nonvested portion shall  be treated as a  forfeiture.  If
      a Participant terminates without being vested in any portion of  his
      Accounts he is deemed  to receive an immediate distribution of  zero
      dollars  and  therefore  an  immediate   forfeiture  of  the  entire
      Employer Contribution Account balance shall occur.

              (b) If  the balance  of the Participant's  Accounts exceeds
      $3,500 and the Participant elects to have distributed less than  the
      entire vested  portion of  the  Employer  Contribution Account,  the
      part  of the nonvested portion  that will be treated as a forfeiture
      is  the  total  nonvested portion  multiplied  by  a  fraction,  the
      numerator  of which  is  the amount  of  the distribution  from  the
      Employer Contribution Account  and the  denominator of which is  the
      total value of the vested Employer Contribution Account balance.   A
      separate   account  will   be  established  for   the  Participant's
      remaining Employer  Contribution Account balance as  of the time  of
      the  distribution  and  at  any   relevant  time  the  Participant's
      nonforfeitable portion of the  separate account will be equal to  an
      amount ("X")  determined by the  formula: X=P(AB+(RxD))-(RxD).   For
      purposes  of   applying  the  formula:   P  is   the  nonforfeitable
      percentage at the relevant  time, AB is the special account  balance
      at the relevant time, D is  the amount of the distribution, and R is
      the ratio  of the special  account balance  at the relevant  time to
      the account balance after the distribution.

              (c) If a  Participant receives a  distribution pursuant  to
      (a) or  (b) above and  resumes employment covered  under this  Plan,
      the Employee's former Employer Contribution  Account balance will be
      restored to  the amount on the  date of distribution, unadjusted  by
      subsequent gains or losses  of the Plan, if  the Employee repays  to
      the Plan  the full amount  of the distribution  attributable to  the
      Employer Contribution  Account before the  earlier of  5 years after
      the first date of which the Participant  is subsequently re-employed
      by the  Employer, or the date  the Participant incurs 5  consecutive
      One-Year Breaks  in Service following  the date of the distribution.
      If  a  Participant is  deemed  to  receive a  distribution  of  zero
      dollars  pursuant  to  (a)  above,   and  the  Participant   resumes
      employment covered under  this Plan before the date the  Participant
      incurs  5   consecutive  One-Year  Breaks   in  Service,   upon  the
      reemployment of such  Participant, the Employer Contribution Account
      balance of  the Participant will  be restored to  the amount  on the
      date of such deemed distribution, unadjusted by  subsequent gains or
      losses of the Plan.

<PAGE>

              (d) The  nonvested  portion of  a  terminated Participant's
      Employer  Contribution Account  which is  not forfeited  pursuant to
      (a) or (b)  above, if  any, shall  be treated  as a forfeiture  when
      such Participant  incurs five  (5)  consecutive  One-Year Breaks  in
      Service.

              (e) A  restoration  of  a   Employer  Contribution  Account
      balance shall come first from current forfeitures and secondly  from
      Employer contributions.   In  the event current forfeitures  are not
      sufficient  to  restore  the  Employer  Contribution  Account  of an
      reemployed   Participant,   then   the   Employer   will  contribute

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -26-

<PAGE>

      sufficient  amounts  to  fully   restore  the  previously  forfeited
      Account Balance.  The restoration  shall occur no later than the end
      of the Plan  Year following  the Plan  Year in  which the  repayment
      occurs.

              (f) A  terminating   Participant's  Employer   Contribution
      Account shall  be valued as  of the last  Valuation Date  coinciding
      with or immediately preceding the date of distribution.

              (g) Forfeitures shall  be reallocated  pursuant to  Section
      6.5.

              (h) For  purposes  of  this  Section  6.4,  the computation
      period  for One Year  Breaks in Service  shall be  the Plan  Year as
      defined in the Adoption Agreement.

              (i) For purposes  of determining whether  the Participant's
      Accounts  exceed  $3,500,  all  Accounts  (including   Nondeductible
      Employee Contribution Accounts) shall be  taken into account  except
      for  an Account  for  accumulated deductible  employee contributions
      within  the  meaning  of  Code   72(o)(5)(B)  made  for  Plan  Years
      beginning prior to January 1, 1989.

<PAGE>

         6.5  Accounting for Forfeitures.      Amounts   treated   as    a
      forfeiture under Section 6.4 will first be used to restore  previous
      forfeitures of rehired Participants pursuant to the rules set  forth
      in Section  6.4(e).   Except  for forfeitures  from a  Participant's
      Matching Contribution  Account, the amounts  treated as  forfeitures
      under  Section 6.4 which  are in  excess of the  amount necessary to
      restore accrued benefits shall, for a Profit Sharing Plan, be  added
      to  the Employer's  contribution  for the  Plan  Year in  which  the
      forfeiture occurs  and  allocated  in the  same manner  as  Employer
      contributions,  or,  for a  Pension  Plan,  be used  to  reduce  the
      Employer's  contribution  for  Plan  Year  in  which  the forfeiture
      occurs.  The amounts treated as forfeitures under Section 6.4  which
      are  from a  Participant's Matching  Contribution Account  and which
      are in  excess of the amount  necessary to restore accrued  benefits
      shall  be used  as set  forth in  Paragraph 3.7(e)  of the  Adoption
      Agreement.    Forfeitures  arising  hereunder  will,  for  a  Profit
      Sharing Plan, be allocated  only for the benefit of the Employees of
      the Employer who adopted this Plan, or, for a  Pension Plan, only be
      used to  reduce the contribution  of the Employer  who adopted  this
      Plan.


        ARTICLE VII.  DISTRIBUTION OF BENEFITS AND CLAIMS FOR BENEFITS

         7.1  Joint and Survivor Annuity Requirements.        Except    as
      provided  with respect to certain Profit Sharing Plans and Voluntary
      Deductible Contribution Accounts in  Section 7.1(e), the  provisions
      of this Section 7.1  shall apply to any  Participant who is credited
      with  at least  one Hour  of Service with  the Employer on  or after
      August 23, 1984, and such other Participants as provided in  Section
      7.1(f).



                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -27-
<PAGE>


              (a) Qualified  Joint  and  Survivor  Annuity.    Unless  an
      optional form  of  benefit  is  selected  pursuant  to  a  Qualified
      Election  within  the  90-day period  ending  on  the  date  benefit
      payments  would  commence,  a married  Participant's  Vested Account
      Balance  will be paid in the form of a  Qualified Joint and Survivor
      Annuity and an unmarried Participant's  vested Account Balance  will
      be paid in the  form of a  life annuity.  The Participant  may elect
      to have  such annuity  distributed upon attainment  of the  earliest
      retirement age under the Plan.

              (b) Qualified Preretirement  Survivor Annuity.   Unless  an
      optional  form of  benefit has  been  selected within  the  Election
      Period  pursuant  to a  Qualified Election,  if  a Participant  dies
      before  the Annuity  Starting  Date  then  the Participant's  Vested
      Account Balance shall be  applied toward the purchase of an  annuity
      for the  life of the Surviving  Spouse, unless the Surviving  Spouse
      elects an  optional form of distribution  as set forth in  Paragraph
      6.2 of the Adoption  Agreement.  The  Surviving Spouse may elect  to
      have such annuity distributed  within a reasonable  period after the
      Participant's death.

              (c) Definitions.    For   purposes  of  Section   7.1,  the
      following definitions shall apply:

                  (1)  Annuity Starting Date.  The first day  of the first
      period for which an amount is paid as an annuity or any other form.


<PAGE>

                  (2)  Election Period.   The period which  begins on  the
      first day  of the  Plan Year  in which  the Participant attains  age
      thirty-five (35)  and ends on the  date of the Participant's  death.
      If a Participant separates  from service prior to  the first day  of
      the  Plan Year  in  which age  thirty-five  (35) is  attained,  with
      respect  to the  Account Balance as  of the date  of separation, the
      Election  Period  shall  begin  on  the  date  of  separation.     A
      Participant  who will  not yet attain  age 35 as  of the end  of any
      current Plan  Year may make  a special qualified  election to  waive
      the   Qualified  Preretirement  Survivor   Annuity  for  the  period
      beginning  on the date of such election and ending  on the first day
      of the Plan Year in which the Participant  will attain age 35.  Such
      election  shall  not be  valid  unless  the Participant  receives  a
      written explanation of  the Qualified Preretirement Survivor Annuity
      in such  terms as are comparable  to the explanation required  under
      Section 7.1(d).  Qualified  Preretirement Survivor Annuity  coverage
      will  be automatically  reinstated as of  the first day  of the Plan
      Year in which the Participant attains age 35.  Any new waiver on  or
      after  such date shall be  subject to the  full requirements of this
      Section 7.1.

                  (3)  Earliest Retirement Age.    The  earliest  date  on
      which,  under  the  Plan,  the Participant  could  elect  to receive
      retirement benefits.

                  (4)  Qualified Election.   A waiver of a Qualified Joint
      and Survivor Annuity or a  Qualified Preretirement Survivor Annuity.
      Any  waiver of a Qualified Joint and Survivor Annuity or a Qualified
      Preretirement Survivor Annuity shall not be effective unless:

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -28-

<PAGE>

                       (i) the Participant's  Spouse consents  in writing
                           to the election;

                       (ii)     the   election   designates   a   specific
                                beneficiary,   including   any  class   of
                                beneficiaries     or    any     contingent
                                beneficiaries,  which may  not be  changed
                                without  spousal consent  (or  the  Spouse
                                expressly   permits  designations  by  the
                                Participant  without  any further  spousal
                                consent);

                       (iii)    the   Spouse's  consent  acknowledges  the
                                effect of the election; and

                       (iv)     the  Spouse's  consent is  witnessed by  a
                                plan representative or notary public.

         Additionally,  a Participant's waiver of the Qualified Joint and
      Survivor  Annuity  shall  not  be   effective  unless  the  election
      designates  a form  of  benefit payment  which  may not  be  changed
      without   spousal  consent   (or   the   Spouse  expressly   permits
      designations   by  the  Participant   without  any  further  spousal
      consent).   If it  is  established  to the  satisfaction of  a  plan
      representative that there is no Spouse or  that the Spouse cannot be
      located, a waiver will be deemed a Qualified Election.

         Any  consent by  a  Spouse  obtained  under this  provision  (or
      establishment that  the consent  of a  Spouse may  not be  obtained)
      shall be  effective only  with respect  to such  Spouse.   A consent
      that   permits   designations  by   the   Participant   without  any
      requirement of further  consent by such Spouse must acknowledge that
      the  Spouse   has  the  right  to   limit  consent  to  a   specific
      beneficiary, and a specific  form of benefit  where applicable,  and
      that the Spouse voluntarily  elects to relinquish either or both  of
      such rights.   A  revocation of  a  prior waiver  may be  made by  a
      Participant without  the consent of a Spouse at any  time before the
      commencement of  benefits.  The number  of revocations shall not  be
      limited.   No consent obtained under  this provision shall be  valid
      unless  the Participant  has received notice as  provided in Section
      7.1(d) below.

<PAGE>

                  (5)  Qualified Joint and Survivor Annuity.            An
      immediate annuity  for the life of  the Participant with a  survivor
      annuity for  the life  of the  Participant's Spouse  which is  fifty
      percent (50%) of the amount  of the annuity which  is payable during
      the joint lives of the Participant and the Participant's Spouse  and
      which  is the  amount of  benefit which  can be  purchased  with the
      Participant's Vested Account Balance.

                  (6)  Spouse (Surviving Spouse):       The    Spouse   or
      Surviving  Spouse of the Participant, provided that  a former Spouse
      will  be treated as  the Spouse  or Surviving  Spouse and  a current
      Spouse will not be treated  as the Spouse or Surviving Spouse to the
      extent  provided  under  a  Qualified  Domestic  Relations  Order as
      described in Code  414(p).


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -29-


<PAGE>


                  (7)  Vested  Account Balance.   The  aggregate value  of
      the Participant's vested Account Balances  derived from Employer and
      employee contributions (including rollovers), whether vested  before
      or  upon death,  including the  proceeds of insurance  contracts, if
      any, on the Participant's life.  The provisions of this Section  7.1
      shall apply to a  Participant who is vested in amounts  attributable
      to Employer contributions, employee contributions  (or both) at  the
      time of death or distribution.

              (d) Notice Requirements.

                  (1)  Qualified Joint and Survivor Annuity.   In the case
      of  a Qualified  Joint and Survivor Annuity,  the Plan Administrator
      shall no less  than 30 days and  no more  than 90 days prior  to the
      Annuity   Starting  Date   provide   each   Participant  a   written
      explanation of:

                       (i) the terms and conditions of a  Qualified Joint
                           and Survivor Annuity;

                       (ii)     the Participant's  right to  make and  the
                                effect   of  an   election  to  waive  the
                                Qualified Joint and Survivor Annuity  form
                                of benefit;

                       (iii)    the rights of a Participant's Spouse; and

                       (iv)     the right  to make, and  the effect  of, a
                                revocation  of  a  previous  election   to
                                waive  the Qualified  Joint  and  Survivor
                                Annuity.

<PAGE>


                  (2)  Qualified Preretirement Survivor Annuity.   In the
      case  of  a  Qualified  Preretirement  Survivor  Annuity,  the  Plan
      Administrator shall provide  each Participant within the  applicable
      period for  such Participant a  written explanation of the Qualified
      Preretirement Survivor Annuity in  such terms and in such manner  as
      would be  comparable to  the explanation  provided  for meeting  the
      requirements of  Section 7.1(d)(1) applicable  to a  Qualified Joint
      and Survivor  Annuity.  The applicable  period for a Participant  is
      whichever of the following periods ends last:

                       (i) the period beginning with the first day of the
                           Plan Year in which the Participant attains age
                           32 and ending with the close of  the Plan Year
                           preceding   the   Plan  Year   in   which  the
                           Participant attains age 35;

                       (ii)     a  reasonable  period  ending  after   the
                                individual becomes a Participant;

                       (iii)    a reasonable  period ending after  Section
                                7.1(d)(3) below  ceases  to  apply to  the
                                Participant;



                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -30-

<PAGE>

                       (iv)     a  reasonable  period  ending  after  this
                                Section   7.1   first   applies   to   the
                                Participant.
      Notwithstanding the  foregoing, notice  must  be  provided within  a
      reasonable period ending  after separation from  service in the case
      of a Participant  who separates  from service  before attaining  age
      35.

         For purposes of  applying the preceding paragraph,  a reasonable
      period ending after the  enumerated events described  in (ii), (iii)
      and (iv) is the end of the two-year period  beginning one year prior
      to the date  the applicable event occurs,  and ending one year after
      that  date.  In the case of a Participant who separates from service
      before the Plan Year in  which age 35 is  attained, notice shall  be
      provided  within the  two-year period  beginning  one year  prior to
      separation  and  ending  one year  after  separation.    If  such  a
      Participant thereafter returns to employment  with the Employer, the
      applicable period for such Participant shall be redetermined.

                  (3)  Fully Subsidized Benefit.     Notwithstanding   the
      other requirements  of this Section  7.1(d), the  respective notices
      prescribed  by this section  need not be given to  a Participant  if
      (1) the plan  "fully subsidizes" the costs  of a qualified joint and
      survivor annuity or  qualified preretirement  survivor annuity,  and
      (2) the plan does not allow the  Participant to waive the  qualified
      joint  and  survivor annuity  or  qualified  preretirement  survivor
      annuity and  does not  allow a  married Participant  to designate  a
      nonspouse  beneficiary.  For  purposes of  this Section 7.1(d)(3), a
      plan fully  subsidizes the  costs  of a  benefit if  no increase  in
      cost, or  decrease in benefits  to the Participant  may result  from
      the Participant's failure to elect another benefit.

<PAGE>

              (e) Cash-Outs.   The  Plan Administrator  shall direct  the
      Trustee to immediately  distribute the Participant's  Vested Account
      Balance without  the consent of  the Participant and  the Spouse  of
      the Participant  if  the value  does  not  exceed  $3,500.   If  the
      Participant's  Vested  Account  Balance  exceeds  $3,500  or  if the
      payment of  a  Qualified Joint  and  Survivor  Annuity or  Qualified
      Preretirement Survivor  Annuity has commenced the Plan Administrator
      may direct the Trustee to  immediately distribute the  Participant's
      Vested Account  Balance if  the Participant  and the  Spouse of  the
      Participant  (or  where  the  Participant  has  died  the  Surviving
      Spouse) consent in writing to the distribution.

              (f) Safe Harbor Rules.

                  (1)  This Section  7.1(f) shall apply  to a  Participant
      in a Profit Sharing Plan,  and to any distribution, made on or after
      the first day  of the first Plan  Year beginning after December  31,
      1988,  from  or  under  a separate  Account  attributable  solely to
      accumulated  deductible employee  contributions, as defined  in Code
       72(o)(5)(B), and maintained on  behalf of a Participant in a  Money
      Purchase  Pension Plan,  (including a  Target Benefit  Plan) if  the
      following conditions are satisfied:



                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -31-
<PAGE>


                       (i) the  Participant  does  not  or  cannot  elect
                           payments in the form of a life annuity, and

                       (ii)     on   the  death   of  a  Participant,  the
                                Participant's  Vested Account Balance will
                                be  paid to  the  Participant's  Surviving
                                Spouse,  but  if  there  is  no  Surviving
                                Spouse, or  if  the  Surviving Spouse  has
                                consented  in  a manner  conforming  to  a
                                qualified    election,    then   to    the
                                Participant's designated beneficiary.

      The Surviving  Spouse may elect to  have distribution of the  vested
      Account Balance  commence within  the  90-day  period following  the
      date  of the  Participant's death.   The  Account Balance  shall  be
      adjusted  for gains  or  losses  occurring  after the  Participant's
      death in  accordance with the provisions  of the plan governing  the
      adjustment  of Account  Balances for  other types  of distributions.
      This  Section  7.1(f) shall  not  be  operative with  respect  to  a
      Participant  in a Profit  Sharing Plan if  the plan  is a  direct or
      indirect transferee of a defined benefit plan, money purchase  plan,
      a  target benefit plan, stock bonus, or profit sharing plan which is
      subject to  the survivor annuity  requirements of  Code   401(a)(11)
      and 417.  If this  Section 7.1(f) is operative,  then the provisions
      of   this  Section  7.1,  other  than  this   subsection,  shall  be
      inoperative.  Notwithstanding the foregoing,  if a separate  Account
      is provided  for such  transferee benefits  and the  balance of  the
      Participant's  Accounts would  otherwise  meet the  requirements  of
      this subsection,  the provisions  of Section  7.1,  other than  this
      subsection, shall  be operative  only with respect  to the  separate
      Account for the transferee benefit.

                  (2)  The  Participant   may  waive  the  spousal   death
      benefit described in this  Section 7.1(f) at any time provided  that
      no  such  waiver   shall  be  effective  unless  it  satisfies   the
      conditions of  7.1(c)(4) relating  to  a  Qualified Election  (other
      than the  notification requirement referred  to therein)  that would
      apply  to the  Participant's waiver  of the  qualified preretirement
      survivor annuity.

<PAGE>

                  (3)  For  purposes  of   this  Section   7.1(f),  Vested
      Account Balance shall mean, in the case of  a money purchase pension
      plan or a target  benefit plan, the  Participant's separate  Account
      Balance  attributable  solely  to  accumulated  deductible  employee
      contributions within the meaning of Code  72(o)(5)(B).  In the  case
      of a  Profit Sharing  Plan, Vested  Account Balance  shall have  the
      same meaning as provided in Section 7.1(c)(7).

              (g) Transitional Rules.

                  (1)  Any living  Participant not  receiving benefits  on
      August  23,  1984,  who would  otherwise  not  receive  the benefits
      prescribed by  the previous paragraphs of  this Section 7.1 must  be
      given the opportunity to elect to have such prior sections apply  if
      such  Participant is  credited with  at least  one hour  of  service
      under this Plan or a  predecessor plan in a  Plan Year beginning  on

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -32-
<PAGE>

      or  after January  1,  1976, and  such Participant  had at  least 10
      years of vesting service when he or she separated from service.

                  (2)  Any  living Participant  not receiving  benefits on
      August 23, 1984, who was credited with at least  one hour of service
      under this  Plan  or a  predecessor plan  on or  after September  2,
      1974,  and who is not  otherwise credited with any service in a Plan
      Year  beginning on  or after  January  1,  1976, must  be given  the
      opportunity to  have his  or her  benefits paid  in accordance  with
      Section 7.1(g)(4).

                  (3)  The   respective   opportunities   to   elect   (as
      described  in (1)  and (2)  above  of this  Section 7.1(g))  must be
      afforded  to   the  appropriate  Participants   during  the   period
      commencing  on August  23, 1984,  and ending  on the  date  benefits
      would otherwise commence to said Participants.

                  (4)  Any Participant  who  has elected  pursuant to  (2)
      above of this Section 7.1(g) and  any Participant who does not elect
      under  (1)   above  of  this  Section   7.1(g)  or  who  meets   the
      requirements of  (1) except that such  Participant does not have  at
      least  ten (10)  years of vesting  service when he  or she separates
      from  service,  shall  have  his  or  her  benefits  distributed  in
      accordance with all of the  following requirements if benefits would
      have been payable in the form of a life annuity:


<PAGE>

                       (i) Automatic joint and survivor annuity.       If
                           benefits  in the form of a life annuity become
                           payable to a married Participant who begins to
                           receive payments under  the Plan  on or  after
                           normal  retirement  age; or dies  on  or after
                           normal retirement age while still working  for
                           the Employer; or begins to receive payments on
                           or after the  qualified early retirement  age;
                           or  separates   from  services  on   or  after
                           attaining  normal   retirement  age   (or  the
                           qualified  early  retirement  age)  and  after
                           satisfying  the  eligibility  requirements for
                           the payment  of  benefits under  the Plan  and
                           thereafter  dies before  beginning to  receive
                           such benefits;  then  such  benefits  will  be
                           received  under this  Plan in  the  form of  a
                           Qualified Joint  and Survivor  Annuity, unless
                           the Participant  has elected  otherwise during
                           the Election Period.  The Election Period must
                           begin  at  least  six  (6)  months before  the
                           Participant attains Qualified Early Retirement
                           Age and  end not  more than  ninety (90)  days
                           before commencement of benefits.  Any election
                           hereunder  will  be  in  writing  and  may  be
                           changed by the Participant at any time.

                       (ii)     Election of early survivor annuity.      A
                                Participant    who   is   employed   after
                                attaining  the Qualified  Early Retirement
                                Age  will  be  given  the  opportunity  to

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -33-

<PAGE>
                                elect,  during  the  election  period,  to
                                have a survivor  annuity payable on death.
                                If  the Participant  elects  the  survivor
                                annuity, payments under such annuity  must
                                not be less than the payments which  would
                                have  been made  to  the spouse  under the
                                Qualified  Joint and  Survivor Annuity  if
                                the Participant  had  retired  on the  day
                                before  his  or her  death.   Any election
                                under  this provision  will be  in writing
                                and may  be changed by  the Participant at
                                any time.   The election period begins  on
                                the later of (a) the  90th day before  the
                                Participant  attains  the Qualified  Early
                                Retirement Age, or (b)  the date on  which
                                participation  begins,  and  ends  on  the
                                date     the    Participant     terminates
                                employment.

                       (iii)    For  purposes   of  this  Section   7.1(g)
                                Qualified  Early  Retirement  Age  is  the
                                latest  of  the earliest  date, under  the
                                Plan, on which  the Participant  may elect
                                to receive retirement benefits, the  first
                                day  of the  120th month  beginning before
                                the  Participant reaches Normal Retirement
                                Age,  or the date  the Participant  begins
                                participation.  Also, Qualified Joint  and
                                Survivor Annuity  is  an  annuity for  the
                                life of  the Participant  with a  survivor
                                annuity  for  the life  of  the  spouse as
                                described in Section 7.1(c)(5).

<PAGE>

         7.2  Distribution Requirements.

              (a) General Rules.   Subject  to Section  7.1, relating  to
      Joint and  Survivor Annuity Requirements,  the requirements  of this
      Section 7.2  shall  apply to  any  distribution  of a  Participant's
      Account  Balance and  will  take  precedence  over any  inconsistent
      provisions  of   this  plan.     Unless  otherwise   specified,  the
      provisions of this  article apply to  calendar years beginning after
      December 31,  1984.  All  distributions required  under this Section
      7.2 shall  be determined and  made in accordance  with the  proposed
      regulations   under   Code    401(a)(9),   including   the   minimum
      distribution  incidental benefit  requirement of   1.401(a)(9)-2  of
      the proposed regulations.

              (b) Limits  on Distribution  Periods.    As  of  the  first
      distribution calendar  year, distributions, shall  be made  over one
      of the  periods set forth in Paragraph 6.2 of the Adoption Agreement
      subject to the limitations of this Section 7.2.

              (c) Determination  of Amount to  be Distributed  each Year.
      If the Participant's Account  Balance is to be distributed in  other
      than  a single sum,  the following  minimum distribution rules shall
      apply on or after the required beginning date:

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -34-

<PAGE>


                  (1)  Individual Account.

                       (i) If a  Participant's Account  Balance is to  be
                           distributed over  (1) a  period not  extending
                           beyond the life expectancy of the  Participant
                           or the joint life and last survivor expectancy
                           of  the  Participant   and  the  Participant's
                           designated  beneficiary or  (2)  a period  not
                           extending  beyond the  life expectancy  of the
                           designated beneficiary, the amount required to
                           be   distributed  for   each  calendar   year,
                           beginning  with  distributions for  the  first
                           distribution  calendar  year,  must  at  least
                           equal the  quotient obtained  by dividing  the
                           Participant's benefit  by the  applicable life
                           expectancy.

                       (ii)     For   calendar   years  beginning   before
                                January  1,  1989,  if  the  Participant's
                                spouse is not the designated  beneficiary,
                                the method  of distribution selected  must
                                assure that  at least  50% of  the present
                                value   for  the   amount  available   for
                                distribution  is  paid  within  the   life
                                expectancy of the Participant.

<PAGE>

                       (iii)    For   calendar   years   beginning   after
                                December   31,  1988,  the  amount  to  be
                                distributed   each  year,  beginning  with
                                distributions  for the  first distribution
                                calendar  year shall not be  less than the
                                quotient    obtained   by   dividing   the
                                Participant's  benefit by  the  lesser  of
                                (1)  the applicable life expectancy or (2)
                                if the  Participant's  spouse  is not  the
                                designated  beneficiary,  the   applicable
                                divisor  determined  from  the  table  set
                                forth  in Q&A-4  of  1.401(a)(9)-2  of the
                                proposed   regulations.      Distributions
                                after  the death  of the Participant shall
                                be distributed  using the applicable  life
                                expectancy in  Section 7.2(c)(1) above  as
                                the  relevant divisor  without  regard  to
                                Proposed Regulations  1.401(a)(9)-2.

                       (iv)     The minimum distribution required for  the
                                Participant's first distribution  calendar
                                year  must  be   made  on  or  before  the
                                Participant's   required  beginning  date.
                                The   minimum   distribution   for   other
                                calendar   years,  including  the  minimum
                                distribution    for    the    distribution
                                calendar  year  in  which  the  employee's
                                required  beginning date  occurs, must  be
                                made on  or  before  December 31  of  that
                                distribution calendar year.


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -35-

<PAGE>
                  (2)  Annuity.      If  the   Participant's  benefit   is
      distributed in  the form of an  annuity purchased from an  insurance
      company, distributions thereunder shall be  made in accordance  with
      the  requirements of  Code  401(a)(9)  and the  proposed regulations
      thereunder.

              (d)   Commencement of Benefits to Participant.  If the value
      of a  Participant's vested Account Balance  exceeds (or at the  time
      of any  prior distribution exceeded) $3,500, and the Account Balance
      is immediately distributable, the Participant  and the Participant's
      spouse  (or where either the Participant or the spouse has died, the
      survivor) must consent to any distribution of such Account  Balance.
      The  consent of  the Participant and the  Participant's spouse shall
      be  obtained in  writing  within the  90-day  period ending  on  the
      Annuity Starting Date.    The Annuity Starting Date is the first day
      of the first  period for which an  amount is paid  as an  annuity or
      any  other   form.    The  Plan   Administrator  shall  notify   the
      Participant and the Participant's  spouse of the right to defer  any
      distribution until  the Participant's Account  Balance is  no longer
      immediately  distributable.    Such  notification  shall  include  a
      general description of the material features, and an explanation  of
      the  relative values,  of, the  optional forms of  benefit available
      pursuant to  Paragraph 6.2  of the  Adoption Agreement  in a  manner
      that would satisfy the notice  requirements of Code   417(a)(3), and
      shall  be provided  no less  than 30 days  and no more  than 90 days
      prior to the Annuity Starting Date.

<PAGE>

         Notwithstanding the foregoing, only the Participant need consent
      to  the commencement of  a distribution  in the form  of a qualified
      joint and survivor annuity while the Account Balance is  immediately
      distributable.  (Furthermore, if payment in the form of a  Qualified
      Joint  and Survivor  Annuity is  not required  with respect  to  the
      Participant  pursuant  to  Section  7.1   of  the  plan,   only  the
      Participant  need consent to the distribution of  an Account Balance
      that  is immediately  distributable.)   Neither the  consent of  the
      Participant nor  the Participant's  spouse shall be required  to the
      extent  that a distribution  is required  to satisfy Code  401(a)(9)
      or   415.   In addition,  upon termination of this plan  if the plan
      does  not offer  an  annuity  option (purchased  from  a  commercial
      provider),  the  Participant's  Account  Balance  may,  without  the
      Participant's  consent,  be   distributed  to  the   Participant  or
      transferred to  another defined  contribution  plan  (other than  an
      Employee  Stock  Ownership  Plan  as  defined  in  Code  4975(e)(7))
      within the  same controlled group.   However, if  any entity  within
      the same  controlled group as the Employer maintains another defined
      contribution  plan (other than  an Employee  Stock Ownership Plan as
      defined in Code  4975(e)(7)) then  the Participant's Account Balance
      will  be transferred,  without  the  Participant's  consent, to  the
      other  plan if  the Participant  does not  consent to  an  immediate
      distribution.

         An  Account Balance is immediately  distributable if any part of
      the  Account Balance  could be  distributed to  the Participant  (or
      Surviving  Spouse) before  the  Participant  attains  or would  have
      attained  if not deceased) the later of Normal Retirement Age or age
      62.

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -36-
<PAGE>


         For purposes of  determining the applicability of  the foregoing
      consent requirements to distributions made before  the first day  of
      the  first  Plan  Year  beginning  after  December  31,  1988,   the
      Participant's  vested  Account  Balance  shall not  include  amounts
      attributable  to   accumulated  deductible  employee   contributions
      within the meaning of Code  72(o)(5)(B).

         Unless otherwise selected by the Participant in writing, payment
      of benefits  must begin  no later  than sixty  (60)  days after  the
      close of  the Plan  Year (a) in  which the  Participant attains  the
      earlier of age 65 or  Normal Retirement Age or  (b) in which  occurs
      the tenth  (10th) anniversary of his  participation in the Plan,  or
      (c)  in  which  the  Participant terminates  his  service  with  the
      Employer,  whichever  occurs the  latest.    If the  amount  of  the
      payment required to commence  on the date determined under the  Plan
      cannot be  ascertained by such date,  a payment retroactive to  such
      date may be made no  later than sixty (60)  days after the  earliest
      date on which the  amount of such  payment can be ascertained  under
      the  Plan.   If the Participant elects  to defer the  payment of his
      benefit after his termination  of service, the election shall be  in
      writing, signed by  the Participant, and shall describe the  benefit
      and  the date on  which the payment of  such benefit shall commence.
      Notwithstanding the foregoing,  the failure of a Participant and the
      Participant's spouse  to consent to  a distribution  while a benefit
      is immediately  distributable shall be deemed  to be an election  to
      defer commencement of  payment of any benefit sufficient to  satisfy
      this paragraph.

         Notwithstanding  the  foregoing  to  the  contrary,  the  entire
      interest  of  a Participant  must  be  distributed or  begin  to  be
      distributed no  later  than  the  Participant's  Required  Beginning
      Date.

<PAGE>

              (e) Death Distribution Provisions.

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

                  (2)  Distribution  Beginning   After  Death.    If   the
      Participant dies before distribution of his or  her interest begins,
      distribution   of  the   Participant's  entire  interest   shall  be
      completed by December 31  of the calendar year containing the  fifth
      anniversary of the Participant's death except to the extent that  an
      election is made to receive distributions in accordance with (i)  or
      (ii) below:

                       (i) if any  portion of the  Participant's interest
                           is  payable   to  a   designated  beneficiary,
                           distributions  may be  made over  the  life or
                           over a  period  certain not  greater than  the
                           life expectancy of  the designated beneficiary
                           commencing  on or  before  December 31  of the


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -37-

<PAGE>

                           calendar   year   immediately   following  the
                           calendar year in which the Participant died;

                       (ii)     if  the  designated  beneficiary  is   the
                                Participant's  Surviving Spouse,  the date
                                distributions  are required  to  begin  in
                                accordance  with  (a) above  shall not  be
                                earlier than the later  of 1) December  31
                                of  the   calendar  year   in  which   the
                                Participant  died  and 2)  December 31  of
                                the   calendar    year   in   which    the
                                Participant  would have  attained  age  70
                                1/2.

         If the  Participant has  not made an  election pursuant  to this
      Section  7.2(e)(2)   by  the  time   of  his  or   her  death,   the
      Participant's  designated  beneficiary  must  elect  the  method  of
      distribution no  later than  the earlier  of 1)  December 31 of  the
      calendar year  in which  distributions  would be  required to  begin
      under this  section, or 2)  December 31 of  the calendar  year which
      contains  the  fifth  anniversary  of  the  date  of  death  of  the
      Participant.   If the  Participant has no designated beneficiary, or
      if  the  designated   beneficiary  does   not  elect  a  method   of
      distribution,  distribution  of the  Participant's  entire  interest
      must be  completed by December  31 of the  calendar year  containing
      the fifth anniversary of the Participant's death.

                  (3)  Deemed Participant.   If the Surviving Spouse  dies
      after the Participant,  but before payments  to such  spouse begins,
      the  provisions of  Section 7.2(e)(2),  with the  exception of  (ii)
      therein,  shall be  applied  as if  the  Surviving Spouse  were  the
      Participant.

<PAGE>

                  (4)  Distribution   to  Child.   For  purposes  of  this
      Section 7.2(e), any amount paid  to a child of  the Participant will
      be treated as  if it had  been paid  to the Surviving Spouse  if the
      amount becomes  payable  to  the  Surviving Spouse  when  the  child
      reaches the age of majority.

                  (5)  Date  Distribution Begins.    For the  purposes  of
      this  Section 7.2(e),  distribution of  a Participant's  interest is
      considered  to begin  on the  Participant's required  beginning date
      (or,  if   Section  7.2(e)(3)   above   is   applicable,  the   date
      distribution is required  to begin the Surviving Spouse pursuant  to
      Section 7.2(e)(2) above.   If distribution in the form of an annuity
      irrevocably  commences   to  the  Participant  before  the  Required
      Beginning Date, the date distribution is considered to begin is  the
      date distribution actually commences.

              (f) Definitions.    For   purposes  of  Section   7.2,  the
      following definitions shall apply:

                  (1)  Account  Balance.    The  aggregate  value  of  the
      Participant's Account  Balances derived from  Employer and  employee
      contributions  (including  rollovers),  including  the  proceeds  of
      insurance contracts, if any,  on the Participant's life.  The  value

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -38-

<PAGE>

      of the Account  Balance shall be determined as of the last valuation
      date  in the  calendar year  immediately preceding  the distribution
      calendar year (valuation  calendar year) increased by the amount  of
      any contributions  or forfeitures allocated  to the  Account Balance
      as of dates in the valuation calendar year after the valuation  date
      and decreased by distributions made  in the valuation  calendar year
      after  the  valuation  date.     If  any  portion  of  the   minimum
      distribution for  the first  distribution calendar year  is made  in
      the second  distribution  calendar year  on or  before the  required
      beginning date, the amount  of the minimum distribution made in  the
      second distribution  calendar year  shall be  treated as  if it  had
      been made in the immediately preceding distribution calendar year.

                  (2)  Applicable  Life Expectancy.   The  life expectancy
      (or  joint  and  last  survivor  expectancy)  calculated  using  the
      attained age of the  Participant (or designated  beneficiary) as  of
      the  Participant's  (or designated  beneficiary's)  birthday  in the
      applicable  calendar  year  reduced by  one for  each  calendar year
      which  has  elapsed  since   the  date  life  expectancy  was  first
      calculated.    If  life  expectancy   is  being  recalculated,   the
      applicable  life expectancy  shall  be  the life  expectancy  as  so
      recalculated.    The applicable  calendar year  shall  be the  first
      distribution  calendar  year,  and  if   life  expectancy  is  being
      recalculated such succeeding calendar year.

                  (3)  Designated  Beneficiary.    The  individual  who is
      designated as  the  beneficiary under  the plan  in accordance  with
       401(a)(9) and the proposed regulations thereunder.

                  (4)  Distribution  Calendar Year.   A calendar  year for
      which  a  minimum  distribution  is  required.    For  distributions
      beginning before  the  Participant's death,  the first  distribution
      calendar  year  is  the  calendar  year  immediately  preceding  the
      calendar  year which  contains the  Participant's required beginning
      date.   For distributions beginning  after the  Participant's death,
      the first distribution calendar  year is the calendar year in  which
      distributions are required to begin in this Section 7.2(e).

<PAGE>

                  (5)  Life Expectancy.    Life expectancy  and joint  and
      last survivor expectancy are computed by use of the expected  return
      multiples  in  Tables  V  and  VI  of   1.72-9  of  the  income  tax
      regulations.    Unless  otherwise  elected  by  the  Participant (or
      spouse,  in   the  case  of   distributions  described   in  Section
      7.2(e)(2)(ii)  above) by  the  time  distributions  are required  to
      begin,  life expectancies  shall  be  recalculated  annually.   Such
      election shall be irrevocable as to the Participant (or spouse)  and
      shall  apply to  all subsequent  years.   The  life expectancy  of a
      nonspouse beneficiary may not be recalculated.

                  (6)  Required Beginning Date.

                       (i) General rules.  The Required Beginning Date of
                           a Participant is the first day of April of the
                           calendar year  following the calendar  year in
                           which the Participant attains age 70 1/2.


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                                     -39-


<PAGE>

                       (ii)     Transitional    rules.      The   Required
                                Beginning  Date   of  a  Participant   who
                                attains  age  70  1/2  before  January  1,
                                1988, shall be determined below:

                           1)   Non-5-percent   owners.     The   Required
                                Beginning  Date  of a  Participant who  is
                                not a 5-percent owner is  the first day of
                                April of  the calendar year following  the
                                calendar   year  in  which  the  later  of
                                retirement or  attainment  of  age 70  1/2
                                occurs.

                           2)   5-percent owners.  The required  beginning
                                date of a Participant  who is a  5-percent
                                owner  during  any  year  beginning  after
                                December  31, 1979,  is the  first  day of
                                April  following  the  later  of  a)   the
                                calendar  year in  which  the  Participant
                                attains age 70 1/2, or  b) the earlier  of
                                the  calendar year  with or  within  which
                                ends   the   Plan   Year  in   which   the
                                Participant becomes a 5-percent owner,  or
                                the   calendar    year   in   which    the
                                Participant retires.

                           The Required  Beginning Date of  a Participant
                           who is not  a 5-percent owner who  attains age
                           70 1/2  during 1988 and who has not retired as
                           of January 1, 1989, is April 1, 1990.


<PAGE>

                       (iii)    5-percent   owner.     A  Participant   is
                                treated as a 5-percent owner for  purposes
                                of this section  if such Participant  is a
                                5-percent   owner  as   defined  in   Code
                                416(i)  (determined   in  accordance  with
                                Code   416 but  without regard  to whether
                                the plan is top-heavy) at  any time during
                                the Plan  Year ending  with or within  the
                                calendar  year in which such owner attains
                                age 66 1/2 or any subsequent Plan Year.

                       (iv)     Once  distributions  have  begun to  a  5-
                                percent  owner under  this  Section,  they
                                must continue  to be distributed, even  if
                                the  Participant ceases  to be a 5-percent
                                owner in a subsequent year.

              (g) Transitional Rule.

                  (1)  Notwithstanding  the  other  requirements  of  this
      Section and subject to the requirements of Section 7.1, relating  to
      Joint and Survivor Annuity Requirements,  distribution on behalf  of
      any  employee,   including  a  5-percent   owner,  may  be  made  in
      accordance  with all  of the  following requirements  (regardless of
      when such distribution commences):


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -40-
<PAGE>



                       (i) The distribution  by the  trust  is one  which
                           would not  have disqualified such  trust under
                            401(a)(9) of  the Internal Revenue Code as in
                           effect  prior  to  amendment  by  the  Deficit
                           Reduction Act of 1984.

                       (ii)     The  distribution is  in accordance with a
                                method of  distribution designated by  the
                                employee whose  interest in  the trust  is
                                being  distributed or,  if the employee is
                                deceased,   by  a   beneficiary  of   such
                                employee.

                       (iii)    Such  designation  was  in  writing,   was
                                signed    by   the    employee   or    the
                                beneficiary, and  was made before  January
                                1, 1984.

                       (iv)     The  employee had  accrued a benefit under
                                the plan as of December 31, 1983.

                       (v) The method of  distribution designated by  the
                           employee or the beneficiary specifies the time
                           at  which  distribution   will  commence,  the
                           period over which distributions  will be made,
                           and in the  case of any distribution  upon the
                           employee's  death,  the beneficiaries  of  the
                           employee listed in order of priority.

                  (2)  A distribution  upon death will  not be  covered by
      this  transitional rule  unless the  information in  the designation
      contains the  required information described  above with  respect to
      the distributions to be made upon the death of the Employee.

<PAGE>

                  (3)  For   any  distribution   which  commences   before
      January  1,  1984,  but  continues  after  December  31,  1983,  the
      employee, or  the beneficiary,  to whom  such distribution  is being
      made,   will  be  presumed   to  have   designated  the   method  of
      distribution  under which  the distribution  is  being made  if  the
      method  of   distribution  was   specified   in   writing  and   the
      distribution satisfies the requirements in subsections 7.2(g)(1).

                  (4)  If   a  designation   is  revoked   any  subsequent
      distribution must  satisfy the requirements  of Code   401(a)(9) and
      the proposed  regulations thereunder.   If a designation  is revoked
      subsequent to  the date  distributions  are required  to begin,  the
      trust must distribute by the end of  the calendar year following the
      calendar year  in which the revocation  occurs the total amount  not
      yet  distributed  which  would  have  been  required  to  have  been
      distributed to satisfy Code  401(a)(9)  and the proposed regulations
      thereunder, but for  the TEFRA   242(b)(2) election.   For  calendar
      years  beginning after  December 31,  1988, such  distributions must
      meet the  minimum distributions  incidental benefit requirements  in
       1.401(a)(9)-2 of  the  proposed regulations.   Any  changes in  the
      designation   will  be  considered   to  be   a  revocation  of  the
      designation.  However, the mere substitution  or addition of another


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -41-
<PAGE>


      beneficiary   (one  not   named  in   the  designation)   under  the
      designation, so  long  as such  substitution  or  addition does  not
      alter the period over which distributions are  to be made under  the
      designation, directly  or indirectly (for  example, by  altering the
      relevant  measuring life).    In the  case  in which  an  amount  is
      transferred or  rolled over from one plan to another plan, the rules
      in Q&A J-2 and Q&A J-3 shall apply.

         7.3  Early Distribution to Participants.  Generally,          any
      distribution to a Participant  prior to age  fifty-nine and one-half
      (59-1/2),  except in case of  death or disability, will result in an
      additional income tax  equal to ten  percent (10%) of the  amount of
      the distribution  which is  includible in  his income  and which  is
      attributable to  Employer contributions.   However, such  additional
      income tax  shall generally not apply  to any distribution made  (1)
      after a Participant  separates from service as  part of a series  of
      substantially equal periodic payments made  not less frequently than
      annually and for the  life or life expectancy  of the Participant or
      joint  lives  or  life  expectancies  of  the  Participant  and  his
      designated Beneficiary,  (2) to  a  Participant  who separates  from
      service  after  attainment  of  age  55,  (3)  to  the  extent  such
      distributions  do not exceed the amount allowable to the Participant
      as a deduction  under Code  213 for  amounts paid during the taxable
      year  for medical care, or  (4) to an  alternate payee pursuant to a
      Qualified Domestic Relations Order as described in Section 16.7.

         7.4  Filing Claims.   Claims  for  benefits under  the Employer's
      Plan shall  be filed on  forms supplied by  the Plan  Administrator.
      Written   notice of  the disposition  of a claim  shall be furnished
      the claimant within thirty (30) days after the application  therefor
      is filed.  In the event the  claim is denied, the reasons the denial
      shall be specifically  set forth in writing, pertinent provisions of
      the Plan  shall be cited and,  where appropriate, an explanation  as
      to how the claimant can perfect the claim will be provided.

<PAGE>

         7.5  Appeal Procedure.     Any  Employee,  former  Employee,   or
      beneficiary  of either,  who  has been  denied  a benefit  shall  be
      entitled, upon  request  to the  Plan  Administrator  to appeal  the
      denial of his claim.   If the claimant wishes further  consideration
      of his position, he  may obtain a  form from the Plan  Administrator
      on  which to request a hearing.  Such form,  together with a written
      statement of the claimant's  position, shall be filed with the  Plan
      Administrator no  later than ninety (90)  days after receipt of  the
      written  notification of  disallowance provided  for in  Section 7.4
      above. The appeal  shall be heard by  an ad hoc Retirement Committee
      comprised of three (3)  members appointed by the Plan Administrator.
      The Retirement Committee  shall schedule an  opportunity for  a full
      and fair  hearing of the  issue within  the next  thirty (30)  days.
      Its  decision  following such  hearing shall  be made  within thirty
      (30) days and shall be communicated in writing to the claimant.

         7.6  Distribution for Minor Beneficiary.  In    the    event    a
      distribution  is to be made to a minor,  then the Plan Administrator
      may in its discretion  make such distribution to the legal  guardian
      or,  if  none,  to  a parent  of  such  beneficiary  with  whom  the
      beneficiary maintains  his residence.  Such  a payment to the  legal

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -42-

<PAGE>

      guardian or parent of a minor beneficiary shall fully discharge  the
      Trustee,  the  Employer, and  the  Plan  from  further liability  or
      account thereof.

         7.7  Lost Beneficiary.  In  the event a  benefit is payable under
      the  Plan to  a Participant  or beneficiary  thereof who  cannot  be
      located,  the Plan  Administrator may  either have  the  Trustee set
      aside the  amount of such benefit  in a separate  Account or declare
      that such  benefit  is forfeited.   In  the  event  such benefit  is
      forfeited, such  benefit will be  reinstated if a  claim is made  by
      the Participant or beneficiary thereof.

<PAGE>

         7.8  Tax Withholding.     Unless  the  individual   affirmatively
      elects otherwise, the Plan Administrator  (or its designatee) shall,
      as to distributions made prior to January 1, 1993, withhold  federal
      income taxes from Plan  distributions.  An individual may elect  not
      to have  taxes withheld  from a distribution  that is made  prior to
      January 1, 1993 or as  to distributions made on  or after January 1,
      1993 that  does not  qualify as  an Eligible  Rollover Distribution.
      With respect to distributions made on or after  January 1, 1993 that
      qualify  as   an  Eligible  Rollover   Distribution  and   meet  the
      requirements  of Code  402,  unless a Distributee properly elects to
      have  the amount  transferred  directly  to  an Eligible  Retirement
      Plan,   the   Plan   Administrator   (or   his   designatee)   shall
      automatically withhold  federal income taxes  from the  amount at  a
      rate of twenty  (20) percent.   Within a reasonable  period of  time
      prior to making the distribution,  the Administrative Committee  (or
      its  designatee)  shall  provide  the  individual  with  information
      regarding  income tax  withholding, forms  to withhold  income taxes
      (or  to   elect  not  to  have   income  taxes  withheld  from   the
      distribution as  to distributions made prior  to January 1, 1993  or
      as to  distributions that  do not  qualify as  an Eligible  Rollover
      Distribution), information with respect to  distributions made on or
      after  January  1,  1993  concerning  what  constitutes  an Eligible
      Rollover Distribution and  the manner in which the automatic  twenty
      percent  (20%)  withholding  tax  can  be  avoided,  and  any  other
      information that is  required to be  given to an  individual by  the
      Plan Administrator to comply with Code  402(f).


                   ARTICLE VIII.  LIMITATION ON ALLOCATIONS


         8.1  Sole Plan of Employer.

              (a) If the  Participant does  not participate  in, and  has
      never  participated in another  qualified plan  or a welfare benefit
      fund, as defined in Code  419(e), maintained  by the Employer, or an
      individual   medical  account,   as  defined   in  Code   415(l)(2),
      maintained  by the  Employer, which  provides an Annual  Addition as
      defined in  Section 8.5, the amount of Annual Additions which may be
      credited to the Participant's Accounts  for any Limitation Year will
      not  exceed the  lesser of  the Maximum  Permissible Amount  or  any
      other  limitation  contained   in  this  plan.    If  the   Employer
      contribution  that would  otherwise be  contributed or  allocated to
      the Participant's Accounts would  cause the Annual Additions for the
      Limitation  Year  to  exceed  the  Maximum  Permissible  Amount, the

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -43-

<PAGE>

      amount contributed or allocated  will be reduced so that the  Annual
      Additions   for  the   Limitation  Year   will  equal   the  Maximum
      Permissible Amount.

              (b) Prior   to   determining   the   Participant's   actual
      Compensation  for the  Limitation Year,  the Employer  may determine
      the Maximum Permissible Amount  for a Participant on  the basis of a
      reasonable  estimation of  the  Participant's  Compensation for  the
      Limitation   year,  uniformly   determined  for   all   Participants
      similarly situated.

              (c) As soon as  is administratively feasible after  the end
      of  the  Limitation Year,  the Maximum  Permissible  Amount for  the
      Limitation   Year  will   be   determined  on   the  basis   of  the
      Participant's actual Compensation for the Limitation Year.

              (d) If pursuant  to Section  8.1(c) or as  a result  of the
      allocation of  forfeitures,  there is  an Excess  Amount the  excess
      will be disposed of as follows:

                  (1)  Any      nondeductible      voluntary      employee
      contributions,  to the  extent they would reduce  the Excess Amount,
      will be returned to the Participant;

                  (2)  If  after the  application of  (1) above  an Excess
      Amount still  exists, and the Participant is covered by  the Plan at
      the  end  of  the   Limitation  year,  the  Excess  Amount  in   the
      Participant's   Accounts   will   be   used   to   reduce   Employer
      contributions (including  any allocation  of  forfeitures) for  such
      Participant  in  the  next  Limitation  Year,  and  each  succeeding
      Limitation Year if necessary.

<PAGE>

                  (3)  If  after the  application of  (1) above  an Excess
      Amount still exists,  and the Participant is not covered by the Plan
      at the end of the  Limitation Year, the Excess  Amount will be  held
      unallocated in  a suspense account.   The suspense  account will  be
      applied   to   reduce  future   Employer  contributions   (including
      allocation  of any  forfeitures) for  all remaining  Participants in
      the next  Limitation Year,  and each succeeding  Limitation Year  if
      necessary;

                  (4)  If a suspense account is  in existence at  any time
      during the  Limitation Year pursuant  to this section,  it will  not
      participate in  the allocation of the  trust's investment gains  and
      losses.   If  a  suspense  is  in existence  at  any  time during  a
      particular Limitation  Year, all  amounts  in  the suspense  account
      must be  allocated and reallocated  to Participant'  Accounts before
      any Employer  or any Employee contributions may be made  to the Plan
      for that Limitation Year.  Excess Amounts may not be distributed  to
      Participants or former Participants.

         8.2  Coverage by a Master or Prototype Plan.

              (a) This Section 8.2 applies if, in addition  to this Plan,
      the Participant  is covered  under a  qualified Master  or Prototype
      defined contribution  plan maintained  by  the  Employer, a  welfare

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -44-
<PAGE>


      benefit  fund,  as  defined   in  Code   419(e)  maintained  by  the
      Employer, or  an  individual medical  account,  as  defined in  Code
      415(l)(2),  maintained  by  the Employer,  which provides  an Annual
      Addition  as  defined in  Section 8.5,  during any  Limitation Year.
      The  Annual  Additions  which  may be  credited  to  a Participant's
      Accounts  under this  Plan for  any such  Limitation Year  will  not
      exceed  the  Maximum  Permissible  Amount   reduced  by  the  Annual
      Additions credited to a Participant's account under the other  plans
      and  welfare benefit funds  for the  same Limitation  Year.   If the
      Annual  Additions  with  respect  to  the  Participant  under  other
      defined contribution plans and welfare  benefit funds maintained  by
      the Employer  are less than the  Maximum Permissible Amount and  the
      Employer  contribution  that   would  otherwise  be  contributed  or
      allocated to the  Participant's Accounts under this Plan would cause
      the  Annual  Additions  for  the  Limitation  Year  to  exceed  this
      limitation,  the amount contributed or allocated will  be reduced so
      that the  Annual Additions  under all such  plans and funds  for the
      Limitation Year will equal  the Maximum Permissible Amount.  If  the
      Annual  Additions with respect  to the  Participant under such other
      defined  contribution  plans  and  welfare   benefit  funds  in  the
      aggregate  are equal  to or  greater  than the  Maximum  Permissible
      Amount,   no  amount  will   be  contributed  or  allocated  to  the
      Participant's Accounts under this Plan for the Limitation Year.

              (b) Prior   to   determining   the   Participant's   actual
      Compensation  for the  Limitation Year,  the Employer  may determine
      the  Maximum  Permissible  Amount for  a Participant  in  the manner
      described in Section 8.1(b).

              (c) As soon as  is administratively feasible after  the end
      of  the  Limitation Year,  the Maximum  Permissible  Amount for  the
      Limitation   Year  will   be   determined  on   the  basis   of  the
      Participant's actual Compensation for the Limitation Year.

              (d) If, pursuant  to Section 8.2(c)  or as a result  of the
      allocation of  forfeitures, a  Participant's Annual  Additions under
      this  Plan and such other plans would result in an Excess Amount for
      a Limitation Year,  the Excess Amount will  be deemed to consist  of
      the Annual  Additions last allocated,  except that  annual additions
      attributable  to  a  welfare  benefit  fund  or  individual  medical
      account will  be deemed to have  been allocated first regardless  of
      the actual allocation date.

<PAGE>

              (e) If an Excess  Amount was 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,

                  (1)  the total Excess Amount allocated  as of such date,
      times

                  (2)  the ratio of (i) the  Annual Additions allocated to
      the  Participant for the Limitation year as of  such date under this
      Plan  to   (ii)  the   total  Annual  Additions  allocated   to  the
      Participant  for the Limitation Year  as of such date under this and


                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -45-

<PAGE>


      all  the other  qualified Master  or Prototype  defined contribution
      plans.

              (f) Any  Excess  Amount  attributed to  this  Plan  will be
      disposed in the manner described in Section 8.1(d).

         8.3  Coverage by Other   Defined Contribution Plan.      If   the
      Participant  is  covered  under  another  defined  contribution plan
      maintained by the Employer which is not a  Master or Prototype plan,
      Annual  Additions  which  may  be   credited  to  the  Participant's
      Accounts  under this Plan for any Limitation Year will be limited in
      accordance with Section  8.2 as though the  other plan were a Master
      or  Prototype plan unless the Employer provides other limitations in
      Paragraph 8.1 of the Adoption Agreement.

         8.4  Coverage by a Defined Benefit Plan.      If   the   Employer
      maintains, or  at any time maintained,  a qualified defined  benefit
      plan  covering  any  Participant  in  this  Plan,  the  sum  of  the
      Participant's    Defined   Benefit   Plan   Fraction   and   Defined
      Contribution  Plan Fraction will  not exceed  1.0 in  any Limitation
      Year.    The  Annual   Additions  which  may  be  credited  to   the
      Participant's  Accounts under this Plan for any Limitation Year will
      be  limited  in  accordance  with  Paragraph  8.1  of  the  Adoption
      Agreement.

         8.5  Definitions.    For  purposes  of  this  Article  VIII., the
      following definitions shall apply:

              (a) Annual Additions.   The sum  of  the following  amounts
      credited to a Participant's Accounts for the Limitation Year:

                  (1)  Employer Contributions,

                  (2)  Employee Contributions,

                  (3)  Forfeitures, and

<PAGE>

                  (4)  amounts  allocated,  after March  31,  1984,  to an
      Individual Medical Benefit Account, as  defined in Code   415(l)(2),
      which is  part  of  a  pension or  annuity  plan maintained  by  the
      Employer are treated  as Annual Additions  to a defined contribution
      plan. Also amounts derived from  contributions paid or accrued after
      December 31,  1985, in taxable years  ending after such date,  which
      are  attributable to post-retirement  medical benefits, allocated to
      the  separate  account  of  a  key  employee,  as  defined  in  Code
       419A(d)(3), under  a  welfare  benefit  fund, as  defined  in  Code
       419(e), maintained by the Employer are  treated as Annual Additions
      to a defined contribution plan.

      For this purpose, any Excess Amount applied under Section 8.1(d)  or
      8.2(f) in the Limitation Year  to reduce Employer contributions will
      be considered Annual Additions for such Limitation Year.

              (b) Compensation.   Wages as  defined in Code   3401(a) and
      all other  payments of compensation to  an Employee by the  Employer
      (in the course  of the Employer's  trade or business) for  which the

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -46-

<PAGE>

      Employer is  required to  furnish the  Employee a  written statement
      under Code  6041(d),   6051(a)(3) and  6052.   Compensation  must be
      determined  without regard  to any  rules under  Code  3401(a)  that
      limit the  remuneration included  in wages  based on  the nature  or
      location of  the employment or the  services performed (such as  the
      exception for agricultural labor in Code  3401(a)(2)).

         For any Self-Employed  Individual Compensation will  mean Earned
      Income.

         For  Limitation Years  beginning after  December  31, 1991,  for
      purposes  of  applying  the  limitations   of  this  Article   VIII,
      Compensation for  a Limitation  Year  is  the Compensation  actually
      paid   or    made   available   during    such   Limitation    Year.
      Notwithstanding   the  preceding   sentence,  Compensation   for   a
      Participant in a defined  contribution plan who  is permanently  and
      totally disabled (as defined in Code  22(e)(3)) is the  Compensation
      such Participant would have received for the Limitation Year if  the
      Participant  was paid at  the rate  of Compensation paid immediately
      before  becoming  permanently  and  totally  disabled; such  imputed
      compensation for the disabled Participant may be taken into  account
      only if  the Participant is  not a highly  compensated employee  (as
      defined in  Code  414(q)) and contributions  made on behalf of  such
      Participant are nonforfeitable when made.

              (c) Defined Benefit Fraction.  A fraction, the numerator of
      which is the sum of a Participant's projected annual benefits  under
      all  the   defined  benefit  plans   (whether  or   not  terminated)
      maintained  by the  Employer and  the denominator  of which  is  the
      lesser of  125 percent of the  dollar limitation determined for  the
      Limitation  Year under Code  415(b) and (d) or 140 percent of the of
      the  Participant's  Highest   Average  Compensation,  including  any
      adjustments  under  Code  415(b).    For  purposes of  computing the
      projected  benefit,  it  shall  be  assumed  that  the Participant's
      compensation  and  other   actuarial  assumptions  for  all   future
      Limitation years will be equal to those for the year in question.

<PAGE>

         Notwithstanding the above  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  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 close of the last limitation year
      beginning before  January 1,  1987, disregarding any changes  in the
      terms  and conditions of the  plan after May 5, 1986.  The preceding
      sentence applies only if the defined  benefit plans individually and
      in  the aggregate  satisfied the  requirements of  Code  415  as  in
      effect for all Limitation Years beginning before January 1, 1987.

         Any reference  to 125 percent  above shall be replaced  with 100
      percent subject  to the override  provisions of  Paragraph 8.1(b)(2)
      of the Adoption Agreement.


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                                     -47-

<PAGE>


              (d) Defined  Contribution Dollar Limitation.  $30,000 or if
      greater,  one-fourth of  the defined  benefit dollar  limitation set
      forth in Code  415(b)(1) as in effect for the Limitation Year.

              (e) Defined Contribution Fraction.  A     fraction,     the
      numerator of  which is the  sum of the Annual  Additions credited to
      the  Participant's Accounts  under  all defined  contribution  plans
      (whether  or not  terminated) maintained  by  the Employer  for  the
      current  and  all  prior  Limitation  years  (including  the  Annual
      Additions  attributable to  the Participant's nondeductible employee
      contributions  to  all  defined  benefit   plans,  whether  or   not
      terminated,  maintained by  the Employer,  and the  Annual Additions
      attributable  to  all welfare  benefit  funds,  as defined  in  Code
      419(e),  and  individual  medical  accounts,   as  defined  in  Code
      415(l)(2),  maintained  by the  Employer),  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
      (regardless of  whether a defined  contribution plan  was maintained
      by the  Employer).  The maximum  aggregate amount in any  Limitation
      Year  is  the  lesser  of  125  percent  of  the  dollar  limitation
      determined  under  Code    415(b)  and  (d)  in  effect  under  Code
      415(c)(1)(A)  or  35 percent of  the Participant's  Compensation for
      each such Limitation Year.

<PAGE>

         If the Employee was a Participant as of the end 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
      which  were  in  existence on  May 6,  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, an amount equal to the product
      of (1)  the excess of the  sum of the fractions  over 1.0 times  (2)
      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
      last  Limitation  Year  beginning  before   January  1,  1987,   and
      disregarding any  changes in the  terms and conditions  of the  plan
      made  after  May  5,  1986,  but  using  the  Code   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
      all employee contributions as Annual Additions.

         Any reference  to 125 percent  above shall be replaced  with 100
      percent subject  to the override  provisions of  Paragraph 8.1(b)(2)
      of the Adoption Agreement.

              (f) Employer.  For purposes of this Article, Employer shall
      mean  the Employer  that adopts  this  Plan, and  all members  of  a
      controlled  group of  corporations  (as defined  in Code   414(b) as
      modified  by  Code   415(h)),  all  commonly  controlled  trades  or
      businesses (as defined in Code  414(c) as modified by Code   415(h))
      or affiliated service groups (as defined in   Code  414(m)) of which
      the adopting Employer  is a part, and  any other entity required  to
      be aggregated with the  Employer pursuant to  regulations under Code
      414(o).

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                                     -48-

<PAGE>



              (g) Excess Amount.  The excess of  the Participant's Annual
      Additions  for the  Limitation  Year  over  the Maximum  Permissible
      Amount.

              (h) Highest Average Compensation.  The average compensation
      for the  three consecutive years of  service with the employer  that
      produces the highest average.   A year of  service with the Employer
      is the  12-consecutive month period elected  by the Employer as  the
      Plan Year.

              (i) Limitation Year.  The    12-consecutive-month    period
      elected  by the  Employer  as the  Plan Year.   All  qualified plans
      maintained  by the Employer must  use the same  Limitation Year.  If
      the Limitation Year  is amended to  a different 12-consecutive month
      period, the  new Limitation Year  must begin  on a  date within  the
      Limitation Year in which the amendment is made.

              (j) Master or Prototype Plan.  A plan the  form of which is
      the subject of a  favorable notification or opinion letter from  the
      Internal Revenue Service.

              (k) Maximum Permissible Amount.  The     maximum     Annual
      Addition  that may  be contributed  or allocated  to a Participant's
      Accounts under  the Plan for  any Limitation Year  shall not  exceed
      the lesser of:

                  (1)  the defined contribution dollar limitation, or
                  (2)  25  percent of  the Participant's  Compensation for
      the Limitation Year.

         The compensation limit referred to  in (2) above shall not apply
      to  any contribution  for  medical benefits  (within the  meaning of
      Code  401(h)  or Code  419A(f)(2) which  is otherwise treated as  an
      Annual Addition under by Code  415(l)(1) or Code  419A(d)(2).

<PAGE>

         If a  short Limitation year  is created because of  an amendment
      changing  the  Limitation Year  to a  different 12-consecutive-month
      period, the Maximum Permissible amount will  not exceed the  defined
      contribution   dollar  limitation   multiplied  by   the   following
      fraction:

                 Number of Months in the Short Limitation Year

                                      12

              (l) Projected Annual Benefit.  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:

                  (1)  The  Participant  will  continue  employment  until
      Normal Retirement  Age under the  Plan (or current  age, if  later),
      and

                  (2)  The  Participant's  Compensation  for  the  current

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                                     -49-

<PAGE>

      Limitation Year  and all  other relevant  factors used  to determine
      benefits  under  the  Plan  will  remain  constant  for  all  future
      Limitation Years.


                     ARTICLE IX.  SPECIAL TOP HEAVY RULES

         9.1  Top Heavy Requirements.  For any  Plan Year beginning  after
      December 31, 1983, the Employer's  Plan shall be Top Heavy if any of
      the following conditions exists:

              (a) If the  Top Heavy Ratio  for this plan exceeds  60% and
      this  Plan  is  not  part  of  any  Required  Aggregation  Group  or
      Permissive Aggregation Group of plans.

              (b) If  the  Employer's  Plan  is  a  part  of  a  Required
      Aggregation Group of plans but not part of a Permissive  Aggregation
      Group and the Top Heavy Ratio for the group of plans exceeds 60%.

              (c) If  the  Employer's  Plan  is  a  part  of  a  Required
      Aggregation  Group and  part of  a Permissive  Aggregation Group  of
      plans  and the Top-Heavy  Ratio for the Permissive Aggregation Group
      exceeds 60%

         9.2  Definitions.    For  purposes  of   this  Article  IX.,  the
      following definitions shall apply:

              (a) Key Employee.  Any Employee or former Employee (and the
      beneficiaries of  such employee)  who at  any time  during the  Plan
      Year  containing the  Determination  Date or  any  of the  four  (4)
      preceding Plan Years was:

<PAGE>

                  (1)  an  officer of  the Employer  if such  individual's
      Annual Compensation  exceeds 50  percent  of  the dollar  limitation
      under Code  415(b)(1)(A),

                  (2)  one of the ten Employees  owning (or considered  an
      owner  indirectly  under  Code   318)  at  least  a  1/2%  ownership
      interest  and  the  largest  interests  in  the  Employer  if   such
      individual's  Compensation  exceeds  100  percent  of  such   dollar
      limitation  in effect  under Code   415(c)(1)(A) for  such Plan Year
      (if two (2) Employees  have the same interest  in the Employer,  the
      Employee having the greater Annual Compensation shall  be treated as
      having the larger interest),

                  (3)  a 5-percent owner of the Employer,

                  (4)  or a  1-percent owner  of the Employer  who has  an
      Annual Compensation of more than $150,000.

         For this purpose,  "Annual compensation"  means compensation  as
      defined  in Code   415(c)(3), but  including amounts  contributed by
      the  Employer pursuant  to a  salary reduction  agreement which  are
      excludible  from  the  Employee's  gross  income  under  Code   125,
      402(e)(3),  402(h) or  403(b).   The determination of  who is  a Key


                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -50-

<PAGE>


      Employee will  be made in  accordance with Code   416(i)(1) and  the
      regulations thereunder.

              (b) Non-Key  Employee.  Any Employee or former Employee who
      is not a Key Employee.


              (c) Top Heavy Ratio.

                  (1)  If the  Employer  maintains  one  or  more  defined
      contribution plans  (including any Simplified Employee Pension Plan)
      and the Employer has  not maintained any defined benefit plan  which
      during the 5-year period ending on the determination date(s) has  or
      has had accrued  benefits, the Top Heavy  Ratio for this  Plan alone
      or for the required or  permissive aggregation group as appropriate,
      is  a fraction,  the numerator  of which is  the sum of  the Account
      Balances  of all  Key  Employees  as of  the  Determination  Date(s)
      (including  any  part  of any  Account  Balance  distributed in  the
      5-year  period  ending  on  the   Determination  Date(s)),  and  the
      denominator of which is  the sum of all Account Balances  (including
      any part  of any Account  Balance distributed in  the 5-year  period
      ending  on the  Determination Date(s))  both computed  in accordance
      with Code  416 and  the regulations thereunder.  Both the  numerator
      and denominator of the Top  Heavy Ratio are increased to reflect any
      contribution  not actually  made as  of the  Determination  Date but
      which  is required to be taken into account on  that date under Code
       416 and the regulations thereunder.

<PAGE>

                  (2)  If  the  Employer  maintains  one  or  more defined
      contribution  plans (including any Simplified Employee Pension Plan)
      and the  Employer maintains or  has maintained one  or more  defined
      benefit  plans  which   during  the  5-year  period  ending  on  the
      Determination  Date(s)  has or  has  had  any accrued  benefits, the
      top-heavy ratio for any required or permissive  aggregation group as
      appropriate  is a  fraction, the  numerator of  which is  the sum of
      Account Balances under the aggregated  defined contribution plan  or
      plans  for all  key  employees,  determined in  accordance with  (a)
      above,  and  the  present  value  of   accrued  benefits  under  the
      aggregated defined  benefit plan or plans  for all key employees  as
      of the  Determination Date(s), and the  denominator of which is  the
      sum   of  the   Account  Balances   under  the   aggregated  defined
      contribution  plan or  plans  for  all  Participants, determined  in
      accordance  with  (1)  above,  and  the  present  value  of  accrued
      benefits  under   the  defined  benefit  plan   or  plans  for   all
      Participants as  of the  Determination  Date(s),  all determined  in
      accordance  with Code   416  and  the regulations  thereunder.   The
      accrued benefits under a defined benefit plan in both the  numerator
      and  denominator  of  the top-heavy  ratio  are  increased  for  any
      distribution  of  an accrued  benefit made  in the  five-year period
      ending on the determination date.

                  (3)  For  purposes of  (1) and  (2) above  the  value of
      Account Balances and the  present value of accrued benefits will  be
      determined as  of the most recent  valuation date that falls  within
      or ends with the  12-month period ending on the Determination  Date,
      except as provided in  Code  416 and the regulations thereunder  for


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -51-

<PAGE>

      the  first and  second Plan  Years of a  defined benefit plan.   The
      Account Balances  and accrued benefits of  a Participant (i) who  is
      not a Key Employee but  who was a  Key Employee in a prior year,  or
      (ii)  who has  not performed services with  any Employer maintaining
      the  Plan  at any  time  during  the 5-year  period  ending  on  the
      Determination Date will be disregarded.  The calculation of the  top
      heavy ratio, and the  extent to which  distributions, rollovers  and
      transfers are  taken into account  will be made  in accordance  with
      Code   416 and  the  regulations  thereunder.   Deductible  employee
      contributions  will  not  be  taken  into  account  for purposes  of
      computing  the top heavy ratio.  When aggregating plans the value of
      Account  Balances  and  accrued  benefits  will  be  calculated with
      reference  to  the Determination  Dates that  fall  within the  same
      calendar year.

         The accrued benefit  of a Participant other than  a Key Employee
      shall be  determined under (i)  the method, if  any, that  uniformly
      applies  for  accrual  purposes under  all Plans  maintained  by the
      Employer,  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  411(b)(1)(C).

              (d) Permissive Aggregation Group.  The required aggregation
      group of plans plus any  other plan or plans  of the Employer which,
      when  considered as  a group  with the  required  aggregation group,
      would continue to  satisfy the requirements of Code   401(a)(4)  and
      410.

              (e) Required Aggregation Group.

                  (1)  Each  qualified plan  of the  Employer in  which at
      least  one Key  Employee  participates or  participated at  any time
      during the determination period (regardless  of whether the plan has
      terminated), and

<PAGE>

                  (2)  Any  other qualified  plan  of  the Employer  which
                  enables  a   plan  described   in  (1)   to  meet   the
                  requirements of Code    401(a)(4) or 410.

              (f) Determination Date.   For any  Plan Year  subsequent to
      the first Plan Year, the  last day of the preceding  Plan Year.  For
      the first Plan Year of the Plan, the last day of that year.

              (g) Valuation Date.  The  Valuation Date shall be  the same
      day as the Determination Date.

              (h) Present Value.   Present Value  shall be based  only on
      the interest and mortality  rates specified in Paragraph 8.2 of  the
      Adoption Agreement.


                            ARTICLE X.  PLAN LOANS


         10.1     Participant  Loan   Program.    If  the   Employer  has
      designated in  the Adoption  Agreement  that  loans to  Participants
      shall be permitted,  the Plan Administrator  may direct  the Trustee

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -52-

<PAGE>

      to  make a loan or  loans to a Participant or Beneficiary subject to
      the  following  Participant  Loan  Program  (this  Participant  Loan
      Program  is   effective  for  loans   made  to   Participants  after
      October 18,  1989;  all  other  loans  made  under  the  Plan  shall
      continue  under  their  existing  terms  until  they are  repaid  or
      renewed, whichever occurs first):

              (a) Authorization.  The Plan Administrator is authorized by
      the Trustee  to administer the Loan  Program, and to prescribe  such
      forms  and regulations as  it considers  necessary or appropriate to
      carry  out   the  objectives  of   this  Participant   Loan  Program
      according to its express terms.

              (b) Conditions and Limitations.

                  (1)      Eligibility.      All   Participants,   former
      Participants  and Beneficiaries  who have  a vested  Account Balance
      may  apply  for  loans.    Loans  shall  be made  available  to  all
      Participants  and Beneficiaries  on a  reasonably equivalent  basis.
      Loans shall not  be made available  to Highly  Compensated Employees
      in  an  amount greater  than  the  amount made  available  to  other
      Employees.   No loans will  be made to  any Shareholder-Employee  or
      Owner Employee.

<PAGE>


                  (2)   Maximum Principal  Amount.   No loan(s) shall  be
      granted to  any Participant or Beneficiary  which when added to  the
      outstanding balance of all other loans exceeds in the aggregate  the
      lesser  of  (a)  $50,000, reduced  by  the excess  (if  any) of  the
      highest outstanding  balance of  loans  during  the one-year  period
      ending  on  the day  before  the  date the  loan  is made,  over the
      outstanding  balance of loans from  the Plan on the date the loan is
      made, or (b)  fifty percent (50%) of  the vested Account Balance  of
      the Participant determined immediately after the loan is made.   For
      the purpose of  the above  limitation, all loans  from all plans  of
      the Employer and other members  of a group of Employers described in
      Code    414(b),  414(c), 414(m)  and  (o)  are  aggregated.       An
      assignment  or pledge of  any portion  of the Participant's interest
      in the Plan  and a loan,  pledge or assignment  with respect  to any
      insurance contract  purchased under the Plan,  will be treated as  a
      loan under this Section.

                  (3)  Minimum Principal  Amount.  The Plan  Administrator
      may set  a minimum  required principal amount  for all  loans up  to
      $1,000.

                  (4)  Duration.   Any loan  shall  by  its terms  require
      that  repayment  (principal  and  interest)  be  amortized  in level
      payments,  not less  frequently than  quarterly, over  a period  not
      extending beyond five  (5) years from the  date of the loan,  unless
      such  loan  is  used  to acquire  a  dwelling  unit which  within  a
      reasonable time  (determined at  the time the loan  is made) will be
      used as the Participant's principal residence.

                  (5)  Promissory Note.  Each loan  shall be evidenced  by
      the borrower's  promissory note in a  form satisfactory to the  Plan
      Administrator.

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -53-

<PAGE>


                  (6)  Interest Rate.  The interest  rate charged on  each
      loan shall  be the rate(s) obtained  by the Plan Administrator  from
      persons in the  business of lending money  for loans which  would be
      made  under similar terms  and conditions within a reasonable period
      of time prior to such  loan.  The interest  rate shall remain  fixed
      throughout the duration of the  loan, unless otherwise  specified in
      the promissory  note.  Loans  granted at different  times or  having
      different  durations  or  repayment   methods  may  bear   different
      interest rates.

<PAGE>

                  (7)  Security.    Each  loan  shall  be  secured  by the
      assignment of  not more than fifty  percent (50%) of the  borrower's
      vested Account  Balance.   Unless the  Employer's Plan  is a  Profit
      Sharing Plan which  is exempt from the survivor annuity requirements
      pursuant to  Section 7.1(f), a  Participant must  obtain the consent
      of  his or  her spouse, if  any, to  use of  the Account  Balance as
      security  for  the loan.    Spousal  consent shall  be  obtained  no
      earlier  than the beginning  of the  90-day period that  ends on the
      date on which the  loan is to be so secured.  The consent must be in
      writing,  must acknowledge  the  effect of  the  loan, and  must  be
      witnessed by a Plan  representative or notary public.  Such  consent
      shall  thereafter be  binding with respect to  the consenting spouse
      or  any subsequent spouse with respect to that loan.   A new consent
      shall be required if the Account Balance is used for  renegotiation,
      extension,  renewal, or  other revision  of the  loan.   If  a valid
      spousal  consent   has  been  obtained   in  accordance   with  this
      paragraph, then, notwithstanding any other  provision of this  Plan,
      the portion  of the Participant's vested  Account Balance used as  a
      security interest held by  the Plan by reason  of a loan outstanding
      to  the Participant  shall be  taken into  account for  purposes  of
      determining the  amount of the Account  Balance payable at the  time
      of  death or  distribution, but  only if  the reduction  is used  as
      repayment  of  the loan.   If  less than  100% of  the Participant's
      vested Account Balance (determined without  regard to the  preceding
      sentence)  is payable  to the  Surviving  Spouse, then  the  Account
      Balance  shall  be  adjusted by  first reducing  the  vested Account
      Balance  by the  amount of  the security  used as  repayment  of the
      loan, and  then determining  the benefit  payable  to the  Surviving
      Spouse.

                  (8)  Default.   The  Plan  Administrator shall  promptly
      notify  the Trustee  of any  default in  repayment of  a loan.   The
      Trustee shall  foreclose on the  security for a  loan in default  at
      the later of:

                       (i) the date of the default or

                       (ii)     the first date  on which the  borrower may
                                receive a  distribution from his  Accounts
                                under the terms of the Plan.

      At the  discretion of the  Trustee, foreclosure may  consist of  the
      cancellation  of  the  borrower's  Account  Balance  by  the  unpaid
      principal amount of the  defaulted loan; or the distribution to  the
      borrower of  his promissory note.   The Plan  Administrator and  the


                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -54-

<PAGE>


      Trustee  may take  these steps  without any  advance notice  to  the
      borrower.

                  (9)  Application.   A Participant, former Participant or
      Beneficiary may apply for a loan by completing and returning to  the
      Plan Administrator a loan application in a form satisfactory to  the
      Plan  Administrator.   A  prospective  borrower's  loan  application
      shall be  reviewed by the  Plan Administrator, and  may be  approved
      only  to  the extent  that  the  loan requested  complies  with  the
      requirements of this Participant  Loan Program.  To the extent  that
      a  loan application is  denied, the  Plan administrator  will inform
      the  applicant  of  the reason(s)  for  the  denial,  with  specific
      reference  to the requirements  of the Participant Loan Program upon
      which the denial is based.

                  (10)     Delegation.     The  Plan   Administrator  may
      delegate  to the  Trustee any  of the  Plan Administrator's  rights,
      powers or responsibilities under this Loan Program.

                  (11)     Plan Accounting.   If the loan is treated as a
      directed  investment, the  distribution of  the proceeds  of a  loan
      shall be  charged solely against  the Account of  the borrower,  and
      all repayments of  principal and  interest shall be credited  solely
      to the borrower's Account.   The unpaid principal balance  of a loan
      shall be reflected as a receivable for  the borrower's Account.  The
      borrower  must  pay  the  administrative  expenses  incurred  by the
      Trustee and  the Plan Administrator in  connection with a loan,  and
      any such  expenses not paid directly  by the borrower may be charged
      against his Account.


<PAGE>

                     ARTICLE XI.  PORTABILITY OF BENEFITS


         11.1     Portability of Benefits Permitted.    It shall  be  the
      policy of the Employer's Plan to permit  the transfer of benefits to
      and from the Trust upon the following conditions.

         11.2     Transfer of Benefits to the Trust.   An  individual may
      rollover  or direct  that his  benefits from an  Eligible Retirement
      Plan be  transferred  directly  to the  Trust maintained  under  the
      Plan.   The  Trustee shall  immediately credit  any rolled  over  or
      transferred  benefit  directly  to  a   separate  account  for   the
      individual.   The individual  shall always  be 100%  vested in  this
      rolled over or  transferred amount which  shall be referred to  as a
      "Rollover Account"  under the Plan.   The Rollover Account shall  be
      held,  invested and administered  in accordance  with the  terms and
      conditions  of this Plan and  Trust Agreement in the  same manner as
      Employer Contributions.

         11.3     Transfer of Benefits from the Trust.  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.  The direct rollover to an
      Eligible  Retirement Plan  shall be  accomplished by  any reasonable

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<PAGE>

      means of delivery  to such plan,  including the delivery of  a check
      to the plan, provided that  the payee line of the  check is made out
      in a manner that will  insure that the check is negotiable solely by
      the trustee  of the recipient  plan.   The Trustee  may request  and
      receive a  release  or  statement from  the Distributee  and/or  the
      Trustee of  the transferee plan prior  to making any transfer  under
      this  Section  that  the  recipient   Eligible  Retirement  Plan  is
      qualified and  is intended  to meet the  applicable requirements  of
      the  Code and that it  will accept such  transfer.  For transfers on
      or after January  1, 1993, if such  sum is not directly  transferred
      to an Eligible Retirement  Plan then such transfer shall be  subject
      to the tax withholding rules  set forth in Paragraph  7.8.  The Plan
      Administrator is not required to  recognize a terminated  Employee's
      election  to directly  rollover an  amount if  the Eligible Rollover
      Distributions for the  year are  reasonably expected  to total  less
      than $200.

         11.4     Restrictions upon Portability.  Plan benefits shall not
      be  immediately transferred  pursuant  to  this Section  if (a)  the
      transfer  would require the  sale of any  assets of  the Trust  at a
      loss to the detriment  of other Plan Participants, (b) the  transfer
      involved  the  liquidation of  an illiquid  investment,  or (c)  the
      immediate  transfer  would   be  to  the  detriment  of  other  Plan
      Participants.


<PAGE>

                ARTICLE XII.  INVESTMENT IN INSURANCE CONTRACTS

         12.1     Investment in Contracts.   The Trustee, as  directed by
      the Employer,  may invest  in insurance or  endowment contracts  for
      one  or  more Participants.    If  so directed,  the  Trustee  shall
      procure  on  the life  of  a  Participant, or,  for  a  Participant,
      subject to  the rules of  the insurer, life  insurance, annuity,  or
      endowment  contract,  of  an  appropriate  type  with  level  annual
      premium payments  from any life insurance  company authorized to  do
      business in the  State of Arkansas, which  shall be selected  by the
      Employer.   In the  event of any conflict between  the terms of this
      Plan and  the terms of any  insurance contracts hereunder, the  Plan
      provisions shall control.

         12.2     Maximum Premium Amount.  No more than one-quarter (25%)
      of the aggregate Employer contributions,  plus forfeitures, if  any,
      allocated to  any Participant will  be used to  pay the premiums  on
      term  life insurance contracts,  universal life insurance contracts,
      and all other life insurance contracts which are not ordinary  life.
      If  ordinary  life  insurance  contracts  are  purchased,  less than
      one-half  (1/2)  of   the  aggregate  Employer  contributions   plus
      forfeitures, if  any, allocated to  any Participant may  be used  to
      pay  the premiums  attributable  to them.    For purposes  of  these
      incidental insurance provisions,  ordinary life  insurance contracts
      are   contracts   with  both   nondecreasing   death  benefits   and
      nonincreasing premiums.   If a combination  of ordinary and term  or
      universal  life  is selected,  the  sum  of one-half  (1/2)  of  the
      ordinary life  premiums and all  other life insurance premiums shall
      not exceed  one-fourth (1/4)  of  the  aggregate contributions  plus
      forfeitures, if any, allocated to any Participant.

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<PAGE>


         12.3     Ownership of Policies.  The Trustee shall apply for and
      be the owner of  any contracts purchased hereunder.  Such  ownership
      shall include  the right to  exercise all rights  and privileges  of
      ownership  in  accordance with  the  terms  of the  contract.    The
      Trustee shall have no  responsibility to pay any premiums in  excess
      of the  funds  which are  available for  that purpose.   No  insurer
      which issues any contract  under this Plan  shall be deemed a  party
      to the  Plan or Trust for  any purpose.   Any such  insurer shall be
      fully  protected   and  shall  incur  no  liability  for  taking  or
      permitting  any action in  accordance with  the written direction of
      the Trustee.

         12.4     Accounting for Insurance Contracts.    Payments  to the
      insurer with respect  to any  life insurance, annuity, or  endowment
      contract for a  Participant shall  constitute an  investment of  the
      funds  credited  to the  Participant's  Account. However,  insurance
      contracts held in a  Participant's Account shall not be included  in
      the Trust Fund valuation  under Section 15.2.  Dividends or  credits
      will  be allocated directly  to the  Participant's Account for whose
      benefit  the contract  is  held.   Insurance  premiums paid  on  any
      insurance  issued on  the life  of a  Participant shall  be  charged
      against that Participant's Account.

<PAGE>

         12.5     Distribution  of  Contract.   Subject  to  Section 7.1,
      relating to Joint and Survivor  Annuity Requirements, the  contracts
      on  a Participant's life will be converted to cash  or an annuity or
      distributed to  the Participant upon  commencement of benefits.  Any
      annuity contract distributed herefrom must  be nontransferable.  The
      terms of any annuity contract purchased and distributed by the  Plan
      to a  Participant or spouse  shall comply with  the requirements  of
      this Plan.

         12.6     Contract  Proceeds.    All  insurance  contracts  shall
      provide that  proceeds will be payable  to the Trustee, however  the
      Trustee shall be required to  pay over all proceeds  of the contract
      to  the  Participant's  Designated  Beneficiary  in  accordance with
      Article  V.    A   Participant's  spouse  will   be  the  Designated
      Beneficiary of the proceeds in all  circumstances unless a qualified
      election has been made  in accordance with Section 7.1, relating  to
      Joint  and Survivor  Annuity Requirements, if applicable.   Under no
      circumstances shall the Trust Fund retain any part of the  proceeds.



               ARTICLE XIII.  ADMINISTRATION OF EMPLOYER'S PLAN


         13.1  Plan Administrator.   The  Employer  shall  by  resolution
      designate  itself,   an  individual  or  a   committee  as  a   Plan
      Administrator who  shall be the Named  Fiduciary as required by  the
      ERISA.  The Plan Administrator shall be charged with the  Employer's
      management of the Plan operations and its administration.  The  Plan
      Administrator  shall serve  at the  will of  the Employer,  but  may
      resign by delivering his written  resignation as Plan  Administrator
      to the  Employer.  Successor  Plan Administrators shall be appointed
      by  resolution of  the Board  of Directors,  if a  corporation,  the
      Managing Partner(s), if a partnership, or  by the Owner-Employee, if


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                                     -57-
<PAGE>


      a sole  proprietorship.  Immediately  following any  appointment the
      Employer shall  provide the Trustee  the name and  signature of  the
      Plan Administrator.   The Trustee may  conclusively assume that  the
      Plan Administrator will continue  to act in that capacity until  the
      Trustee has been notified in writing by the Employer.

         13.2     Duties of Plan Administrator.   The Plan  Administrator
      shall administer  the Plan in  accordance with its  terms and  shall
      have  all powers necessary to carry out the  provisions of the Plan.
      The Plan Administrator shall  interpret the Plan and shall determine
      all questions  arising  in the  administration, interpretation,  and
      application of  the Plan.  The  Plan Administrator shall adopt  such
      rules  and  regulations  as  it  deems  necessary  or  advisable  to
      administer  the  Plan.     In   performing  its  duties,  the   Plan
      Administrator shall act solely in  the interest of  the Participants
      of the  Plan and their Beneficiaries  and for the exclusive  purpose
      of providing  benefits to Participants  and their  Beneficiaries and
      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 matters would use  in the conduct of
      an enterprise of a like character and with like aims.

         13.3     Directions to Trustee.   The  Plan Administrator  shall
      notify the Trustee in  writing of any action the Plan  Administrator
      desires the Trustee  to take, and the  Trustee shall be  entitled to
      rely upon  such writing until  such time as  the Plan  Administrator
      shall file a written revocation of such direction with the  Trustee.
      The  Plan  Administrator may  employ  such  actuaries,  accountants,
      counsel, specialists  and other  persons as  it  deems necessary  or
      desirable in connection with the administration of the Plan; and  if
      he  relies  in  good  faith  upon  opinions  furnished  him  by  any
      professional  or specialist,  the Employer  shall indemnify  him for
      any and all  claims, loss,  damages, expense  and liability  arising
      from any resulting action or failure to act.

<PAGE>

         13.4     Information and Records.   The  Plan Administrator  may
      establish a  manual of operations and  procedures, and shall keep  a
      record  of its actions as well as all books  of account, records, or
      other data  necessary for the administration  of the Plan.  The Plan
      Administrator  shall  notify the  Trustee and  the  Employer of  any
      action taken and,  when required, shall  notify any other interested
      person or persons.

         13.5     Expenses of Plan Administrator.  The Plan Administrator
      shall  serve   without  compensation  for   its  services   as  Plan
      Administrator,  but all expenses  of the  Plan Administrator will be
      paid  by  the Employer.    Such  expenses shall  include  all  those
      incident to the Plan Administrator's  functions, including, but  not
      limited  to, fees  of  actuaries, accountants,  counsel,  investment
      advisors, and other specialists.

         13.6     Fiduciary Responsibility.  The Plan Administrator shall
      not be liable or responsible for the acts  of commission or omission
      of  another fiduciary  unless (a)  the Plan  Administrator knowingly
      participated or knowingly attempted  to conceal the  act or omission
      of another  fiduciary and  the Plan  Administrator knew  the act  or

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<PAGE>

      omission  was a  breach  of  fiduciary responsibility  by the  other
      fiduciary; or (b) the  Plan Administrator has knowledge of a  breach
      by the  other fiduciary  and shall  not make  reasonable efforts  to
      remedy the  breach; or (c)  the Plan Administrator's  breach of  its
      own  fiduciary  responsibility  permitted  the  other  fiduciary  to
      commit a breach.   From  the assets  of the  trust, the Trustee  may
      indemnify  the  Plan  Administrator  against  any  and  all  claims,
      losses, damages,  expenses and liabilities arising  from any act  of
      commission or omission if the  act is determined not  to be a breach
      of  fiduciary  responsibility  by  the   Plan  Administrator.    The
      indemnification shall  include attorney's fees  and all  other costs
      and  expenses  reasonably  incurred  by  the  Plan  Administrator in
      defense of any action brought  against him arising from  such act of
      commission or omission.

         13.7    Reporting and Disclosure Duties of Plan Administrator.
      The  Plan  Administrator  shall  furnish  the  Participant  and  the
      Beneficiaries a  copy  of the  summary  plan description  within  90
      days after  the individual becomes a Participant in  the Plan or (in
      the case of  a Beneficiary) within  90 days after he  first receives
      benefits from the Plan. The Plan  Administrator shall furnish to the
      Secretary of  Labor any  modification of,  or changes  to, the  Plan
      within  sixty  (60) days  after  the   modification   or  change  is
      adopted; the same information shall be furnished to  the Participant
      or  Beneficiaries  within two  hundred ten (210) days after the Plan
      Year within which  the  modification or  change was adopted.   Every
      five (5) years the Plan Administrator shall furnish to the Secretary
      of Labor,  the  Participant  and   the  Beneficiaries   an   updated
      summary   plan   description.   If no  amendments were  made  to the
      Plan, the  Plan   Administrator   shall  not be  required to furnish
      the updated summary  plan description  to the  Participant  and  the
      Beneficiaries  every   five  (5)  years, but  shall  be  required to
      furnish  the  updated  summary plan  description to the  Participant
      and  the   Beneficiaries   at   least  every (10) years.   The  Plan
      Administrator  shall file such  other   reports   (except  for those
      reports referred  to  in Section  14.11)  with   the  Departments of
      Labor  and  Treasury  as  may be required by statute or regulations.

<PAGE>

         13.8     Delegation of Reporting Responsibilities.    The   Plan
      Administrator may  delegate  in  writing to  the Trustee  such  Plan
      management,  reporting and  disclosure  responsibilities as  may  be
      agreed upon  by the Plan  Administrator and the  Trustee and in  the
      same   manner,  revoke   any  such  delegation   of  responsibility;
      provided,   however,  that  the  Plan   Administrator  shall  remain
      primarily  responsible   for  its   administrative  duties  and   no
      delegation shall  be made which is  contrary to the requirements  of
      federal law or regulation.

         13.9     Establishment of Funding Policy.           The     Plan
      Administrator shall establish and supervise  a funding policy  and a
      method for carrying out that policy; the policy shall be  consistent
      with the needs and  objectives of the Plan  and the requirements  of
      Title I of ERISA.   This funding policy shall be communicated to the
      Trustee.


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                                     -59-

<PAGE>


         13.10    Employer as Plan Administrator.    In   the  event  the
      Employer is designated as Plan  Administrator, the Employer  through
      its officers shall appoint an agent to act for and  on behalf of the
      Employer in performing the duties  and responsibilities imposed upon
      the  Plan Administrator.   In such a  case, any  notice to  the Plan
      Administrator will be deemed effective if delivered in person or  by
      certified mail to the President or Secretary of the Employer.


         ARTICLE XIV.  CREATION OF TRUST AND TRUSTEE RESPONSIBILITIES

         14.1     Establishment and Acceptance of Trust.     The  Trustee
      shall  receive  any contributions  paid  to  it in  cash,  or  other
      property approved by  the Plan  Administrator for acceptance by  the
      Trustee.  All  contributions so  received together  with the  income
      therefrom  shall be  held, managed,  and administered  in  the Trust
      Fund  pursuant  to  the  terms of  this  Agreement  and may  not  be
      diverted to  or used  for other  than the  exclusive benefit of  the
      Participants  or their  beneficiaries.   The Trustee  hereby accepts
      the Trust created hereunder  and agrees to perform the duties  under
      this Agreement on its part to be performed.

<PAGE>


         14.2   Selection of Trustee.  The  Trustee or  Trustees shall  be
      selected by the Employer and  may be removed by  the Employer at any
      time  upon written notice  to the Trustee.   The  Trustee shall have
      the  right to resign  at any time  by giving  written notice  to the
      Employer.   The Trustee may  be removed upon  ten (10) days  written
      notice  from  the  Employer.    Immediately  after  the  removal  or
      resignation of the Trustee, the Employer  shall appoint a  successor
      Trustee, who  shall qualify  by delivering a  written acceptance  to
      the Employer  and to the resigning  Trustee.  The resigning  Trustee
      shall  forthwith  file   with  the   Employer  and  with  the   Plan
      Administrator  a written  account of its  acts from the  date of its
      last  previous  annual  account  to  the  date  of  its  removal  or
      resignation;  and the  retiring Trustee  shall assign,  transfer and
      pay over to the successor Trustee the assets constituting the  Trust
      Fund.   The  resigning Trustee  may have  its account  settled  by a
      court of competent jurisdiction.

         14.3     Powers of the Trustee.   The Trustee  is, and  shall be
      authorized  and empowered  in  its discretion,  but  not by  way  of
      limitation, to:

              (a) invest and reinvest the principal and the income of the
      Trust Fund  and keep  the Trust  Fund invested, without  distinction
      between  principal   and  income,  in   bonds,  insurance  policies,
      mortgages, debentures,  preferred or common  stocks, stock  options,
      puts,  calls, mutual  funds, a  common trust  fund maintained  by  a
      fiduciary which is a  bank or an insurance company, and real  estate
      or personal  property.  The  Trustee may invest assets  of the Trust
      Fund  in   the  stock  or  other   security,  or  any  evidence   of
      indebtedness of the Trustee or an  affiliate of the Trustee  if such
      transaction is  not a prohibited transaction  under Code  4975.   If
      the Plan is a Profit  Sharing Plan, the Trustee may acquire and hold
      up  to  100%  of the  assets  of  the Plan  in  qualifying  employer
      securities as  defined in Section 407(d)(5)  of ERISA.  The  Trustee

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<PAGE>

      may deposit the  Plan's assets in  an interest bearing account  in a
      financial institution supervised by the United  States, or a  state,
      if the financial institution is a fiduciary of the Plan;

              (b) sell, exchange, convey, transfer, or dispose of, and to
      grant options  with respect  to, any asset  held in the  Trust Fund.
      Any  sale  may be  made by  the Trustee  by private  contract or  by
      public auction,  and for cash or  upon credit, as  the Trustee shall
      be  bound  to supervise  the  application  of the  proceeds  of  any
      transaction  or  to  inquire  into   the  validity,  expediency   or
      propriety of the transaction;

              (c) retain, manage, operate,  repair, improve, mortgage  or
      lease for any  period, any  real or  personal property  held by  the
      Trustee, and  to purchase  and carry  insurance in  such amount  and
      against such hazards as the Trustee may deem advisable;

              (d) vote in  person  or by  general or  limited proxy  with
      respect  to  any bonds,  stocks  or  other securities  held  by  the
      Trustee; to exercise  any options applicable  to any  bonds, stocks,
      or  other securities;  to  exercise  any rights,  to  subscribe  for
      additional bonds,  stocks or other securities,  and to make any  and
      all necessary payments  therefor; to join in,  or to dissent from or
      oppose,   the   reorganization,   recapitalization,   consolidation,
      liquidation,  sale or merger of corporations or  properties in which
      the  Trustee may  be  interested, as  Trustee,  upon the  terms  and
      conditions as he may deem prudent;

              (e) accept  and  hold  any  securities  or  other  property
      received  by  the Trustee,  whether  or  not the  Trustee  would  be
      authorized to invest in such securities;

              (f) make,  execute, acknowledge  and  deliver  any and  all
      documents  of  transfer  and  conveyance  and  any   and  all  other
      instruments that  may be necessary or  appropriate to carry out  the
      powers herein granted;

<PAGE>

              (g) settle, compromise, or submit to arbitration any claim,
      debts  or damages  due  or  owing  to or  from  the  Trust Fund,  to
      commence  or defend  suits or  legal or  administrative proceedings,
      and  to  represent  the  Trust  Fund  in  all  suits  and legal  and
      administrative proceedings;

              (h) employ  suitable agents and  counsel, and to  pay their
      reasonable expenses and compensation which  will be charged  against
      the Trust Fund or the  assets held in the  Participating Trusts only
      to the extent hereinafter provided;

              (i) keep such  portion of  the Trust Fund  in cash  or cash
      balances as the Trustee  may from time to  time deems to  be in  the
      best  interests of  the Trust  Fund, it  being understood  that  the
      Trustee  shall not be required  to pay any interest on any such cash
      balances;


                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -61-

<PAGE>

              (j) keep such records and make such returns and reports  as
      may  be required by  Trustee of  qualified employee  pension benefit
      plans under the Code and regulations issued thereunder;

              (k) borrow or  raise money for  the purposes  of the  trust
      from others to the extent  and upon such terms and conditions as the
      Trustee may deem desirable  or proper; and  for any sum so  borrowed
      to  issue  its  promissory note,  as  Trustee,  and  to  secure  the
      repayment thereof  by pledging all  or any part  of the  Trust Fund,
      except for  segregated accounts or  Elective Deferral  Accounts; and
      no  person lending money to  the Trustee shall be bound to supervise
      the  application of  the  money borrowed,  or  to inquire  into  the
      validity, expediency or propriety of any borrowing;

              (l) cause   any  investments   to  be  registered   in,  or
      transferred into, its name as Trustee, or the name of the  Trustee's
      nominee or  nominees, or  to retain the  investment in  unregistered
      form or  in a form  permitting transfer by  delivery only;  however,
      the  books and records  of the Trustee shall at  all times show that
      all investments are part of the Trust Fund;

              (m) require  indemnity  from  Employer,  to  the  Trustee's
      satisfaction,  before taking  any action  with respect  to which the
      Trustee   may   have   reasonable   ground   for   requesting   such
      indemnification;

              (n) invest in insurance contracts as authorized in  ARTICLE
      XII;

              (o) to  lend money  to Plan  Participants as  set forth  in
      ARTICLE  X,  if Participant  loans  are  permitted in  the  Adoption
      Agreement;

              (p) invest the  Trust Fund's  assets with  any other  trust
      which is  qualified pursuant to Code   401(a) on the condition  that
      income and  capital shall  be  divided  proportionately between  the
      trusts;

<PAGE>

              (q) generally, do all such acts and execute and deliver all
      such instruments as in  the judgment of the Trustee may be necessary
      or desirable to carry out any  powers conferred upon it, without the
      order of any  court, and  without having  to post  bond or make  any
      inventories, returns or reports of its doings to any court;

              (r) perform all acts, whether or not expressly described or
      referred to above, which  the Trustee may deem necessary, proper  or
      desirable for the protection or enhancement of the Trust Fund; and

              (s)  in addition  to the foregoing,  the Trustee  shall have
      all  the  powers authorized  by  Arkansas  Acts of  1961,  No.  153,
      Section 3 (the same  being Ark. Code Ann.   28-69-116) which Act is,
      by  this reference  thereto,  incorporated herein  and  made  a part
      hereof as if fully set out.

         14.4     Prudent Investments.  In making  all investments deemed
      necessary and worthwhile, the Trustee  shall exercise that judgment,

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                                     -62-

<PAGE>

      ordinary   care  and   diligence   under   the  circumstances   then
      prevailing,  which  men of  prudence,  discretion, and  intelligence
      familiar with  such matters exercise in  a like situation and  shall
      diversify  such investments  so as  to minimize  the risk  of  large
      losses.

         14.5     Establishment of Employer Investment Committee.  At the
      discretion of the Employer,  if the Employer elects in the  Adoption
      Agreement  or  subsequently  by a  written notice  delivered  to the
      Trustee, the  Employer may establish  an Investment  Committee which
      shall assume  the responsibility, and be  liable for, the making  of
      prudent  investments.    Investments  directed  by  the   Investment
      Committee  shall   not  be   in   conflict   with  the   "prohibited
      transactions"  provisions  of   the  Code.     As  directed  by  the
      Investment Committee, the Trustee shall  purchase such securities or
      other  property,  including any  property  authorized under  Section
      14.3 above, or shall  sell such securities, or other property,  held
      as part  of  the  trust  fund,  as  may be  specified  in  any  such
      direction  received in writing  from the  Investment Committee.  The
      Trustee shall have  no obligations whatsoever  to seek,  or request,
      any direction  from the Investment Committee  nor shall the  Trustee
      have  any power or  authority to dispose of  any such securities, or
      property,  acquired pursuant  to such  direction unless  directed by
      the  Investment  Committee.    The  Trustee  shall,  subject  to the
      limitations  herein set forth,  be under a  duty to  comply with any
      directions when given, but shall  have no responsibility  whatsoever
      in connection with any  purchase, retention, sale or other acts  set
      forth  in the directions  from the  Investment Committee, other than
      in compliance with such directions, except as follows:

              (a) The  Trustee shall  not  knowingly  participate  in  or
      knowingly  undertake to  conceal an  act or  omission of  any  other
      fiduciary  to the Plan with  the knowledge that such act or omission
      of another fiduciary is  a breach of this Plan  and Trust or  of any
      provision of applicable law.


<PAGE>

              (b) The  Trustee shall not conduct itself, in the discharge
      of its specific responsibilities hereunder, in  a manner that  would
      enable another  fiduciary to commit a  breach of this Plan and Trust
      or of any provision of applicable law.

              (c) If the  Trustee has  knowledge of a  breach by  another
      fiduciary to the Plan,  the Trustee shall  make reasonable  efforts,
      under the circumstances, to remedy the breach.

              (d) The  Trustee shall  not follow  the  directions of  the
      Investment Committee  if the  Trustee knows  or, from  the facts  of
      which it is aware, should  know, that the directions are not made in
      accordance  with  the  terms  of  the  Plan,  or  are  contrary   to
      provisions of applicable law.

         It is  the  intention  of this  provision  that  the  Investment
      Committee shall  be the named  plan fiduciary with  respect to  plan
      investments and  that the  Trustee shall be relieved  from liability
      for following  the proper instructions  of the  Investment Committee
      as provided in Section 405(b)(3)(B) of Title I of ERISA.


                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -63-

<PAGE>


         14.6     Participant Investment Direction.    If   the  Employer
      elects  to  permit  Participant  direction  of  an  Account  in  the
      Adoption  Agreement, a  Participant  may  give  the Trustee  written
      notice that he elects  to direct the investment and reinvestment  of
      such Account.   The  Trustee shall not  be required  to accept  such
      direction if it will create an undue administrative burden.   Assets
      thus  purchased  shall  be  held  by  the  Trustee  as  a   separate
      investment account to which all earnings and losses of that  account
      shall be attributed.  Moreover, such assets shall  be subject to all
      of the other provisions of this Plan, except that such assets  shall
      be excluded  from the Trust Fund  for allocation of annual  earnings
      or losses and all  sales, administrative and other fees incurred  in
      the  purchase  or  sale   of  any  such  assets  shall  be   charged
      exclusively  against such  assets. The  Trustee or  any other person
      shall  not be  under any  duty to  question any  direction  from the
      Participant or  to review  any securities  or other  property or  to
      make any  suggestion to the Participant.   If a Participant  directs
      the Trustee  to invest in collectibles  (within the meaning of  Code
       408(n)(2)), such  an investment  will  be treated  as an  immediate
      distribution to the Participant.

         14.7     Payments from the Fund.  The Trustee shall from time to
      time,  on the  written  directions of  the Plan  Administrator, make
      payments out of the Trust  Fund to such persons,  in such manner, in
      such  amounts, and  for such  purposes as  may  be specified  in the
      written  directions of  the Plan  Administrator, and  upon any  such
      payment being made, the amount thereof shall no longer constitute  a
      part  of  the  Trust Fund.   Each  such  written direction  shall be
      accompanied by  a certificate  of the  Plan  Administrator that  the
      payment  is in accordance with  the Plan.   The Trustee shall not be
      responsible  in any way for the application of  such payments or for
      the adequacy of  the Trust Fund  to meet and  discharge any  and all
      liabilities under the Plan.

<PAGE>

         14.8     Scope of Responsibilities.      The     duties      and
      responsibilities  of   the  Trustee  shall   be  according   to  the
      provisions  of  this Plan  and  ERISA  and, except  as  provided  by
      statute,  no other or  further duties  or responsibilities  shall be
      imposed or  implied by the Employer  without the written consent  of
      the Trustee.  The Trustee shall discharge  its duties solely in  the
      interest  of  the  Participants  and   beneficiaries  and  for   the
      exclusive purpose  of providing benefits  to Participants  and their
      beneficiaries  and  defraying reasonable  expenses of  administering
      the Plan.

         14.9     Records of Trustee.   The investment  records shall  be
      open at  all reasonable times  to inspection by  the Employer,  Plan
      Administrator, Participants or their beneficiaries.

         14.10    Settlement of Controversies.      In  the   event   any
      controversy shall  arise between the  Trustee and  any other person,
      including  without limitation, the Plan  Administrator, the Employer
      or any  Participant or beneficiary under  the Plan, with respect  to
      the interpretation of this Plan  or the duties of the Trustee or any
      other fiduciary, the Trustee  may require that the issue be  decided
      by   a  court   of   competent   jurisdiction,   and  pending   such

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -64-

<PAGE>


      determination, the Trustee shall not be obligated to take any  other
      action in connection  with the matter  involved in  the controversy.
      The cost of any litigation to which the Trustee shall  be a party in
      connection with  the Trust  shall  be  considered an  administrative
      expense.   The  Trustee may  compromise and  adjust claims  due  the
      Trustee  upon  the  terms  and  conditions  acceptable  to  the Plan
      Administrator.    The Trustee  shall  at  no time  be  obligated  to
      institute any  legal action unless  it shall be  indemnified to  its
      satisfaction for  any fees,  costs and  expenses to  be incurred  in
      connection with the litigation.

         14.11    Annual Statement to Participants.    The  Trustee shall
      keep full and complete  records of the administration of the  trust.
      Within  210 days after  the end of  a Plan  Year, the  Trustee shall
      furnish the Employer a summarized  financial statement.  The Trustee
      shall  also file  all reports  and returns  with the  Department  of
      Labor, and/or Treasury which are required by statute or  regulations
      to be filed by trustees of employee pension benefit plans.

<PAGE>

         14.12    Instructions to Trustee.   All instructions  or notices
      provided to be given by the Plan Administrator to the Trustee  shall
      be  in writing  and signed by  the Plan Administrator.   The Trustee
      shall  be furnished  signatures  of the  Plan Administrator,  or its
      agents, who are authorized to  act on its behalf and the Trustee may
      rely upon such instructions to the extent permitted by law.

         14.13    Trustee Compensation.  The Trustee (if he is not a full
      time  Employee  of  the   Employer)  shall  be   paid  a  reasonable
      compensation  as  shall be  agreed  upon  by the  Employer  and  the
      Trustee.   The Trustee, in  performing its duties  under this  Plan,
      may employ  counsel, accountants and other  agents as it shall  deem
      advisable.  The  Trustee may employ  other fiduciaries or investment
      managers only after  securing the  written approval  of, or  written
      directions  from, the  Employer.    All  expenses  incurred  by  the
      Trustee  in the  administration  of  the trust,  including  but  not
      limited to,  the compensation  of  counsel, accountants,  investment
      managers,  the  Trustee,  other  agents  or  fiduciaries,  shall  be
      charged against the Trust  Fund, to the extent not paid directly  by
      the  Employer.    All taxes  that may  be  levied or  assessed under
      existing or  future laws  upon,  or in  respect to,  the trust,  its
      assets or  the income  therefrom shall  be a  charge upon  the Trust
      Fund, to the extent not paid directly by the Employer.

         14.14    Liability for Acts of Other Fiduciaries.   The  Trustee
      shall not be  liable for the acts  or omissions of another fiduciary
      unless  (a) the  Trustee  knowingly  participates  in, or  knowingly
      attempts to  conceal the act or  omission of, another fiduciary  and
      the Trustee  knows the act  or omission  is a breach of  a fiduciary
      responsibility  by  the other  fiduciary;  or  (b) the  Trustee  has
      knowledge of  a breach  by the  other fiduciary and  shall not  make
      reasonable  efforts to  remedy  the  breach;  or (c)  the  Trustee's
      breach  of  its  own  fiduciary  responsibility  permits  the  other
      fiduciary to commit a breach.  Except as set  forth in the preceding
      sentence, a Trustee  shall not be liable  for the acts or  omissions
      of an investment manager appointed pursuant to Section 14.13.


                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -65-

<PAGE>


         14.15    Allocation of Fiduciary Responsibility.  If there shall
      be more  than one  Trustee, the  Trustees shall  jointly manage  and
      control the  assets of the Plan  unless the Employer shall  allocate
      in writing  specific responsibilities, obligations  and duties among
      the    Trustees.       The   Employer    may   allocate    fiduciary
      responsibilities,  other  than the  Trustee's  responsibilities,  to
      other fiduciaries.  If  the Employer shall make such an  allocation,
      then the  specified Trustee  or fiduciary shall  be responsible  for
      the duties  allocated to  that Trustee  or fiduciary  and the  other
      Trustees  or fiduciaries  shall  not be  liable  for any  breach  of
      fiduciary responsibility for the duties  allocated to other Trustees
      or fiduciaries,  except  as  set forth  in Section  14.14.   If  the
      Employer  shall not  allocate specific responsibilities, obligations
      or  duties to  a Trustee,  then  any act  may  be  performed by  any
      Trustee and such act shall  have the same force and effect as if the
      act  had  been performed  by  all  of the  Trustees.    Any  person,
      corporation or  other entity may  deal with any of  the Trustees and
      may accept the signature of  any Trustee in the same manner and with
      the  same  force and  effect  as  if  the individual  were  the sole
      Trustee.


                       ARTICLE XV.  TRUST FUND VALUATION


         15.1     Revaluation  on each Valuation Date.  The Trustee shall
      have  the responsibility  and duty  of determining  the fair  market
      value of the  assets in the Trust on  the last day of each Plan Year
      and  on any other  interim date during the Plan  Year as required by
      the Plan Administrator or as determined  reasonably necessary by the
      Trustee (the "Valuation  Date").  In determining whether an  interim
      valuation date  shall occur, the  Trustee and/or  Plan Administrator
      shall  consider whether  large  fluctuations  in  fair market  value
      occurring since the last valuation  date would precipitate an unfair
      burden or windfall  to the remaining Plan Participants.  The size of
      the proposed distributions and the cost of the revaluation shall  be
      considered.

<PAGE>

         15.2     Valuation Date Adjustments.   All Accounts, except  any
      portion  of an  Account which  is Participant  Directed pursuant  to
      Section 14.6, shall be  adjusted as of the Valuation Date to reflect
      the effect of  income received and  accrued, realized and unrealized
      profits  and losses,  expenses and  all  other transactions  for the
      period beginning  on the day after  the previous Valuation Date  and
      ending on the Valuation  Date (the "Valuation Period").  The  amount
      of the credit  of each Account (excluding therefrom the value of all
      insurance contracts, which are  accounted for under Section 12.4) as
      of  the last day  of each Valuation  Date shall  be adjusted  by the
      following credits and debits in the following order:

              (a) any contributions  or forfeitures allocated  during the
      Valuation Period  shall be deducted  from each  Account, except only
      one-half of  the Elective Deferrals  allocated during  the Valuation
      Period shall be deducted.

              (b) in the  case of  a person for  whom payments  have been
      made there shall  be debited the  total amount of the  payments made

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -66-

<PAGE>

      from  the  Account  during  the  Valuation  Period  since  the  last
      Valuation Date.

              (c) as to each Account  there shall be credited  or debited
      that portion of the Net Income or  Net Loss of the Trust Fund during
      the Valuation  Period which the balance  of the Account as  adjusted
      by Section  15.2 (a) and  (b),  bears to  the total  balance of  all
      Accounts also adjusted according to Section 15.2 (a) and (b).

              (d) there   shall  be  added   back  to  the   Account  the
      contributions  and  forfeitures  which were  deducted  under Section
      15.2(a).

         15.3     Determination of Net Income  or  Net  Loss.    The  Net
      Income or  Net  Loss  of the  trust  shall  be  ascertained  by  the
      Trustee, and  shall be the profits  and income received and  accrued
      less the  losses and expenses incurred  and paid from the trust plus
      any  net increase  or minus  any net  decrease in  the value  of the
      assets of the trust  not actually realized and received or  incurred
      and paid from the trust.


         ARTICLE XVI.  GENERAL PROVISIONS RELATING TO EMPLOYER'S PLAN

         16.1     Amendment of Employer's Plan.  The Employer may:

              (a) change the choice of options in the Adoption Agreement,

              (b) add  overriding language in the Adoption Agreement when
      such language is necessary to satisfy  Code  415 or  416  because of
      the required aggregation of multiple plans,

<PAGE>

              (c) add certain model amendments  published by the Internal
      Revenue Service  provided that such  amendments are  not counted  as
      one  of the  substantive three  amendments that  can be  made to the
      plan, and

              (d) make up  to three (3) revisions that actually delete or
      modify the  language of  the Adoption Agreement  provided that  such
      revisions  do  not  discriminate  in  favor  of  Highly  Compensated
      Employees and  are ultimately approved  by the Key  District of  the
      Internal  Revenue  Service  where  the   Plan  is  submitted  for  a
      favorable determination letter.

         The Employer may  retroactively amend the Adoption  Agreement to
      satisfy the  requirements of  the Code.   Furthermore,  the Employer
      may make up  to three revisions to  the Adoption Agreement  in order
      to  allow the Plan  to fit its specific needs.   No amendment to the
      Plan shall be effective  to the extent it discriminates in favor  of
      Highly  Compensated  Employees,  has  the  effect  of  decreasing  a
      Participants   Account  Balance,  eliminates  an  optional  form  of
      distribution or makes it  possible prior to the satisfaction of  all
      liabilities with respect to the  Participant and their beneficiaries
      for  any of  the trust  property  ever to  revert to  the  Employer.
      Notwithstanding  the  preceding  sentence, a  Participant's  Account
      Balance  may  be  reduced  to  the   extent  permitted  under   Code

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -67-

<PAGE>


       412(c)(8).  For purposes of this paragraph, a Plan amendment  which
      has the  effect of  decreasing a  Participant's  Account Balance  or
      eliminating an  optional form of benefit,  with respect to  benefits
      attributable  to service  before the  amendment shall be  treated as
      reducing an accrued  benefit.  Furthermore,  if the vesting schedule
      of  a  plan is  amended,  in  the  case of  an  Employee  who  is  a
      Participant as  of  the  later  of the  date  of such  amendment  is
      adopted  or  the  date  it  becomes  effective,  the  nonforfeitable
      percentage (determined as of such date) of such Employee's right  to
      his  Employer-derived accrued  benefit  will  not be  less than  his
      percentage  computed   under  the  Plan   without  regard   to  such
      amendment.

         If  the Employer's  Plan  vesting schedule  is  amended, or  the
      Employer's Plan  is amended in any  way that directly or  indirectly
      affects   the  computation   of  the   Participant's  nonforfeitable
      percentage or  if the Plan is  deemed amended by an automatic change
      to or from a  Top Heavy vesting  schedule, each Participant with  at
      least 3  Years of  Service with  the  Employer may  elect, within  a
      reasonable period after the adoption of the amendment or change,  to
      have the nonforfeitable percentage computed  under the Plan  without
      regard  to such  amendment or change.   For Participants  who do not
      have at least  1 Hour of  Service in any  Plan Year  beginning after
      December  31,1988,  the  preceding  sentence  shall  be  applied  by
      substituting "5  Years of Service"  for "3 Years  of Service"  where
      such language appears.

          The period during which the election may be made shall  commence
      with  the date the  amendment is adopted  or deemed  to be  made and
      shall end on the latest of:

              (a) 60 days after the amendment is adopted;

              (b) 60 days after the amendment becomes effective; or

              (c) 60  days after the Participant is issued written notice
      of the amendment by the Employer or Plan Administrator.

<PAGE>

         16.2     Procedure For Amendment.  Amendments shall be presented
      to  and  adopted  in the  form  of  a  resolution by  the  Board  of
      Directors,  if  a  corporation,  the   Managing  Partner(s),  if   a
      partnership,  or by  the Owner-Employee,  if a  sole proprietorship.
      The  executed amendment  shall be  delivered to  the Trustee.    All
      amendments shall be communicated to the Employees in writing  within
      ninety (90) days of their adoption.

         16.3     Termination of Employer's Plan.   The creation  of this
      trust  is in  no sense a guarantee  on the part of  Employer that it
      will  be  continued, nor  that any  Participant  hereunder shall  be
      retained  in employment,  and  any Participant  shall be  subject to
      discharge exactly as if this trust had never been established.

         16.4     Nonforfeiture Provisions.    It   is  hereby  expressly
      provided that  upon termination or  partial termination of the Plan,
      or for  a Profit Sharing  Plan upon the  complete discontinuance  of
      contributions  to   the  Employer's   Plan,   the   rights  of   all

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -68-

<PAGE>


      Participants to  the amounts credited  to his  Employer Contribution
      Account shall be 100% nonforfeitable.

         16.5     Distribution of Benefits on Termination of Plan.     In
      the event  of  a  complete discontinuance  of contributions  to  the
      Employer's Plan  or in the event  of a termination of the Employer's
      Plan, the  Employer shall determine  whether distributions  from the
      trust  to Participants  shall be  made currently  or deferred  until
      benefits would otherwise be payable under the Employer's Plan as  if
      it had not been  terminated.  Distributions shall be subject to  the
      limitations applicable under Section 3.8  and the applicable consent
      requirements hereunder, if any.

<PAGE>


         16.6     Spendthrift Provision.    Except  for  any  claim   the
      Trustee may  have against  the Participant  as security  for a  loan
      made  pursuant to  ARTICLE  X,  no  Employee  participating  in  the
      Employer's  Plan shall  have  the  power,  to anticipate,  alienate,
      assign, hypothecate or transfer any  benefits provided hereunder and
      likewise  no  beneficiary  of  any  Employee  participating  in  the
      Employer's Plan shall ever have the  right to anticipate,  alienate,
      assign,  hypothecate or  transfer any  Benefits provided  under such
      Plan.   No benefits shall  be subject to any debts or liabilities of
      such   Participant  or   beneficiary,  except   for  loans   to  the
      Participant by the Trustee.   The preceding shall also  apply to the
      creation,  assignment, or  recognition  of a  right  to  any benefit
      payable  with  respect  to a  Participant  pursuant  to  a  domestic
      relations order, unless such  order is determined to be a  Qualified
      Domestic Relations  Order,  as  provided  in Section  16.7,  or  any
      domestic relations order entered before January 1, 1985.

         16.7     Assignments Pursuant to Divorce.  Section   16.6  shall
      not apply to the creation, assignment, or recognition of a right  to
      any plan benefit arising from  a Qualified Domestic  Relations Order
      (as defined in Code  414(p)).  A Qualified Domestic Relations  Order
      is any  judgment, decree  or order  (including court  approval of  a
      property  settlement agreement)  made pursuant  to Arkansas  (or any
      other applicable state) domestic  relations law which relates to the
      provision  of child  support, alimony  payments or  marital property
      rights to a spouse, child  or other dependent of a Participant.  The
      Qualified Domestic  Relations Order  must  clearly  specify (a)  the
      name and last known mailing address,  if any, of the Participant and
      each  alternate  payee covered  by  the  order, (b)  the  amount  or
      percentage  of  the  Participant's  benefits  to  be   paid  to  the
      alternate  payee, or the manner in which the amount or percentage is
      to  be determined,  (c) the  number of  payments or period  to which
      such  order applies, and (d)  each plan to  which the order applies.
      The order shall  not require the Plan  to increase Plan  benefits or
      to  provide any  type  or  form  of  benefit,  or  any  option,  not
      otherwise  provided  under  the  Plan.    Notwithstanding   anything
      contained in  this Plan to the  contrary, the alternative payee of a
      segregated   account  created  pursuant   to  a  Qualified  Domestic
      Relations  Order may  request  in  writing  that  the  Trustee  make
      distribution to  the alternate payee at  any time subsequent to  the
      date  that  the  segregated  account  is  created  pursuant  to  the
      Qualified  Domestic  Relations   Order.  The  distributions  to  the
      alternate payee shall be in a manner and form  as authorized by this

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -69-
<PAGE>


      Plan.    If  the  Participant  is less  than  100%  vested upon  the
      segregation  of the  Participant's  Account,  the  vesting rules  of
      Section 6.4(b) shall apply.

         16.8     Instruments in Writing Required.  Any action, decision,
      notice  or  finding  required  or   permitted  under  the  terms  of
      Employer's Plan shall be in writing and no action, decision,  notice
      or finding not in writing shall  be binding on any  party interested
      therein.  The Employer,  the Trustee and any life insurance  company
      issuing any contracts hereunder, shall be entitled to rely upon  the
      authenticity of any instrument in writing believed in good faith  by
      them respectively to have  been executed by the party purporting  to
      execute such instrument.

         16.9     Continuation  of  Employer's Plan  by  Successor to  an
      Employer.  Any successor  in interest to an Employer shall have  the
      right,  by written  notice to  the Sponsor,  to continue  Employer's
      Plan  and such  successor  in interest  shall  have the  rights  and
      privileges given under the terms of this Plan to the Employer.

         16.10    Discretionary Powers.   All discretionary  powers under
      Employer's  Plan  will  be   administered  in  a  non-discriminatory
      manner, and for the exclusive benefit of the Participants and  their
      beneficiaries.

         16.11    Reversion.   Neither the corpus, any  income therefrom,
      or  other  property of  Employer's  Plan  shall ever  prior  to  the
      satisfaction  of all  liabilities with  respect to  the Participants
      and  their  beneficiaries, revert  to  the  Employer,  and all  such
      property shall  be used for the  exclusive benefit of the  Employees
      who are  Participants hereunder, or  their beneficiaries,  except as
      provided below:

<PAGE>

              (a)   Any contribution  made by  the Employer  because of  a
      mistake  of fact may be returned to the Employer  within one year of
      the contribution.

              (b)  In the event that the Commissioner of Internal  Revenue
      Service  determines  that  an  Employer's   Plan  is  not  initially
      qualified  under the  Code, any  contribution made incident  to that
      initial  qualification  by  the  Employer must  be  returned  to the
      Employer within  one year after  the date  the initial qualification
      is denied,  but only  if the  application for  the qualification  is
      made  by the time prescribed by law for filing the Employer's return
      for the  taxable year in  which the  Plan is adopted, or  such later
      date as the Secretary of the Treasury may prescribe.

              (c)    Any  contribution  made  by  the  Employer  that   is
      conditioned on  the deductibility of the  amount under Code  404  of
      may  be  returned  to the  Employer,  to the  extent  of the  amount
      disallowed,  within   one  year  after   the  disallowance   of  the
      deduction.

         16.12    Removal   as   a   Volume   Submitter   Plan   Due   to
      Disqualification.  If the Employer's Plan fails to attain or  retain
      qualification, then such Employer's Plan  will no longer participate

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -70-

<PAGE>

      in this volume submitter  program and such plan shall be  considered
      an individually designed plan.

         16.13    Control of Trades or Businesses by an Owner-Employee.
      If this  Plan provides  contributions or  benefits for  one or  more
      Owner-Employees who  control both the  business for  which this plan
      is established  and one  or more  other trades  or businesses,  this
      Plan and the Plan  established for other trades or businesses  must,
      when looked at as a  single Plan, satisfy Code    401(a) and (d) for
      the Employees of this and all other trades or businesses.

          If the Plan provides  contributions or benefits for one or  more
      Owner-Employees  who control one or more other trades or businesses,
      the employees of the other trades or  businesses must be included in
      a Plan  which satisfies  Code   401(a)  and (d)  and which  provides
      contributions and  benefits not  less  favorable  than provided  for
      Owner-Employees under  this Plan.  If an individual is covered as an
      Owner-Employee under the Plans  of two or more trades or  businesses
      which are  not controlled  and the  individual controls  a trade  or
      business, then the contributions or benefits  of the employees under
      the Plan of  the trades or businesses  which are controlled must  be
      as favorable  as those  provided for  him under  the most  favorable
      plan of the trade or business which is not controlled.

          For purposes of the preceding  paragraphs, an Owner-Employee, or
      two or more Owner-Employees,  will be considered to control a  trade
      or business  if the  Owner-Employee, or two or  more Owner-Employees
      together:

              (a) own the entire  interest in an unincorporated  trade or
      business, or

<PAGE>

              (b) in the  case  of a  partnership,  own more  than  fifty
      percent  (50%)  of  either  the  capital  interest  or  the  profits
      interest in the partnership.

         For  purposes of the  preceding sentence, an  Owner-Employee, or
      two or more Owner-Employees shall be treated as owning any  interest
      in  a partnership  which  is owned,  directly  or indirectly,  by  a
      partnership  which  such  Owner-Employee,  or   such  two  or   more
      Owner-Employees,  are considered  to control  within the  meaning of
      the preceding sentence.


               ARTICLE XVII.  GENERAL PROVISIONS RELATING TO THE
                   VOLUME SUBMITTER PLAN AND TRUST AGREEMENT

         17.1      Amendment of Plan.   Except for those  powers given  to
      each adopting  Employer under Section  16.1, each  adopting Employer
      recognizes that  the Sponsor  has the  sole and  exclusive right  to
      amend any  and all  provisions of  this Agreement,  except that  the
      Sponsor  shall not have the right to make an amendment the effect of
      which  would  be  to  increase  the  contributions  required  of  an
      Employer as  stated in this  instrument nor shall  any amendment  be
      made  the result of which  would permit any contributions made to an
      Employer's  Plan to revert  to the Employer  or to  be used  for any

                       (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -71-

<PAGE>

      purpose other  than for  the exclusive  benefit of  the Participants
      and  their beneficiaries.   Any  amendment so  made by  the  Sponsor
      shall be binding on the Employer and  all Participants in the  Plan.
      Employer shall be promptly  furnished with a copy of each  amendment
      made to this Plan by the Sponsor.

         17.2      Merger or Transfer of Plan and Trust.    Neither   this
      Plan  and  Trust  nor  the  Employer's  Plan  shall  be  merged   or
      consolidated  with,   nor  shall  any   assets  or   liabilities  be
      transferred to, any other plan, unless the benefits payable to  each
      Participant  as if the  Plan was  terminated immediately  after such
      action would be equal to  or greater than the benefits to which such
      Participant  would have  been  entitled as  if  this Plan  had  been
      terminated immediately before such action.

         17.3     Construction.    This FRIDAY,  ELDREDGE &  CLARK VOLUME
      SUBMITTER  DEFINED CONTRIBUTION  PLAN AND  TRUST AGREEMENT  has been
      established  with  the  intent  that   an  Employer  adopting  these
      provisions shall qualify as  a defined contribution  plan under Code
       401.  Accordingly, all terms and  provisions contained herein shall
      be construed,  administered and enforced so  as to be in  compliance
      with the requirements under  the Code and the ERISA.   Additionally,
      where not preempted by  federal law, an Employer Plan adopting  this
      FRIDAY, ELDREDGE & CLARK VOLUME  SUBMITTER DEFINED CONTRIBUTION PLAN
      AND TRUST  AGREEMENT shall be  construed, administered  and enforced
      in accordance with the laws of the State of  Arkansas.  Except where
      otherwise indicated by the context,  any masculine terminology  used
      herein  also  includes  the   feminine,  and  vice  versa,  and  the
      definition of  any term herein  in the singular  shall also  include
      the plural, and vice versa.

<PAGE>

         17.4     Number and Counterparts.  This FRIDAY, ELDREDGE & CLARK
      VOLUME SUBMITTER DEFINED CONTRIBUTION PLAN  AND TRUST AGREEMENT  and
      the  Adoption   Agreement  may  be   executed  in   any  number   of
      counterparts, each  of which,  when duly executed  by the  Employer,
      shall be deemed  to be  original, but  all of  which shall  together
      constitute but  one instrument which  may be  sufficiently evidenced
      by any counterpart.

         17.5     Severability.   In case any provision of this Prototype
      Variable Plan and Trust  Agreement shall be held illegal or  invalid
      for any reason, said  illegality or invalidity shall not affect  the
      remaining  provisions but shall be fully severable  and this FRIDAY,
      ELDREDGE &  CLARK VOLUME  SUBMITTER  DEFINED  CONTRIBUTION PLAN  AND
      TRUST AGREEMENT shall be  construed and enforced as if said  illegal
      or invalid provisions had never been inserted.





                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -72-

<PAGE>


                                                            Exhibit 4.5




                           AMENDMENT NO. 1 TO THE
                     EURONET SERVICES INC. 401(K) PLAN



           This    Amendment     is     made   this    20th   day   of
      December,    2000,    by     Euronet    Services    Inc.    (the
      "Employer") to  the  Euronet   Services Inc.  401(k)  Plan  (the
      "Plan").

           Pursuant to Article  XVI of  the Plan, the  Employer hereby
      amends  and  modifies Paragraphs  5.1 and  5.2  of  the Adoption
      Agreement,  as set forth on  the attached pages five (5) and six
      (6), in  order to provide  that, effective for Participants  who
      terminate employment on or after December 31, 2000, the  vesting
      schedule will be amended as attached.

           Where   not  inconsistent  herewith,  all   the  terms  and
      provisions  of the  Plan  shall  remain in  full  force  and the
      Employer  hereby  ratifies  and  confirms the  Plan,  as amended
      herein.

           EXECUTED the date first set forth above.

                                         EURONET SERVICES INC.



      By:______________________________________


      Title:___________________________________





<PAGE>


      3.10 Distribution Upon Attainment of 59 and 1/2 or Hardship.

           A  Participant's   Elective  Deferrals   Account  shall  be
           distributable upon attainment of age 59 and 1/2.

           A Participant's  Elective Deferrals  Account  shall not  be
           distributable  upon  the  Hardship of  the  Participant  as
           defined in Section 3.8(b).

        ARTICLE IV.  CONTRIBUTION FOR A PARTICIPANT WHO TERMINATES


      4.1  Prior  to Death,  Disability or Retirement.   A Participant
           whose employment is  terminated prior to  Death, Disability
           or attainment  of Normal  Retirement Age with  at least the
           Minimum Hours of Service during the Plan Year, as specified
           in Paragraph  3.3, and who is not employed on  the last day
           of  the Plan Year shall not share in Employer contributions
           for such Plan Year.

      4.2  Upon Death, Disability or Retirement.  A Participant  whose
           employment  is   terminated  upon   Death,  Disability,  or
           attainment  of Normal  Retirement Age during the  Plan Year
           without the Minimum Hours  of Service during the Plan Year,
           as specified  in Paragraph 3.3,  or who is  not employed on
           the  last day  of  the Plan  Year shall  share  in Employer
           contributions for such Plan Year.

      4.3  Required Allocation  for Qualification.   If a  Participant
           who is  not employed  on the last  day of the Plan  Year is
           required  to  be  credited with  more  than  500  Hours  of
           Service,  and,  as  a   result  of  the  failure  of   such
           Participant to  receive an  allocation the  Employer's Plan
           fails to meet the  requirements of  Code  410(b), then  the
           minimum  number   required  (taking   into   account   such
           Participants on the basis of the highest number of Hours of
           Service  and then  in descending order thereafter)  to meet
           the coverage  tests under  Code   410(b)  of the  group  of
           Participants who were  not employed on the  last day of the
           Plan Year shall receive a full allocation.


                            ARTICLE V.  VESTING

      5.1  Rate.  The  nonforfeitable interest of each  Participant in
           his or her  Employer Contribution Account balance  prior to
           the   Participant's  Normal   Retirement   Age,   Death  or
           Disability shall  be determined  pursuant to  the following
           schedule:


<PAGE>
                       Years of Service
                       ----------------
                         for Vesting               Vested Percentage
                         -----------               -----------------

                             0-1                    0%
                              2                     0%
                              3                     60%
                              4                     80%
                              5 or more             100%

          5.2  Top  Heavy  Rate.    Notwithstanding  the  vesting  rate  in
               Paragraph 5.1, for  each Plan year  in which the  Employer's
               Plan is a Top Heavy Plan  (as defined in Section 9.1 of  the
               Plan), the following vesting schedule shall apply:




                          (C)  2000 FRIDAY, ELDREDGE & CLARK
                                         -6-
<PAGE>

                       Years of Service
                       ----------------
                         for Vesting               Vested Percentage
                         -----------               -----------------

                             0-1                    0%
                              2                     20%
                              3                     60%
                              4                     80%
                              5 or more             100%





               If the vesting schedule under the Employer's  Plan shifts in
               or out of  the above  Top Heavy schedule  for any Plan  Year
               because of  the Plan's  Top Heavy status,  such shift  is an
               amendment  to the  vesting  schedule  and  the  election  in
               Section 16.1 of the Plan applies.

          5.3  Years of  Service for Vesting.   The term "Years  of Service
               for  Vesting" shall mean all  complete or partial Plan Years
               during which  an Employee has  not less than 1,000  Hours of
               Service with the Employer, except for Years of Service prior
               to age 18.

               Notwithstanding the foregoing  to the contrary, in  the case
               of a Participant who does not  have any nonforfeitable right
               to an accrued  benefit derived from  Employer contributions,
               Years  of Service for  Vesting before any  One-Year Break in
               Service  shall be disregarded  if the number  of consecutive
               One-Year Breaks in Service equals or exceeds 5.

          5.4  Unrelated and Predecessor  Employers.  Years of  Service for
               Vesting shall  include service with the  following unrelated


<PAGE>

               and  predecessor  employers:    Euronet  Services  Inc.  and
               Arkansas Systems, Inc.

               Years  of Service  for Vesting  with  a Related  Employer as
               defined in  Section 1.28 of the Plan  or with a  predecessor
               Employer,   if  the  Employer  maintains  the  Plan  of  the
               predecessor  Employer, will be  treated as service  with the
               Employer.

          5.5  Normal  Retirement   Age.    For  each   Participant  Normal
               Retirement Age is  the later of age sixty  (60) or the fifth
               (5th)  anniversary  of  the  Participant's  commencement  of
               participation in the Plan.

                              ARTICLE VI.  DISTRIBUTIONS

          6.1  Benefit  Payment  Date.   If  a  Participant  has terminated
               employment  for any reason  other than Death  or Disability,
               distributions will  commence within 60  days (or as  soon as
               possible thereafter) after  the  Participant  terminates his
               employment and files his benefit election form.

               Distributions upon Death or Disability shall commence within
               60  days  (or as  soon  as  reasonably possible)  after  the
               Participant's Death or Disability.

               Distributions  (except   for  distributions   from  Elective
               Deferral  or Qualified  Non-elective Contribution  Accounts)
               may  commence   prior  to  termination  of  a  Participant's
               employment in the event the Participant has attained age 59-
               1/2.

          6.2  Optional Forms of Benefits.   The form of payment (which may
               be distributed  in money or in property) shall be one of the
               following methods as the Participant or his Beneficiary, may
               determine:

               (a)  Single Lump Sum Payment.


                          (C) 2000 FRIDAY, ELDREDGE & CLARK
                                         -7-
<PAGE>




                                                             Exhibit 4.6




                             ADOPTION AGREEMENT

                          FRIDAY, ELDREDGE & CLARK
                              VOLUME SUBMITTER
                       SALARY DEFERRAL PLAN AND TRUST


      Euronet Services  Inc. hereby adopts this Salary Deferral Plan and
      Trust Agreement  sponsored  by  FRIDAY, ELDREDGE  &  CLARK.   This
      Adoption  Agreement  and  the  Plan  and  Trust Agreement  to  the
      FRIDAY,  ELDREDGE &  CLARK  VOLUME SUBMITTER  DEFINED CONTRIBUTION
      PLAN AND  TRUST  shall  constitute the  Employer's  Plan when  the
      Adoption  Agreement  has   been  completed  and  executed  by  the
      Employer and accepted  by the Employer's  designated Trustee.  For
      purposes of  this Plan, the Employer  shall be allowed  to make up
      to  3  substantive  revisions or  modifications  to  this Adoption
      Agreement  that actually  change  the  language set  forth  herein
      provided that  such  revisions  do not  discriminate  in favor  of
      Highly Compensated  Employees and are  ultimately approved by  the
      Key  District of  the Internal Revenue  Service where  the Plan is
      submitted for a favorable determination letter.


                         ARTICLE I.  IDENTIFICATION


      1.1 "Employer" means Euronet Services Inc.


          Employer shall  also  mean the  following Related  Employers:
          Arkansas Systems, Inc.


      1.2 "Eligible Employee" shall mean all Employees  of the Employer
          as defined  in Section  1.12  of the  Plan except  for  those
          Employees in the following categories:


          (a)    Employees included in a unit of Employees covered by a
                 collective bargaining agreement  between the  Employer
                 and Employee representatives,  if retirement  benefits
                 were the subject of good  faith bargaining.  For  this
                 purpose, the term  "employee representatives" does not
                 include any  organization  more  than  half  of  whose
                 members  are  Employees who  are  owners,  officers or
                 executives of the Employer.

<PAGE>

          (b)    Employees  who  are  nonresident  aliens  (within  the
                 meaning of  Section 7701(b)(1)(B) of the Code) and who
                 receive  no  earned  income  (within  the  meaning  of
                 Section 9119(d)(2)  of  the Code)  from  the  Employer
                 which  constitutes  income  from  sources  within  the
                 United States (within the meaning of Section 861(a)(3)
                 of the Code).


      1.3 "Fiscal Year"  means the  accounting period  of the  Employer
          which ends on December 31.


      1.4 "Plan"  means the  Salary  Deferral  Plan evidenced  by  this
          Agreement  and all subsequent  amendments thereto,  and which
          shall  be  titled  the  Euronet  Services  Inc.  401(k)  Plan
          (formerly the Arkansas Systems, Inc. 401(k) Plan).


      1.5 "Trust" means the trust created by this Agreement,  and known
          as  the  Euronet Services  Inc.  401(k)  Trust (formerly  the
          Arkansas Systems, Inc. 401(k) Trust).


      1.6 "Effective  Date" of the original Plan  means October 1, 1989
          and the Effective Date of this Amendment is January 1, 2000.



                       (C) 2000 FRIDAY, ELDREDGE & CLARK
<PAGE>



      1.7 "Plan Administrator"  means the individual, committee  or the
          Employer designated by the Employer pursuant to  Section 13.1
          of  the Plan who shall be charged  with the management of the
          Plan  operations and its administration and  who shall be the
          Named Fiduciary as required by the Employee Retirement Income
          Security  Act of  1974.   The current  Plan Administrator  is
          Euronet Services Inc.


      1.8 "Trustee" means  the person,  people or  corporation  holding
          legal title to the assets of the  Trust pursuant to the terms
          of this  Agreement and who is  appointed pursuant to  Section

          14.2.   The current Trustee is Jeff Newman.

      1.9 "Plan Year"  means the twelve  (12) consecutive  month period
          commencing with January 1 and ending on December 31.


             ARTICLE II.  ELIGIBILITY REQUIREMENTS - ENTRY DATES


          Each  Eligible  Employee of  the  Employer  shall participate
      commencing  on  the   following  Entry  Date  after  meeting   the
      following Age and Service requirements:

      2.1 Age.


          An Employee must have attained age twenty-one (21).

<PAGE>

      2.2 Service.


          Beginning with the first hour employed, an Employee must have
          been employed  for six (6)  months (cannot be  used with more
          than 12 months unless  Paragraph 5.1 and 5.2 provide for 100%
          vesting upon  entry and Elective Deferrals  are not permitted
          under Paragraph 3.6).   An Employee shall  not be required to
          complete any specified number of Hours of Service  to receive
          credit for any months of service.


      2.3 Entry  Dates.     Every  Eligible  Employee   satisfying  the
          eligibility requirements  as of  the Effective  Date of  this
          Plan, if employed on  the adoption date, shall enter the Plan
          as  of the  Effective Date.   Every  other Eligible  Employee
          shall  become a  Participant on  the first  Entry Date  after
          satisfying the  Age and Service  requirements if  employed on
          such Entry Date which shall be the first day of the following
          calendar quarter (January 1, April 1, July 1, October 1).


                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -2-


<PAGE>


          If a  Participant is eligible for  only part of  a Plan Year,
          only Compensation  received subsequent  to the  Participant's
          Entry  Date shall  be taken  into account.    In the  event a
          Participant is  no longer  a member  of an eligible  class of
          Employees and  becomes ineligible to participate  but has not
          incurred  a One-Year  Break  in Service,  such Employee  will
          participate immediately upon  returning to an eligible  class
          of Employees.  If such Participant incurs a One-Year Break in
          Service, eligibility shall be determined under Section 2.2 of
          the Plan.  In the event an Employee who is not a member of an
          eligible class  becomes a member of  an eligible class,  such
          Employee  will participate  immediately if such  Employee has
          satisfied  the Age  and Service  requirements and  would have
          otherwise previously become a Participant.


      2.4 Hours of Service for Year of Service for Eligibility.  A Year
          of  Service for Eligibility shall be  counted if the Employee
          received credit  for at least 1,000  Hours of Service  during
          the Eligibility Computation Period as provided in Section 2.3
          of the Plan.


      2.5 Unrelated  and Predecessor Employers.   Years of  Service for
          Eligibility  shall   include  service   with  the   following
          unrelated  and predecessor employers:   Euronet Services Inc.
          and Arkansas Systems, Inc.


<PAGE>

          Years  of Service for Eligibility with  a Related Employer as
          defined in  Section 1.28 of  the Plan or with  a  predecessor
          Employer,  if   the  Employer  maintains  the   Plan  of  the
          predecessor Employer,  will be  treated as  service with  the
          Employer.


      2.6 Election Not  to Participate.  An  Employee who is  otherwise
          eligible  for the  Plan may  file an  election with  the Plan
          Administrator choosing  to waive  participation in the  Plan.
          An election by a Participant who is a Partner with respect to
          the  Employer  must  be irrevocable.   No  election  shall be
          permitted  if  the Plan  Administrator  determines that  such
          election could cause the  Employer's Plan to fail to meet the
          minimum coverage requirements of Code  410(b).



                    ARTICLE III.  EMPLOYER'S CONTRIBUTION



      3.1 Amount of Contribution.

          For each Plan Year, the Employer may, in its discretion, make
          a contribution to the Plan.


      3.2 Allocation of Contributions.

          The  benefits provided  by  this  Plan  are  designed  to  be
          integrated  with Social  Security at  the  Integration Level.
          The Integration Level is  equal to the Taxable Wage Base (the
          maximum  amount  of  earnings  considered  wages  under  Code
          3121(a)(1) as of the beginning of the Plan Year).


          The Employer's contribution  (including forfeitures,  if any)
          will  be  allocated  to  each  Participant's Account  in  two
          stages.  Stage One Allocation will be determined as follows:

<PAGE>


          Stage One Allocation.    First,  each  Participant's   Excess
          Compensation  shall be  determined  by subtracting  an amount
          equal  to  the  Integration  Level   from  the  Participant's
          Compensation.   The sum of the  Excess Compensation, if  any,
          plus the  Participant's  total  Compensation  shall  then  be
          multiplied  by 5.7%  (not to  exceed the  Maximum Integration
          Rate as defined in Section 1.22  of the Plan).  The amount so
          determined  shall be the Stage One  Allocation which shall be
          credited to each  respective Participant's  Account.  In  the
          event   that    the   Employer's    contribution   (including
          forfeitures,  if any)  is not  sufficient to  fully fund  the
          Stage  One Allocation  of  all  Participants, the  Stage  One
          Allocation for  each Participant  will  be allocated  by  the
          Trustee  to each Participant's Account in  the ratio that the
          sum of  (a) each  Participant's Excess  Compensation and  (b)
          total Compensation bears to the sum of (a)  all Participant's
          Excess  Compensation  and  (b)  total   Compensation  of  all
          Participants.  In the event the Plan Year is less than twelve
          months,  then the Integration Level shall  be multiplied by a
          fraction equal to the number of months in the short Plan Year
          divided by twelve (12).   The Integration Level shall also be
          prorated, but on  an individual basis, with  respect to a new
          Participant who participates for less than a full  Plan Year.



          Stage Two Allocation.    If   the   Employer's   contribution
          exceeds  the sum  of all Stage  One Allocations,  the balance
          (referred to  in this Paragraph as  the Excess Contribution),
          if any, shall  be credited to the  Participant's Account in a
          Stage  Two  Allocation.    Stage  Two  Allocation   shall  be
          determined as follows:


          The Employer's Excess Contribution, if any, will be allocated
          to each  Participant's Account on  the same basis  and in the

          same  ratio  that   his  Compensation  bears  to   the  total
          Compensation of all Participants.


          This Plan  cannot be integrated with  Social Security if  the
          Employer also  adopts the  FRIDAY,  ELDREDGE &  CLARK  VOLUME
          SUBMITTER MONEY PURCHASE PENSION PLAN AND TRUST.


                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -3-
<PAGE>


      3.3 Minimum  Hours of Service.  A  Participant must have received
          credit for  at least 1,000  Hours of Service  during the Plan
          Year to  receive an allocation of  Employer contributions and
          forfeitures for the Plan Year.


          If a  Participant is required  to be credited  with a minimum
          Hours of Service, and, as a result, the Employer's Plan fails
          to  meet the  requirements of Code   410(b) then  the minimum
          number required (taking into account such Participants on the
          basis of  the highest number of Hours of  Service and then in
          descending order thereafter) to meet the coverage tests under
          Code  410(b)  of the group  of Participants who  failed to be
          credited with  the Minimum Hours of  Service shall receive  a
          full allocation.


      3.4 Minimum Top Heavy Allocation.  Notwithstanding the allocation
          in Paragraph 3.2 and the Minimum Hours of Service requirement
          in Paragraph 3.3, for  each Plan year in which the Employer's
          Plan  is a Top Heavy  Plan (as defined in  Section 9.1 of the
          Plan),   a   Minimum   Top  Heavy   Allocation   of  Employer
          contributions  and  forfeitures, if  any,  shall  be made  as
          follows:


          (a)    if the  allocation of  contributions  and  forfeitures
                 (including Elective  Deferrals, Matching Contributions
                 or  Qualified Matching Contributions), if any,  to any
                 Key Employee  is equal to  or greater than  3% of such
                 Key Employee's Compensation for a  Plan Year, then the
                 contributions  and  forfeitures  (other than  Elective
                 Deferrals,   Matching   Contributions   or   Qualified
                 Matching Contributions)  allocated to all Participants
                 who are  employed on  the last  day of the  Plan Year,
                 other than Key Employees, shall amount to 3%  of their
                 respective Compensation.

          (b)    except in  the case where the  Employer has a  defined
                 benefit  plan which  designates this  Plan to  satisfy
                 Code   401,  if the  allocation  of  contributions and
                 forfeitures  (including  Elective Deferrals,  Matching
                 Contributions or Qualified Matching Contributions), if
                 any,  pursuant to  Paragraph 3.2  to any  Key Employee
                 does  not equal  or exceed 3%  of such  Key Employee's
                 Compensation for a  Plan Year, then the  contributions
                 and  forfeitures   (other  than   Elective  Deferrals,
                 Matching    Contributions   or    Qualified   Matching
                 Contributions) allocated to all other Participants who
                 are employed on  the last day of  the Plan Year, other
                 than Key Employees, shall equal the highest percentage
                 allocated to any Key Employee.


<PAGE>


          (c)    If  the Participants,  other  than Key  Employees, are
                 participating  in  a  defined  benefit  plan  then the
                 contributions  and  forfeitures  (other than  Elective
                 Deferrals,   Matching   Contributions   or   Qualified
                 Matching Contributions)  allocated to all Participants
                 who are  employed on  the last  day of the  Plan Year,
                 other than Key Employees, shall amount to 5%  of their
                 respective Compensation.


          A Participant shall share in the Minimum Top Heavy Allocation
          regardless  of  their failure  to  complete  1,000  Hours  of
          Service during  the Plan Year.   If a  Participant enters the

          Plan on an  Entry Date other than  the first day of  the Plan
          Year, for  purposes of the Minimum  Top Heavy Allocation  the
          Participant's  Compensation for the entire Plan Year shall be
          taken into account.

          Notwithstanding  the  foregoing, if  the Employer  adopts the
          FRIDAY,  ELDREDGE  & CLARK  VOLUME  SUBMITTER  MONEY PURCHASE
          PENSION PLAN, the Minimum Top Heavy Allocation shall  be made
          to that Plan.


      3.5 Shared  Employee  Allocation.   If  an Employee  is  a Shared
          Employee  as  defined  in  Section  1.30  of  the  Plan,  the
          allocation  for   such  Employee  shall   be  determined   by
          multiplying the contribution calculated  under the Plan as if
          the Shared Employee were employed exclusively by the Employer
          and received  all Compensation  (including  all  Compensation
          paid to the Shared  Employee by all of the sharing employers)
          from the Employer,  by a fraction, the  numerator of which is
          the amount  of Compensation paid the  Shared Employee by  the
          Employer  and  the denominator  of  which  is the  amount  of
          Compensation paid the Shared Employee by the Employer and all
          other sharing employers.  The calculation of the contribution
          and  allocation  shall   be  consistent   with  Treas.   Reg.
          1.414(o)-1(f).




                         2000 FRIDAY, ELDREDGE & CLARK

                                     -4-


<PAGE>


      3.6 Elective Deferrals.   A Participant may elect  to have his or
          her  Compensation  reduced  by  the  following percentage  or
          amount  per pay  period,  or for  a specified  pay  period or
          periods, as designated in writing to the Plan Administrator:


          An  amount   not  in  excess  of   22%  of  a   Participant's
          Compensation.


          A Participant shall designate the amount and frequency of his
          or her Elective Deferrals in the form and manner specified by
          the Plan Administrator.  A Participant may elect  to commence
          Elective  Deferrals  as  of the  first day  of  each calendar
          quarter  (January 1,  April  1,  July  1,  October  1).     A
          Participant may modify the amount of Elective Deferrals as of
          the  first day of each calendar  quarter (January 1, April 1,
          July   1,   October 1).     An   election   cannot  be   made
          retroactively.


      3.7 Matching  Contributions.   The  Employer  will  make Matching
          Contributions to the Plan on behalf of Participants  who make
          Elective Deferrals.

          (a)    The Employer will  make Matching Contributions  to the
                 Plan on  behalf of all Participants  who make Elective
                 Deferrals  of  at  least   4%  of  the   Participant's
                 Compensation, except as provided in Paragraphs 3.3 and
                 4.1 of the Adoption Agreement.


          (b)    The Employer  shall  contribute and  allocate to  each
                 Participant's Matching  Contribution Account an amount
                 equal to  50% of  the Participant's Elective  Deferral
                 made for such Plan Year.  However, the  Employer shall
                 not match  Elective Deferrals in excess  of 6% of  the
                 Participant's Compensation.


          (c)    Matching Contributions will be subject to the  vesting
                 schedule applicable  to Employer  contributions, other
                 than Elective Deferrals, under the Plan.

          (d)    Forfeitures of Excess Aggregate Contributions shall be
                 applied to reduce Employer contributions for  the Plan
                 Year in  which the excess arose.   If the  forfeitures


<PAGE>


                 exceed  Employer  contributions  or  the  Employer has
                 already contributed  for such  Plan Year,  the  excess
                 portion shall be allocated after all other forfeitures

                 under the Plan, to  the Matching Contribution  Account
                 of each  Participant who  is a  Non-highly Compensated

                 Employee  who  makes Elective  Deferrals in  the ratio
                 which each  such Participant's  Compensation  for  the
                 Plan  Year  bears to  the  total  Compensation of  all

                 Participants for such Plan Year.

          (e)    Forfeitures  from  the  Matching Contribution  Account
                 upon  Termination  of  Employment   shall  reduce  the
                 Employer Matching  Contribution for the  Plan Year  in
                 which the forfeiture occurred.


          (f)    Notwithstanding Sections 3.5(a)(3)  and 3.7(b)  of the
                 Plan  to  the  contrary,  Matching  Contributions  and
                 Qualified Matching  contributions, if  any,  shall  be
                 forfeited   and    disregarded   in   performing   the
                 discrimination  test  for  Matching Contributions  set
                 forth  in Section 3.5(b) if the contributions to which
                 they  relate  are  Excess  Elective  Deferrals, Excess
                 Contributions,  Excess Aggregate  Contributions  or an
                 Excess Amount.


          (g)    Notwithstanding  any  provision  in  the Plan  to  the
                 contrary,  the   Employer  reserves   the   right   to
                 discontinue   or    modify   the   Employer   Matching
                 Contribution at any time.


      3.8 Qualified  Non-elective Contributions.  The Employer will not
          make Qualified Non-elective Contributions to the Plan.


      3.9 Qualified Matching Contributions.  The Employer will not make
          Qualified Matching Contributions to the Plan.


<PAGE>



     3.10 Distribution Upon Attainment of 59 and 1/2 or Hardship.


          A  Participant's   Elective  Deferrals   Account   shall   be
          distributable upon attainment of age 59 and 1/2.

          A  Participant's Elective  Deferrals  Account  shall  not  be
          distributable upon the Hardship of the Participant as defined
          in Section 3.8(b).


                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -5-

<PAGE>


         ARTICLE IV.  CONTRIBUTION FOR A PARTICIPANT WHO TERMINATES


      4.1 Prior to  Death, Disability  or  Retirement.   A  Participant
          whose employment is terminated  prior to Death, Disability or
          attainment of Normal Retirement Age with at least the Minimum
          Hours  of  Service during  the  Plan  Year, as  specified  in
          Paragraph 3.3, and who is not employed on the last day of the
          Plan Year shall not share in Employer contributions  for such
          Plan Year.


      4.2 Upon Death, Disability  or Retirement.   A Participant  whose
          employment  is   terminated  upon   Death,   Disability,   or
          attainment  of Normal  Retirement  Age during  the Plan  Year

          without the Minimum Hours of Service during the Plan Year, as
          specified in  Paragraph 3.3,  or who  is not employed  on the
          last  day   of  the  Plan  Year   shall  share  in   Employer
          contributions for such Plan Year.


      4.3 Required Allocation for Qualification.   If a Participant who
          is not employed on the last day of the Plan Year is  required
          to be credited with more than 500 Hours of Service, and, as a
          result  of  the  failure of  such Participant  to  receive an
          allocation the Employer's Plan fails to meet the requirements
          of  Code  410(b),  then the  minimum number  required (taking
          into account  such Participants on the  basis of the  highest
          number  of  Hours  of Service  and then  in  descending order
          thereafter) to meet the coverage tests under Code   410(b) of
          the group of  Participants who were not  employed on the last
          day of the Plan Year shall receive a full allocation.


                            ARTICLE V.  VESTING


      5.1 Rate.  The nonforfeitable interest of each Participant in his
          or her  Employer Contribution  Account balance  prior to  the
          Participant's  Normal  Retirement  Age,  Death  or Disability
          shall be determined pursuant to the following schedule:




<PAGE>


                       Years of Service
                       ----------------
                         for Vesting              Vested Percentage
                         -----------              -----------------


                             0-1                    0%
                              2                     0%
                              3                     20%
                              4                     40%
                              5                     60%
                              6                     80%
                              7 or more             100%



          5.2    Top  Heavy  Rate.   Notwithstanding  the  vesting rate  in
                 Paragraph 5.1, for each Plan year in which the  Employer's
                 Plan is a Top Heavy Plan (as defined in Section 9.1 of the
                 Plan), the following vesting schedule shall apply:


                       Years of Service
                       ----------------
                         for Vesting              Vested Percentage
                         -----------              -----------------

                             0-1                    0%
                              2                     20%
                              3                     40%
                              4                     60%
                              5                     80%
                              6 or more             100%


              If  the vesting schedule  under the  Employer's Plan shifts in
              or  out of  the above  Top Heavy  schedule for  any Plan  Year
              because  of the  Plan's Top  Heavy status,  such shift  is  an
              amendment to the vesting  schedule and the election in Section
              16.1 of the Plan applies.


                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -6-

<PAGE>


          5.3    Years of Service for Vesting.   The term "Years of Service
                 for Vesting" shall mean all complete or partial Plan Years
                 during which an Employee has  not less than 1,000 Hours of
                 Service  with the  Employer, except  for Years  of Service
                 prior to age 18.


              Notwithstanding the foregoing to  the contrary, in the case of
              a  Participant who does  not have  any nonforfeitable right to
              an accrued benefit  derived from Employer contributions, Years
              of  Service for Vesting  before any  One-Year Break in Service
              shall  be disregarded  if the  number of  consecutive One-Year
              Breaks in Service equals or exceeds 5.




          5.4    Unrelated and Predecessor Employers.  Years of Service for
                 Vesting shall include service with the following unrelated
                 and  predecessor employers:    Euronet Services  Inc.  and
                 Arkansas Systems, Inc.


              Years of  Service  for  Vesting  with a  Related  Employer  as
              defined in  Section 1.28  of the Plan  or with a   predecessor
              Employer,   if  the   Employer  maintains  the   Plan  of  the
              predecessor  Employer, will  be treated  as service  with  the
              Employer.


          5.5    Normal  Retirement  Age.    For  each  Participant  Normal
                 Retirement Age is the later of age sixty (60) or the fifth
                 (5th)  anniversary  of the  Participant's  commencement of
                 participation in the Plan.


<PAGE>

                              ARTICLE VI.  DISTRIBUTIONS


          6.1    Benefit Payment  Date.   If a  Participant has  terminated
                 employment for any reason other  than Death or Disability,
                 distributions will commence within 60 days (or as soon  as
                 possible thereafter) after the  Participant terminates his
                 employment and files his benefit election form.

              Distributions upon Death  or Disability shall commence  within
              60  days  (or  as  soon  as  reasonably  possible)  after  the
              Participant's Death or Disability.


              Distributions   (except  for   distributions   from   Elective
              Deferral  or Qualified Non-elective Contribution Accounts) may
              commence  prior to  termination of  a Participant's employment
              in the event the Participant has attained age 59-1/2.


          6.2    Optional Forms of  Benefits.  The  form of payment  (which
                 may be distributed  in money or in property)  shall be one
                 of  the  following  methods  as  the  Participant  or  his
                 Beneficiary, may determine:


              (a)    Single Lump Sum Payment.


              (b)    Direct Transfer of  an Eligible Rollover  Distribution
                     as defined in Section 1.11 of  the Plan to an Eligible
                     Retirement  Plan  as defined  in Section  1.10  of the
                     Plan.


              (c)    Periodic Payments over a period certain not  extending
                     beyond the life expectancy  of the Participant or  the
                     joint  and last survivor expectancy of the Participant
                     and a designated Beneficiary.



                         (C) 2000 FRIDAY, ELDREDGE & CLARK

                                       -7-

<PAGE>

                              ARTICLE VII.  INVESTMENTS


          7.1    Assets  Will   be  Invested  at   the  Direction   of  the
                 Participant pursuant to Section 14.6 of the Plan.

          7.2.   Loans to  Participants shall  be permitted  as a  directed
                 investment of the Participant.  Notwithstanding  any other
                 provisions in  the Plan  to  the contrary,  the number  of
                 participant loans outstanding in  any 12-month consecutive
                 period shall  be one  (1).  The  minimum number  of months
                 between loans  shall be six  (6).  Loans shall  be granted
                 only upon the  Hardship of the  Participant as defined  in
                 Section 3.8(b), but not in excess of the amount  necessary
                 to meet the Hardship.


                       ARTICLE VIII.  MULTIPLE PLAN LIMITATIONS


          8.1    Limitation on Allocations.   If the Employer  maintains or
                 has  ever maintained another qualified  plan (other than a
                 defined contribution plan  which is a Master  or Prototype
                 plan) in  which any Participant is (or  was) a participant
                 or  could become a participant, the Employer must complete
                 this  Paragraph.   The  Employer must  also  complete this
                 Paragraph  if  it  maintains a  welfare  benefit  fund, as
                 defined in Code  419(e), or an individual medical account,
                 as defined  in Code   415(l)(2)) under  which amounts  are
                 treated   as  annual   additions  with   respect   to  any
                 Participant in this Plan.


<PAGE>


              (a)    If the Participant is covered under another  qualified
                     defined contribution plan maintained by  the Employer,
                     other  than  a   Master  or  Prototype   plan,  Annual
                     Additions which may  be credited to the  Participant's
                     Account under  this Plan  for  any Plan  Year will  be
                     limited as follows:


                     X  In accordance with  Section 8.2 of the Plan  as  if
                     -  the other Plan were a Master or Prototype Plan.


                     _  Other method (Attach Exhibit).

              (b)    If the Participant  is or has ever  been a Participant
                     in a defined benefit plan maintained by the Employer:

                 (1) Annual  Additions   which  may  be  credited   to  the

                     Participant's  Account  for  any  Plan  Year  will  be
                     limited as follows:


                     X   If   the   Employer's  contribution   that   would
                     -   otherwise  be   allocated  to   the  Participant's
                         Account during the Limitation Year would cause the
                         1.0  limitation  to  be  exceeded, the  allocation
                         under this Plan will be reduced so that the sum of
                         the fractions equals  1.0.  Any contributions  not
                         allocated because of  the preceding sentence  will
                         be allocated to  the remaining Participants  under
                         the allocation formula under  the Employer's Plan.
                         If the 1.0  limitation is  exceeded because of  an
                         Excess Amount, such Excess  Amount will be reduced
                         in accordance with Section 8.1(d) of the Plan.

                         Other method (Attach Exhibit).
                     -

                 (2) The Minimum  Top Heavy Allocation under  Paragraph 3.4
                     shall be determined as follows:


                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                      -8-

<PAGE>
                     X   No override.
                     -

                         If the Participants, other than Key Employees, are
                     -   not participating  in  a defined  benefit plan  by
                         substituting 4% for 3%.


                         If the Participants, other than Key Employees, are
                     -   participating  in  a   defined  benefit  plan   by
                         substituting 7 1/2% for 5%.


          8.2    Top   Heavy  Ratio   Determination.     For  purposes   of
                 establishing present value to compute the Top  Heavy Ratio
                 (as defined in Section 9.1  of the Plan) any benefit shall
                 be discounted only for mortality and interest based on the
                 following factors:  Interest Rate:  7%    Mortality Table:
                 1983 IAV


                    ARTICLE IX.  DETERMINATION LETTER REQUIREMENT


          9.1    Reliance on Opinion Letter.  The adopting Employer may not
                 rely on  the notification  letter issued  by the  Internal
                 Revenue Service  as evidence  that this plan  is qualified
                 under Code  401.  In order to obtain reliance with respect
                 to  plan qualification,  the  Employer  must apply  for  a
                 determination  letter  from the  appropriate  Key District
                 Director of Internal Revenue Service.


              This Adoption Agreement may  be used only  in conjunction with
              the   FRIDAY,  ELDREDGE  &   CLARK  VOLUME  SUBMITTER  DEFINED
              CONTRIBUTION PLAN AND TRUST AGREEMENT - Basic Plan Document.


                                 ARTICLE X.  SPONSOR


          10.1   The failure  to properly fill out  this Adoption Agreement
                 may result in disqualification of  the Plan.  This Plan is
                 sponsored  by  Friday,  Eldredge  &  Clark,  2000  Regions
                 Center, 400 W.  Capitol, Little Rock, AR,  (501) 376-2011.
                 The  Sponsor will  inform  the Employer  of this  Adoption
                 Agreement of any  amendments made to  this document or  of
                 the discontinuance or abandonment of the plan document.


                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                    -9-
<PAGE>



                               EFFECTIVE DATE ADDENDUM
                        VOLUME SUBMITTER SALARY DEFERRAL PLAN
                                (Restated Plans Only)




              The adopting Employer must  complete this addendum only if the
          amended Effective Date specified in Paragraph 1.6 of the Adoption
          Agreement Section  is different  than the amended  effective date
          for at least one of the provisions  listed in this addendum.  For
          Plan Years prior to the special amended Effective Date above, the
          terms of the Employer's Plan prior to its restatement pursuant to
          this  Adoption Agreement  will control.   The Effective  Dates in
          this addendum may  not result  in the delay  of a Plan  provision
          beyond the  permissible Effective Date  under any  applicable law
          requirements.  In lieu of the amended Effective Date in Paragraph
          1.6 of  the Adoption  Agreement, the following  special effective
          dates apply: (Choose whichever elections apply)


              ARTICLE II.     ELIGIBILITY REQUIREMENTS - ENTRY DATES.
           -

                 Effective for Plan Years beginning after
                                                         -----------------.

              ARTICLE III.    EMPLOYER'S CONTRIBUTION.


                 (a) Paragraph 3.1  is effective for  Plan Years  beginning
             -       after
                          -----------------.
             -   (b) Paragraph 3.2  is effective  for Plan Years  beginning
                     after
                          -----------------.
             -   (c) Paragraph 3.6  is effective  for Plan  Years beginning
                     after
                          -----------------.

              ARTICLE IV.     CONTRIBUTION    FOR    A   PARTICIPANT    WHO
          -                   TERMINATES.


                 Paragraph 4.3 of  the Adoption Agreement is  effective for
                 Plan Years commencing after December 31, 1989.


<PAGE>

              ARTICLE V. VESTING.
          -

                 The vesting schedule chosen in ARTICLE V is effective  for
                 Plan Years beginning after
                                           ---------------.


          X   (Specify)
          -

              Paragraph 1.8 is effective October 30, 2000.

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

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



                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -10-

<PAGE>


          IN  WITNESS  WHEREOF,  EMPLOYER  AND  TRUSTEE  HAVE  CAUSED  THIS
          ADOPTION  AGREEMENT  to  be  duly  executed  this  ______  day of
          _____________________, 2000.




                                        EMPLOYER:

                                        EURONET SERVICES INC.




                                        By:_________________________


                                        Title:______________________

                                        ARKANSAS SYSTEMS, INC.



                                        By:_________________________


                                        Title:______________________


          The undersigned  hereby accepts his appointment as Trustee of the
          above  mentioned Plan and Trust and agrees to serve as such under
          the terms of  the Plan and Trust Agreement and provisions of this
          Adoption Agreement.

                                        TRUSTEE:


                                        _____________________________
                                        Jeff Newman









                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                    -11-


<PAGE>

                                                            Exhibit 4.7




                           AMENDMENT NO. 2 TO THE
                     EURONET SERVICES INC. 401(K) PLAN



          This Amendment is made this 22nd day of May, 2001, by
     Euronet Services Inc. (the "Employer") to the Euronet  Services
     Inc. 401(k) Plan (the "Plan').

          Pursuant to Article XVI of the Plan, the Employer hereby
     amends and modifies Paragraphs 1.8 and 7.1 of the Adoption
     Agreement, as set forth on the attached pages two (2) and eight
     (8), in order to add Dan Henry and Kendall Coyne as Trustees, and
     in order to amend investment direction changes in a Participant's
     Matching Contribution Account.

          The Amendment to Paragraph 1.8 of the Adoption Agreement
     shall be effective May 22, 2001, and the Amendment to Paragraph
     7.1 of the Adoption Agreement shall be effective for the Plan
     Year ending December 31, 2000.

          Where not inconsistent herewith, all the terms and
     provisions of the Plan shall remain in full force and the
     Employer hereby ratifies and confirms the Plan, as amended
     herein.

<PAGE>

          EXECUTED the date first set forth above.

                                        EURONET SERVICES INC.



                                        By:___________________________


        We, Dan Henry and Kendall Coyne, after reviewing the Euronet
     Services Inc. 401(k) Plan and Trust, do hereby accept the office
     of Trustee and agree to abide by the terms and conditions of the
     Plan and Trust document as such terms and conditions relate to
     the responsibilities and obligations imposed upon the Trustee.

                                        TRUSTEES:



                                        _______________________________
                                        Dan Henry



                                        _______________________________
                                        Kendall Coyne




<PAGE>





     1.7  "Plan Administrator" means the individual, committee or the
          Employer designated by the Employer pursuant to Section 13.1
          of the Plan who shall be charged with the management of the
          Plan operations and its administration and who shall be the
          Named Fiduciary as required by the Employee Retirement
          Income Security Act of 1974.  The current Plan Administrator
          is Euronet Services Inc.

     1.8  "Trustee" means the person, people or corporation holding
          legal title to the assets of the Trust pursuant to the terms
          of this Agreement and who is appointed pursuant to Section
          14.2.   The current Trustees are Jeff Newman, Dan Henry and
          Kendall Coyne.

     1.9  "Plan Year" means the twelve (12) consecutive month period
          commencing with January 1 and ending on December 31.


            ARTICLE II.  ELIGIBILITY REQUIREMENTS - ENTRY DATES


          Each Eligible Employee of the Employer shall participate
     commencing on the following Entry Date after meeting the
     following Age and Service requirements:

     2.1  Age.

          An Employee must have attained age twenty-one (21).

     2.2  Service.

          Beginning with the first hour employed, an Employee must
          have been employed for six (6) months (cannot be used with
          more than 12 months unless Paragraph 5.1 and 5.2 provide for
          100% vesting upon entry and Elective Deferrals are not
          permitted under Paragraph 3.6).  An Employee shall not be
          required to complete any specified number of Hours of
          Service to receive credit for any months of service.

<PAGE>


     2.3  Entry Dates.  Every Eligible Employee satisfying the
          eligibility requirements as of the Effective Date of this
          Plan, if employed on the adoption date, shall enter the Plan
          as of the Effective Date.  Every other Eligible Employee
          shall become a Participant on the first Entry Date after
          satisfying the Age and Service requirements if employed on
          such Entry Date which shall be the first day of the
          following calendar quarter (January 1, April 1, July 1,
          October 1).

          If a Participant is eligible for only part of a Plan Year,
          only Compensation received subsequent to the Participant's
          Entry Date shall be taken into account.  In the event a
          Participant is no longer a member of an eligible class of
          Employees and becomes ineligible to participate but has not
          incurred a One-Year Break in Service, such Employee will
          participate immediately upon returning to an eligible class
          of Employees.  If such Participant incurs a One-Year Break
          in Service, eligibility shall be determined under Section
          2.2 of the Plan.  In the event an Employee who is not a
          member of an eligible class becomes a member of an eligible
          class, such Employee will participate immediately if such
          Employee has satisfied the Age and Service requirements and
          would have otherwise previously become a Participant.

     2.4  Hours of Service for Year of Service for Eligibility.  A
          Year of Service for Eligibility shall be counted if the
          Employee received credit for at least 1,000 Hours of Service
          during the Eligibility Computation Period as provided in
          Section 2.3 of the Plan.

     2.5  Unrelated and Predecessor Employers.  Years of Service for
          Eligibility shall include service with the following
          unrelated and predecessor employers:  Euronet Services Inc.
          and Arkansas Systems, Inc.

                        (C) FRIDAY, ELDREDGE & CLARK
                                    -2-

<PAGE>

          (b)  Direct Transfer of an Eligible Rollover Distribution as
               defined in  Section  1.11 of  the Plan  to an  Eligible
               Retirement Plan as defined in Section 1.10 of the Plan.

          (c)  Periodic Payments over  a period certain not  extending
               beyond  the life expectancy  of the Participant  or the
               joint  and last survivor  expectancy of the Participant
               and a designated Beneficiary.


                         ARTICLE VII.  INVESTMENTS


     7.1  Assets Will be Invested at the Direction of the  Participant
          pursuant to Section 14.6  of the Plan in investment  options
          made   available  by  the   Trustee.    Notwithstanding  the
          foregoing, commencing with the Plan Year ending December 31,
          2000, Matching  Contributions shall be  invested exclusively
          in  Employer stock (common stock of Euronet Services, Inc.),
          except a Participant who has attained age fifty-five(55) may
          direct the Trustee to  set all or a portion of  the Employer
          stock in the Participant's Matching Contribution Account and
          direct  the investment of  the proceeds pursuant  to Section
          14.6 of the Plan.

     7.2. Loans  to  Participants  shall be  permitted  as  a directed
          investment  of the  Participant.  Notwithstanding  any other
          provisions  in  the Plan  to  the  contrary,  the number  of
          participant loans  outstanding in  any 12-month  consecutive
          period  shall be  one (1).    The minimum  number of  months
          between loans shall be six (6).  Loans shall be granted only
          upon the  Hardship of the Participant as  defined in Section
          3.8(b), but  not in excess  of the amount necessary  to meet
          the Hardship.


<PAGE>


                  ARTICLE VIII.  MULTIPLE PLAN LIMITATIONS


     8.1  Limitation on Allocations.  If the Employer maintains or has
          ever maintained another qualified plan (other than a defined
          contribution  plan which is  a Master or  Prototype plan) in
          which  any Participant  is (or was)  a participant  or could
          become  a  participant,  the  Employer  must  complete  this
          Paragraph.  The  Employer must also complete  this Paragraph
          if it maintains  a welfare benefit fund, as  defined in Code
           419(e), or  an individual  medical account,  as defined  in
          Code  415(l)(2)) under  which amounts are treated  as annual
          additions with respect to any Participant in this Plan.

          (a)  If  the Participant is  covered under another qualified
               defined contribution plan  maintained by the  Employer,
               other than a Master or Prototype plan, Annual Additions
               which  may be  credited  to  the Participant's  Account
               under this  Plan for any  Plan Year will be  limited as
               follows:

               X    In  accordance with Section 8.2  of the Plan as if
               -    the other Plan were a Master or Prototype Plan.

                    Other method (Attach Exhibit).
               -

          (b)  If the Participant is or has ever been a Participant in
               a defined benefit plan maintained by the Employer:

               (1)  Annual  Additions which  may  be  credited to  the
                    Participant's Account  for any Plan  Year will  be
                    limited as follows:

                    X    If  the  Employer's contribution  that  would
                    -    otherwise be  allocated to  the Participant's
                         Account  during  the  Limitation  Year  would
                         cause the 1.0 limitation  to be exceeded, the
                         allocation under this Plan will be reduced so
                         that  the sum  of the  fractions equals  1.0.
                         Any  contributions not  allocated because  of
                         the preceding  sentence will be  allocated to
                         the   remaining   Participants    under   the
                         allocation formula under the Employer's Plan.
                         If the 1.0


                         (C)  FRIDAY, ELDREDGE & CLARK
                                      -8-
<PAGE>



                                                               Exhibit 4.8





                            AMENDMENT NO. 3 TO THE
                     EURONET SERVICES INC. 401(K) PLAN


           This Amendment  is made this  29TH day of  August, 2001, by
      Euronet Worldwide, Inc. (the "Employer") to the Euronet Services
      Inc. 401(k) Plan (the "Plan").

           Pursuant to  Article XVI of the  Plan, the  Employer hereby
      amends and modifies the Plan as follows:


               1.   Paragraph 1.4  is amended effective September  1, 2001,
                    to read as follows:


               "1.4  "Plan"  means the Salary Deferral Plan evidenced by this
               Agreement and  all subsequent amendments thereto,  and which
               shall be titled the Euronet Worldwide, Inc. 401(k) Plan."

               2.   Paragraph 3.4 is amended to read as follows:

               "3.4 Minimum Top Heavy Allocation.  Notwithstanding the
                    allocation  in Paragraph 3.2  and the Minimum  Hours of
                    Service requirement  in Paragraph  3.3,  for each  Plan
                    year in which  the Employer's Plan is a  Top Heavy Plan
                    (as defined in Section 9.1  of the Plan), a Minimum Top
                    Heavy   Allocation   of  Employer   contributions   and
                    forfeitures, if any, shall be made as follows:

                         (a)  if  the   allocation  of   contributions  and
                         forfeitures (including  Elective Deferrals,  Basic
                         Matching  Contributions,   Discretionary  Matching
                         Contributions      or      Qualified      Matching
                         Contributions),  if any,   to any Key  Employee is
                         equal to or greater than 3% of such Key Employee's
                         Compensation   for   a   Plan   Year,   then   the
                         contributions and forfeitures (other than Elective
                         Deferrals,    Basic     Matching    Contributions,
                         Discretionary Matching Contributions  or Qualified
                         Matching   Contributions)    allocated   to    all
                         Participants who are  employed on the last  day of
                         the  Plan Year,  other than  Key Employees,  shall
                         amount to 3% of their respective Compensation.


<PAGE>


                         (b)  except in the  case where the Employer  has a
                         defined benefit plan which designates this Plan to
                         satisfy  Code  Section 401,  if  the allocation of
                         contributions and forfeitures  (including Elective
                         Deferrals,    Basic    Matching     Contributions,
                         Discretionary Matching Contributions  or Qualified
                         Matching  Contributions),  if   any,  pursuant  to
                         Paragraph 3.2 to  any Key Employee does  not equal
                         or exceed 3%  of such Key  Employee's Compensation
                         for  a  Plan  Year,  then  the  contributions  and
                         forfeitures (other than  Elective Deferrals, Basic
                         Matching  Contributions,   Discretionary  Matching
                         Contributions or Qualified Matching Contributions)
                         allocated  to  all  other   Participants  who  are
                         employed  on the last day of  the Plan Year, other
                         than  Key  Employees,   shall  equal  the  highest
                         percentage allocated to any Key Employee.



                         (c)  If   the   Participants,   other   than   Key
                         Employees, are participating  in a defined benefit
                         plan then the contributions and forfeitures (other
                         than    Elective    Deferrals,    Basic   Matching
                         Contributions,        Discretionary       Matching
                         Contributions or Qualified Matching Contributions)
                         allocated to all Participants  who are employed on
                         the last  day  of the  Plan Year,  other than  Key
                         Employees, shall amount to  5% of their respective
                         Compensation."

               3.   Paragraph   3.7   is  amended  by  replacing  the  term
           "Matching Contributions" with  "Basic  Matching  Contributions."


               4.   Subparagraph (d) of Paragraph 3.7 is amended as follows:

                         (d)  Forfeitures of Excess Aggregate Contributions
                         shall be applied  to reduce Employer contributions
                         for the Plan  Year in which the excess  arose.  If
                         the forfeitures  exceed Employer  contributions or
                         the Employer has already contributed for such Plan
                         Year, the excess portion shall be  allocated after
                         all  other  forfeitures  under the  Plan,  to  the
                         Matching Contribution Account  of each Participant
                         who is a Non-highly  Compensated Employee who made
                         Elective  Deferrals in  the ratio which  each such
                         Participant's Elective Deferrals for the Plan Year
                         between 4% and  6% of their Compensation  bears to
                         the total of such Elective Deferrals for such Plan
                         Year.


<PAGE>




               5.   Subparagraph  (f)  of  Paragraph  3.7  is  amended   by
           replacing  the  phrase  "Matching  Contributions  and  Qualified
           Matching  Contributions"  with  "Basic  Matching  Contributions,
           Discretionary  Matching  Contributions  and  Qualified  Matching
           Contributions."

               6.   Paragraph 3.11 is added to read as follows


                    "3.11     Discretionary Matching Contributions. The
                    Employer may, in its discretion, make a Discretionary
                    Matching Contribution to the Plan for a Plan Year.


                         (a)  The Discretionary Matching Contribution for a
                         Plan  Year, if  any, shall  be  allocated to  each
                         Participant s   Matching   Contribution   Account,
                         except  as provided in  Paragraphs 3.3 and  4.1 of
                         the  Adoption  Agreement, in  the  proportion that
                         their Elective Deferrals for the Plan Year between
                         4% and 6% of their Compensation bears to the total
                         of such Elective Deferrals for the Plan Year.



                         (b)  The Discretionary Matching  Contribution will
                         be subject to  the vesting schedule applicable  to
                         Employer   contributions,   other   than  Elective
                         Deferrals, under the Plan.


               Where  not   inconsistent  herewith,   all  the   terms  and
          provisions  of  the Plan  shall  remain  in  full force  and  the
          Employer  hereby ratifies  and  confirms  the  Plan,  as  amended
          herein.

               Except  as otherwise provided  above, this amendment  to the
          Adoption Agreement shall be effective January 1, 2000.


                                                  EURONET WORLDWIDE, INC.


                                                  By:______________________

                                                  Title:___________________

<PAGE>



                                                       Exhibit 5.1


                       Friday, Eldredge & Clark, LLP
                            2000 Regions Center
                           400 W. Capitol Avenue
                        Little Rock, Arkansas 72201
                                501-376-2011
                           Telecopy 501-376-2147


                               October 17, 2001

     Euronet Worldwide, Inc.
     4601 College Boulevard
     Leawood, Kansas 66211

     Ladies and Gentlemen:

          We  have  acted as  counsel  to  Euronet  Worldwide, Inc. , a
     Delaware corporation  (the "Company"), with  respect to the filing
     by the Company  with the Securities and Exchange Commission  under
     the  Securities  Act  of  1933,  as  amended,  of  a  Registration
     Statement  on Form S-8 (the "Registration Statement") covering the
     issuance of up to  1,000,000 shares  of  the  Company's shares  of
     Common Stock,  par value $.02 per share (the "Shares").

          Based  on   our  review   of  the  Company's   organizational
     documents,  the option  plans  pursuant  to which  the  Shares are
     issuable and such other  documents and  records as we have  deemed
     necessary and appropriate, we  are of the opinion  that the Shares
     will,   when   sold,   be   legally   issued,   fully   paid   and
     non-assessable.

          In  connection  with this opinon, we have examined and relied
     upon,  without further investigation, the following in connnection
     with  rendering  the  opinions expressed herein:  (a) the Plan and
     the form of the Agreements;  (b) the Certificate of Incorporation,
     and  the  Company's  Bylaws;  (c) the Registration Statement,  (d)
     minutes  of  directors'  and  stockholders' meetings, and (e) such
     other  documents,  certificates,  records,  and oral statements of
     public  officials  and  the  officers  of the Company as we deemed
     necessary   for   the  purpose  of  rendering  opinions  expressed
     herein.

          In our examinations,  we  have assumed the genuineness of all
     signatures,  the  legal  capicity  of  all  natural  persons,  the
     authenticity,  accuracy   and   completeness   of   all  documents
     submitted  to  us  as   originals,   the  conformity  to  original
     documents   of   all  documents  submitted  to  us  as  certified,
     conformed,  or  photostatic  copies  or by facsimile or electronic
     mail,  and  the  authenticity  of  the  originals  from which such
     copies,   facsimiles,   or  electronic  transmissions  were  made.
     In  our  examination  of   documents,  including  the  Agreements,
     executed by persons, legal or natural,  other  than  the  Company,
     we have assumed that such persons  had  the   power, corporate  or
     otherwise, to enter into and perform all  obligations   thereunder
     and  that  such  documents  are valid and binding.   We have  also
     assumed the conformity of all Agreements  to the  form reviewed of
     such Agreements.

          This  opinion  letter is limited to the specific legal issues
     that  it  expressly  addresses, and accordingly, no opinion may be
     inferred  or  implied beyond the matters expressley stated in this
     letter.   We  express no opinion as to the law of any jurisdiction
     other  than  the General Corporation Law of the State of Delaware,
     as  amended.   We  are  not  admitted  to  the  Delaware  Bar.  In
     expressing  our  opinions set  forth herein,  we have reviewed and
     relied   upon,   without   further  investigation,  such  laws  as
     published in generally available sources.

          We  consent  to  the  filing  of  this  opinion  letter, or a
     reproduction   thereof,   as   an   exhibit  to  the  Registration
     Statement.   In giving such consent, however, we are not admitting
     that  we  are  within  the  category  of  persons whose consent is
     required  under  Section  7  of  the  Securities  Act  of 1933, as
     amended,   or   the   rules  or  regulations  promulgated  by  the
     Securities and Exchange Commission thereunder.

          This  opinion  letter  is  rendered  as of the date set forth
     above,  and  we  have no continuing obligation hereunder to inform
     you  of  any  changes  in  the applicable  law  or the facts after
     such  date  or  facts  of  which  we  become  aware after the date
     hereof,  even  though  such  changes  could  affect  our  opinions
     expressed herein.

     Very truly yours,

     /s/ Friday, Eldredge & Clark, LLP

     FRIDAY, ELDREDGE & CLARK, LLP




<PAGE>

                                                            EXHIBIT
                                                            23.2



                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As  independent  public  accountants,  we hereby  consent  to  the
     incorporation by  reference in this  Registration Statement of our
     report  dated  February  9, 2001  included  in  Euronet Worldwide,
     Inc.'s previously filed Annual  Report on  Form 10-K (File No.  0-
     22167) for the year  ended December 31, 2000 and to all references
     to our Firm included in this Registration Statement.


                                             KPMG POLSKA SP. Z O.O.



     Warsaw, Poland
     October 17, 2001










                                   II-8-
[{"type": "S-8", "sequence": "1", "filename": "euros8b.txt", "description": "S-8", "secsgml_size_bytes": 346003}]
{"company-data": {"conformed-name": "EURONET WORLDWIDE INC", "cik": "0001029199", "assigned-sic": "6099", "irs-number": "742806888", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71766", "film-number": "1760895"}, "business-address": {"street1": "HORVAT UTCA 14-24", "city": "BUDAPEST", "state": "K5", "zip": "1027", "phone": "36-1-224-1000"}, "mail-address": {"street1": "4601 COLLEGE BOULEVARD", "street2": "SUITE 300", "city": "LEAWOOD", "state": "KS", "zip": "66211"}, "former-company": {"former-conformed-name": "EURONET SERVICES INC", "date-changed": "19961218"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 17, 2001

                                          REGISTRATION N0. 333-___________

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933

                          EURONET WORLDWIDE, INC.

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

    (Exact Name of Registrant as Specified in its Governing Instruments)

             DELAWARE                                    74-2806888
      --------------------------                   -----------------------
    (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or organization)                   Identification No.)

                           4601 COLLEGE BOULEVARD
                           LEAWOOD, KANSAS 66211
                                913-327-4200

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

       (Address, Including Zip Code, and Telephone Number, Including
          Area Code, of Registrant's Principal Executive Offices)
DANIEL R. HENRY
                           CHIEF OPERATING OFFICER
                            4601 COLLEGE BOULEVARD
                            LEAWOOD, KANSAS 66211
                                 913-327-4200

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

         (Name, Address, Including Zip Code, and Telephone Number,
                 Including Area Code, of Agent for Service)

                           EURONET WORLDWIDE, INC.
                                401(k) PLAN

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

                          (Full Title of the Plan)

                      COPIES OF ALL COMMUNICATIONS T0:

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

                             MICHAEL E. KARNEY
                          FRIDAY, ELDREDGE & CLARK
                            2000 REGIONS CENTER
                           400 W. CAPITOL AVENUE
                      LITTLE ROCK, ARKANSAS 72201-3493
                                501-376-2011
CALCULATION OF REGISTRATION FEE

 ============================================================================
                                                    PROPOSED
                                     PROPOSED       MAXIMUM
  TITLE OF                           MAXIMUM        AGGREGATE    AMOUNT OF
  SECURITIES TO    AMOUNT TO BE     OFFERING PRICE  OFFERING     REGISTRATION
  BE REGISTERED(1) REGISTERED(1)(2)  PER SHARE(3)   PRICE        FEE(4)
 ----------------------------------------------------------------------------

  Common Stock,
  par value $.02
  per share       1,000,000 shares    $ 13.37      $ 13,370,000  $ 3,342.50

 ===========================================================================

     (1)  To  the extent  to  which interests  in the  Plan  constitute
          separate  securities, this  Registration Statement  shall  be
          deemed to register an  indeterminate amount of such interests
          in  the  Plan   in  accordance  with   Rule  416(c).     This
          Registration  Statement also covers  any additional shares of
          the Registrant's  Common Stock    that  may hereafter  become
          issuable  as a  result  of the  adjustment provisions  of the
          Plan or of the  Common Stock in accordance with Rule  416(a).

     (2)  The  shares  of  Common  Stock  offered  hereby  are  offered
          pursuant   to   the   Euronet  Worldwide,  Inc.  401(k) Plan.

     (3)  Pursuant to Rule 457(c) under the Securities Act  of 1933, as
          amended,  the proposed  maximum offering  price per  share is
          the average  of  the high  and low  price  per  share of  the
          Common Stock on October 10, 2001.

     (4)  Pursuant to Rule 457(h)(2), no  registration fee is  required
          with respect to the interests in the Plan.

                                     -2-
PART I

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          The documents containing the  information specified in Part I
     of  Form  S-8 will be sent or  given to participants in the 401(k)
     Plan  of  Euronet  Worldwide,   Inc.   and  its subsidiaries  (the
     "Company"),  as specified  by Rule  428(b)(1) promulgated  by  the
     Securities   and  Exchange  Commission  (the  "Commission")  under
     the Securities Act of 1933, as amended (the "Securities Act").

          Such  documents are not being filed with  the Commission, but
     constitute (along  with the  documents  incorporated by  reference
     into the  Registration Statement  pursuant to  Item 3  of Part  II
     hereof) a  prospectus that  meets the  requirements of  Section 10
     (a)  of  the  Securities  Act.    The  documents  incorporated  by
     reference into  the Registration Statement pursuant  to Item 3  of
     Part II  hereof will  be available  to participants  in the  Plan,
     without charge,  upon written or oral  request.  Any such  request
     should be  directed to Daniel  R. Henry,  Chief Operating Officer,
     Euronet  Worldwide, Inc., 4601  College Boulevard, Leawood, Kansas
     66211, telephone 913-327-4200.

                                     -3-
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                        (Not Required in Prospectus)

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The  following documents,  which have  been filed  by Euronet
     Worldwide, Inc.  (the "Registrant")  with the  Commission pursuant
     to the Securities  Act or the Securities  Exchange Act of 1934, as
     amended  (the  "Exchange   Act"),  are   incorporated  herein   by
     reference:

               (a)  The  Registrant's  Annual Report  on Form  10-K for
                    the  year  ended December  31,  2000  (File No.
                    0-22167), and any amendments thereto.

               (b)  (i)  The Registrant's  Quarterly Report on Form 10-
                         Q for  the period ended  March 31,  2001 (File
                         No. 0-22167), and any amendments thereto.

                   (ii)  The Registrant's Quarterly Report on Form 10-Q
                         for  the  period ended June 30, 2001 (File No.
                         0-22167), and any amendments thereto.

                  (iii)  The Registrant's  Proxy Statement on  Schedule
                         14A  for  the  Annual  Meeting of Stockholders
                         held on May 24,  2001 (File  No. 0-22167), and
                         any amendments thereto.

               (c)  The  description of  the Registrant's  Common Stock
                    contained    in   the   Registrant's   Registration
                    Statement on Form 8-A  filed with the Commission on
                    February  21,  1997  and  any amendment  or  report
                    filed  with  the  Commission  for  the  purpose  of
                    updating such description.
In addition,  all documents filed  by the Registrant with the
     Commission pursuant  to Section 13(a), 13(c), 14 or 15  (d) of the
     Exchange  Act after the  date of  this Registration  Statement and
     prior to  the termination  of the offering  shall be deemed  to be
     incorporated by reference into  this Registration Statement and to
     be  a part hereof  from the date  of the  filing of  such document
     with  the Commission.    Any  statement  contained in  a  document
     incorporated by reference herein  shall be deemed  to be  modified
     or superseded  for purposes of the  Registration Statement to  the
     extent   that  a  statement  contained  herein  or  in  any  other
     subsequently  filed document  which also  is or  is  deemed to  be
     incorporated  by  reference herein  modifies  or  supersedes  such
     statement.  Any statement  so modified or superseded shall not  be
     deemed, except as so modified or superseded, to  constitute a part
     of the Registration Statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.  The  class of  securities to  be offered  is
     registered under Section 12 of the Exchange Act.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section  145  of the  Delaware  General  Corporation Law,  as
     amended,  provides that  a  corporation  shall have  the  power to
     indemnify any person who was or is a party  or is threatened to be
     made a  party to any  threatened, pending  or completed action  or

                                     -4-
proceeding,   whether    civil,   criminal,   administrative    or
     investigative, by  reason  of  the  fact  that  he  is  or  was  a
     director, officer, employee or  agent of the corporation or is  or
     was serving at is request in such capacity  in another corporation
     or  business association,  against expenses  (including attorneys
     fees), judgments,  fines and amounts  paid in  settlement actually
     and reasonably  incurred by  him in  connection with  such action,
     suit or proceeding if  he acted in  good faith and in a  manner he
     reasonably believed to be in or not opposed to  the best interests
     of the  corporation, and with  respect to  any criminal action  or
     proceeding,  had no  reasonable cause  to believe  his conduct was
     unlawful.

          Section 102(b)(7)  of the  Delaware General Corporation  Law,
     as amended,  permits a  corporation to provide in  its certificate
     of incorporation that a  director of the corporation shall not  be
     personally  liable  to the  corporation  or  its stockholders  for
     monetary  damages for  breach  of fiduciary  duty as  a  director,
     except for liability (i) for any  breach of the director s duty of
     loyalty to the corporation  or its stockholders, (ii) for acts  or
     omissions  not  in  good  faith   or  which  involve   intentional
     misconduct or a knowing violation of law, (iii)  under Section 174
     of  the  Delaware  General  Corporation  Law,  or  (iv)   for  any
     transaction from which the director  derived an improper  personal
     benefit.

          Articles EIGHTH and NINTH  of the Registrant's certificate of
     incorporation provide  for the  elimination of personal  liability
     of  a  director for  breach  of  fiduciary duty  as  permitted  by
     Section 102(b)(7) of the Delaware General Corporation Law.

          Article   VII  of  the   Registrant's  by-laws,  as  amended,
     provides  that  the  Registrant   shall  indemnify  directors  and
     officers to the fullest  extent permitted by  the Delaware General
     Corporation Law.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.
ITEM 8. EXHIBITS.

         The exhibits  filed as  part of  this Registration  Statement
     are as follows:

       EXHIBIT
       NUMBER            DESCRIPTION
       -------           --------------------

        4.1              Articles   of    Incorporation   of    Euronet
                         Worldwide,  Inc.,  (Incorporated  by reference
                         to  Exhibit 3.1  of the  Registrant's Form S-1
                         Registration   Statement    filed   with   the
                         Commission  on  December 18,  1996  (File  No.
                         333-18121)).

        4.2              Bylaws    of     Euronet    Worldwide,    Inc.
                         (Incorporated by  reference to  Exhibit 3.2 of
                         the Company's  Registration Statement on  Form
                         S-1  dated December  18, 1996  (File  No. 333-
                         18121)).

        4.3              Form  of Certificate  of  Common Stock  of the
                         Registrant  (Incorporated   by  reference   to
                         Exhibit  4.1  of  the  Registrant's  Form  S-1
                         Registration   Statement    filed   with   the
                         Commission  on  December  18,  1996 (File  No.
                         333-18121)).

                                   -5-
4.4*             Euronet Services, Inc.  401(k) Plan.

        4.5*             Amendment No. 1 to the Euronet Services, Inc.
                         401(K) Plan

        4.6*             Euornet Services, Inc. Salary Deferral Plan
                         and Trust Agreement Adoption Agreement

        4.7*             Amendment No. 2 to the Euronet Services, Inc.
                         401(K) Plan

        4.8*             Amendment No. 3 to the Euronet Services, Inc.
                         401(K) Plan

        5.1*             Opinion of Friday, Eldredge & Clark, LLP.

        23.1*            Consent  of  Friday,  Eldredge  &  Clark,
                         LLP.

        23.2*            Consent of KPMG Polska Sp.  z o.o.

        24.1*            Powers of Attorney (included as part of the
                         signature page hereto).

     ------------------
     *Filed herewith.

     ITEM 9. UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          A.   (1) To  file, during any period in which offers or sales
     are being  made, a  post-effective amendment to  this Registration
     Statement to include  any material information with respect to the
     plan  of distribution not previously disclosed in the Registration
     Statement  or any  material  change  to such  information  in  the
     Registration Statement.

               (2)  That, for  the purpose of determining any liability
     under  the  Securities  Act,  each  such  post-effective amendment
     shall  be deemed to  be a  new registration statement  relating to
     the  securities   offered  herein,   and  the  offering   of  such
     securities at that  time shall be  deemed to  be the initial  bona
     fide offering thereof.

               (3)    To  remove  from  registration  by  means  of   a
     post-effective  amendment any of  the securities  being registered
     which remain unsold at the termination of the offering.

          B. The  undersigned  Registrant hereby  undertakes that,  for
     purposes of  determining any  liability under the  Securities Act,
     each filing of  the Registrant's annual report pursuant to Section
     13  (a)  or  Section  15  (d)  of  the  Exchange  Act  (and  where
     applicable,  each  filing  of an  employee  benefit  plan's annual
     report pursuant  to Section  15(d) of  the Exchange  Act) that  is
     incorporated by  reference in the  Registration Statement shall be
     deemed  to  be  a  new  registration  statement  relating  to  the
     securities offered  therein, and  the offering of  such securities
     at that time shall  be deemed to be the initial bona fide offering
     thereof.
C.  Insofar as indemnification  for liabilities arising under
     the Securities  Act may  be permitted to  directors, officers  and
     controlling persons  of the  Registrant pursuant to  the foregoing
     provisions, or  otherwise, the Registrant has been advised that in
     the  opinion  of  the Commission  such indemnification  is against
     public  policy  as  expressed  in  the  Securities  Act,  and  is,
     therefore   unenforceable   in   the  event   that  a   claim  for
     indemnification  against such liabilities  (other than the payment
     by the Registrant of  expenses incurred by a  director, officer or
     controlling person of the Registrant  in the successful defense of
     any  action, suit  or proceeding)  is asserted  by such  director,
     officer or  controlling person  in connection with  the securities
     being registered, the  Registrant will,  unless in the opinion  of
     its counsel the matter  has been settled by controlling precedent,
     submit  to a  court of  appropriate jurisdiction  the  question of
     whether such  indemnification by it is  against public policy  and
     as expressed  in the Securities  Act and will  be governed by  the
     final adjudication of such issue.

                                   -6-
SIGNATURES
                                 ----------

          Pursuant to the requirements  of the Securities  Act of 1933,
     as  amended,  the  Registrant certifies  that  it  has  reasonable
     grounds to  believe  that it  meets all  of the  requirements  for
     filing  on  Form  S-8  and  has  duly  caused  this   Registration
     Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
     undersigned, thereunto  duly approved,  in  the  City of  Leawood,
     State of Kansas, on the 17th day of October, 2001.

                                        EURONET WORLDWIDE, INC.

                                        By:  Daniel R. Henry
                                           ----------------------------
                                             Daniel R. Henry
                                             Chief Operating Officer

          KNOW  ALL MEN  BY  THESE  PRESENTS, that  each  person  whose
     signature appears  below hereby  constitutes and appoints  Michael
     J.   Brown   and   Daniel   R.   Henry   his   true   and   lawful
     attorneys-in-fact,  each   acting  alone,  with   full  powers  of
     substitution  and resubstitution, for  him and  in his name, place
     and  stead,  in  any  and  all  capacities  to  sign  any  or  all
     amendments,  including  any  post-effective  amendments,  to  this
     Registration  Statement,  and  to  file  the same,  with  exhibits
     thereto, and  other documents  in connection  therewith, with  the
     Securities and Exchange Commission, granting unto said  attorneys-
     in-fact and  agents full  power and  authority to  do and  perform
     each and every  act and thing  requisite and necessary to  be done
     in and  about the premises,  as fully to all  intents and purposes
     as  he  might or  could do  in  person, and  hereby ratifying  and
     confirming all that  said attorneys-in-fact or their  substitutes,
     each acting alone, may  lawfully do or cause to be done by  virtue
     hereof.

          Pursuant to the  requirements of the Securities Act of  1933,
     this Registration  Statement on Form  S-8 has  been signed by  the
     following persons in their capacities and on the dates indicated.
SIGNATURE                          TITLE
               ---------                          -----

         Michael J. Brown
     --------------------------          Chief Executive Officer and President
         Michael J. Brown                (Principal  Executive Officer)

         Daniel R. Henry
     --------------------------          Director and Chief Operating Officer
         Daniel R. Henry

         Steven J. Buckley
     --------------------------          Director
         Steven J. Buckley

         Eriberto R. Scocimara
     --------------------------          Director
         Eriberto R. Scocimara

         Thomas A. McDonnell
     --------------------------          Director
         Thomas A. McDonnell

         Jeanine Strandjord
     --------------------------          Director
         Jeanine Strandjord

         Kendall Coyne
     --------------------------          Chief Finacial Officer
         Kendall Coyne                   (Principal Financial and Accouning
                                         Officer)

                                   -7-
EXHIBIT INDEX
                               -------------

          EXHIBIT
          NUMBER                        DESCRIPTION
          -------                       -----------

          4.1            Articles   of    Incorporation   of    Euronet
                         Worldwide,  Inc., (Incorporated  by  reference
                         to Exhibit  3.1 of  the Registrant's  Form S-1
                         Registration   Statement   filed   with    the
                         Commission  on  December 18,  1996  (File  No.
                         333-18121)).

          4.2            Bylaws    of    Euronet    Worldwide,     Inc.
                         (Incorporated  by reference  to Exhibit 3.2 of
                         the Company's  Registration Statement on  Form
                         S-1  dated December  18, 1996  (File No.  333-
                         18121)).

          4.3            Form of  Certificate of  Common  Stock of  the
                         Registrant  (Incorporated   by  reference   to
                         Exhibit  4.1  of  the  Registrant's  Form  S-1
                         Registration   Statement   filed   with    the
                         Commission  on  December  18, 1996  (File  No.
                         333-18121)).

          4.4*           Euronet Services, Inc. 401(k) Plan.

          4.5*           Amendment No. 1 to the Euronet Services, Inc.
                         401(K) Plan

          4.6*           Euornet Services, Inc. Salary Deferral Plan
                         and Trust Agreement Adoption Agreement

          4.7*           Amendment No. 2 to the Euronet Services, Inc.
                         401(K) Plan

          4.8*           Amendment No. 3 to the Euronet Services, Inc.
                         401(K) Plan

          5.1*           Opinion of Friday, Eldredge & Clark, LLP.

          23.1*          Consent  of  Friday,  Eldredge  &  Clark,
                         LLP.

          23.2*          Consent of KPMG Polska Sp.  z o.o.

          24.1*          Powers of Attorney (included as part of the
                         signature page hereto).

     -----------------
     *Filed herewith.

                                   -8-
Exhibit 4.4

                           PLAN AND TRUST AGREEMENT

                           FRIDAY, ELDREDGE & CLARK
                               VOLUME SUBMITTER
                      DEFINED CONTRIBUTION PLAN AND TRUST

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

                               TABLE OF CONTENTS

      I.        DEFINITIONS    . . . . . . . . . . . . . . . . . . . .  1

      II.       ELIGIBILITY AND PARTICIPATION  . . . . . . . . . . . . 10

      III.      CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . 11

      IV.       RETIREMENT BENEFITS  . . . . . . . . . . . . . . . . . 23

      V.        DEATH BENEFITS   . . . . . . . . . . . . . . . . . . . 24

      VI.       TERMINATION OF SERVICE   . . . . . . . . . . . . . . . 25

      VII.      DISTRIBUTION OF BENEFITS AND CLAIMS FOR BENEFITS   . . 27

      VIII.     LIMITATIONS ON ALLOCATIONS   . . . . . . . . . . . . . 43

      IX.       SPECIAL TOP HEAVY RULES    . . . . . . . . . . . . . . 50

      X.        PLAN LOANS   . . . . . . . . . . . . . . . . . . . . . 52

      XI.       PORTABILITY OF BENEFITS  . . . . . . . . . . . . . . . 55

      XII.      INVESTMENT IN INSURANCE CONTRACT   . . . . . . . . . . 56

      XIII.     ADMINISTRATION OF EMPLOYER'S PLAN  . . . . . . . . . . 57

      XIV.      CREATION OF TRUST AND TRUSTEE RESPONSIBILITIES . . . . 60

      XV.       TRUST FUND VALUATION   . . . . . . . . . . . . . . . . 66

      XVI.      GENERAL PROVISIONS RELATING TO EMPLOYER'S PLAN   . . . 67

      XVII.     GENERAL PROVISIONS RELATING TO THE PROTOTYPE
                VARIABLE PLAN AND TRUST AGREEMENT  . . . . . . . . . . 71
ARTICLE I.  DEFINITIONS

         As used  in this Plan  and  Trust Agreement, the  following terms
      shall  have the  meaning hereinafter  set forth,  unless a different
      meaning is plainly required by the context:

         1.1  "Adoption Agreement"  shall  mean  the  supplement  to  this
      agreement under which the Employer  selects various options relating
      to the basic provisions of the  Plan.  For purposes of this Plan, an
      Employer  shall be entitled to  delete the options that do not apply
      to it and  may make up  to three (3) revisions  and/or modifications
      to  the Adoption  Agreement itself  as long  as such  changes do not
      discriminate  in favor  of  Highly  Compensated  Employees and  such
      revisions  are approved  by  the  appropriate  Key District  of  the
      Internal Revenue Service where the Plan is  ultimately submitted for
      a favorable determination letter.  A copy of the Adoption  Agreement
      is attached and made a part of this Plan and Trust.

         1.2  "Account"  shall  mean  the  separate  accounts created  and
      maintained for  a Participant under the  Employer's Plan.   Separate
      Accounts shall be established  for Employer Contributions,  Elective
      Deferrals,   Matching  Contributions   and  Qualified   Non-elective
      Contributions.

         1.3  "Age" shall mean the Employee's age at his last birthday.

         1.4  "Beneficiary" shall mean  any individual(s) or legal  entity
      designated to receive any  death benefit arising under the Plan  and
      Trust upon  the death of  a Participant  or, in the absence  of such
      designation, by the terms of the Plan contained hereinafter.

         1.5  "Code"  shall mean  the Internal  Revenue  Code of  1986, as
      amended.

         1.6  "Compensation" means  compensation as  that term  is defined
      in Section 8.5(b)  which is the  amount which is  reportable in  the
      "Wages, Tips and Other  Compensation" Box on the Employee's Form  W-
      2.    For  any self-employed  individual  covered  under  the  Plan,
      compensation will  mean Earned Income.   Compensation  shall include
      only  that  compensation  which  is actually  paid  to  the Employee
      during the  Plan Year.  Compensation  shall also include any  amount
      which is contributed by the Employer pursuant to a Salary  Reduction
      Agreement  and which  is not includible  in the gross  income of the
      employee under Code   125, 402(e)(3), 402(h) or 403(b).
For   years  beginning  after   December  31,  1988,  the  annual
      compensation of each  Participant taken into account under the  Plan
      for any Plan Year shall not exceed $200,000.  This limitation  shall
      be adjusted  by the  Secretary at  the same  time  and  in the  same
      manner as  under Code  415(d),  except that the  dollar increase  in
      effect on  January 1 of  any calendar  year is  effective for  years
      beginning in  such calendar  year and  the first  adjustment to  the
      $200,000  limitation is  effected on  January 1,  1990.   If a  Plan
      determines compensation  on a  period  of time  that contains  fewer
      than 12  calendar months, then the  annual compensation limit is  an

                       (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -2-
amount equal to the annual compensation limit for the calendar  year
      in which  the compensation  period begins  multiplied  by the  ratio
      obtained by dividing the number  of full months in the period by 12.
      In  determining the  compensation of  a Participant for  purposes of
      this limitation, the  rules of  Code  414(q)(6) shall apply,  except
      in applying  such rules, the  term "family" shall  include only  the
      spouse  of  the  Participant  and  any  lineal  descendants  of  the
      Participant who have  not attained age  19 before  the close of  the
      year.   If,  as  a  result  of the  application  of  such rules  the
      adjusted $200,000 limitation is exceeded,  then (except for purposes
      of  determining the portion  of compensation  up to  the integration
      level  if   this  Plan  provides   for  permitted   disparity),  the
      limitation  shall be  prorated  among  the  affected individuals  in
      proportion  to each  such  individual's compensation  as  determined
      under this Section prior to the application of this  limitation.  If
      compensation  for any  prior  Plan Year  is  taken into  account  in
      determining an  Employee's allocations or  benefits for  the current
      year,  the  compensation for  such  prior  year is  subject  to  the
      applicable annual compensation limit  in effect for that prior year.
      For this  purpose, for years beginning  before January 1, 1990,  the
      applicable annual compensation limit is $200,000.

         In addition  to other applicable  limitations set  forth in  the
      plan, and  notwithstanding any other  provision of the  plan to  the
      contrary, for plan years beginning on or  after January 1, 1994, the
      annual compensation  of each employee taken  into account under  the
      plan shall not exceed  the OBRA '93 annual compensation limit.   The
      OBRA '93 annual compensation  limit is $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.
      If a  determination period  consists of  fewer than  12 months,  the
      OBRA  '93  annual  compensation  limit  will  be  multiplied  by   a
      fraction, the numerator  of which  is the  number of  months in  the
      determination period, and the denominator of which is 12.
For  plan years  beginning  on  or after  January  1, 1994,  any
      reference  in this  plan to the limitation  under section 401(a)(17)
      of the  Code shall mean the  OBRA '93 annual  compensation limit set
      forth  in  this   provision.     If  compensation   for  any   prior
      determination  period  is  taken  into  account  in  determining  an
      employee's  benefits  accruing  in  the   current  plan  year,   the
      compensation for  that prior determination  period is subject to the
      OBRA  '93  annual  compensation  limit  in  effect  for  that  prior
      determination period.  For this  purpose, for determination  periods
      beginning before  the first day of the first plan  year beginning on
      or after January 1, 1994, the OBRA '93 annual compensation limit  is
      $150,000.

         1.7  "Distributee" means  an Employee  or  former  Employee.   In
      addition, the Employee's or former  Employee's surviving spouse  and
      the Employee's or former  Employee's spouse or former spouse who  is
      an  alternate payee under  a qualified  domestic relations order, as
      defined in  Code   414(p),  are  distributees  with  regard  to  the

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -3-
interest of  the Employee  or former  Employee unless  such interest
      has been appropriately waived by the spouse or former spouse.

         1.8  "Earned Income"  means the net earnings from self-employment
      in  the  trade  or business  with  respect  to  which  the  Plan  is
      established, for which  personal services  of the  individual are  a
      material income-producing factor.  Net  earnings will be  determined
      without  regard  to items  not  included  in gross  income  and  the
      deductions allocable  to such items.   Net earnings  are reduced  by
      contributions by  the Employer  to a  qualified plan  to the  extent
      deductible  under Section  404 of the  Code.  Net  earnings shall be
      determined with regard to  the deduction allowed to the Employer  by
      Code  164(f) for taxable years beginning after December 31, 1989.

         1.9  "Effective  Date" means  the date  set  out in  the Adoption
      Agreement on which an Employer's  Plan became originally  effective,
      or as amended.

         1.10     "Eligible   Retirement   Plan"  means   an   individual
      retirement  plan which  is either  an individual  retirement account
      described  in  Code   408(a)  or  an  individual  retirement annuity
      (other than  an endowment contract) described  in Code  408(b) or  a
      qualified  plan  described  in  Code   401(a)  or  an  annuity  plan
      described  in Code   403(a).   However, in  the case  of an eligible
      rollover  distribution   to  the   surviving  spouse,  an   eligible
      retirement  plan means  either an  individual retirement  account or
      individual retirement annuity.

         1.11     "Eligible Rollover Distribution" means any distribution
      of all  or any portion  of the balance to the  credit of an employee
      in a qualified plan except for:

              (a) Any  distribution   that  is   one  of   a  series   of
              substantially   equal  periodic   payments  made  (not  less
              frequently  than  annually)  over  the   life  or  the  life
              expectancy  of  the  Employee (or  the  joint  lives of  the
              Employee  and  the Employee's  designated beneficiary)  or a
              specific period of ten years or more;

              (b) Any  distribution to  the  extent  the distribution  is
              required  under  Code   401(a)(9)  relating  to the  minimum
              distribution requirements;
(c) The  portion of any distribution that is not includible
              in gross income (determined without  regard to the exclusion
              for   net   unrealized   appreciation  described   in   Code
               402(e)(4)); or

              (d) Any  distribution to a beneficiary who is someone other
              than the spouse of the Participant and/or Employee; or

              (e) Any   other  amounts,   including  certain   corrective
              payments and  deemed distributions,  as specified under  the
              applicable regulations issued under Code  402.

                         (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -4-
1.12     "Employee"  means any  person who is characterized  as a
      common  law employee  of the  Employer under  Arkansas law  and  any
      Self-Employed Individual.

         The  term  Employee  shall  include  any  employee  of a  member
      corporation  of  a  controlled  group  of  corporations  (within the
      meaning of Code  414(b))  or of an affiliated service group  (within
      the  meaning of Code  414(m)) of which the Employer  is a member, or
      of a  member  of an  incorporated or  unincorporated employer  under
      common  control  with  the  Employer  (within  the  meaning of  Code
       414(c)) and  any other entity  required to be  aggregated with  the
      Employer pursuant  to Code  414(o)  and the  regulations thereunder.
      The term Employee shall  also include any leased employee deemed  to
      be an  employee of any employer  described in the previous  sentence
      as provided in Code   414(n) or (o).

         1.13     "Employer"   means   any  Employer   or   Self-Employed
      Individual which  adopts this plan by  the execution of an  Adoption
      Agreement.   Employer shall also  mean any Related  Employer to  the
      Employer,  if  the  name of  the  Related  Employer  is  entered  on
      Paragraph 1.1  of the  Adoption Agreement and  the Related  Employer
      adopts the  Employer's Plan  by  executing  an additional  signature
      page to the Adoption Agreement.

         1.14     "Employer Contribution  Account" means  the Account  to
      which  the  Trustee  shall  credit   Employer  contributions     and
      forfeitures (other  than Elective Deferrals, Matching  Contributions
      and Qualified  Non-elective Contributions), if  any, made  on behalf
      of  such  Participant  and  the  earnings  thereon.    The  Matching
      Contribution Account  shall be  treated as  a part  of the  Employer
      Contribution Account  if Matching Contributions  are subject  to the
      vesting  schedule as  provided in  Paragraph 3.7(c)  of the Adoption
      Agreement.

         1.15     "Employer's  Plan"   means  the  Plan  as   stated  and
      established in  the Adoption  Agreement  of  a particular  Employer.
      Any reference to the Adoption Agreement shall be deemed a  reference
      to Employer's Plan.

         1.16     "Entry Date"  shall mean  the dates  designated in  the
      Adoption  Agreement upon  which an  eligible Employee  may enter the
      Plan.
1.17     "ERISA"  shall  mean  the  Employee  Retirement  Income
      Security Act of 1974, as amended.

         1.18     "Highly Compensated  Employee" shall  mean and  include
      highly  compensated active  employees and  highly compensated former
      employees.    A  highly  compensated  active  employee  includes any
      Employee  who   performs  service  for   the  Employer   during  the
      determination year and who, during the look-back year:

              (a) received  compensation from the  Employer in  excess of
              $75,000 (as adjusted pursuant to Code  415(d));

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -5-
(b) received  compensation from  the Employer in  excess of
              $50,000  (as adjusted pursuant  to Code   415(d)) and  was a
              member of the top-paid group for such year; or

              (c) was   an  officer   of   the   Employer  and   received
              compensation  during  such  year  that  is  greater  than 50
              percent  of the dollar limitation then in  effect under Code
               415(b)(1)(A).

         The  term  Highly  Compensated  Employee  also  includes:    (1)
      Employees who  are both described in  the preceding sentence if  the
      term  "determination year"  is substituted  for the  term "look-back
      year"  and the Employee is one of the 100 employees who received the
      most compensation from the Employer  during the determination  year;
      and  (2) employees who are  5 percent owners  at any time during the
      look-back year or determination year.

         If no officer has satisfied the compensation  requirement of (c)
      above during  either a  determination  year or  look-back year,  the
      highest  paid officer for  such year  shall be  treated as  a Highly
      Compensated Employee.

         For this purpose, the determination year shall be the Plan Year.
      The  look-back year  shall be  the  twelve month  period immediately
      preceding the determination year.

         A highly compensated  former employee includes any  Employee who
      separated from  service (or was deemed  to have separated) prior  to
      the determination year, performs no service  for the Employer during
      the  determination  year,  and  was   a  highly  compensated  active
      employee  for either  the separation year or  any determination year
      ending on or after the Employee's 55th birthday.
If  an Employee  is, during  a determination  year  or look-back
      year,  a family member of either  a 5 percent owner who is an active
      or former employee  or a Highly Compensated  Employee who is  one of
      the 10  most highly  compensated employees  ranked on  the basis  of
      compensation paid by the Employer during such year, then the  family
      member  and  the  5 percent  owner  or  top-ten  highly  compensated
      employee  shall be  aggregated  and shall  be  treated as  a  single
      Employee receiving compensation  and plan contributions  or benefits
      equal to the sum of such compensation and contributions or  benefits
      of  the  family  member  and  5  percent  owner  or  top-ten  highly
      compensated  employee.   For purposes  of this  paragraph, the  term
      family   member   includes  the   spouse,   lineal   ascendants  and
      descendants of  the Employee or former  Employee and the spouses  of
      such lineal ascendants and descendants.

         The  determination  of  who is  a  Highly  Compensated Employee,
      including  the  determinations  of  the   number  and  identity   of
      Employees in the top-paid  group, the top 100 Employees, the  number
      of  Employees  treated  as officers  and  the  compensation  that is
      considered, will  be made in  accordance with Code   414(q) and  the
      regulations thereunder.

         1.19     "Hour of Service" shall mean:

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                                      -6-
(a) Each hour for which an employee is paid, or entitled to
      payment, for  the performance  of duties  for the  Employer.   These
      hours shall be credited  to the employee for the computation  period
      or periods in which the duties are performed; and

              (b) Each hour for which an employee is paid, or entitled to
      payment, by  the Employer  on  account of  a period  of time  during
      which  no  duties  are  performed   (irrespective  of  whether   the
      employment  relationship has  terminated) due to  vacation, holiday,
      illness,   incapacity  (including  disability)  layoff,  jury  duty,
      military duty  or leave  of absence.   No  more  than  501 hours  of
      service  shall be  credited  under  this paragraph  for  any  single
      continuous period  (whether or not  such period occurs  in a  single
      computation  period).     Hours  under   this  paragraph   shall  be
      calculated  and credited  pursuant  to  section  2530.200b-2 of  the
      Department  of Labor  Regulations which  are incorporated  herein by
      this reference; and

              (c) Each  hour   for  which   back  pay,   irrespective  of
      mitigation  of  damages, is  either  awarded  or agreed  to  by  the
      Employer.   The same  hours of service  shall not  be credited  both
      under  paragraph (a) or paragraph (b), as the case may be, and under
      this paragraph (c).   These hours shall  be credited to the employee
      for  the  computation  period or  periods  to  which  the  award  or
      agreement  pertains rather than the computation period  in which the
      award, agreement or payment is made.

              (d) For  all purposes  of this Plan,  all hours  of service
      will be credited with  other members of an affiliated service  group
      (as defined  in Code   414(m)), a controlled  group of  corporations
      (as defined in Code   414(b)), or a group  of trades, or  businesses
      (whether or not  incorporated) under  common control (as defined  in
      Code   414(c))  of which  the Employer  is a  member, and  any other
      entity required to be aggregated with the Employer pursuant to  Code
       414(o) and the regulations thereunder.  Hours of Service will  also
      be credited  for any individual  considered an employee for purposes
      of this Plan under Code  414(n) or Code  414(o)  and the regulations
      thereunder.
(e) Solely for  purposes of determining whether  a One-Year
      Break in Service, as defined in Section 1.24, for participation  and
      vesting  purposes   has  occurred  in   a  computation   period,  an
      individual  who  is  absent from  work  for  maternity  or paternity
      reasons  shall receive  credit  for  hours of  service  which  would
      otherwise  have  been  credited  to  such individual  but  for  such
      absence,  or in any case  in which such  hours cannot be determined,
      eight hours of  service per day  of such absence.   For  purposes of
      this  paragraph, an  absence from  work for  maternity or  paternity
      reasons  means an  absence (1)  by reason  of the  pregnancy of  the
      individual,  (2) by reason of a birth of a  child of the individual,
      (3) by  reason of the  placement of  a child with the  individual in
      connection with  the adoption of such  child by such individual,  or
      (4) for  purposes of caring  for such child  for a  period beginning
      immediately following  such birth or placement. The hours of service
      credited  under  this  paragraph   shall  be  credited  (1)  in  the
      computation period in which  the absence begins if the crediting  is

                       (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -7-
necessary  to prevent a  break in service in that  period, or (2) in
      all other cases, in the following computation period.

         1.20     "Joint  and Survivor Annuity" shall mean an annuity for
      the life of the Participant with a survivor annuity  for the life of
      the  Participant's spouse  which  is  not  less than  one-half,  nor
      greater than,  the amount of  the annuity payable  during the  joint
      lives of  the Participant  and the Participant's  spouse. The  joint
      and  survivor annuity will  be the  amount of  benefit which  can be
      purchased with the Participant's Account Balance.

         1.21     "Leased  Employee"  means  any person  (other  than  an
      employee of the recipient) who pursuant to an agreement between  the
      recipient  and  any   other  person  ("leasing  organization")   has
      performed  services  for the  recipient  (or  for the  recipient and
      related persons determined in accordance with Code   414(n)(6)) on a
      substantially full  time basis  for a period  of at least  one year,
      and such services are of a type historically performed by  employees
      in the business field  of the recipient employer.  Contributions  or
      benefits provided  a leased  employee  by  the leasing  organization
      which  are attributable  to  services  performed  for the  recipient
      employer shall be treated as provided by the recipient employer.

         A leased  employee shall  not be considered  an employee  of the
      recipient  if: (i)  such employee  is covered  by a  money  purchase
      pension plan  providing: (a) a  nonintegrated employer  contribution
      rate of  at least  10 percent of  compensation, as  defined in  Code
       415(c)(3), but including amounts contributed  pursuant to a  salary
      reduction agreement which are excludable  from the employee's  gross
      income under  Code   125,  402(e)(3),  402(h)(1)(B)  or 403(b),  (2)
      immediate  participation, and  (3) full  and immediate  vesting; and
      (b) leased employees do  not constitute more than 20 percent of  the
      recipient's nonhighly compensated workforce.

         1.22     "Maximum Integration Rate" is equal to the lesser of:

              (a) 5.7% if the Integration Level specified in the Adoption
      Agreement is equal to  the Taxable Wage Base (the maximum amount  of
      earnings  considered  wages  under  Code    3121(a)(1)  as  of   the
      beginning of the Plan Year), or
(b) the applicable percentage determined as follows:

                  (1)  If  the Integration Level specified in the Adoption
                       Agreement is less than the greater of:

                       (i) $10,000 or

                       (ii)     20% of the Taxable Wage Base,

                       then 5.7%.

                  (2)  If the  Integration Level specified in the Adoption
                       Agreement is greater than the greater of:

                       (i) $10,000 or

                        (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -8-
(ii)     20% of  the Taxable  Wage  Base, but  less
                                than 80% of the Taxable Wage Base,

                       then 4.3%.

                  (3)  If the Integration  Level specified in the Adoption
                       Agreement is greater than 80%  of the Taxable  Wage
                       Base,  but less  than the  Taxable Wage  Base, then
                       5.4%.

         1.23     "Normal  Retirement Age" shall  mean the  attainment of
      the  age or  length  of  service requirement,  whichever  is  later,
      specified  in  the Adoption  Agreement. If  the Employer  enforces a
      mandatory retirement age,  the Normal  Retirement Age is the  lesser
      of  that  mandatory  age  or  the  age  specified  in  the  Adoption
      Agreement.

         1.24     "One-Year  Break  in  Service" means  a  12-consecutive
      month period (computation period) during  which the Participant  has
      not completed more than five hundred (500) Hours of Service.

         1.25     "Owner  Employee" means  an individual  who  is a  sole
      proprietor, or who  is a partner owning  more than ten percent (10%)
      of either the capital or profits interest of the partnership.

         1.26     "Participant"  means an  Employee who  is not  excluded
      from  participation  pursuant  to  Paragraph  1.2  of  the  Adoption
      Agreement and has  satisfied the Eligibility requirements  specified
      in  Article II of the Adoption Agreement.  An  Employee of a Related
      Employer shall  not be eligible to  become a Participant unless  the
      Related  Employer  is  entered  in Paragraph  1.1  of  the  Adoption
      Agreement and the Related Employer adopts the Employer's Plan.

         1.27     "Plan  Year"  shall  coincide  with  the  twelve   (12)
      consecutive month period as indicated in the Adoption Agreement.

         1.28     "Related Employers" shall  mean any member  corporation
      of a  controlled group of corporations  (within the meaning of  Code
       414(b)) or  of an affiliated service  group (within the meaning  of
      Code  414(m)) of which the  Employer is a member, or of a member  of
      an incorporated  or  unincorporated  employer under  common  control
      with  the Employer  (within the  meaning of  Code  414(c))  and  any
      other entity required to  be aggregated with  the Employer  pursuant
      to Code  414(o) and the regulations thereunder.
1.29     "Self-Employed Individual" means an  individual who has
      Earned Income for  the taxable year from  the trade or  business for
      which the  Plan is established; also,  an individual who would  have
      had  Earned Income but  for the fact that the  trade or business had
      no net profits for the taxable year.

         1.30     "Shared Employee" shall mean  an individual who  during
      the  Plan  Year,  (a) performs  services  as  an  Employee  for  the
      Employer and for one or  more other sharing employers at one or more
      shared business  premises of such employing  persons or one or  more
      common locations,  and (b)  performs services  for  the Employer  at

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                      -9-
such  shared  premises  or  locations  which,  when  aggregated with
      services  performed  by other  Shared  Employees  of  the same  type
      equals or exceeds 1,000 Hours of Service.

         1.31     "Shareholder-Employee" means any employee or officer of
      an electing small business (Subchapter  S) corporation which  adopts
      this Plan who owns  (or is considered  as owning within the  meaning
      of  Code  318(a)(1))  on any  day  during  the taxable  year of  the
      Employer, more  than five percent (5%)  of the outstanding stock  of
      the  Employer.   Hours of  Service for  a Shared  Employee shall  be
      determined  based  on  the  Hours  of  Service  completed  with  the
      Employer and all other employers sharing the Shared Employee.

         1.32     "Sponsor" of this Volume Submitter Defined Contribution
      Plan means FRIDAY, ELDREDGE & CLARK.

         1.33     "Trust Fund" means  a fund established and  held by the
      Trustee to  which contributions  shall  be  deposited, the  earnings
      thereon  shall be  accumulated,  and  from which  plan benefits  and
      other distributions provided by the Plan shall be made.

         1.34     "Trustee"  means  the  person,  people  or  corporation
      holding  legal title  to  the assets  of the  Trust pursuant  to the
      terms of this Agreement and  who is appointed and  designated by the
      Employer in the Adoption Agreement.

         1.35     "Year   of    Service   for   Eligibility"    means   a
      12-consecutive  month period  (computation period)  during which  an
      Employee  has not less than the number of Hours  of Service with the
      Employer  required  pursuant  to  Paragraph   2.4  of  the  Adoption
      Agreement.

         1.36     "Year of  Service for  Vesting" means  a 12-consecutive
      month  period (computation period) during which an  Employee has not
      less than the number of  Hours of Service with the Employer required
      pursuant to Paragraph 5.3 of the Adoption Agreement.
ARTICLE II.  ELIGIBILITY AND PARTICIPATION

         2.1  Eligibility on Re-employment of  a  Former  Participant.   A
      former  Participant  whose  employment  is  terminated  and  who  is
      thereafter rehired  by the Employer  shall be eligible  to become  a
      Participant   immediately  upon   reemployment.    If   an  Employee
      satisfies the age and  service requirements, but is not employed  on
      an  Entry Date, the  Employee will  become a Participant immediately
      upon reemployment.

         2.2  Eligibility  on Re-employment of a Former Employee Only.  In
      the case  of an  Employer who  has elected to  provide 100%  vesting
      after not more  than two (2) Years of Service, if any Employee has a
      One-Year   Break  in  Service  before   satisfying  the  eligibility
      requirements of the Employer's Plan, service before such break  will
      not be  taken into account upon  the reemployment of such  Employee.
      Notwithstanding the foregoing, in  the case of  a former Participant
      who  did  not  have  any  nonforfeitable   right  to  his   Employer

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -10-
Contribution Account,  Years of  Service  for  Eligibility before  a
      period of consecutive One-Year  Breaks in Service will not be  taken
      into  account in  computing Years  of Service  for Eligibility  upon
      reemployment if  the number of  One-Year Breaks in  Service in  such
      period equals or  exceeds the greater of  5 or the aggregate  number
      of  Years of  Service for  Eligibility.   Such aggregate  number  of
      Years  of Service  for Eligibility  will not  include any  Years  of
      Service for Eligibility disregarded under  the preceding sentence by
      reason of prior One-Year Breaks in Service.

         2.3  Eligibility Computation Period.        For    purposes    of
      determining Years of Service for Eligibility and One-Year Breaks  in
      Service  for  purposes  of  eligibility  (initial  participation  or
      re-entry under the  Plan), the eligibility computation period is the
      12-consecutive  month period  beginning  on  the  date the  Employee
      first performs an Hour of Service for the Employer.  The  succeeding
      12-consecutive-month  periods  shall commence  with  the  first Plan
      Year which  commences immediately prior  to the first anniversary of
      the date  the Employee  first performs  an Hour  of Service  for the
      Employer, regardless  of  whether the  Employee  is  entitled to  be
      credited with 1,000 Hours of Service during the initial  eligibility
      computation period.   An Employee who  is credited with 1,000  Hours
      of Service in  both the  initial eligibility computation period  and
      the first Plan Year  which commences immediately prior to the  first
      anniversary  of the  date the  Employee first  performs an  Hour  of
      Service for the Employer will be credited with two  Years of Service
      for Eligibility.

                          ARTICLE III.  CONTRIBUTIONS

         3.1  Timing of Contributions.     A   payment   of  an   Employer
      Contribution  made after  the close  of  an Employer's  taxable year
      shall be  considered to be  on account of  the Employer's  preceding
      taxable year  if either (a) the  Employer designates the payment  in
      writing  to the Plan  Administrator or Trustee  as a  payment of the
      contribution on  account of the  Employer's preceding  taxable year,
      or (b) the Employer claims  such payment as a  deduction on its  tax
      return for  such preceding taxable  year.  Any  such designation  or
      claim by the Employer shall be irrevocable.
3.2  Nondeductible  Employee Contributions.  This Plan  shall not
      accept   Nondeductible   Employee  Contributions   for  Plan   Years
      beginning  after  the Plan  Year  in  which this  plan  document  is
      adopted by  the  Employer.   Employee contributions  for Plan  Years
      beginning  after December 31, 1986, will be so limited so as to meet
      the  nondiscrimination   test  of   Code    401(m).     A   separate
      Nondeductible  Employee Contribution  Account will  be maintained by
      the  Trustee for  the nondeductible  employee contributions  of each
      Participant.  The  Trustee  will  have   the  same  investment   and
      accounting  responsibility with regard to the Nondeductible Employee
      Contribution  Account  as  it  does  with  regard  to  the  Employer
      Contribution  Account.    Participants shall  have  a nonforfeitable
      right  to the  amount in  their Nondeductible  Employee Contribution
      Account.    Subject  to Section  7.1,  relating  to  the  Joint  and
      Survivor Annuity requirements,  if applicable, a Participant  shall,

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -11-
upon written notice  to the Trustee, be  entitled to withdraw at any
      time the lesser of the dollar amount of his aggregate  nondeductible
      employee  contributions or  the current  value attributable  to such
      contributions.   No forfeitures will  occur solely as a  result of a
      Participant's  withdrawal of  nondeductible employee  contributions.
      Any  earnings  and  gains  on  nondeductible employee  contributions
      cannot  be   withdrawn  or  distributed   until  the   Participant's
      termination  of  service,  death,  disability   or  retirement.    A
      Participant who  is vested only in his Employee Contribution Account
      shall also be treated as a vested Participant.

         3.3  Deductible   Employee Contributions.  This  Plan  shall  not
      accept  Deductible  Employee   Contributions  for  a   taxable  year
      beginning  after December  31,  1986.   Contributions made  prior to
      that  date  will  be  maintained  by  the  Trustee  in  a   separate
      Deductible   Employee  Contribution   Account  for   the  deductible
      employee contributions  of each Participant.  The Trustee  will have
      the  same investment  and accounting  responsibility with  regard to
      the Deductible Employee Contribution  Account as it does with regard
      to the  Employer Contribution Account.   No part  of the  Deductible
      Employee  Contribution  Account  may  be   used  to  purchase   life
      insurance.   Participants  shall have a nonforfeitable  right to the
      amount in their Deductible Employee  Contribution Account.   Subject
      to  Section  7.1,  relating  to   the  Joint  and  Survivor  Annuity
      requirements, if applicable, a Participant may by  written notice to
      the  Trustee be entitled  to withdraw at  any time  any part  of the
      Deductible Contribution Account.

         3.4  Elective Deferrals.   This  Section  shall   apply  if  the
      Employer  has elected  to establish  a Cash or  Deferred Arrangement
      ("CODA") pursuant to the Adoption Agreement.

              (a) Election of Elective Deferrals.
(1)  Definition   of  Elective   Deferrals.     Elective
      Deferrals shall mean any Employer contributions made to the Plan  at
      the election of the  Participant, in lieu of cash compensation,  and
      shall include  contributions made  pursuant  to  a salary  reduction
      agreement or other deferral mechanism.  With respect to any  taxable
      year, a Participant's Elective  Deferral is the sum of all  Employer
      contributions  made on  behalf of  such Participant  pursuant to  an
      election to  defer under  any qualified  CODA as  described in  Code
       401(k),  any   simplified   employee  pension   cash  or   deferred
      arrangement  as  described  in  Code   402(h)(l)(B),  any   eligible
      deferred compensation  plan under Code  457,  any plan as  described
      under  Code  501(c)(18), and  any Employer contributions made on the
      behalf of  a Participant  for the  purchase of  an annuity  contract
      under Code  403(b) pursuant to a salary reduction agreement.

                  (2)  Elective  Deferral  Account.    The   Participant's
      accrued benefit derived  from Elective Deferrals  is nonforfeitable.
      A  separate Account for  Elective Deferrals  will be  maintained for

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -12-
each Participant.  The Account will be credited with the  applicable
      contributions and earnings thereon.

                  (3)  Maximum Amount of Elective Deferrals.  A
      Participant's Elective  Deferrals  are  subject to  any  limitations
      imposed in Paragraph 3.6  of the Adoption Agreement and any  further
      limitations under  the Plan.  No  Participant shall be permitted  to
      have  Elective   Deferrals  made  under  this  Plan,  or  any  other
      qualified plan maintained by  the Employer, during any taxable year,
      in excess  of the  dollar limitation  contained in  Code  402(g)  in
      effect at the beginning of such taxable year.

                  (4)  Distribution of  Excess Elective Deferrals.  Excess
      Elective Deferrals  shall mean  those  Elective  Deferrals that  are
      includible in  a Participant's  gross income under  Code  402(g)  to
      the extent  such Participant's Elective Deferrals for a taxable year
      exceed the  dollar  limitation  under  such Code  Section.    Excess
      Elective Deferrals shall  be treated as  annual additions  under the
      Plan.   Excess Elective Deferrals  to be distributed  for a  taxable
      year will be reduced by  Excess Contributions previously distributed
      for the Plan Year  beginning in such taxable year.   Notwithstanding
      any other provision  of the  Plan, Excess  Elective Deferrals,  plus
      any income  and minus  any loss  allocable thereto  pursuant to  the
      Plan,  shall  be  distributed   no  later  than  April  15  to   any
      Participant  to  whose   account  Excess  Elective   Deferrals  were
      assigned  for the  preceding  year  and who  claims Excess  Elective
      Deferrals for such taxable  year.  A Participant  may assign to, and
      claim from,  this Plan any Excess  Elective Deferrals made during  a
      taxable  year of the Participant by notifying the Plan Administrator
      on or before April 15th of the following taxable  year of the amount
      of the  Excess Elective  Deferrals to  be assigned  to, and  claimed
      from, this  Plan.  Excess Elective  Deferrals shall be adjusted  for
      any income or loss up to the date of distribution.

              (b) Special Nondiscrimination Test  for Elective Deferrals.
      The Actual  Deferral Percentage  ("ADP")  for  Participants who  are
      Highly Compensated  Employees for  each Plan  Year and  the ADP  for
      Participants who are  not Highly Compensated Employees  ("Non-highly
      Compensated Employees") for the  same Plan Year must satisfy one  of
      the following tests:
(1)  The   ADP   for   Participants   who   are   Highly
      Compensated Employees  for the Plan  Year shall not  exceed the  ADP
      for Participants  who are Non-highly  Compensated Employees  for the
      same Plan year multiplied by 1.25; or

                  (2)  The   ADP   for   Participants   who   are   Highly
      Compensated Employees for the Plan Year  shall not exceed the ADP of
      Participants who are Non-highly Compensated  Employees for the  same
      Plan Year multiplied by 2.0, provided that the ADP for  Participants
      who are  Highly Compensated Employees  does not exceed  the ADP  for

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -13-
participants who are Non-highly Compensated  Employees by more  than
      two (2) percentage points.

              (c) Rules Applicable to Special Nondiscrimination Test  for
      Elective Deferrals.

                  (1)  The ADP  for each  of the  two specified groups  of
      Participants  for  a Plan  year  means  the average  of  the  ratios
      (calculated separately for each Participant in such group) of:

                       (i) the amount of  Employer contributions actually
                           paid  over  to  the trust  on  behalf  of such
                           Participant for the Plan Year to

                       (ii)     the  Participant's  Compensation for  such
                                Plan Year  (whether  or  not the  Employee
                                was  a  Participant for  the  entire  Plan
                                Year).

      Employer contributions on behalf of any Participant shall include:

                       (i) any Elective  Deferrals made  pursuant to  the
                           Participant's  deferral   election,  including
                           Excess    Elective    Deferrals    of   Highly
                           Compensated Employees, but  excluding Elective
                           Deferrals  that are taken  into account in the
                           Contribution Percentage test (provided the ADP
                           test  is  satisfied  both   with  and  without
                           exclusion of these Elective Deferrals); and

                       (ii)     the   amount  of   Qualified  Non-elective
                                Contributions   and   Qualified   Matching
                                Contributions  under  this  Plan,  or  any
                                other plan maintained  by the  Employer as
                                provided  by regulations  under the  Code,
                                that are needed to meet  the ADP test  set
                                forth in subsection (b) above.
For purposes of computing Actual  Deferrals Percentages, an Employee
      who would  be a Participant  but for  the failure  to make  Elective
      Deferrals  shall be  treated as  a Participant  on whose  behalf  no
      Elective Deferrals are made.  Compensation shall be limited to  that
      amount   received  by   the  Participant   during  the   period  the
      Participant  is eligible  to make  Elective  Deferral Contributions.
      Elective  Deferrals will  be  taken  into account  for  purposes  of
      determining  the  ADP  of a  Participant  only  if  they  relate  to
      Compensation   that  either   would  have   been  received   by  the
      Participant in the  Plan Year (but for the deferral election) or was

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -14-
attributable  to services performed  during the  Plan Year and would
      have been received by the  Participant within 2 1/2 months after the
      close of the Plan Year (but for the deferral election).

                  (2)  The  ADP  for  any  Participant  who  is  a  Highly
      Compensated Employee  for the Plan Year  and who is eligible to have
      Elective  Deferrals  (and  Qualified Non-elective  Contributions  or
      Qualified Matching  Contributions, or both,  if treated  as Elective
      Deferrals  for purposes of  the ADP  test) allocated  to his  or her
      accounts under two or  more arrangements described  in Code  401(k),
      that  are maintained by the Employer, shall be determined as if such
      Elective Deferrals (and, if applicable, such Qualified  Non-elective
      Contributions  or Qualified  Matching  Contributions, or  both) were
      made under a single  arrangement.  If a Highly Compensated  Employee
      participates in two or more cash or deferred arrangements that  have
      different Plan Years, all cash or deferred  arrangements ending with
      or  within  the  same calendar  year shall  be  treated as  a single
      arrangement.

                  (3)  In  the   event  that  this   Plan  satisfies   the
      requirements  of  Code    401(k),  401(a)(4),   or  410(b)  only  if
      aggregated with one  or more other  plans, or if  one or  more other
      plans satisfy the requirements of  such sections of the Code only if
      aggregated with  this Plan, then  this section shall  be applied  by
      determining the ADP of employees as if all such  plans were a single
      plan.  For Plan  Years beginning after December 31, 1989, plans  may
      be  aggregated in order to  satisfy Code  401(k) of the Code only if
      they have the same Plan Year.
(4)  For  purposes   of   determining  the   ADP  of   a
      Participant who is a 5-percent  owner or one of the ten most highly-
      paid  Highly  Compensated  Employees,  the  Elective Deferrals  (and
      Qualified   Non-elective   Contributions   or   Qualified   Matching
      Contributions,  or  both,  if  treated  as  Elective  Deferrals  for
      purposes  of the  ADP  test)  and Compensation  of such  Participant
      shall include the Elective Deferrals  (and, if applicable, Qualified
      Non-elective Contributions and Qualified Matching Contributions,  or
      both)  and Compensation  for the  Plan Year  of Family  Members  (as
      defined in Code  414(q)(6)).   Family Members, with respect to  such
      Highly  Compensated  Employees, shall  be  disregarded  as  separate
      employees in determining the ADP both for Participants who are  Non-
      highly  Compensated Employees  and for  Participants who  are Highly
      Compensated Employees.

                  (5)  For purposes of  determining the ADP test, Elective
      Deferrals,  Qualified   Non-elective  Contributions  and   Qualified
      Matching  Contributions must  be made  before the  last day  of  the
      twelve-month  period immediately  following the  Plan Year  to which
      the contributions  relate and the  allocation of  such contributions
      must not be  contingent on participation or performance of  services
      after the allocation date.

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -15-
(6)  The  Employer shall  maintain records sufficient to
      demonstrate  satisfaction  of  the  ADP  test   and  the  amount  of
      Qualified   Non-elective   Contributions   or   Qualified   Matching
      Contributions, or both, used in such test.

                  (7)  The determination and treatment of the ADP  amounts
      of any Participant shall  satisfy such other requirements as may  be
      prescribed by the Secretary of the Treasury.

              (d) Distribution of Excess Contributions.

                  (1)  Excess Contributions.   Excess Contributions  shall
      mean, with respect to any Plan year, the excess of:

                       (i) The aggregate amount of Employer contributions
                           actually taken  into account in  computing the
                           ADP of  Highly Compensated Employees  for such
                           Plan Year, over

                       (ii)     The maximum  amount of such  contributions
                                permitted by the  ADP test  (determined by
                                reducing contributions  made on behalf  of
                                Highly Compensated  Employees in order  of
                                the  ADPs, beginning  with the  highest of
                                such percentages).
(2)  Time  for  Distribution  of  Excess  Contributions.
      Notwithstanding  any   other   provision   of  this   Plan,   Excess
      Contributions, plus any income and minus any loss allocable  thereto
      pursuant to the  Plan, shall be distributed  no later than  the last
      day of each Plan Year to Participants to whose  Accounts such Excess
      Contributions were allocated for  the preceding Plan Year.  If  such
      excess amounts  are distributed  more than  2 1/2  months after  the
      last day of the Plan Year in which such excess amounts arose, a  ten
      (10) percent excise tax will be imposed on the Employer  maintaining
      the Plan with respect to such amounts.   Such distributions shall be
      made to Highly Compensated Employees on the basis of the  respective
      portions of  the Excess Contributions attributable  to each of  such
      Employees.  Excess Contributions shall  be allocated to Participants
      who  are subject  to the  family member  aggregation rules  of  Code
       414(q)(6) in  the manner  prescribed by  the  regulations.   Excess
      Contributions shall be treated as annual additions under the Plan.

                  (4)  Accounting  for   Excess  Contributions.     Excess
      Contributions  shall be distributed from  the Participant's Elective
      Deferrals Account  and Qualified  Matching Contribution Account  (if
      applicable) in  proportion to the  Participant's Elective  Deferrals
      and Qualified Matching Contributions (to the extent used in the  ADP
      test) for the Plan Year.  Excess Contributions shall be  distributed

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -16-
from  the Participant's  Qualified Non-elective Contribution Account
      only to  the  extent  that  such  Excess  contributions  exceed  the
      balance  in  the   Participant's  Elective   Deferral  Account   and
      Qualified  Matching Contribution  Account.    The  amount of  Excess
      Contributions to be  distributed shall be reduced by Excess Elective
      Deferrals previously distributed for the  taxable year ending in the
      same Plan Year.

         3.5  Matching Contributions.
    This Section shall apply if the Employer has elected to make Matching
      Contributions pursuant to the Adoption Agreement.

              (a) Matching of Elective Deferrals.

                  (1)  Definition  of Matching  Contribution.   A Matching
      Contribution shall  mean an  Employer contribution  made to this  or
      any other  defined contribution plan on  behalf of a Participant  on
      account of the Participant's Elective Deferrals.  In no event  shall
      Matching Contributions  be permitted  under  this  Plan which  match
      Nondeductible Employee Contributions.

                  (2)  Matching  Contribution Account.  A separate Account
      for Matching Contributions will be  maintained for each Participant.
      The Account  will be credited  with the applicable contributions and
      earnings thereon.

                  (3)  Vesting and Forfeitures of Matching  Contributions.
      Matching Contributions shall be vested  in accordance with Paragraph
      3.7(c)  of  the  Adoption  Agreement.     In  any   event,  Matching
      Contributions shall be 100%  vested at Normal  Retirement Age,  upon
      complete or partial termination of the Profit Sharing Plan, or  upon
      the complete discontinuance of  Employer contributions.  Forfeitures
      of    Matching   Contributions,    other   than   Excess   Aggregate
      Contributions, shall be made in accordance with Section 6.4.
(b) Special    Nondiscrimination    Test    for    Matching
      Contributions.   The  Average  Contribution Percentage  ("ACP")  for
      Participants who  are Highly  Compensated  Employees  for each  Plan
      year and  the ACP  for Participants who  are Non-highly  Compensated
      Employees for the  same Plan Year must  satisfy one of the following
      tests:

                  (1)  The   ACP   for   Participants   who   are   Highly
      Compensated Employees  for the Plan  Year shall not  exceed the  ACP
      for Participants  who are Non-highly  Compensated Employees  for the
      same Plan Year multiplied by 1.25; or

                  (2)  The   ACP   for   Participants   who   are   Highly
      Compensated Employees  for the Plan  Year shall not  exceed the  ACP
      for Participants  who are Non-highly  Compensated Employees  for the

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -17-
same  Plan Year  multiplied by  two (2),  provided that the  ACP for
      Participants who  are Highly Compensated  Employees does  not exceed
      the ACP  for Participants who  are Non-highly  Compensated Employees
      by more than two (2) percentage points.

              (c) Rules Applicable to Special  Nondiscrimination Test for
      Matching Contributions.

                  (1)  ACP shall  mean  the average  of the  "Contribution
      Percentages" of  the "Eligible Participants" in  a group.   Eligible
      Participant  shall mean  any Employee  who is  eligible to  make  an
      Elective  Deferral (if  the Employer  takes such  contributions into
      account in  the calculation of  the Contribution  Percentage), or to
      receive   a  Matching  Contribution  (including  forfeitures)  or  a
      Qualified  Matching  Contribution.    Contribution  Percentage shall
      mean the  ratio  (expressed as  a percentage)  of the  Participant's
      "Contribution  Percentage Amounts" to the Participant's Compensation
      for the  Plan Year (whether  or not the  Employee was  a participant
      for the  entire Plan Year).   Contribution Percentage Amounts  shall
      mean  the sum  of the Matching Contributions  and Qualified Matching
      Contributions (to the extent not taken into account for purposes  of
      the ADP test) made under  the Plan on behalf  of the Participant for
      the  Plan  Year  and  shall  also  include   forfeitures  of  Excess
      Aggregate Contributions or  Matching Contributions allocated to  the
      Participant's Account which shall be taken into account in the  Year
      in which such forfeiture is allocated.

                  (2)  The Employer  shall include Qualified  Non-elective
      Contributions in the Contribution Percentage  Amounts to the  extent
      not taken into account for  purposes of the ADP  test.  The Employer
      also  may elect  to  use  Elective  Deferrals  in  the  Contribution
      Percentage  Amounts so  long  as  the  ADP test  is  met before  the
      Elective Deferrals are used in  the ACP test and continues to be met
      following  the exclusion of  those Elective  Deferrals that are used
      to meet the ACP test.
(3)  The Contribution Percentage  of any Participant who
      is  a  Highly Compensated  Employee  and  who is  eligible  to  have
      Contribution Percentage  Amounts allocated  to  his  or her  account
      under two or more  plans described in Code  401(a), or  arrangements
      described  in  Code   401(k) that  are maintained  by  the Employer,
      shall be determined as if the total of such Contribution  Percentage
      Amounts was made under each Plan.   If a Highly Compensated Employee
      participates in two or more cash or deferred arrangements that  have
      different  plan years, all cash or deferred arrangements ending with
      or  within  the  same calendar  year shall  be  treated as  a single
      arrangement.

                  (4)  In  the   event  that  this   Plan  satisfies   the
      requirements  of  Code    401(m),  401(a)(4)   or  410(b)  only   if
      aggregated with one  or more other  plans, or if  one or  more other

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -18-
plans satisfy the  requirements of such sections of the Code only if
      aggregated with  this Plan, then  this section shall  be applied  by
      determining the Contribution Percentage of employees as if all  such
      plans were  a single plan.  For plan years  beginning after December
      31, 1989, plans may  be aggregated in order to satisfy Code   401(m)
      only if they have the same Plan Year.

                  (5)  For  purposes   of  determining  the   Contribution
      percentage of a  Participant who is a  five-percent owner or one  of
      the  ten   most  highly-paid   Highly  Compensated  Employees,   the
      Contribution   Percentage   Amounts   and   Compensation   of   such
      Participant  shall include  the Contribution  Percentage Amounts and
      Compensation for the Plan Year of Family  Members as defined in Code
       414(q)(6)).   Family  Members, with  respect to  Highly Compensated
      Employees,   shall   be  disregarded   as   separate  employees   in
      determining the Contribution  Percentage both  for Participants  who
      are Non-highly  Compensated Employees and  for Participants  who are
      Highly Compensated Employees.

                  (6)  Matching  Contributions and  Qualified Non-elective
      Contributions will be  considered made  for a Plan  Year if made  no
      later than the end of  the twelve-month period beginning  on the day
      after the close of the Plan Year.

                  (7)  The  Employer shall  maintain records sufficient to
      demonstrate  satisfaction  of  the  ACP  test   and  the  amount  of
      Qualified   Non-elective   Contributions   or   Qualified   Matching
      Contributions, or both, used in such test.
(8)  The    determination   and    treatment   of    the
      Contribution Percentage of any Participant  shall satisfy such other
      requirements as may be prescribed by the Secretary of the  Treasury.

              (d) Special Multiple Use  Discrimination Test for  Elective
      Deferral  and  Matching  Contributions.    If  one  or  more  Highly
      Compensated Employees participate in both a CODA and a plan  subject
      to the  ACP test maintained  by the Employer and the  sum of the ADP
      and ACP of those  Highly Compensated Employees subject to either  or
      both tests  exceeds the  "Aggregate Limit",  then the  ACP of  those
      Highly Compensated Employees who also participate in a CODA will  be
      reduced (beginning with such Highly  Compensated Employee whose  ACP
      is  the highest) so  that the limit is not  exceeded.  The amount by
      which  each  Highly Compensated  Employee's Contribution  Percentage
      Amounts  is  reduced   shall  be  treated  as  an  Excess  Aggregate
      Contribution.  The ADP  and ACP of the Highly Compensated  Employees
      are determined  after any corrections required  to meet the ADP  and
      ACP tests.  Multiple use does not occur if  either the ADP or ACP of
      the Highly  compensated Employees does not exceed 1.25 multiplied by
      the  ADP and  ACP  of the  Non-highly  Compensated Employees.    The
      Aggregate Limit shall mean the sum of:

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -19-
(1)  125 percent of the  greater of the ADP of the  Non-
      highly Compensated Employees  for the Plan Year  or the ACP  of Non-
      highly  Compensated Employees under the Plan subject to Code  401(m)
      for  the Plan Year  beginning with or  within the  Plan Year  of the
      CODA and

                  (2)  the lesser of 200%  or two plus the lesser of  such
      ADP or ACP.

      The word  "lesser" is substituted  for "greater" in  (1) above,  and
      "greater" is  substituted for "lesser" after  "two plus the" in  (2)
      if it would result in a larger Aggregate Limit.

              (e) Distribution of Excess Aggregate Contributions.

                  (1)  Excess Aggregate  Contributions.  Excess  Aggregate
      Contributions shall mean, with respect to any Plan Year, the  excess
      of:

                       (i) The aggregate Contribution  Percentage Amounts
      taken  into account  in computing the numerator  of the Contribution
      percentage actually made on behalf  of Highly Compensated  Employees
      for such Plan Year, over

                       (ii)     The   maximum   Contribution    Percentage
      Amounts  permitted   by  the  ACP   test  (determined   by  reducing
      contributions made  on behalf  of  Highly  Compensated Employees  in
      order of their Compensation Percentages  beginning with the  highest
      of such percentages).  Such determination shall be made after  first
      determining Excess Elective Deferrals pursuant  to Section 3.4(a)(4)
      and  then  determining  Excess  Contributions  pursuant  to  Section
      3.4(d).
(2)  Time   for   Distribution   of   Excess   Aggregate
      Contributions.   Notwithstanding any other  provision of  this Plan,
      Excess Aggregate Contributions, plus  any income and  minus any loss
      allocable thereto  pursuant  to the  Plan,  shall  be forfeited,  if
      forfeitable, or  if not forfeitable, distributed  no later than  the
      last  day of each  Plan Year  to Participants to  whose Account such
      Excess Aggregate  Contributions  were  allocated for  the  preceding
      Plan Year.   Excess Aggregate  Contributions shall  be allocated  to
      Participants who are subject to the family  member aggregation rules
      of  Code  414(q)(6) in the manner prescribed by the regulations.  If
      such Excess  Aggregate Contributions are distributed more than 2 1/2
      months  after the  last day  of the Plan  Year in which  such excess
      amounts arose, a ten (10) percent excise tax will  be imposed on the
      Employer  maintaining  the  Plan  with  respect  to  those  amounts.
      Excess  Aggregate  Contributions  shall  be  treated  as  an  annual
      additions under the Plan.

                  (3)  Forfeitures   of  Excess  Aggregate  Contributions.
      Forfeitures  of   Excess  Aggregate  Contributions   may  either  be
      reallocated to the Accounts of  Non-highly Compensated Employees  or
      applied  to  reduce  Employer  contributions,   as  elected  by  the
      Employer in Paragraph 3.7(d) of the Adoption Agreement.

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -20-
(4)  Accounting   for  Excess  Aggregate  Contributions.
      Excess  Aggregate Contributions  shall be forfeited,  if forfeitable
      or distributed on  a pro-rata basis from the Participant's  Matching
      Contribution  Account  and Qualified  Matching Contribution  Account
      (and,  if  applicable,   the  Participant's  Qualified  Non-elective
      Contribution Account or Elective Deferral Account, or both).

         3.6  Qualified  Non-elective Contributions.   This  Section shall
      apply if  the Employer  has elected  to make Qualified  Non-elective
      Contributions pursuant to the  Adoption Agreement.   In addition, in
      lieu  of distributing  Excess Contributions  as provided  in Section
      3.4(d),  or Excess  Aggregate Contributions  as provided  in Section
      3.5(e),  and to the extent  elected by the  Employer in the Adoption
      Agreement,   the   Employer    may   make   Qualified   Non-elective
      Contributions on  behalf of  Non-highly  Compensated Employees  that
      are sufficient  to satisfy  either  the  Actual Deferral  Percentage
      test or the Average Contribution Percentage test, or both,  pursuant
      to regulations under the Code.

              (a) Definition  of  Qualified  Non-elective  Contributions.
      Qualified  Non-elective   Contributions  shall  mean   contributions
      (other than  Matching or qualified  Matching Contributions)  made by
      the  Employer  and  allocated  to  Participants'  Accounts  that the
      Participants  may not  elect to  receive  in cash  until distributed
      from  the Plan;  that are  nonforfeitable when  made; and  that  are
      distributable only  in accordance with  the distribution  provisions
      that  are applicable  to Elective  Deferrals and  Qualified Matching
      Contributions.

              (b) Qualified  Non-elective  Contribution   Account.    The
      Participant's  accrued benefit  derived from  Qualified Non-elective
      Contributions is nonforfeitable.  A  separate Account for  Qualified
      Non-elective  Contributions  and  Qualified  Matching  Contributions
      will  be maintained  for  each Participant.    The Account  will  be
      credited with the applicable contributions and earnings thereon.
3.7  Qualified  Matching Contributions.  This Section shall apply
      if   the  Employer   has   elected   to   make  Qualified   Matching
      Contributions pursuant to  the Adoption Agreement.  In addition,  in
      lieu  of distributing  Excess Contributions  as provided  in Section
      3.4(d),  or Excess  Aggregate Contributions  as provided  in Section
      3.5(e), and to the  extent elected by the  Employer in the  Adoption
      Agreement, the  Employer may  make Qualified  Matching Contributions
      on behalf  of Non-highly Compensated  Employees that  are sufficient
      to  satisfy  either  the  Actual  Deferral Percentage  test  or  the
      Average  Contribution   Percentage  test,   or  both,  pursuant   to
      regulations under the Code.

              (a) Definition   of   Qualified   Matching   Contributions.
      Qualified Matching Contributions  shall mean  Matching Contributions
      which are nonforfeitable when made;  and that are distributable only
      in accordance with the distribution  provisions that are  applicable
      to Elective Deferrals.

              (b) Qualified   Matching   Contribution   Account.      The
      Participant's  accrued  benefit   derived  from  Qualified  Matching

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -21-
Contributions  is nonforfeitable.   Qualified Matching Contributions
      shall  be held  in the  same separate  Account maintained  for  each
      Participant  for Qualified Non-elective Contributions.   The Account
      will be  credited with  the  applicable  contributions and  earnings
      thereon.

         3.8  Distribution Restrictions  on Elective Deferrals,  Qualified
      Non-elective Contributions, and Qualified Matching Contributions.

              (a) Distribution   Restrictions.      Elective   Deferrals,
      Qualified   Non-elective  Contributions,   and  Qualified   Matching
      Contributions, and  income allocable to  each are  not distributable
      to a  Participant or  his or  her beneficiary  or beneficiaries,  in
      accordance with such  Participant's or beneficiary or  beneficiaries
      election, earlier than upon termination  from employment, death,  or
      disability.   Such amounts may also  be distributed, subject to  the
      spousal  and  Participant   consent  requirements   (if  applicable)
      contained in Code   401(a)(11) and 417, upon:

                  (1)  Termination of the  Plan without  the establishment
      of another defined contribution plan.

                  (2)  The  disposition by  a corporation to  an unrelated
      corporation of substantially all of  the assets (within  the meaning
      of Code  409(d)(2)) used in a trade  or business of such corporation
      if  such corporation  continues  to  maintain this  plan  after  the
      disposition,  but  only  with  respect  to  employees  who  continue
      employment with the corporation acquiring such assets.

                  (3)  The  disposition by  a corporation to  an unrelated
      entity  of such  corporation's interest in a  subsidiary (within the
      meaning  of  Code   409(d)(3))  if  such  corporation  continues  to
      maintain this Plan, but only with respect to employees who  continue
      employment with such subsidiary.

                  (4)  If  elected  in  Paragraph  3.10  of  the  Adoption
      Agreement,  the attainment  of age 59 1/2  in the case  of a Profit-
      Sharing plan.
(5)  If  elected  in  Paragraph  3.10  of  the  Adoption
      Agreement, the  hardship  of  the Participant  as described  in  (b)
      below.

              (b) Hardship.  In  the event of Hardship  on the part of  a
      Participant, the  Participant may  submit in  writing the facts  and
      circumstances describing the hardship to  a Hardship Committee which
      shall be appointed by the Plan Administrator.   For purposes of this
      Paragraph, a  distribution will  be on  account of  hardship if  the
      distribution  is necessary in light of immediate and heavy financial
      needs  of  the  Participant,  where  such  Participant  lacks  other
      available resources.  The Hardship  Committee shall review the claim
      and  determine   if  such  claim   meets  the   following  objective
      standards:

                  (1)  The   following  are   the  only   financial  needs
      considered  immediate  and  heavy:    deductible  medical   expenses

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -22-
(within  the  meaning  of  Code   213(d))  of  the Participant,  the
      Participant's   spouse,  children,   or  dependents;   the  purchase
      (excluding  mortgage payments)  of  a  principal  residence for  the
      employee; payment  of tuition for  the next quarter  or semester  of
      post-secondary  education  for  the  Participant,  the Participant's
      spouse, children or dependents; or the need to prevent the  eviction
      of the Participant from,  or a foreclosure  on the mortgage of,  the
      Participant's principal residence.

                  (2)  A  distribution will be considered  as necessary to
      satisfy  an immediate and  heavy financial  need of  the Participant
      only if:

                        (i)     The    Participant   has    obtained   all
                                distributions,    other   than    hardship
                                distributions,  and  all nontaxable  loans
                                under   all  plans   maintained   by   the
                                Employer;

                            (ii)    All plans maintained  by the Employer
                                    provide   that    the   Participant's
                                    Elective Deferrals (and Nondeductible
                                    Employee   Contributions)   will   be
                                    suspended for twelve months after the
                                    receipt      of      the     hardship
                                    distributions;

                           (iii)    The distribution is not  in excess of
                                    the amount of an immediate and  heavy
                                    financial need; and

                           (iv)     All plans maintained  by the Employer
                                    provide that the  Participant may not
                                    make  Elective   Deferrals  for   the
                                    Participant's       taxable      year
                                    immediately  following   the  taxable
                                    year of the  hardship distribution in
                                    excess of the  applicable limit under
                                    Code   402(g) for  such taxable  year
                                    less the amount of such Participant's
                                    Elective  Deferrals  for  the taxable
                                    year of the hardship distribution.
ARTICLE IV.  RETIREMENT BENEFITS

         4.1  Retirement Benefits.   A  Participant shall  be 100%  vested
      upon attaining  Normal Retirement Age in  the value of his  Employer
      Contribution  Account plus  the total  balance of  the Participant's
      other  Accounts, if any,  valued on the  last day  of the  last Plan
      Year   for  which   the   Participant   shall   share  in   Employer
      contributions  (as  provided  in  Paragraph   4.2  of  the  Adoption
      Agreement).

         4.2  Deferred Retirement.    Employees  who  defer  their  actual
      retirement past the attainment of Normal  Retirement Age shall  have

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -23-
their benefits held until  their actual Retirement  Date (subject to
      an earlier  commencement required  by Section  7.2)  and they  shall
      share  in  Employer  contributions  and  forfeitures,  if  any, with
      respect to service past the attainment of Normal Retirement Age.

                          ARTICLE V.  DEATH BENEFITS

         5.1  Death Benefit Prior to Receiving Retirement Benefits.  If  a
      Participant dies  before  receiving  any  Retirement  Benefits,  his
      participation in the allocation of  the Employer's contribution  and
      of  forfeitures will  end  as  of  the last  day  of  the Plan  Year
      designated in  Paragraph 4.2 of the  Adoption Agreement.  The  Death
      Benefit shall  be 100%,  regardless  of  the deceased  Participant's
      number of  Years  of  Service for  Vesting,  of  the  value  of  the
      deceased  Participant's Employer Contribution Account plus the total
      balance of  the Participant's other Accounts,  if any, valued as  of
      the  Valuation   Date  on  or  immediately  preceding  the  date  of
      distribution to  the Participant's Beneficiary,  plus the  amount of
      the  proceeds from  insurance  coverage  on  the Participant's  life
      received by the Trustee, if any, and less any partial  distributions
      made on or after such Valuation Date.

         5.2  Death Benefit After Normal Retirement Date.         If     a
      Participant  dies  after  commencement of  Retirement  Benefits, his
      death  benefit  shall be  equal  to  the remaining  balance  of  his
      Employer  Contribution  Account  plus  the   total  balance  of  the
      Participant's   other  Accounts,   if  any,   which  has   not  been
      distributed to him prior  to his death,  valued as of the  Valuation
      Date on  or immediately preceding  the date of  distribution to  the
      Participant's Beneficiary,  plus the  amount  of  the proceeds  from
      insurance  coverage  on  the  Participant's  life  received  by  the
      Trustee,  if any,  and less  any partial  distributions made  on  or
      after such Valuation Date.
5.3  Payment of Death Benefits.      On   the   death   of   the
      Participant, the Death Benefits  shall be paid  to the Participant's
      Surviving Spouse (as defined in Section  7.1).  Notwithstanding  the
      foregoing,  if there  is no  Surviving Spouse,  or, if  a  Surviving
      Spouse has made a  Qualified Election (as defined in Section 7.1) to
      waive  a  Qualified  Preretirement  Survivor  Annuity,  or,  if  the
      Surviving  Spouse  has  consented  in   a  manner  conforming  to  a
      Qualified Election and  this is a Profit  Sharing Plan which is  not
      required  to offer  a Qualified  Preretirement Survivor  Annuity (as
      provided in Section  7.1), then the  Death Benefit shall be  paid to
      the  Participant's  Designated  Beneficiary.    If  a  payment would
      otherwise be made  to a Designated  Beneficiary, but  the Designated
      Beneficiary  failed to  survive the  Participant, any  Death Benefit
      shall be  payable to the executors  or administrators of the  estate
      of the deceased Participant.

         5.4  Proof of Death.   The  Plan Administrator  may  require such
      proper  proof of death and such evidence of the  right of any person
      to receive  payment of the death  benefit as the Plan  Administrator
      may deem desirable.

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -24-
ARTICLE VI.  TERMINATION OF SERVICE

         6.1  Benefits Upon Termination of Service.    If a  Participant's
      employment ends for any  reason other than his Death, Disability  or
      prior to attainment  of Normal Retirement  Age, his participation in
      the  allocation of  the Employer's  contribution and  of forfeitures
      will  end  as  of the  last  day  of  the Plan  Year  designated  in
      Paragraph 4.1 of the Adoption Agreement.  The Participant's  benefit
      will be  a percentage of  the balance of  his Employer  Contribution
      Account plus the total  balance of the Participant's other Accounts,
      if  any, valued as of the Valuation Date on or immediately preceding
      the date of distribution, less any partial distributions made on  or
      after  such  Valuation  Date.    That  portion  of  a  Participant's
      Employer  Contribution  Account  to  which  he  is not  entitled  on
      termination  of  service  shall  be  forfeited  and  reallocated  as
      provided in Section  6.4 below. The percentage  of the balance of  a
      Participant's  Employer Contribution  Account to  which he  shall be
      entitled shall  be determined  by reference to the  Vesting Schedule
      set forth  in Paragraph  5.1, or  if the Plan  is a  Top Heavy  Plan
      Paragraph 5.2, of the Adoption Agreement.

         6.2  Termination of Service Due to Disability.          If    the
      employment  of  any  Participant  shall  be  terminated  because  of
      Disability, his  participation in the  allocation of  the Employer's
      contribution  and of forfeitures will  end as of the last day of the
      Plan Year  designated in  Paragraph 4.2 of  the Adoption  Agreement.
      The Participant  shall become 100%  vested, regardless of his number
      of  Years  of  Service for  Vesting, in  the  value of  his Employer
      Contribution  Account plus  the total  balance of  the Participant's
      other  Accounts, if  any, valued  as  of  the Valuation  Date on  or
      immediately  preceding the  date of  distribution, less  any partial
      distributions  made on  or  after such  Valuation Date.   Disability
      shall mean inability to engage  in any substantial  gainful activity
      by  reason  of  any  medically   determinable  physical  or   mental
      impairment  that can be expected to result in death  or which can be
      expected  to last for  a continuous period  of not  less than twelve
      (12)  months.    Disability  shall  be  determined  by  a  physician
      selected by the Plan Administrator mutually  acceptable to the  Plan
      Administrator and the Plan Participant.

         6.3  Distribution  of  Participant  Benefits  on  Termination  of
      Service.  Except  as  otherwise  provided  herein,  any  Account  to
      which  a  Participant  is  entitled  because  of  his termination of
      service shall  commence as provided in Paragraph 6.1 of the Adoption
      Agreement.
6.4  Forfeitures  Upon  Distribution to  Less  than  100%  Vested
      Terminated  Participants.   If  a Participant  terminates employment
      when the Participant is less than one hundred percent (100%)  vested
      in the  Participant's Employer  Contribution Account,  the nonvested
      portion shall be forfeited as follows:

              (a) If  the  Participant  receives  a  distribution of  the
      entire  vested portion  of the  Participant's Employer  Contribution
      Account and  the  balance  of  the Participant's  Accounts  are  not
      greater than  $3,500, or  if more  than $3,500  and the  Participant

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -25-
voluntarily and in writing  elects to receive the distribution, then
      the entire nonvested portion shall  be treated as a  forfeiture.  If
      a Participant terminates without being vested in any portion of  his
      Accounts he is deemed  to receive an immediate distribution of  zero
      dollars  and  therefore  an  immediate   forfeiture  of  the  entire
      Employer Contribution Account balance shall occur.

              (b) If  the balance  of the Participant's  Accounts exceeds
      $3,500 and the Participant elects to have distributed less than  the
      entire vested  portion of  the  Employer  Contribution Account,  the
      part  of the nonvested portion  that will be treated as a forfeiture
      is  the  total  nonvested portion  multiplied  by  a  fraction,  the
      numerator  of which  is  the amount  of  the distribution  from  the
      Employer Contribution Account  and the  denominator of which is  the
      total value of the vested Employer Contribution Account balance.   A
      separate   account  will   be  established  for   the  Participant's
      remaining Employer  Contribution Account balance as  of the time  of
      the  distribution  and  at  any   relevant  time  the  Participant's
      nonforfeitable portion of the  separate account will be equal to  an
      amount ("X")  determined by the  formula: X=P(AB+(RxD))-(RxD).   For
      purposes  of   applying  the  formula:   P  is   the  nonforfeitable
      percentage at the relevant  time, AB is the special account  balance
      at the relevant time, D is  the amount of the distribution, and R is
      the ratio  of the special  account balance  at the relevant  time to
      the account balance after the distribution.

              (c) If a  Participant receives a  distribution pursuant  to
      (a) or  (b) above and  resumes employment covered  under this  Plan,
      the Employee's former Employer Contribution  Account balance will be
      restored to  the amount on the  date of distribution, unadjusted  by
      subsequent gains or losses  of the Plan, if  the Employee repays  to
      the Plan  the full amount  of the distribution  attributable to  the
      Employer Contribution  Account before the  earlier of  5 years after
      the first date of which the Participant  is subsequently re-employed
      by the  Employer, or the date  the Participant incurs 5  consecutive
      One-Year Breaks  in Service following  the date of the distribution.
      If  a  Participant is  deemed  to  receive a  distribution  of  zero
      dollars  pursuant  to  (a)  above,   and  the  Participant   resumes
      employment covered under  this Plan before the date the  Participant
      incurs  5   consecutive  One-Year  Breaks   in  Service,   upon  the
      reemployment of such  Participant, the Employer Contribution Account
      balance of  the Participant will  be restored to  the amount  on the
      date of such deemed distribution, unadjusted by  subsequent gains or
      losses of the Plan.
(d) The  nonvested  portion of  a  terminated Participant's
      Employer  Contribution Account  which is  not forfeited  pursuant to
      (a) or (b)  above, if  any, shall  be treated  as a forfeiture  when
      such Participant  incurs five  (5)  consecutive  One-Year Breaks  in
      Service.

              (e) A  restoration  of  a   Employer  Contribution  Account
      balance shall come first from current forfeitures and secondly  from
      Employer contributions.   In  the event current forfeitures  are not
      sufficient  to  restore  the  Employer  Contribution  Account  of an
      reemployed   Participant,   then   the   Employer   will  contribute

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -26-
sufficient  amounts  to  fully   restore  the  previously  forfeited
      Account Balance.  The restoration  shall occur no later than the end
      of the Plan  Year following  the Plan  Year in  which the  repayment
      occurs.

              (f) A  terminating   Participant's  Employer   Contribution
      Account shall  be valued as  of the last  Valuation Date  coinciding
      with or immediately preceding the date of distribution.

              (g) Forfeitures shall  be reallocated  pursuant to  Section
      6.5.

              (h) For  purposes  of  this  Section  6.4,  the computation
      period  for One Year  Breaks in Service  shall be  the Plan  Year as
      defined in the Adoption Agreement.

              (i) For purposes  of determining whether  the Participant's
      Accounts  exceed  $3,500,  all  Accounts  (including   Nondeductible
      Employee Contribution Accounts) shall be  taken into account  except
      for  an Account  for  accumulated deductible  employee contributions
      within  the  meaning  of  Code   72(o)(5)(B)  made  for  Plan  Years
      beginning prior to January 1, 1989.
6.5  Accounting for Forfeitures.      Amounts   treated   as    a
      forfeiture under Section 6.4 will first be used to restore  previous
      forfeitures of rehired Participants pursuant to the rules set  forth
      in Section  6.4(e).   Except  for forfeitures  from a  Participant's
      Matching Contribution  Account, the amounts  treated as  forfeitures
      under  Section 6.4 which  are in  excess of the  amount necessary to
      restore accrued benefits shall, for a Profit Sharing Plan, be  added
      to  the Employer's  contribution  for the  Plan  Year in  which  the
      forfeiture occurs  and  allocated  in the  same manner  as  Employer
      contributions,  or,  for a  Pension  Plan,  be used  to  reduce  the
      Employer's  contribution  for  Plan  Year  in  which  the forfeiture
      occurs.  The amounts treated as forfeitures under Section 6.4  which
      are  from a  Participant's Matching  Contribution Account  and which
      are in  excess of the amount  necessary to restore accrued  benefits
      shall  be used  as set  forth in  Paragraph 3.7(e)  of the  Adoption
      Agreement.    Forfeitures  arising  hereunder  will,  for  a  Profit
      Sharing Plan, be allocated  only for the benefit of the Employees of
      the Employer who adopted this Plan, or, for a  Pension Plan, only be
      used to  reduce the contribution  of the Employer  who adopted  this
      Plan.

        ARTICLE VII.  DISTRIBUTION OF BENEFITS AND CLAIMS FOR BENEFITS

         7.1  Joint and Survivor Annuity Requirements.        Except    as
      provided  with respect to certain Profit Sharing Plans and Voluntary
      Deductible Contribution Accounts in  Section 7.1(e), the  provisions
      of this Section 7.1  shall apply to any  Participant who is credited
      with  at least  one Hour  of Service with  the Employer on  or after
      August 23, 1984, and such other Participants as provided in  Section
      7.1(f).

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -27-
(a) Qualified  Joint  and  Survivor  Annuity.    Unless  an
      optional form  of  benefit  is  selected  pursuant  to  a  Qualified
      Election  within  the  90-day period  ending  on  the  date  benefit
      payments  would  commence,  a married  Participant's  Vested Account
      Balance  will be paid in the form of a  Qualified Joint and Survivor
      Annuity and an unmarried Participant's  vested Account Balance  will
      be paid in the  form of a  life annuity.  The Participant  may elect
      to have  such annuity  distributed upon attainment  of the  earliest
      retirement age under the Plan.

              (b) Qualified Preretirement  Survivor Annuity.   Unless  an
      optional  form of  benefit has  been  selected within  the  Election
      Period  pursuant  to a  Qualified Election,  if  a Participant  dies
      before  the Annuity  Starting  Date  then  the Participant's  Vested
      Account Balance shall be  applied toward the purchase of an  annuity
      for the  life of the Surviving  Spouse, unless the Surviving  Spouse
      elects an  optional form of distribution  as set forth in  Paragraph
      6.2 of the Adoption  Agreement.  The  Surviving Spouse may elect  to
      have such annuity distributed  within a reasonable  period after the
      Participant's death.

              (c) Definitions.    For   purposes  of  Section   7.1,  the
      following definitions shall apply:

                  (1)  Annuity Starting Date.  The first day  of the first
      period for which an amount is paid as an annuity or any other form.
(2)  Election Period.   The period which  begins on  the
      first day  of the  Plan Year  in which  the Participant attains  age
      thirty-five (35)  and ends on the  date of the Participant's  death.
      If a Participant separates  from service prior to  the first day  of
      the  Plan Year  in  which age  thirty-five  (35) is  attained,  with
      respect  to the  Account Balance as  of the date  of separation, the
      Election  Period  shall  begin  on  the  date  of  separation.     A
      Participant  who will  not yet attain  age 35 as  of the end  of any
      current Plan  Year may make  a special qualified  election to  waive
      the   Qualified  Preretirement  Survivor   Annuity  for  the  period
      beginning  on the date of such election and ending  on the first day
      of the Plan Year in which the Participant  will attain age 35.  Such
      election  shall  not be  valid  unless  the Participant  receives  a
      written explanation of  the Qualified Preretirement Survivor Annuity
      in such  terms as are comparable  to the explanation required  under
      Section 7.1(d).  Qualified  Preretirement Survivor Annuity  coverage
      will  be automatically  reinstated as of  the first day  of the Plan
      Year in which the Participant attains age 35.  Any new waiver on  or
      after  such date shall be  subject to the  full requirements of this
      Section 7.1.

                  (3)  Earliest Retirement Age.    The  earliest  date  on
      which,  under  the  Plan,  the Participant  could  elect  to receive
      retirement benefits.

                  (4)  Qualified Election.   A waiver of a Qualified Joint
      and Survivor Annuity or a  Qualified Preretirement Survivor Annuity.
      Any  waiver of a Qualified Joint and Survivor Annuity or a Qualified
      Preretirement Survivor Annuity shall not be effective unless:

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -28-
(i) the Participant's  Spouse consents  in writing
                           to the election;

                       (ii)     the   election   designates   a   specific
                                beneficiary,   including   any  class   of
                                beneficiaries     or    any     contingent
                                beneficiaries,  which may  not be  changed
                                without  spousal consent  (or  the  Spouse
                                expressly   permits  designations  by  the
                                Participant  without  any further  spousal
                                consent);

                       (iii)    the   Spouse's  consent  acknowledges  the
                                effect of the election; and

                       (iv)     the  Spouse's  consent is  witnessed by  a
                                plan representative or notary public.

         Additionally,  a Participant's waiver of the Qualified Joint and
      Survivor  Annuity  shall  not  be   effective  unless  the  election
      designates  a form  of  benefit payment  which  may not  be  changed
      without   spousal  consent   (or   the   Spouse  expressly   permits
      designations   by  the  Participant   without  any  further  spousal
      consent).   If it  is  established  to the  satisfaction of  a  plan
      representative that there is no Spouse or  that the Spouse cannot be
      located, a waiver will be deemed a Qualified Election.

         Any  consent by  a  Spouse  obtained  under this  provision  (or
      establishment that  the consent  of a  Spouse may  not be  obtained)
      shall be  effective only  with respect  to such  Spouse.   A consent
      that   permits   designations  by   the   Participant   without  any
      requirement of further  consent by such Spouse must acknowledge that
      the  Spouse   has  the  right  to   limit  consent  to  a   specific
      beneficiary, and a specific  form of benefit  where applicable,  and
      that the Spouse voluntarily  elects to relinquish either or both  of
      such rights.   A  revocation of  a  prior waiver  may be  made by  a
      Participant without  the consent of a Spouse at any  time before the
      commencement of  benefits.  The number  of revocations shall not  be
      limited.   No consent obtained under  this provision shall be  valid
      unless  the Participant  has received notice as  provided in Section
      7.1(d) below.
(5)  Qualified Joint and Survivor Annuity.            An
      immediate annuity  for the life of  the Participant with a  survivor
      annuity for  the life  of the  Participant's Spouse  which is  fifty
      percent (50%) of the amount  of the annuity which  is payable during
      the joint lives of the Participant and the Participant's Spouse  and
      which  is the  amount of  benefit which  can be  purchased  with the
      Participant's Vested Account Balance.

                  (6)  Spouse (Surviving Spouse):       The    Spouse   or
      Surviving  Spouse of the Participant, provided that  a former Spouse
      will  be treated as  the Spouse  or Surviving  Spouse and  a current
      Spouse will not be treated  as the Spouse or Surviving Spouse to the
      extent  provided  under  a  Qualified  Domestic  Relations  Order as
      described in Code  414(p).

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -29-
(7)  Vested  Account Balance.   The  aggregate value  of
      the Participant's vested Account Balances  derived from Employer and
      employee contributions (including rollovers), whether vested  before
      or  upon death,  including the  proceeds of insurance  contracts, if
      any, on the Participant's life.  The provisions of this Section  7.1
      shall apply to a  Participant who is vested in amounts  attributable
      to Employer contributions, employee contributions  (or both) at  the
      time of death or distribution.

              (d) Notice Requirements.

                  (1)  Qualified Joint and Survivor Annuity.   In the case
      of  a Qualified  Joint and Survivor Annuity,  the Plan Administrator
      shall no less  than 30 days and  no more  than 90 days prior  to the
      Annuity   Starting  Date   provide   each   Participant  a   written
      explanation of:

                       (i) the terms and conditions of a  Qualified Joint
                           and Survivor Annuity;

                       (ii)     the Participant's  right to  make and  the
                                effect   of  an   election  to  waive  the
                                Qualified Joint and Survivor Annuity  form
                                of benefit;

                       (iii)    the rights of a Participant's Spouse; and

                       (iv)     the right  to make, and  the effect  of, a
                                revocation  of  a  previous  election   to
                                waive  the Qualified  Joint  and  Survivor
                                Annuity.
(2)  Qualified Preretirement Survivor Annuity.   In the
      case  of  a  Qualified  Preretirement  Survivor  Annuity,  the  Plan
      Administrator shall provide  each Participant within the  applicable
      period for  such Participant a  written explanation of the Qualified
      Preretirement Survivor Annuity in  such terms and in such manner  as
      would be  comparable to  the explanation  provided  for meeting  the
      requirements of  Section 7.1(d)(1) applicable  to a  Qualified Joint
      and Survivor  Annuity.  The applicable  period for a Participant  is
      whichever of the following periods ends last:

                       (i) the period beginning with the first day of the
                           Plan Year in which the Participant attains age
                           32 and ending with the close of  the Plan Year
                           preceding   the   Plan  Year   in   which  the
                           Participant attains age 35;

                       (ii)     a  reasonable  period  ending  after   the
                                individual becomes a Participant;

                       (iii)    a reasonable  period ending after  Section
                                7.1(d)(3) below  ceases  to  apply to  the
                                Participant;

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -30-
(iv)     a  reasonable  period  ending  after  this
                                Section   7.1   first   applies   to   the
                                Participant.
      Notwithstanding the  foregoing, notice  must  be  provided within  a
      reasonable period ending  after separation from  service in the case
      of a Participant  who separates  from service  before attaining  age
      35.

         For purposes of  applying the preceding paragraph,  a reasonable
      period ending after the  enumerated events described  in (ii), (iii)
      and (iv) is the end of the two-year period  beginning one year prior
      to the date  the applicable event occurs,  and ending one year after
      that  date.  In the case of a Participant who separates from service
      before the Plan Year in  which age 35 is  attained, notice shall  be
      provided  within the  two-year period  beginning  one year  prior to
      separation  and  ending  one year  after  separation.    If  such  a
      Participant thereafter returns to employment  with the Employer, the
      applicable period for such Participant shall be redetermined.

                  (3)  Fully Subsidized Benefit.     Notwithstanding   the
      other requirements  of this Section  7.1(d), the  respective notices
      prescribed  by this section  need not be given to  a Participant  if
      (1) the plan  "fully subsidizes" the costs  of a qualified joint and
      survivor annuity or  qualified preretirement  survivor annuity,  and
      (2) the plan does not allow the  Participant to waive the  qualified
      joint  and  survivor annuity  or  qualified  preretirement  survivor
      annuity and  does not  allow a  married Participant  to designate  a
      nonspouse  beneficiary.  For  purposes of  this Section 7.1(d)(3), a
      plan fully  subsidizes the  costs  of a  benefit if  no increase  in
      cost, or  decrease in benefits  to the Participant  may result  from
      the Participant's failure to elect another benefit.
(e) Cash-Outs.   The  Plan Administrator  shall direct  the
      Trustee to immediately  distribute the Participant's  Vested Account
      Balance without  the consent of  the Participant and  the Spouse  of
      the Participant  if  the value  does  not  exceed  $3,500.   If  the
      Participant's  Vested  Account  Balance  exceeds  $3,500  or  if the
      payment of  a  Qualified Joint  and  Survivor  Annuity or  Qualified
      Preretirement Survivor  Annuity has commenced the Plan Administrator
      may direct the Trustee to  immediately distribute the  Participant's
      Vested Account  Balance if  the Participant  and the  Spouse of  the
      Participant  (or  where  the  Participant  has  died  the  Surviving
      Spouse) consent in writing to the distribution.

              (f) Safe Harbor Rules.

                  (1)  This Section  7.1(f) shall apply  to a  Participant
      in a Profit Sharing Plan,  and to any distribution, made on or after
      the first day  of the first Plan  Year beginning after December  31,
      1988,  from  or  under  a separate  Account  attributable  solely to
      accumulated  deductible employee  contributions, as defined  in Code
       72(o)(5)(B), and maintained on  behalf of a Participant in a  Money
      Purchase  Pension Plan,  (including a  Target Benefit  Plan) if  the
      following conditions are satisfied:

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -31-
(i) the  Participant  does  not  or  cannot  elect
                           payments in the form of a life annuity, and

                       (ii)     on   the  death   of  a  Participant,  the
                                Participant's  Vested Account Balance will
                                be  paid to  the  Participant's  Surviving
                                Spouse,  but  if  there  is  no  Surviving
                                Spouse, or  if  the  Surviving Spouse  has
                                consented  in  a manner  conforming  to  a
                                qualified    election,    then   to    the
                                Participant's designated beneficiary.

      The Surviving  Spouse may elect to  have distribution of the  vested
      Account Balance  commence within  the  90-day  period following  the
      date  of the  Participant's death.   The  Account Balance  shall  be
      adjusted  for gains  or  losses  occurring  after the  Participant's
      death in  accordance with the provisions  of the plan governing  the
      adjustment  of Account  Balances for  other types  of distributions.
      This  Section  7.1(f) shall  not  be  operative with  respect  to  a
      Participant  in a Profit  Sharing Plan if  the plan  is a  direct or
      indirect transferee of a defined benefit plan, money purchase  plan,
      a  target benefit plan, stock bonus, or profit sharing plan which is
      subject to  the survivor annuity  requirements of  Code   401(a)(11)
      and 417.  If this  Section 7.1(f) is operative,  then the provisions
      of   this  Section  7.1,  other  than  this   subsection,  shall  be
      inoperative.  Notwithstanding the foregoing,  if a separate  Account
      is provided  for such  transferee benefits  and the  balance of  the
      Participant's  Accounts would  otherwise  meet the  requirements  of
      this subsection,  the provisions  of Section  7.1,  other than  this
      subsection, shall  be operative  only with respect  to the  separate
      Account for the transferee benefit.

                  (2)  The  Participant   may  waive  the  spousal   death
      benefit described in this  Section 7.1(f) at any time provided  that
      no  such  waiver   shall  be  effective  unless  it  satisfies   the
      conditions of  7.1(c)(4) relating  to  a  Qualified Election  (other
      than the  notification requirement referred  to therein)  that would
      apply  to the  Participant's waiver  of the  qualified preretirement
      survivor annuity.
(3)  For  purposes  of   this  Section   7.1(f),  Vested
      Account Balance shall mean, in the case of  a money purchase pension
      plan or a target  benefit plan, the  Participant's separate  Account
      Balance  attributable  solely  to  accumulated  deductible  employee
      contributions within the meaning of Code  72(o)(5)(B).  In the  case
      of a  Profit Sharing  Plan, Vested  Account Balance  shall have  the
      same meaning as provided in Section 7.1(c)(7).

              (g) Transitional Rules.

                  (1)  Any living  Participant not  receiving benefits  on
      August  23,  1984,  who would  otherwise  not  receive  the benefits
      prescribed by  the previous paragraphs of  this Section 7.1 must  be
      given the opportunity to elect to have such prior sections apply  if
      such  Participant is  credited with  at least  one hour  of  service
      under this Plan or a  predecessor plan in a  Plan Year beginning  on

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -32-
or  after January  1,  1976, and  such Participant  had at  least 10
      years of vesting service when he or she separated from service.

                  (2)  Any  living Participant  not receiving  benefits on
      August 23, 1984, who was credited with at least  one hour of service
      under this  Plan  or a  predecessor plan  on or  after September  2,
      1974,  and who is not  otherwise credited with any service in a Plan
      Year  beginning on  or after  January  1,  1976, must  be given  the
      opportunity to  have his  or her  benefits paid  in accordance  with
      Section 7.1(g)(4).

                  (3)  The   respective   opportunities   to   elect   (as
      described  in (1)  and (2)  above  of this  Section 7.1(g))  must be
      afforded  to   the  appropriate  Participants   during  the   period
      commencing  on August  23, 1984,  and ending  on the  date  benefits
      would otherwise commence to said Participants.

                  (4)  Any Participant  who  has elected  pursuant to  (2)
      above of this Section 7.1(g) and  any Participant who does not elect
      under  (1)   above  of  this  Section   7.1(g)  or  who  meets   the
      requirements of  (1) except that such  Participant does not have  at
      least  ten (10)  years of vesting  service when he  or she separates
      from  service,  shall  have  his  or  her  benefits  distributed  in
      accordance with all of the  following requirements if benefits would
      have been payable in the form of a life annuity:
(i) Automatic joint and survivor annuity.       If
                           benefits  in the form of a life annuity become
                           payable to a married Participant who begins to
                           receive payments under  the Plan  on or  after
                           normal  retirement  age; or dies  on  or after
                           normal retirement age while still working  for
                           the Employer; or begins to receive payments on
                           or after the  qualified early retirement  age;
                           or  separates   from  services  on   or  after
                           attaining  normal   retirement  age   (or  the
                           qualified  early  retirement  age)  and  after
                           satisfying  the  eligibility  requirements for
                           the payment  of  benefits under  the Plan  and
                           thereafter  dies before  beginning to  receive
                           such benefits;  then  such  benefits  will  be
                           received  under this  Plan in  the  form of  a
                           Qualified Joint  and Survivor  Annuity, unless
                           the Participant  has elected  otherwise during
                           the Election Period.  The Election Period must
                           begin  at  least  six  (6)  months before  the
                           Participant attains Qualified Early Retirement
                           Age and  end not  more than  ninety (90)  days
                           before commencement of benefits.  Any election
                           hereunder  will  be  in  writing  and  may  be
                           changed by the Participant at any time.

                       (ii)     Election of early survivor annuity.      A
                                Participant    who   is   employed   after
                                attaining  the Qualified  Early Retirement
                                Age  will  be  given  the  opportunity  to

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -33-
elect,  during  the  election  period,  to
                                have a survivor  annuity payable on death.
                                If  the Participant  elects  the  survivor
                                annuity, payments under such annuity  must
                                not be less than the payments which  would
                                have  been made  to  the spouse  under the
                                Qualified  Joint and  Survivor Annuity  if
                                the Participant  had  retired  on the  day
                                before  his  or her  death.   Any election
                                under  this provision  will be  in writing
                                and may  be changed by  the Participant at
                                any time.   The election period begins  on
                                the later of (a) the  90th day before  the
                                Participant  attains  the Qualified  Early
                                Retirement Age, or (b)  the date on  which
                                participation  begins,  and  ends  on  the
                                date     the    Participant     terminates
                                employment.

                       (iii)    For  purposes   of  this  Section   7.1(g)
                                Qualified  Early  Retirement  Age  is  the
                                latest  of  the earliest  date, under  the
                                Plan, on which  the Participant  may elect
                                to receive retirement benefits, the  first
                                day  of the  120th month  beginning before
                                the  Participant reaches Normal Retirement
                                Age,  or the date  the Participant  begins
                                participation.  Also, Qualified Joint  and
                                Survivor Annuity  is  an  annuity for  the
                                life of  the Participant  with a  survivor
                                annuity  for  the life  of  the  spouse as
                                described in Section 7.1(c)(5).
7.2  Distribution Requirements.

              (a) General Rules.   Subject  to Section  7.1, relating  to
      Joint and  Survivor Annuity Requirements,  the requirements  of this
      Section 7.2  shall  apply to  any  distribution  of a  Participant's
      Account  Balance and  will  take  precedence  over any  inconsistent
      provisions  of   this  plan.     Unless  otherwise   specified,  the
      provisions of this  article apply to  calendar years beginning after
      December 31,  1984.  All  distributions required  under this Section
      7.2 shall  be determined and  made in accordance  with the  proposed
      regulations   under   Code    401(a)(9),   including   the   minimum
      distribution  incidental benefit  requirement of   1.401(a)(9)-2  of
      the proposed regulations.

              (b) Limits  on Distribution  Periods.    As  of  the  first
      distribution calendar  year, distributions, shall  be made  over one
      of the  periods set forth in Paragraph 6.2 of the Adoption Agreement
      subject to the limitations of this Section 7.2.

              (c) Determination  of Amount to  be Distributed  each Year.
      If the Participant's Account  Balance is to be distributed in  other
      than  a single sum,  the following  minimum distribution rules shall
      apply on or after the required beginning date:

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -34-
(1)  Individual Account.

                       (i) If a  Participant's Account  Balance is to  be
                           distributed over  (1) a  period not  extending
                           beyond the life expectancy of the  Participant
                           or the joint life and last survivor expectancy
                           of  the  Participant   and  the  Participant's
                           designated  beneficiary or  (2)  a period  not
                           extending  beyond the  life expectancy  of the
                           designated beneficiary, the amount required to
                           be   distributed  for   each  calendar   year,
                           beginning  with  distributions for  the  first
                           distribution  calendar  year,  must  at  least
                           equal the  quotient obtained  by dividing  the
                           Participant's benefit  by the  applicable life
                           expectancy.

                       (ii)     For   calendar   years  beginning   before
                                January  1,  1989,  if  the  Participant's
                                spouse is not the designated  beneficiary,
                                the method  of distribution selected  must
                                assure that  at least  50% of  the present
                                value   for  the   amount  available   for
                                distribution  is  paid  within  the   life
                                expectancy of the Participant.
(iii)    For   calendar   years   beginning   after
                                December   31,  1988,  the  amount  to  be
                                distributed   each  year,  beginning  with
                                distributions  for the  first distribution
                                calendar  year shall not be  less than the
                                quotient    obtained   by   dividing   the
                                Participant's  benefit by  the  lesser  of
                                (1)  the applicable life expectancy or (2)
                                if the  Participant's  spouse  is not  the
                                designated  beneficiary,  the   applicable
                                divisor  determined  from  the  table  set
                                forth  in Q&A-4  of  1.401(a)(9)-2  of the
                                proposed   regulations.      Distributions
                                after  the death  of the Participant shall
                                be distributed  using the applicable  life
                                expectancy in  Section 7.2(c)(1) above  as
                                the  relevant divisor  without  regard  to
                                Proposed Regulations  1.401(a)(9)-2.

                       (iv)     The minimum distribution required for  the
                                Participant's first distribution  calendar
                                year  must  be   made  on  or  before  the
                                Participant's   required  beginning  date.
                                The   minimum   distribution   for   other
                                calendar   years,  including  the  minimum
                                distribution    for    the    distribution
                                calendar  year  in  which  the  employee's
                                required  beginning date  occurs, must  be
                                made on  or  before  December 31  of  that
                                distribution calendar year.

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -35-
(2)  Annuity.      If  the   Participant's  benefit   is
      distributed in  the form of an  annuity purchased from an  insurance
      company, distributions thereunder shall be  made in accordance  with
      the  requirements of  Code  401(a)(9)  and the  proposed regulations
      thereunder.

              (d)   Commencement of Benefits to Participant.  If the value
      of a  Participant's vested Account Balance  exceeds (or at the  time
      of any  prior distribution exceeded) $3,500, and the Account Balance
      is immediately distributable, the Participant  and the Participant's
      spouse  (or where either the Participant or the spouse has died, the
      survivor) must consent to any distribution of such Account  Balance.
      The  consent of  the Participant and the  Participant's spouse shall
      be  obtained in  writing  within the  90-day  period ending  on  the
      Annuity Starting Date.    The Annuity Starting Date is the first day
      of the first  period for which an  amount is paid  as an  annuity or
      any  other   form.    The  Plan   Administrator  shall  notify   the
      Participant and the Participant's  spouse of the right to defer  any
      distribution until  the Participant's Account  Balance is  no longer
      immediately  distributable.    Such  notification  shall  include  a
      general description of the material features, and an explanation  of
      the  relative values,  of, the  optional forms of  benefit available
      pursuant to  Paragraph 6.2  of the  Adoption Agreement  in a  manner
      that would satisfy the notice  requirements of Code   417(a)(3), and
      shall  be provided  no less  than 30 days  and no more  than 90 days
      prior to the Annuity Starting Date.
Notwithstanding the foregoing, only the Participant need consent
      to  the commencement of  a distribution  in the form  of a qualified
      joint and survivor annuity while the Account Balance is  immediately
      distributable.  (Furthermore, if payment in the form of a  Qualified
      Joint  and Survivor  Annuity is  not required  with respect  to  the
      Participant  pursuant  to  Section  7.1   of  the  plan,   only  the
      Participant  need consent to the distribution of  an Account Balance
      that  is immediately  distributable.)   Neither the  consent of  the
      Participant nor  the Participant's  spouse shall be required  to the
      extent  that a distribution  is required  to satisfy Code  401(a)(9)
      or   415.   In addition,  upon termination of this plan  if the plan
      does  not offer  an  annuity  option (purchased  from  a  commercial
      provider),  the  Participant's  Account  Balance  may,  without  the
      Participant's  consent,  be   distributed  to  the   Participant  or
      transferred to  another defined  contribution  plan  (other than  an
      Employee  Stock  Ownership  Plan  as  defined  in  Code  4975(e)(7))
      within the  same controlled group.   However, if  any entity  within
      the same  controlled group as the Employer maintains another defined
      contribution  plan (other than  an Employee  Stock Ownership Plan as
      defined in Code  4975(e)(7)) then  the Participant's Account Balance
      will  be transferred,  without  the  Participant's  consent, to  the
      other  plan if  the Participant  does not  consent to  an  immediate
      distribution.

         An  Account Balance is immediately  distributable if any part of
      the  Account Balance  could be  distributed to  the Participant  (or
      Surviving  Spouse) before  the  Participant  attains  or would  have
      attained  if not deceased) the later of Normal Retirement Age or age
      62.

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -36-
For purposes of  determining the applicability of  the foregoing
      consent requirements to distributions made before  the first day  of
      the  first  Plan  Year  beginning  after  December  31,  1988,   the
      Participant's  vested  Account  Balance  shall not  include  amounts
      attributable  to   accumulated  deductible  employee   contributions
      within the meaning of Code  72(o)(5)(B).

         Unless otherwise selected by the Participant in writing, payment
      of benefits  must begin  no later  than sixty  (60)  days after  the
      close of  the Plan  Year (a) in  which the  Participant attains  the
      earlier of age 65 or  Normal Retirement Age or  (b) in which  occurs
      the tenth  (10th) anniversary of his  participation in the Plan,  or
      (c)  in  which  the  Participant terminates  his  service  with  the
      Employer,  whichever  occurs the  latest.    If the  amount  of  the
      payment required to commence  on the date determined under the  Plan
      cannot be  ascertained by such date,  a payment retroactive to  such
      date may be made no  later than sixty (60)  days after the  earliest
      date on which the  amount of such  payment can be ascertained  under
      the  Plan.   If the Participant elects  to defer the  payment of his
      benefit after his termination  of service, the election shall be  in
      writing, signed by  the Participant, and shall describe the  benefit
      and  the date on  which the payment of  such benefit shall commence.
      Notwithstanding the foregoing,  the failure of a Participant and the
      Participant's spouse  to consent to  a distribution  while a benefit
      is immediately  distributable shall be deemed  to be an election  to
      defer commencement of  payment of any benefit sufficient to  satisfy
      this paragraph.

         Notwithstanding  the  foregoing  to  the  contrary,  the  entire
      interest  of  a Participant  must  be  distributed or  begin  to  be
      distributed no  later  than  the  Participant's  Required  Beginning
      Date.
(e) Death Distribution Provisions.

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

                  (2)  Distribution  Beginning   After  Death.    If   the
      Participant dies before distribution of his or  her interest begins,
      distribution   of  the   Participant's  entire  interest   shall  be
      completed by December 31  of the calendar year containing the  fifth
      anniversary of the Participant's death except to the extent that  an
      election is made to receive distributions in accordance with (i)  or
      (ii) below:

                       (i) if any  portion of the  Participant's interest
                           is  payable   to  a   designated  beneficiary,
                           distributions  may be  made over  the  life or
                           over a  period  certain not  greater than  the
                           life expectancy of  the designated beneficiary
                           commencing  on or  before  December 31  of the

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                                     -37-
calendar   year   immediately   following  the
                           calendar year in which the Participant died;

                       (ii)     if  the  designated  beneficiary  is   the
                                Participant's  Surviving Spouse,  the date
                                distributions  are required  to  begin  in
                                accordance  with  (a) above  shall not  be
                                earlier than the later  of 1) December  31
                                of  the   calendar  year   in  which   the
                                Participant  died  and 2)  December 31  of
                                the   calendar    year   in   which    the
                                Participant  would have  attained  age  70
                                1/2.

         If the  Participant has  not made an  election pursuant  to this
      Section  7.2(e)(2)   by  the  time   of  his  or   her  death,   the
      Participant's  designated  beneficiary  must  elect  the  method  of
      distribution no  later than  the earlier  of 1)  December 31 of  the
      calendar year  in which  distributions  would be  required to  begin
      under this  section, or 2)  December 31 of  the calendar  year which
      contains  the  fifth  anniversary  of  the  date  of  death  of  the
      Participant.   If the  Participant has no designated beneficiary, or
      if  the  designated   beneficiary  does   not  elect  a  method   of
      distribution,  distribution  of the  Participant's  entire  interest
      must be  completed by December  31 of the  calendar year  containing
      the fifth anniversary of the Participant's death.

                  (3)  Deemed Participant.   If the Surviving Spouse  dies
      after the Participant,  but before payments  to such  spouse begins,
      the  provisions of  Section 7.2(e)(2),  with the  exception of  (ii)
      therein,  shall be  applied  as if  the  Surviving Spouse  were  the
      Participant.
(4)  Distribution   to  Child.   For  purposes  of  this
      Section 7.2(e), any amount paid  to a child of  the Participant will
      be treated as  if it had  been paid  to the Surviving Spouse  if the
      amount becomes  payable  to  the  Surviving Spouse  when  the  child
      reaches the age of majority.

                  (5)  Date  Distribution Begins.    For the  purposes  of
      this  Section 7.2(e),  distribution of  a Participant's  interest is
      considered  to begin  on the  Participant's required  beginning date
      (or,  if   Section  7.2(e)(3)   above   is   applicable,  the   date
      distribution is required  to begin the Surviving Spouse pursuant  to
      Section 7.2(e)(2) above.   If distribution in the form of an annuity
      irrevocably  commences   to  the  Participant  before  the  Required
      Beginning Date, the date distribution is considered to begin is  the
      date distribution actually commences.

              (f) Definitions.    For   purposes  of  Section   7.2,  the
      following definitions shall apply:

                  (1)  Account  Balance.    The  aggregate  value  of  the
      Participant's Account  Balances derived from  Employer and  employee
      contributions  (including  rollovers),  including  the  proceeds  of
      insurance contracts, if any,  on the Participant's life.  The  value

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -38-
of the Account  Balance shall be determined as of the last valuation
      date  in the  calendar year  immediately preceding  the distribution
      calendar year (valuation  calendar year) increased by the amount  of
      any contributions  or forfeitures allocated  to the  Account Balance
      as of dates in the valuation calendar year after the valuation  date
      and decreased by distributions made  in the valuation  calendar year
      after  the  valuation  date.     If  any  portion  of  the   minimum
      distribution for  the first  distribution calendar year  is made  in
      the second  distribution  calendar year  on or  before the  required
      beginning date, the amount  of the minimum distribution made in  the
      second distribution  calendar year  shall be  treated as  if it  had
      been made in the immediately preceding distribution calendar year.

                  (2)  Applicable  Life Expectancy.   The  life expectancy
      (or  joint  and  last  survivor  expectancy)  calculated  using  the
      attained age of the  Participant (or designated  beneficiary) as  of
      the  Participant's  (or designated  beneficiary's)  birthday  in the
      applicable  calendar  year  reduced by  one for  each  calendar year
      which  has  elapsed  since   the  date  life  expectancy  was  first
      calculated.    If  life  expectancy   is  being  recalculated,   the
      applicable  life expectancy  shall  be  the life  expectancy  as  so
      recalculated.    The applicable  calendar year  shall  be the  first
      distribution  calendar  year,  and  if   life  expectancy  is  being
      recalculated such succeeding calendar year.

                  (3)  Designated  Beneficiary.    The  individual  who is
      designated as  the  beneficiary under  the plan  in accordance  with
       401(a)(9) and the proposed regulations thereunder.

                  (4)  Distribution  Calendar Year.   A calendar  year for
      which  a  minimum  distribution  is  required.    For  distributions
      beginning before  the  Participant's death,  the first  distribution
      calendar  year  is  the  calendar  year  immediately  preceding  the
      calendar  year which  contains the  Participant's required beginning
      date.   For distributions beginning  after the  Participant's death,
      the first distribution calendar  year is the calendar year in  which
      distributions are required to begin in this Section 7.2(e).
(5)  Life Expectancy.    Life expectancy  and joint  and
      last survivor expectancy are computed by use of the expected  return
      multiples  in  Tables  V  and  VI  of   1.72-9  of  the  income  tax
      regulations.    Unless  otherwise  elected  by  the  Participant (or
      spouse,  in   the  case  of   distributions  described   in  Section
      7.2(e)(2)(ii)  above) by  the  time  distributions  are required  to
      begin,  life expectancies  shall  be  recalculated  annually.   Such
      election shall be irrevocable as to the Participant (or spouse)  and
      shall  apply to  all subsequent  years.   The  life expectancy  of a
      nonspouse beneficiary may not be recalculated.

                  (6)  Required Beginning Date.

                       (i) General rules.  The Required Beginning Date of
                           a Participant is the first day of April of the
                           calendar year  following the calendar  year in
                           which the Participant attains age 70 1/2.

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -39-
(ii)     Transitional    rules.      The   Required
                                Beginning  Date   of  a  Participant   who
                                attains  age  70  1/2  before  January  1,
                                1988, shall be determined below:

                           1)   Non-5-percent   owners.     The   Required
                                Beginning  Date  of a  Participant who  is
                                not a 5-percent owner is  the first day of
                                April of  the calendar year following  the
                                calendar   year  in  which  the  later  of
                                retirement or  attainment  of  age 70  1/2
                                occurs.

                           2)   5-percent owners.  The required  beginning
                                date of a Participant  who is a  5-percent
                                owner  during  any  year  beginning  after
                                December  31, 1979,  is the  first  day of
                                April  following  the  later  of  a)   the
                                calendar  year in  which  the  Participant
                                attains age 70 1/2, or  b) the earlier  of
                                the  calendar year  with or  within  which
                                ends   the   Plan   Year  in   which   the
                                Participant becomes a 5-percent owner,  or
                                the   calendar    year   in   which    the
                                Participant retires.

                           The Required  Beginning Date of  a Participant
                           who is not  a 5-percent owner who  attains age
                           70 1/2  during 1988 and who has not retired as
                           of January 1, 1989, is April 1, 1990.
(iii)    5-percent   owner.     A  Participant   is
                                treated as a 5-percent owner for  purposes
                                of this section  if such Participant  is a
                                5-percent   owner  as   defined  in   Code
                                416(i)  (determined   in  accordance  with
                                Code   416 but  without regard  to whether
                                the plan is top-heavy) at  any time during
                                the Plan  Year ending  with or within  the
                                calendar  year in which such owner attains
                                age 66 1/2 or any subsequent Plan Year.

                       (iv)     Once  distributions  have  begun to  a  5-
                                percent  owner under  this  Section,  they
                                must continue  to be distributed, even  if
                                the  Participant ceases  to be a 5-percent
                                owner in a subsequent year.

              (g) Transitional Rule.

                  (1)  Notwithstanding  the  other  requirements  of  this
      Section and subject to the requirements of Section 7.1, relating  to
      Joint and Survivor Annuity Requirements,  distribution on behalf  of
      any  employee,   including  a  5-percent   owner,  may  be  made  in
      accordance  with all  of the  following requirements  (regardless of
      when such distribution commences):

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -40-
(i) The distribution  by the  trust  is one  which
                           would not  have disqualified such  trust under
                            401(a)(9) of  the Internal Revenue Code as in
                           effect  prior  to  amendment  by  the  Deficit
                           Reduction Act of 1984.

                       (ii)     The  distribution is  in accordance with a
                                method of  distribution designated by  the
                                employee whose  interest in  the trust  is
                                being  distributed or,  if the employee is
                                deceased,   by  a   beneficiary  of   such
                                employee.

                       (iii)    Such  designation  was  in  writing,   was
                                signed    by   the    employee   or    the
                                beneficiary, and  was made before  January
                                1, 1984.

                       (iv)     The  employee had  accrued a benefit under
                                the plan as of December 31, 1983.

                       (v) The method of  distribution designated by  the
                           employee or the beneficiary specifies the time
                           at  which  distribution   will  commence,  the
                           period over which distributions  will be made,
                           and in the  case of any distribution  upon the
                           employee's  death,  the beneficiaries  of  the
                           employee listed in order of priority.

                  (2)  A distribution  upon death will  not be  covered by
      this  transitional rule  unless the  information in  the designation
      contains the  required information described  above with  respect to
      the distributions to be made upon the death of the Employee.
(3)  For   any  distribution   which  commences   before
      January  1,  1984,  but  continues  after  December  31,  1983,  the
      employee, or  the beneficiary,  to whom  such distribution  is being
      made,   will  be  presumed   to  have   designated  the   method  of
      distribution  under which  the distribution  is  being made  if  the
      method  of   distribution  was   specified   in   writing  and   the
      distribution satisfies the requirements in subsections 7.2(g)(1).

                  (4)  If   a  designation   is  revoked   any  subsequent
      distribution must  satisfy the requirements  of Code   401(a)(9) and
      the proposed  regulations thereunder.   If a designation  is revoked
      subsequent to  the date  distributions  are required  to begin,  the
      trust must distribute by the end of  the calendar year following the
      calendar year  in which the revocation  occurs the total amount  not
      yet  distributed  which  would  have  been  required  to  have  been
      distributed to satisfy Code  401(a)(9)  and the proposed regulations
      thereunder, but for  the TEFRA   242(b)(2) election.   For  calendar
      years  beginning after  December 31,  1988, such  distributions must
      meet the  minimum distributions  incidental benefit requirements  in
       1.401(a)(9)-2 of  the  proposed regulations.   Any  changes in  the
      designation   will  be  considered   to  be   a  revocation  of  the
      designation.  However, the mere substitution  or addition of another

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -41-
beneficiary   (one  not   named  in   the  designation)   under  the
      designation, so  long  as such  substitution  or  addition does  not
      alter the period over which distributions are  to be made under  the
      designation, directly  or indirectly (for  example, by  altering the
      relevant  measuring life).    In the  case  in which  an  amount  is
      transferred or  rolled over from one plan to another plan, the rules
      in Q&A J-2 and Q&A J-3 shall apply.

         7.3  Early Distribution to Participants.  Generally,          any
      distribution to a Participant  prior to age  fifty-nine and one-half
      (59-1/2),  except in case of  death or disability, will result in an
      additional income tax  equal to ten  percent (10%) of the  amount of
      the distribution  which is  includible in  his income  and which  is
      attributable to  Employer contributions.   However, such  additional
      income tax  shall generally not apply  to any distribution made  (1)
      after a Participant  separates from service as  part of a series  of
      substantially equal periodic payments made  not less frequently than
      annually and for the  life or life expectancy  of the Participant or
      joint  lives  or  life  expectancies  of  the  Participant  and  his
      designated Beneficiary,  (2) to  a  Participant  who separates  from
      service  after  attainment  of  age  55,  (3)  to  the  extent  such
      distributions  do not exceed the amount allowable to the Participant
      as a deduction  under Code  213 for  amounts paid during the taxable
      year  for medical care, or  (4) to an  alternate payee pursuant to a
      Qualified Domestic Relations Order as described in Section 16.7.

         7.4  Filing Claims.   Claims  for  benefits under  the Employer's
      Plan shall  be filed on  forms supplied by  the Plan  Administrator.
      Written   notice of  the disposition  of a claim  shall be furnished
      the claimant within thirty (30) days after the application  therefor
      is filed.  In the event the  claim is denied, the reasons the denial
      shall be specifically  set forth in writing, pertinent provisions of
      the Plan  shall be cited and,  where appropriate, an explanation  as
      to how the claimant can perfect the claim will be provided.
7.5  Appeal Procedure.     Any  Employee,  former  Employee,   or
      beneficiary  of either,  who  has been  denied  a benefit  shall  be
      entitled, upon  request  to the  Plan  Administrator  to appeal  the
      denial of his claim.   If the claimant wishes further  consideration
      of his position, he  may obtain a  form from the Plan  Administrator
      on  which to request a hearing.  Such form,  together with a written
      statement of the claimant's  position, shall be filed with the  Plan
      Administrator no  later than ninety (90)  days after receipt of  the
      written  notification of  disallowance provided  for in  Section 7.4
      above. The appeal  shall be heard by  an ad hoc Retirement Committee
      comprised of three (3)  members appointed by the Plan Administrator.
      The Retirement Committee  shall schedule an  opportunity for  a full
      and fair  hearing of the  issue within  the next  thirty (30)  days.
      Its  decision  following such  hearing shall  be made  within thirty
      (30) days and shall be communicated in writing to the claimant.

         7.6  Distribution for Minor Beneficiary.  In    the    event    a
      distribution  is to be made to a minor,  then the Plan Administrator
      may in its discretion  make such distribution to the legal  guardian
      or,  if  none,  to  a parent  of  such  beneficiary  with  whom  the
      beneficiary maintains  his residence.  Such  a payment to the  legal

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -42-
guardian or parent of a minor beneficiary shall fully discharge  the
      Trustee,  the  Employer, and  the  Plan  from  further liability  or
      account thereof.

         7.7  Lost Beneficiary.  In  the event a  benefit is payable under
      the  Plan to  a Participant  or beneficiary  thereof who  cannot  be
      located,  the Plan  Administrator may  either have  the  Trustee set
      aside the  amount of such benefit  in a separate  Account or declare
      that such  benefit  is forfeited.   In  the  event  such benefit  is
      forfeited, such  benefit will be  reinstated if a  claim is made  by
      the Participant or beneficiary thereof.
7.8  Tax Withholding.     Unless  the  individual   affirmatively
      elects otherwise, the Plan Administrator  (or its designatee) shall,
      as to distributions made prior to January 1, 1993, withhold  federal
      income taxes from Plan  distributions.  An individual may elect  not
      to have  taxes withheld  from a distribution  that is made  prior to
      January 1, 1993 or as  to distributions made on  or after January 1,
      1993 that  does not  qualify as  an Eligible  Rollover Distribution.
      With respect to distributions made on or after  January 1, 1993 that
      qualify  as   an  Eligible  Rollover   Distribution  and   meet  the
      requirements  of Code  402,  unless a Distributee properly elects to
      have  the amount  transferred  directly  to  an Eligible  Retirement
      Plan,   the   Plan   Administrator   (or   his   designatee)   shall
      automatically withhold  federal income taxes  from the  amount at  a
      rate of twenty  (20) percent.   Within a reasonable  period of  time
      prior to making the distribution,  the Administrative Committee  (or
      its  designatee)  shall  provide  the  individual  with  information
      regarding  income tax  withholding, forms  to withhold  income taxes
      (or  to   elect  not  to  have   income  taxes  withheld  from   the
      distribution as  to distributions made prior  to January 1, 1993  or
      as to  distributions that  do not  qualify as  an Eligible  Rollover
      Distribution), information with respect to  distributions made on or
      after  January  1,  1993  concerning  what  constitutes  an Eligible
      Rollover Distribution and  the manner in which the automatic  twenty
      percent  (20%)  withholding  tax  can  be  avoided,  and  any  other
      information that is  required to be  given to an  individual by  the
      Plan Administrator to comply with Code  402(f).

                   ARTICLE VIII.  LIMITATION ON ALLOCATIONS

         8.1  Sole Plan of Employer.

              (a) If the  Participant does  not participate  in, and  has
      never  participated in another  qualified plan  or a welfare benefit
      fund, as defined in Code  419(e), maintained  by the Employer, or an
      individual   medical  account,   as  defined   in  Code   415(l)(2),
      maintained  by the  Employer, which  provides an Annual  Addition as
      defined in  Section 8.5, the amount of Annual Additions which may be
      credited to the Participant's Accounts  for any Limitation Year will
      not  exceed the  lesser of  the Maximum  Permissible Amount  or  any
      other  limitation  contained   in  this  plan.    If  the   Employer
      contribution  that would  otherwise be  contributed or  allocated to
      the Participant's Accounts would  cause the Annual Additions for the
      Limitation  Year  to  exceed  the  Maximum  Permissible  Amount, the

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -43-
amount contributed or allocated  will be reduced so that the  Annual
      Additions   for  the   Limitation  Year   will  equal   the  Maximum
      Permissible Amount.

              (b) Prior   to   determining   the   Participant's   actual
      Compensation  for the  Limitation Year,  the Employer  may determine
      the Maximum Permissible Amount  for a Participant on  the basis of a
      reasonable  estimation of  the  Participant's  Compensation for  the
      Limitation   year,  uniformly   determined  for   all   Participants
      similarly situated.

              (c) As soon as  is administratively feasible after  the end
      of  the  Limitation Year,  the Maximum  Permissible  Amount for  the
      Limitation   Year  will   be   determined  on   the  basis   of  the
      Participant's actual Compensation for the Limitation Year.

              (d) If pursuant  to Section  8.1(c) or as  a result  of the
      allocation of  forfeitures,  there is  an Excess  Amount the  excess
      will be disposed of as follows:

                  (1)  Any      nondeductible      voluntary      employee
      contributions,  to the  extent they would reduce  the Excess Amount,
      will be returned to the Participant;

                  (2)  If  after the  application of  (1) above  an Excess
      Amount still  exists, and the Participant is covered by  the Plan at
      the  end  of  the   Limitation  year,  the  Excess  Amount  in   the
      Participant's   Accounts   will   be   used   to   reduce   Employer
      contributions (including  any allocation  of  forfeitures) for  such
      Participant  in  the  next  Limitation  Year,  and  each  succeeding
      Limitation Year if necessary.
(3)  If  after the  application of  (1) above  an Excess
      Amount still exists,  and the Participant is not covered by the Plan
      at the end of the  Limitation Year, the Excess  Amount will be  held
      unallocated in  a suspense account.   The suspense  account will  be
      applied   to   reduce  future   Employer  contributions   (including
      allocation  of any  forfeitures) for  all remaining  Participants in
      the next  Limitation Year,  and each succeeding  Limitation Year  if
      necessary;

                  (4)  If a suspense account is  in existence at  any time
      during the  Limitation Year pursuant  to this section,  it will  not
      participate in  the allocation of the  trust's investment gains  and
      losses.   If  a  suspense  is  in existence  at  any  time during  a
      particular Limitation  Year, all  amounts  in  the suspense  account
      must be  allocated and reallocated  to Participant'  Accounts before
      any Employer  or any Employee contributions may be made  to the Plan
      for that Limitation Year.  Excess Amounts may not be distributed  to
      Participants or former Participants.

         8.2  Coverage by a Master or Prototype Plan.

              (a) This Section 8.2 applies if, in addition  to this Plan,
      the Participant  is covered  under a  qualified Master  or Prototype
      defined contribution  plan maintained  by  the  Employer, a  welfare

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -44-
benefit  fund,  as  defined   in  Code   419(e)  maintained  by  the
      Employer, or  an  individual medical  account,  as  defined in  Code
      415(l)(2),  maintained  by  the Employer,  which provides  an Annual
      Addition  as  defined in  Section 8.5,  during any  Limitation Year.
      The  Annual  Additions  which  may be  credited  to  a Participant's
      Accounts  under this  Plan for  any such  Limitation Year  will  not
      exceed  the  Maximum  Permissible  Amount   reduced  by  the  Annual
      Additions credited to a Participant's account under the other  plans
      and  welfare benefit funds  for the  same Limitation  Year.   If the
      Annual  Additions  with  respect  to  the  Participant  under  other
      defined contribution plans and welfare  benefit funds maintained  by
      the Employer  are less than the  Maximum Permissible Amount and  the
      Employer  contribution  that   would  otherwise  be  contributed  or
      allocated to the  Participant's Accounts under this Plan would cause
      the  Annual  Additions  for  the  Limitation  Year  to  exceed  this
      limitation,  the amount contributed or allocated will  be reduced so
      that the  Annual Additions  under all such  plans and funds  for the
      Limitation Year will equal  the Maximum Permissible Amount.  If  the
      Annual  Additions with respect  to the  Participant under such other
      defined  contribution  plans  and  welfare   benefit  funds  in  the
      aggregate  are equal  to or  greater  than the  Maximum  Permissible
      Amount,   no  amount  will   be  contributed  or  allocated  to  the
      Participant's Accounts under this Plan for the Limitation Year.

              (b) Prior   to   determining   the   Participant's   actual
      Compensation  for the  Limitation Year,  the Employer  may determine
      the  Maximum  Permissible  Amount for  a Participant  in  the manner
      described in Section 8.1(b).

              (c) As soon as  is administratively feasible after  the end
      of  the  Limitation Year,  the Maximum  Permissible  Amount for  the
      Limitation   Year  will   be   determined  on   the  basis   of  the
      Participant's actual Compensation for the Limitation Year.

              (d) If, pursuant  to Section 8.2(c)  or as a result  of the
      allocation of  forfeitures, a  Participant's Annual  Additions under
      this  Plan and such other plans would result in an Excess Amount for
      a Limitation Year,  the Excess Amount will  be deemed to consist  of
      the Annual  Additions last allocated,  except that  annual additions
      attributable  to  a  welfare  benefit  fund  or  individual  medical
      account will  be deemed to have  been allocated first regardless  of
      the actual allocation date.
(e) If an Excess  Amount was 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,

                  (1)  the total Excess Amount allocated  as of such date,
      times

                  (2)  the ratio of (i) the  Annual Additions allocated to
      the  Participant for the Limitation year as of  such date under this
      Plan  to   (ii)  the   total  Annual  Additions  allocated   to  the
      Participant  for the Limitation Year  as of such date under this and

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -45-
all  the other  qualified Master  or Prototype  defined contribution
      plans.

              (f) Any  Excess  Amount  attributed to  this  Plan  will be
      disposed in the manner described in Section 8.1(d).

         8.3  Coverage by Other   Defined Contribution Plan.      If   the
      Participant  is  covered  under  another  defined  contribution plan
      maintained by the Employer which is not a  Master or Prototype plan,
      Annual  Additions  which  may  be   credited  to  the  Participant's
      Accounts  under this Plan for any Limitation Year will be limited in
      accordance with Section  8.2 as though the  other plan were a Master
      or  Prototype plan unless the Employer provides other limitations in
      Paragraph 8.1 of the Adoption Agreement.

         8.4  Coverage by a Defined Benefit Plan.      If   the   Employer
      maintains, or  at any time maintained,  a qualified defined  benefit
      plan  covering  any  Participant  in  this  Plan,  the  sum  of  the
      Participant's    Defined   Benefit   Plan   Fraction   and   Defined
      Contribution  Plan Fraction will  not exceed  1.0 in  any Limitation
      Year.    The  Annual   Additions  which  may  be  credited  to   the
      Participant's  Accounts under this Plan for any Limitation Year will
      be  limited  in  accordance  with  Paragraph  8.1  of  the  Adoption
      Agreement.

         8.5  Definitions.    For  purposes  of  this  Article  VIII., the
      following definitions shall apply:

              (a) Annual Additions.   The sum  of  the following  amounts
      credited to a Participant's Accounts for the Limitation Year:

                  (1)  Employer Contributions,

                  (2)  Employee Contributions,

                  (3)  Forfeitures, and
(4)  amounts  allocated,  after March  31,  1984,  to an
      Individual Medical Benefit Account, as  defined in Code   415(l)(2),
      which is  part  of  a  pension or  annuity  plan maintained  by  the
      Employer are treated  as Annual Additions  to a defined contribution
      plan. Also amounts derived from  contributions paid or accrued after
      December 31,  1985, in taxable years  ending after such date,  which
      are  attributable to post-retirement  medical benefits, allocated to
      the  separate  account  of  a  key  employee,  as  defined  in  Code
       419A(d)(3), under  a  welfare  benefit  fund, as  defined  in  Code
       419(e), maintained by the Employer are  treated as Annual Additions
      to a defined contribution plan.

      For this purpose, any Excess Amount applied under Section 8.1(d)  or
      8.2(f) in the Limitation Year  to reduce Employer contributions will
      be considered Annual Additions for such Limitation Year.

              (b) Compensation.   Wages as  defined in Code   3401(a) and
      all other  payments of compensation to  an Employee by the  Employer
      (in the course  of the Employer's  trade or business) for  which the

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                                     -46-
Employer is  required to  furnish the  Employee a  written statement
      under Code  6041(d),   6051(a)(3) and  6052.   Compensation  must be
      determined  without regard  to any  rules under  Code  3401(a)  that
      limit the  remuneration included  in wages  based on  the nature  or
      location of  the employment or the  services performed (such as  the
      exception for agricultural labor in Code  3401(a)(2)).

         For any Self-Employed  Individual Compensation will  mean Earned
      Income.

         For  Limitation Years  beginning after  December  31, 1991,  for
      purposes  of  applying  the  limitations   of  this  Article   VIII,
      Compensation for  a Limitation  Year  is  the Compensation  actually
      paid   or    made   available   during    such   Limitation    Year.
      Notwithstanding   the  preceding   sentence,  Compensation   for   a
      Participant in a defined  contribution plan who  is permanently  and
      totally disabled (as defined in Code  22(e)(3)) is the  Compensation
      such Participant would have received for the Limitation Year if  the
      Participant  was paid at  the rate  of Compensation paid immediately
      before  becoming  permanently  and  totally  disabled; such  imputed
      compensation for the disabled Participant may be taken into  account
      only if  the Participant is  not a highly  compensated employee  (as
      defined in  Code  414(q)) and contributions  made on behalf of  such
      Participant are nonforfeitable when made.

              (c) Defined Benefit Fraction.  A fraction, the numerator of
      which is the sum of a Participant's projected annual benefits  under
      all  the   defined  benefit  plans   (whether  or   not  terminated)
      maintained  by the  Employer and  the denominator  of which  is  the
      lesser of  125 percent of the  dollar limitation determined for  the
      Limitation  Year under Code  415(b) and (d) or 140 percent of the of
      the  Participant's  Highest   Average  Compensation,  including  any
      adjustments  under  Code  415(b).    For  purposes of  computing the
      projected  benefit,  it  shall  be  assumed  that  the Participant's
      compensation  and  other   actuarial  assumptions  for  all   future
      Limitation years will be equal to those for the year in question.
Notwithstanding the above  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  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 close of the last limitation year
      beginning before  January 1,  1987, disregarding any changes  in the
      terms  and conditions of the  plan after May 5, 1986.  The preceding
      sentence applies only if the defined  benefit plans individually and
      in  the aggregate  satisfied the  requirements of  Code  415  as  in
      effect for all Limitation Years beginning before January 1, 1987.

         Any reference  to 125 percent  above shall be replaced  with 100
      percent subject  to the override  provisions of  Paragraph 8.1(b)(2)
      of the Adoption Agreement.

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                                     -47-
(d) Defined  Contribution Dollar Limitation.  $30,000 or if
      greater,  one-fourth of  the defined  benefit dollar  limitation set
      forth in Code  415(b)(1) as in effect for the Limitation Year.

              (e) Defined Contribution Fraction.  A     fraction,     the
      numerator of  which is the  sum of the Annual  Additions credited to
      the  Participant's Accounts  under  all defined  contribution  plans
      (whether  or not  terminated) maintained  by  the Employer  for  the
      current  and  all  prior  Limitation  years  (including  the  Annual
      Additions  attributable to  the Participant's nondeductible employee
      contributions  to  all  defined  benefit   plans,  whether  or   not
      terminated,  maintained by  the Employer,  and the  Annual Additions
      attributable  to  all welfare  benefit  funds,  as defined  in  Code
      419(e),  and  individual  medical  accounts,   as  defined  in  Code
      415(l)(2),  maintained  by the  Employer),  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
      (regardless of  whether a defined  contribution plan  was maintained
      by the  Employer).  The maximum  aggregate amount in any  Limitation
      Year  is  the  lesser  of  125  percent  of  the  dollar  limitation
      determined  under  Code    415(b)  and  (d)  in  effect  under  Code
      415(c)(1)(A)  or  35 percent of  the Participant's  Compensation for
      each such Limitation Year.
If the Employee was a Participant as of the end 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
      which  were  in  existence on  May 6,  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, an amount equal to the product
      of (1)  the excess of the  sum of the fractions  over 1.0 times  (2)
      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
      last  Limitation  Year  beginning  before   January  1,  1987,   and
      disregarding any  changes in the  terms and conditions  of the  plan
      made  after  May  5,  1986,  but  using  the  Code   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
      all employee contributions as Annual Additions.

         Any reference  to 125 percent  above shall be replaced  with 100
      percent subject  to the override  provisions of  Paragraph 8.1(b)(2)
      of the Adoption Agreement.

              (f) Employer.  For purposes of this Article, Employer shall
      mean  the Employer  that adopts  this  Plan, and  all members  of  a
      controlled  group of  corporations  (as defined  in Code   414(b) as
      modified  by  Code   415(h)),  all  commonly  controlled  trades  or
      businesses (as defined in Code  414(c) as modified by Code   415(h))
      or affiliated service groups (as defined in   Code  414(m)) of which
      the adopting Employer  is a part, and  any other entity required  to
      be aggregated with the  Employer pursuant to  regulations under Code
      414(o).

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                                     -48-
(g) Excess Amount.  The excess of  the Participant's Annual
      Additions  for the  Limitation  Year  over  the Maximum  Permissible
      Amount.

              (h) Highest Average Compensation.  The average compensation
      for the  three consecutive years of  service with the employer  that
      produces the highest average.   A year of  service with the Employer
      is the  12-consecutive month period elected  by the Employer as  the
      Plan Year.

              (i) Limitation Year.  The    12-consecutive-month    period
      elected  by the  Employer  as the  Plan Year.   All  qualified plans
      maintained  by the Employer must  use the same  Limitation Year.  If
      the Limitation Year  is amended to  a different 12-consecutive month
      period, the  new Limitation Year  must begin  on a  date within  the
      Limitation Year in which the amendment is made.

              (j) Master or Prototype Plan.  A plan the  form of which is
      the subject of a  favorable notification or opinion letter from  the
      Internal Revenue Service.

              (k) Maximum Permissible Amount.  The     maximum     Annual
      Addition  that may  be contributed  or allocated  to a Participant's
      Accounts under  the Plan for  any Limitation Year  shall not  exceed
      the lesser of:

                  (1)  the defined contribution dollar limitation, or
                  (2)  25  percent of  the Participant's  Compensation for
      the Limitation Year.

         The compensation limit referred to  in (2) above shall not apply
      to  any contribution  for  medical benefits  (within the  meaning of
      Code  401(h)  or Code  419A(f)(2) which  is otherwise treated as  an
      Annual Addition under by Code  415(l)(1) or Code  419A(d)(2).
If a  short Limitation year  is created because of  an amendment
      changing  the  Limitation Year  to a  different 12-consecutive-month
      period, the Maximum Permissible amount will  not exceed the  defined
      contribution   dollar  limitation   multiplied  by   the   following
      fraction:

                 Number of Months in the Short Limitation Year

                                      12

              (l) Projected Annual Benefit.  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:

                  (1)  The  Participant  will  continue  employment  until
      Normal Retirement  Age under the  Plan (or current  age, if  later),
      and

                  (2)  The  Participant's  Compensation  for  the  current

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                                     -49-
Limitation Year  and all  other relevant  factors used  to determine
      benefits  under  the  Plan  will  remain  constant  for  all  future
      Limitation Years.

                     ARTICLE IX.  SPECIAL TOP HEAVY RULES

         9.1  Top Heavy Requirements.  For any  Plan Year beginning  after
      December 31, 1983, the Employer's  Plan shall be Top Heavy if any of
      the following conditions exists:

              (a) If the  Top Heavy Ratio  for this plan exceeds  60% and
      this  Plan  is  not  part  of  any  Required  Aggregation  Group  or
      Permissive Aggregation Group of plans.

              (b) If  the  Employer's  Plan  is  a  part  of  a  Required
      Aggregation Group of plans but not part of a Permissive  Aggregation
      Group and the Top Heavy Ratio for the group of plans exceeds 60%.

              (c) If  the  Employer's  Plan  is  a  part  of  a  Required
      Aggregation  Group and  part of  a Permissive  Aggregation Group  of
      plans  and the Top-Heavy  Ratio for the Permissive Aggregation Group
      exceeds 60%

         9.2  Definitions.    For  purposes  of   this  Article  IX.,  the
      following definitions shall apply:

              (a) Key Employee.  Any Employee or former Employee (and the
      beneficiaries of  such employee)  who at  any time  during the  Plan
      Year  containing the  Determination  Date or  any  of the  four  (4)
      preceding Plan Years was:
(1)  an  officer of  the Employer  if such  individual's
      Annual Compensation  exceeds 50  percent  of  the dollar  limitation
      under Code  415(b)(1)(A),

                  (2)  one of the ten Employees  owning (or considered  an
      owner  indirectly  under  Code   318)  at  least  a  1/2%  ownership
      interest  and  the  largest  interests  in  the  Employer  if   such
      individual's  Compensation  exceeds  100  percent  of  such   dollar
      limitation  in effect  under Code   415(c)(1)(A) for  such Plan Year
      (if two (2) Employees  have the same interest  in the Employer,  the
      Employee having the greater Annual Compensation shall  be treated as
      having the larger interest),

                  (3)  a 5-percent owner of the Employer,

                  (4)  or a  1-percent owner  of the Employer  who has  an
      Annual Compensation of more than $150,000.

         For this purpose,  "Annual compensation"  means compensation  as
      defined  in Code   415(c)(3), but  including amounts  contributed by
      the  Employer pursuant  to a  salary reduction  agreement which  are
      excludible  from  the  Employee's  gross  income  under  Code   125,
      402(e)(3),  402(h) or  403(b).   The determination of  who is  a Key

                      (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -50-
Employee will  be made in  accordance with Code   416(i)(1) and  the
      regulations thereunder.

              (b) Non-Key  Employee.  Any Employee or former Employee who
      is not a Key Employee.

              (c) Top Heavy Ratio.

                  (1)  If the  Employer  maintains  one  or  more  defined
      contribution plans  (including any Simplified Employee Pension Plan)
      and the Employer has  not maintained any defined benefit plan  which
      during the 5-year period ending on the determination date(s) has  or
      has had accrued  benefits, the Top Heavy  Ratio for this  Plan alone
      or for the required or  permissive aggregation group as appropriate,
      is  a fraction,  the numerator  of which is  the sum of  the Account
      Balances  of all  Key  Employees  as of  the  Determination  Date(s)
      (including  any  part  of any  Account  Balance  distributed in  the
      5-year  period  ending  on  the   Determination  Date(s)),  and  the
      denominator of which is  the sum of all Account Balances  (including
      any part  of any Account  Balance distributed in  the 5-year  period
      ending  on the  Determination Date(s))  both computed  in accordance
      with Code  416 and  the regulations thereunder.  Both the  numerator
      and denominator of the Top  Heavy Ratio are increased to reflect any
      contribution  not actually  made as  of the  Determination  Date but
      which  is required to be taken into account on  that date under Code
       416 and the regulations thereunder.
(2)  If  the  Employer  maintains  one  or  more defined
      contribution  plans (including any Simplified Employee Pension Plan)
      and the  Employer maintains or  has maintained one  or more  defined
      benefit  plans  which   during  the  5-year  period  ending  on  the
      Determination  Date(s)  has or  has  had  any accrued  benefits, the
      top-heavy ratio for any required or permissive  aggregation group as
      appropriate  is a  fraction, the  numerator of  which is  the sum of
      Account Balances under the aggregated  defined contribution plan  or
      plans  for all  key  employees,  determined in  accordance with  (a)
      above,  and  the  present  value  of   accrued  benefits  under  the
      aggregated defined  benefit plan or plans  for all key employees  as
      of the  Determination Date(s), and the  denominator of which is  the
      sum   of  the   Account  Balances   under  the   aggregated  defined
      contribution  plan or  plans  for  all  Participants, determined  in
      accordance  with  (1)  above,  and  the  present  value  of  accrued
      benefits  under   the  defined  benefit  plan   or  plans  for   all
      Participants as  of the  Determination  Date(s),  all determined  in
      accordance  with Code   416  and  the regulations  thereunder.   The
      accrued benefits under a defined benefit plan in both the  numerator
      and  denominator  of  the top-heavy  ratio  are  increased  for  any
      distribution  of  an accrued  benefit made  in the  five-year period
      ending on the determination date.

                  (3)  For  purposes of  (1) and  (2) above  the  value of
      Account Balances and the  present value of accrued benefits will  be
      determined as  of the most recent  valuation date that falls  within
      or ends with the  12-month period ending on the Determination  Date,
      except as provided in  Code  416 and the regulations thereunder  for

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                                     -51-
the  first and  second Plan  Years of a  defined benefit plan.   The
      Account Balances  and accrued benefits of  a Participant (i) who  is
      not a Key Employee but  who was a  Key Employee in a prior year,  or
      (ii)  who has  not performed services with  any Employer maintaining
      the  Plan  at any  time  during  the 5-year  period  ending  on  the
      Determination Date will be disregarded.  The calculation of the  top
      heavy ratio, and the  extent to which  distributions, rollovers  and
      transfers are  taken into account  will be made  in accordance  with
      Code   416 and  the  regulations  thereunder.   Deductible  employee
      contributions  will  not  be  taken  into  account  for purposes  of
      computing  the top heavy ratio.  When aggregating plans the value of
      Account  Balances  and  accrued  benefits  will  be  calculated with
      reference  to  the Determination  Dates that  fall  within the  same
      calendar year.

         The accrued benefit  of a Participant other than  a Key Employee
      shall be  determined under (i)  the method, if  any, that  uniformly
      applies  for  accrual  purposes under  all Plans  maintained  by the
      Employer,  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  411(b)(1)(C).

              (d) Permissive Aggregation Group.  The required aggregation
      group of plans plus any  other plan or plans  of the Employer which,
      when  considered as  a group  with the  required  aggregation group,
      would continue to  satisfy the requirements of Code   401(a)(4)  and
      410.

              (e) Required Aggregation Group.

                  (1)  Each  qualified plan  of the  Employer in  which at
      least  one Key  Employee  participates or  participated at  any time
      during the determination period (regardless  of whether the plan has
      terminated), and
(2)  Any  other qualified  plan  of  the Employer  which
                  enables  a   plan  described   in  (1)   to  meet   the
                  requirements of Code    401(a)(4) or 410.

              (f) Determination Date.   For any  Plan Year  subsequent to
      the first Plan Year, the  last day of the preceding  Plan Year.  For
      the first Plan Year of the Plan, the last day of that year.

              (g) Valuation Date.  The  Valuation Date shall be  the same
      day as the Determination Date.

              (h) Present Value.   Present Value  shall be based  only on
      the interest and mortality  rates specified in Paragraph 8.2 of  the
      Adoption Agreement.

                            ARTICLE X.  PLAN LOANS

         10.1     Participant  Loan   Program.    If  the   Employer  has
      designated in  the Adoption  Agreement  that  loans to  Participants
      shall be permitted,  the Plan Administrator  may direct  the Trustee

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                                     -52-
to  make a loan or  loans to a Participant or Beneficiary subject to
      the  following  Participant  Loan  Program  (this  Participant  Loan
      Program  is   effective  for  loans   made  to   Participants  after
      October 18,  1989;  all  other  loans  made  under  the  Plan  shall
      continue  under  their  existing  terms  until  they are  repaid  or
      renewed, whichever occurs first):

              (a) Authorization.  The Plan Administrator is authorized by
      the Trustee  to administer the Loan  Program, and to prescribe  such
      forms  and regulations as  it considers  necessary or appropriate to
      carry  out   the  objectives  of   this  Participant   Loan  Program
      according to its express terms.

              (b) Conditions and Limitations.

                  (1)      Eligibility.      All   Participants,   former
      Participants  and Beneficiaries  who have  a vested  Account Balance
      may  apply  for  loans.    Loans  shall  be made  available  to  all
      Participants  and Beneficiaries  on a  reasonably equivalent  basis.
      Loans shall not  be made available  to Highly  Compensated Employees
      in  an  amount greater  than  the  amount made  available  to  other
      Employees.   No loans will  be made to  any Shareholder-Employee  or
      Owner Employee.
(2)   Maximum Principal  Amount.   No loan(s) shall  be
      granted to  any Participant or Beneficiary  which when added to  the
      outstanding balance of all other loans exceeds in the aggregate  the
      lesser  of  (a)  $50,000, reduced  by  the excess  (if  any) of  the
      highest outstanding  balance of  loans  during  the one-year  period
      ending  on  the day  before  the  date the  loan  is made,  over the
      outstanding  balance of loans from  the Plan on the date the loan is
      made, or (b)  fifty percent (50%) of  the vested Account Balance  of
      the Participant determined immediately after the loan is made.   For
      the purpose of  the above  limitation, all loans  from all plans  of
      the Employer and other members  of a group of Employers described in
      Code    414(b),  414(c), 414(m)  and  (o)  are  aggregated.       An
      assignment  or pledge of  any portion  of the Participant's interest
      in the Plan  and a loan,  pledge or assignment  with respect  to any
      insurance contract  purchased under the Plan,  will be treated as  a
      loan under this Section.

                  (3)  Minimum Principal  Amount.  The Plan  Administrator
      may set  a minimum  required principal amount  for all  loans up  to
      $1,000.

                  (4)  Duration.   Any loan  shall  by  its terms  require
      that  repayment  (principal  and  interest)  be  amortized  in level
      payments,  not less  frequently than  quarterly, over  a period  not
      extending beyond five  (5) years from the  date of the loan,  unless
      such  loan  is  used  to acquire  a  dwelling  unit which  within  a
      reasonable time  (determined at  the time the loan  is made) will be
      used as the Participant's principal residence.

                  (5)  Promissory Note.  Each loan  shall be evidenced  by
      the borrower's  promissory note in a  form satisfactory to the  Plan
      Administrator.

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                                     -53-
(6)  Interest Rate.  The interest  rate charged on  each
      loan shall  be the rate(s) obtained  by the Plan Administrator  from
      persons in the  business of lending money  for loans which  would be
      made  under similar terms  and conditions within a reasonable period
      of time prior to such  loan.  The interest  rate shall remain  fixed
      throughout the duration of the  loan, unless otherwise  specified in
      the promissory  note.  Loans  granted at different  times or  having
      different  durations  or  repayment   methods  may  bear   different
      interest rates.
(7)  Security.    Each  loan  shall  be  secured  by the
      assignment of  not more than fifty  percent (50%) of the  borrower's
      vested Account  Balance.   Unless the  Employer's Plan  is a  Profit
      Sharing Plan which  is exempt from the survivor annuity requirements
      pursuant to  Section 7.1(f), a  Participant must  obtain the consent
      of  his or  her spouse, if  any, to  use of  the Account  Balance as
      security  for  the loan.    Spousal  consent shall  be  obtained  no
      earlier  than the beginning  of the  90-day period that  ends on the
      date on which the  loan is to be so secured.  The consent must be in
      writing,  must acknowledge  the  effect of  the  loan, and  must  be
      witnessed by a Plan  representative or notary public.  Such  consent
      shall  thereafter be  binding with respect to  the consenting spouse
      or  any subsequent spouse with respect to that loan.   A new consent
      shall be required if the Account Balance is used for  renegotiation,
      extension,  renewal, or  other revision  of the  loan.   If  a valid
      spousal  consent   has  been  obtained   in  accordance   with  this
      paragraph, then, notwithstanding any other  provision of this  Plan,
      the portion  of the Participant's vested  Account Balance used as  a
      security interest held by  the Plan by reason  of a loan outstanding
      to  the Participant  shall be  taken into  account for  purposes  of
      determining the  amount of the Account  Balance payable at the  time
      of  death or  distribution, but  only if  the reduction  is used  as
      repayment  of  the loan.   If  less than  100% of  the Participant's
      vested Account Balance (determined without  regard to the  preceding
      sentence)  is payable  to the  Surviving  Spouse, then  the  Account
      Balance  shall  be  adjusted by  first reducing  the  vested Account
      Balance  by the  amount of  the security  used as  repayment  of the
      loan, and  then determining  the benefit  payable  to the  Surviving
      Spouse.

                  (8)  Default.   The  Plan  Administrator shall  promptly
      notify  the Trustee  of any  default in  repayment of  a loan.   The
      Trustee shall  foreclose on the  security for a  loan in default  at
      the later of:

                       (i) the date of the default or

                       (ii)     the first date  on which the  borrower may
                                receive a  distribution from his  Accounts
                                under the terms of the Plan.

      At the  discretion of the  Trustee, foreclosure may  consist of  the
      cancellation  of  the  borrower's  Account  Balance  by  the  unpaid
      principal amount of the  defaulted loan; or the distribution to  the
      borrower of  his promissory note.   The Plan  Administrator and  the

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                                     -54-
Trustee  may take  these steps  without any  advance notice  to  the
      borrower.

                  (9)  Application.   A Participant, former Participant or
      Beneficiary may apply for a loan by completing and returning to  the
      Plan Administrator a loan application in a form satisfactory to  the
      Plan  Administrator.   A  prospective  borrower's  loan  application
      shall be  reviewed by the  Plan Administrator, and  may be  approved
      only  to  the extent  that  the  loan requested  complies  with  the
      requirements of this Participant  Loan Program.  To the extent  that
      a  loan application is  denied, the  Plan administrator  will inform
      the  applicant  of  the reason(s)  for  the  denial,  with  specific
      reference  to the requirements  of the Participant Loan Program upon
      which the denial is based.

                  (10)     Delegation.     The  Plan   Administrator  may
      delegate  to the  Trustee any  of the  Plan Administrator's  rights,
      powers or responsibilities under this Loan Program.

                  (11)     Plan Accounting.   If the loan is treated as a
      directed  investment, the  distribution of  the proceeds  of a  loan
      shall be  charged solely against  the Account of  the borrower,  and
      all repayments of  principal and  interest shall be credited  solely
      to the borrower's Account.   The unpaid principal balance  of a loan
      shall be reflected as a receivable for  the borrower's Account.  The
      borrower  must  pay  the  administrative  expenses  incurred  by the
      Trustee and  the Plan Administrator in  connection with a loan,  and
      any such  expenses not paid directly  by the borrower may be charged
      against his Account.
ARTICLE XI.  PORTABILITY OF BENEFITS

         11.1     Portability of Benefits Permitted.    It shall  be  the
      policy of the Employer's Plan to permit  the transfer of benefits to
      and from the Trust upon the following conditions.

         11.2     Transfer of Benefits to the Trust.   An  individual may
      rollover  or direct  that his  benefits from an  Eligible Retirement
      Plan be  transferred  directly  to the  Trust maintained  under  the
      Plan.   The  Trustee shall  immediately credit  any rolled  over  or
      transferred  benefit  directly  to  a   separate  account  for   the
      individual.   The individual  shall always  be 100%  vested in  this
      rolled over or  transferred amount which  shall be referred to  as a
      "Rollover Account"  under the Plan.   The Rollover Account shall  be
      held,  invested and administered  in accordance  with the  terms and
      conditions  of this Plan and  Trust Agreement in the  same manner as
      Employer Contributions.

         11.3     Transfer of Benefits from the Trust.  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.  The direct rollover to an
      Eligible  Retirement Plan  shall be  accomplished by  any reasonable

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                                     -55-
means of delivery  to such plan,  including the delivery of  a check
      to the plan, provided that  the payee line of the  check is made out
      in a manner that will  insure that the check is negotiable solely by
      the trustee  of the recipient  plan.   The Trustee  may request  and
      receive a  release  or  statement from  the Distributee  and/or  the
      Trustee of  the transferee plan prior  to making any transfer  under
      this  Section  that  the  recipient   Eligible  Retirement  Plan  is
      qualified and  is intended  to meet the  applicable requirements  of
      the  Code and that it  will accept such  transfer.  For transfers on
      or after January  1, 1993, if such  sum is not directly  transferred
      to an Eligible Retirement  Plan then such transfer shall be  subject
      to the tax withholding rules  set forth in Paragraph  7.8.  The Plan
      Administrator is not required to  recognize a terminated  Employee's
      election  to directly  rollover an  amount if  the Eligible Rollover
      Distributions for the  year are  reasonably expected  to total  less
      than $200.

         11.4     Restrictions upon Portability.  Plan benefits shall not
      be  immediately transferred  pursuant  to  this Section  if (a)  the
      transfer  would require the  sale of any  assets of  the Trust  at a
      loss to the detriment  of other Plan Participants, (b) the  transfer
      involved  the  liquidation of  an illiquid  investment,  or (c)  the
      immediate  transfer  would   be  to  the  detriment  of  other  Plan
      Participants.
ARTICLE XII.  INVESTMENT IN INSURANCE CONTRACTS

         12.1     Investment in Contracts.   The Trustee, as  directed by
      the Employer,  may invest  in insurance or  endowment contracts  for
      one  or  more Participants.    If  so directed,  the  Trustee  shall
      procure  on  the life  of  a  Participant, or,  for  a  Participant,
      subject to  the rules of  the insurer, life  insurance, annuity,  or
      endowment  contract,  of  an  appropriate  type  with  level  annual
      premium payments  from any life insurance  company authorized to  do
      business in the  State of Arkansas, which  shall be selected  by the
      Employer.   In the  event of any conflict between  the terms of this
      Plan and  the terms of any  insurance contracts hereunder, the  Plan
      provisions shall control.

         12.2     Maximum Premium Amount.  No more than one-quarter (25%)
      of the aggregate Employer contributions,  plus forfeitures, if  any,
      allocated to  any Participant will  be used to  pay the premiums  on
      term  life insurance contracts,  universal life insurance contracts,
      and all other life insurance contracts which are not ordinary  life.
      If  ordinary  life  insurance  contracts  are  purchased,  less than
      one-half  (1/2)  of   the  aggregate  Employer  contributions   plus
      forfeitures, if  any, allocated to  any Participant may  be used  to
      pay  the premiums  attributable  to them.    For purposes  of  these
      incidental insurance provisions,  ordinary life  insurance contracts
      are   contracts   with  both   nondecreasing   death  benefits   and
      nonincreasing premiums.   If a combination  of ordinary and term  or
      universal  life  is selected,  the  sum  of one-half  (1/2)  of  the
      ordinary life  premiums and all  other life insurance premiums shall
      not exceed  one-fourth (1/4)  of  the  aggregate contributions  plus
      forfeitures, if any, allocated to any Participant.

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12.3     Ownership of Policies.  The Trustee shall apply for and
      be the owner of  any contracts purchased hereunder.  Such  ownership
      shall include  the right to  exercise all rights  and privileges  of
      ownership  in  accordance with  the  terms  of the  contract.    The
      Trustee shall have no  responsibility to pay any premiums in  excess
      of the  funds  which are  available for  that purpose.   No  insurer
      which issues any contract  under this Plan  shall be deemed a  party
      to the  Plan or Trust for  any purpose.   Any such  insurer shall be
      fully  protected   and  shall  incur  no  liability  for  taking  or
      permitting  any action in  accordance with  the written direction of
      the Trustee.

         12.4     Accounting for Insurance Contracts.    Payments  to the
      insurer with respect  to any  life insurance, annuity, or  endowment
      contract for a  Participant shall  constitute an  investment of  the
      funds  credited  to the  Participant's  Account. However,  insurance
      contracts held in a  Participant's Account shall not be included  in
      the Trust Fund valuation  under Section 15.2.  Dividends or  credits
      will  be allocated directly  to the  Participant's Account for whose
      benefit  the contract  is  held.   Insurance  premiums paid  on  any
      insurance  issued on  the life  of a  Participant shall  be  charged
      against that Participant's Account.
12.5     Distribution  of  Contract.   Subject  to  Section 7.1,
      relating to Joint and Survivor  Annuity Requirements, the  contracts
      on  a Participant's life will be converted to cash  or an annuity or
      distributed to  the Participant upon  commencement of benefits.  Any
      annuity contract distributed herefrom must  be nontransferable.  The
      terms of any annuity contract purchased and distributed by the  Plan
      to a  Participant or spouse  shall comply with  the requirements  of
      this Plan.

         12.6     Contract  Proceeds.    All  insurance  contracts  shall
      provide that  proceeds will be payable  to the Trustee, however  the
      Trustee shall be required to  pay over all proceeds  of the contract
      to  the  Participant's  Designated  Beneficiary  in  accordance with
      Article  V.    A   Participant's  spouse  will   be  the  Designated
      Beneficiary of the proceeds in all  circumstances unless a qualified
      election has been made  in accordance with Section 7.1, relating  to
      Joint  and Survivor  Annuity Requirements, if applicable.   Under no
      circumstances shall the Trust Fund retain any part of the  proceeds.

               ARTICLE XIII.  ADMINISTRATION OF EMPLOYER'S PLAN

         13.1  Plan Administrator.   The  Employer  shall  by  resolution
      designate  itself,   an  individual  or  a   committee  as  a   Plan
      Administrator who  shall be the Named  Fiduciary as required by  the
      ERISA.  The Plan Administrator shall be charged with the  Employer's
      management of the Plan operations and its administration.  The  Plan
      Administrator  shall serve  at the  will of  the Employer,  but  may
      resign by delivering his written  resignation as Plan  Administrator
      to the  Employer.  Successor  Plan Administrators shall be appointed
      by  resolution of  the Board  of Directors,  if a  corporation,  the
      Managing Partner(s), if a partnership, or  by the Owner-Employee, if

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                                     -57-
a sole  proprietorship.  Immediately  following any  appointment the
      Employer shall  provide the Trustee  the name and  signature of  the
      Plan Administrator.   The Trustee may  conclusively assume that  the
      Plan Administrator will continue  to act in that capacity until  the
      Trustee has been notified in writing by the Employer.

         13.2     Duties of Plan Administrator.   The Plan  Administrator
      shall administer  the Plan in  accordance with its  terms and  shall
      have  all powers necessary to carry out the  provisions of the Plan.
      The Plan Administrator shall  interpret the Plan and shall determine
      all questions  arising  in the  administration, interpretation,  and
      application of  the Plan.  The  Plan Administrator shall adopt  such
      rules  and  regulations  as  it  deems  necessary  or  advisable  to
      administer  the  Plan.     In   performing  its  duties,  the   Plan
      Administrator shall act solely in  the interest of  the Participants
      of the  Plan and their Beneficiaries  and for the exclusive  purpose
      of providing  benefits to Participants  and their  Beneficiaries and
      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 matters would use  in the conduct of
      an enterprise of a like character and with like aims.

         13.3     Directions to Trustee.   The  Plan Administrator  shall
      notify the Trustee in  writing of any action the Plan  Administrator
      desires the Trustee  to take, and the  Trustee shall be  entitled to
      rely upon  such writing until  such time as  the Plan  Administrator
      shall file a written revocation of such direction with the  Trustee.
      The  Plan  Administrator may  employ  such  actuaries,  accountants,
      counsel, specialists  and other  persons as  it  deems necessary  or
      desirable in connection with the administration of the Plan; and  if
      he  relies  in  good  faith  upon  opinions  furnished  him  by  any
      professional  or specialist,  the Employer  shall indemnify  him for
      any and all  claims, loss,  damages, expense  and liability  arising
      from any resulting action or failure to act.
13.4     Information and Records.   The  Plan Administrator  may
      establish a  manual of operations and  procedures, and shall keep  a
      record  of its actions as well as all books  of account, records, or
      other data  necessary for the administration  of the Plan.  The Plan
      Administrator  shall  notify the  Trustee and  the  Employer of  any
      action taken and,  when required, shall  notify any other interested
      person or persons.

         13.5     Expenses of Plan Administrator.  The Plan Administrator
      shall  serve   without  compensation  for   its  services   as  Plan
      Administrator,  but all expenses  of the  Plan Administrator will be
      paid  by  the Employer.    Such  expenses shall  include  all  those
      incident to the Plan Administrator's  functions, including, but  not
      limited  to, fees  of  actuaries, accountants,  counsel,  investment
      advisors, and other specialists.

         13.6     Fiduciary Responsibility.  The Plan Administrator shall
      not be liable or responsible for the acts  of commission or omission
      of  another fiduciary  unless (a)  the Plan  Administrator knowingly
      participated or knowingly attempted  to conceal the  act or omission
      of another  fiduciary and  the Plan  Administrator knew  the act  or

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                                     -58-
omission  was a  breach  of  fiduciary responsibility  by the  other
      fiduciary; or (b) the  Plan Administrator has knowledge of a  breach
      by the  other fiduciary  and shall  not make  reasonable efforts  to
      remedy the  breach; or (c)  the Plan Administrator's  breach of  its
      own  fiduciary  responsibility  permitted  the  other  fiduciary  to
      commit a breach.   From  the assets  of the  trust, the Trustee  may
      indemnify  the  Plan  Administrator  against  any  and  all  claims,
      losses, damages,  expenses and liabilities arising  from any act  of
      commission or omission if the  act is determined not  to be a breach
      of  fiduciary  responsibility  by  the   Plan  Administrator.    The
      indemnification shall  include attorney's fees  and all  other costs
      and  expenses  reasonably  incurred  by  the  Plan  Administrator in
      defense of any action brought  against him arising from  such act of
      commission or omission.

         13.7    Reporting and Disclosure Duties of Plan Administrator.
      The  Plan  Administrator  shall  furnish  the  Participant  and  the
      Beneficiaries a  copy  of the  summary  plan description  within  90
      days after  the individual becomes a Participant in  the Plan or (in
      the case of  a Beneficiary) within  90 days after he  first receives
      benefits from the Plan. The Plan  Administrator shall furnish to the
      Secretary of  Labor any  modification of,  or changes  to, the  Plan
      within  sixty  (60) days  after  the   modification   or  change  is
      adopted; the same information shall be furnished to  the Participant
      or  Beneficiaries  within two  hundred ten (210) days after the Plan
      Year within which  the  modification or  change was adopted.   Every
      five (5) years the Plan Administrator shall furnish to the Secretary
      of Labor,  the  Participant  and   the  Beneficiaries   an   updated
      summary   plan   description.   If no  amendments were  made  to the
      Plan, the  Plan   Administrator   shall  not be  required to furnish
      the updated summary  plan description  to the  Participant  and  the
      Beneficiaries  every   five  (5)  years, but  shall  be  required to
      furnish  the  updated  summary plan  description to the  Participant
      and  the   Beneficiaries   at   least  every (10) years.   The  Plan
      Administrator  shall file such  other   reports   (except  for those
      reports referred  to  in Section  14.11)  with   the  Departments of
      Labor  and  Treasury  as  may be required by statute or regulations.
13.8     Delegation of Reporting Responsibilities.    The   Plan
      Administrator may  delegate  in  writing to  the Trustee  such  Plan
      management,  reporting and  disclosure  responsibilities as  may  be
      agreed upon  by the Plan  Administrator and the  Trustee and in  the
      same   manner,  revoke   any  such  delegation   of  responsibility;
      provided,   however,  that  the  Plan   Administrator  shall  remain
      primarily  responsible   for  its   administrative  duties  and   no
      delegation shall  be made which is  contrary to the requirements  of
      federal law or regulation.

         13.9     Establishment of Funding Policy.           The     Plan
      Administrator shall establish and supervise  a funding policy  and a
      method for carrying out that policy; the policy shall be  consistent
      with the needs and  objectives of the Plan  and the requirements  of
      Title I of ERISA.   This funding policy shall be communicated to the
      Trustee.

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                                     -59-
13.10    Employer as Plan Administrator.    In   the  event  the
      Employer is designated as Plan  Administrator, the Employer  through
      its officers shall appoint an agent to act for and  on behalf of the
      Employer in performing the duties  and responsibilities imposed upon
      the  Plan Administrator.   In such a  case, any  notice to  the Plan
      Administrator will be deemed effective if delivered in person or  by
      certified mail to the President or Secretary of the Employer.

         ARTICLE XIV.  CREATION OF TRUST AND TRUSTEE RESPONSIBILITIES

         14.1     Establishment and Acceptance of Trust.     The  Trustee
      shall  receive  any contributions  paid  to  it in  cash,  or  other
      property approved by  the Plan  Administrator for acceptance by  the
      Trustee.  All  contributions so  received together  with the  income
      therefrom  shall be  held, managed,  and administered  in  the Trust
      Fund  pursuant  to  the  terms of  this  Agreement  and may  not  be
      diverted to  or used  for other  than the  exclusive benefit of  the
      Participants  or their  beneficiaries.   The Trustee  hereby accepts
      the Trust created hereunder  and agrees to perform the duties  under
      this Agreement on its part to be performed.
14.2   Selection of Trustee.  The  Trustee or  Trustees shall  be
      selected by the Employer and  may be removed by  the Employer at any
      time  upon written notice  to the Trustee.   The  Trustee shall have
      the  right to resign  at any time  by giving  written notice  to the
      Employer.   The Trustee may  be removed upon  ten (10) days  written
      notice  from  the  Employer.    Immediately  after  the  removal  or
      resignation of the Trustee, the Employer  shall appoint a  successor
      Trustee, who  shall qualify  by delivering a  written acceptance  to
      the Employer  and to the resigning  Trustee.  The resigning  Trustee
      shall  forthwith  file   with  the   Employer  and  with  the   Plan
      Administrator  a written  account of its  acts from the  date of its
      last  previous  annual  account  to  the  date  of  its  removal  or
      resignation;  and the  retiring Trustee  shall assign,  transfer and
      pay over to the successor Trustee the assets constituting the  Trust
      Fund.   The  resigning Trustee  may have  its account  settled  by a
      court of competent jurisdiction.

         14.3     Powers of the Trustee.   The Trustee  is, and  shall be
      authorized  and empowered  in  its discretion,  but  not by  way  of
      limitation, to:

              (a) invest and reinvest the principal and the income of the
      Trust Fund  and keep  the Trust  Fund invested, without  distinction
      between  principal   and  income,  in   bonds,  insurance  policies,
      mortgages, debentures,  preferred or common  stocks, stock  options,
      puts,  calls, mutual  funds, a  common trust  fund maintained  by  a
      fiduciary which is a  bank or an insurance company, and real  estate
      or personal  property.  The  Trustee may invest assets  of the Trust
      Fund  in   the  stock  or  other   security,  or  any  evidence   of
      indebtedness of the Trustee or an  affiliate of the Trustee  if such
      transaction is  not a prohibited transaction  under Code  4975.   If
      the Plan is a Profit  Sharing Plan, the Trustee may acquire and hold
      up  to  100%  of the  assets  of  the Plan  in  qualifying  employer
      securities as  defined in Section 407(d)(5)  of ERISA.  The  Trustee

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                                     -60-
may deposit the  Plan's assets in  an interest bearing account  in a
      financial institution supervised by the United  States, or a  state,
      if the financial institution is a fiduciary of the Plan;

              (b) sell, exchange, convey, transfer, or dispose of, and to
      grant options  with respect  to, any asset  held in the  Trust Fund.
      Any  sale  may be  made by  the Trustee  by private  contract or  by
      public auction,  and for cash or  upon credit, as  the Trustee shall
      be  bound  to supervise  the  application  of the  proceeds  of  any
      transaction  or  to  inquire  into   the  validity,  expediency   or
      propriety of the transaction;

              (c) retain, manage, operate,  repair, improve, mortgage  or
      lease for any  period, any  real or  personal property  held by  the
      Trustee, and  to purchase  and carry  insurance in  such amount  and
      against such hazards as the Trustee may deem advisable;

              (d) vote in  person  or by  general or  limited proxy  with
      respect  to  any bonds,  stocks  or  other securities  held  by  the
      Trustee; to exercise  any options applicable  to any  bonds, stocks,
      or  other securities;  to  exercise  any rights,  to  subscribe  for
      additional bonds,  stocks or other securities,  and to make any  and
      all necessary payments  therefor; to join in,  or to dissent from or
      oppose,   the   reorganization,   recapitalization,   consolidation,
      liquidation,  sale or merger of corporations or  properties in which
      the  Trustee may  be  interested, as  Trustee,  upon the  terms  and
      conditions as he may deem prudent;

              (e) accept  and  hold  any  securities  or  other  property
      received  by  the Trustee,  whether  or  not the  Trustee  would  be
      authorized to invest in such securities;

              (f) make,  execute, acknowledge  and  deliver  any and  all
      documents  of  transfer  and  conveyance  and  any   and  all  other
      instruments that  may be necessary or  appropriate to carry out  the
      powers herein granted;
(g) settle, compromise, or submit to arbitration any claim,
      debts  or damages  due  or  owing  to or  from  the  Trust Fund,  to
      commence  or defend  suits or  legal or  administrative proceedings,
      and  to  represent  the  Trust  Fund  in  all  suits  and legal  and
      administrative proceedings;

              (h) employ  suitable agents and  counsel, and to  pay their
      reasonable expenses and compensation which  will be charged  against
      the Trust Fund or the  assets held in the  Participating Trusts only
      to the extent hereinafter provided;

              (i) keep such  portion of  the Trust Fund  in cash  or cash
      balances as the Trustee  may from time to  time deems to  be in  the
      best  interests of  the Trust  Fund, it  being understood  that  the
      Trustee  shall not be required  to pay any interest on any such cash
      balances;

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(j) keep such records and make such returns and reports  as
      may  be required by  Trustee of  qualified employee  pension benefit
      plans under the Code and regulations issued thereunder;

              (k) borrow or  raise money for  the purposes  of the  trust
      from others to the extent  and upon such terms and conditions as the
      Trustee may deem desirable  or proper; and  for any sum so  borrowed
      to  issue  its  promissory note,  as  Trustee,  and  to  secure  the
      repayment thereof  by pledging all  or any part  of the  Trust Fund,
      except for  segregated accounts or  Elective Deferral  Accounts; and
      no  person lending money to  the Trustee shall be bound to supervise
      the  application of  the  money borrowed,  or  to inquire  into  the
      validity, expediency or propriety of any borrowing;

              (l) cause   any  investments   to  be  registered   in,  or
      transferred into, its name as Trustee, or the name of the  Trustee's
      nominee or  nominees, or  to retain the  investment in  unregistered
      form or  in a form  permitting transfer by  delivery only;  however,
      the  books and records  of the Trustee shall at  all times show that
      all investments are part of the Trust Fund;

              (m) require  indemnity  from  Employer,  to  the  Trustee's
      satisfaction,  before taking  any action  with respect  to which the
      Trustee   may   have   reasonable   ground   for   requesting   such
      indemnification;

              (n) invest in insurance contracts as authorized in  ARTICLE
      XII;

              (o) to  lend money  to Plan  Participants as  set forth  in
      ARTICLE  X,  if Participant  loans  are  permitted in  the  Adoption
      Agreement;

              (p) invest the  Trust Fund's  assets with  any other  trust
      which is  qualified pursuant to Code   401(a) on the condition  that
      income and  capital shall  be  divided  proportionately between  the
      trusts;
(q) generally, do all such acts and execute and deliver all
      such instruments as in  the judgment of the Trustee may be necessary
      or desirable to carry out any  powers conferred upon it, without the
      order of any  court, and  without having  to post  bond or make  any
      inventories, returns or reports of its doings to any court;

              (r) perform all acts, whether or not expressly described or
      referred to above, which  the Trustee may deem necessary, proper  or
      desirable for the protection or enhancement of the Trust Fund; and

              (s)  in addition  to the foregoing,  the Trustee  shall have
      all  the  powers authorized  by  Arkansas  Acts of  1961,  No.  153,
      Section 3 (the same  being Ark. Code Ann.   28-69-116) which Act is,
      by  this reference  thereto,  incorporated herein  and  made  a part
      hereof as if fully set out.

         14.4     Prudent Investments.  In making  all investments deemed
      necessary and worthwhile, the Trustee  shall exercise that judgment,

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                                     -62-
ordinary   care  and   diligence   under   the  circumstances   then
      prevailing,  which  men of  prudence,  discretion, and  intelligence
      familiar with  such matters exercise in  a like situation and  shall
      diversify  such investments  so as  to minimize  the risk  of  large
      losses.

         14.5     Establishment of Employer Investment Committee.  At the
      discretion of the Employer,  if the Employer elects in the  Adoption
      Agreement  or  subsequently  by a  written notice  delivered  to the
      Trustee, the  Employer may establish  an Investment  Committee which
      shall assume  the responsibility, and be  liable for, the making  of
      prudent  investments.    Investments  directed  by  the   Investment
      Committee  shall   not  be   in   conflict   with  the   "prohibited
      transactions"  provisions  of   the  Code.     As  directed  by  the
      Investment Committee, the Trustee shall  purchase such securities or
      other  property,  including any  property  authorized under  Section
      14.3 above, or shall  sell such securities, or other property,  held
      as part  of  the  trust  fund,  as  may be  specified  in  any  such
      direction  received in writing  from the  Investment Committee.  The
      Trustee shall have  no obligations whatsoever  to seek,  or request,
      any direction  from the Investment Committee  nor shall the  Trustee
      have  any power or  authority to dispose of  any such securities, or
      property,  acquired pursuant  to such  direction unless  directed by
      the  Investment  Committee.    The  Trustee  shall,  subject  to the
      limitations  herein set forth,  be under a  duty to  comply with any
      directions when given, but shall  have no responsibility  whatsoever
      in connection with any  purchase, retention, sale or other acts  set
      forth  in the directions  from the  Investment Committee, other than
      in compliance with such directions, except as follows:

              (a) The  Trustee shall  not  knowingly  participate  in  or
      knowingly  undertake to  conceal an  act or  omission of  any  other
      fiduciary  to the Plan with  the knowledge that such act or omission
      of another fiduciary is  a breach of this Plan  and Trust or  of any
      provision of applicable law.
(b) The  Trustee shall not conduct itself, in the discharge
      of its specific responsibilities hereunder, in  a manner that  would
      enable another  fiduciary to commit a  breach of this Plan and Trust
      or of any provision of applicable law.

              (c) If the  Trustee has  knowledge of a  breach by  another
      fiduciary to the Plan,  the Trustee shall  make reasonable  efforts,
      under the circumstances, to remedy the breach.

              (d) The  Trustee shall  not follow  the  directions of  the
      Investment Committee  if the  Trustee knows  or, from  the facts  of
      which it is aware, should  know, that the directions are not made in
      accordance  with  the  terms  of  the  Plan,  or  are  contrary   to
      provisions of applicable law.

         It is  the  intention  of this  provision  that  the  Investment
      Committee shall  be the named  plan fiduciary with  respect to  plan
      investments and  that the  Trustee shall be relieved  from liability
      for following  the proper instructions  of the  Investment Committee
      as provided in Section 405(b)(3)(B) of Title I of ERISA.

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14.6     Participant Investment Direction.    If   the  Employer
      elects  to  permit  Participant  direction  of  an  Account  in  the
      Adoption  Agreement, a  Participant  may  give  the Trustee  written
      notice that he elects  to direct the investment and reinvestment  of
      such Account.   The  Trustee shall not  be required  to accept  such
      direction if it will create an undue administrative burden.   Assets
      thus  purchased  shall  be  held  by  the  Trustee  as  a   separate
      investment account to which all earnings and losses of that  account
      shall be attributed.  Moreover, such assets shall  be subject to all
      of the other provisions of this Plan, except that such assets  shall
      be excluded  from the Trust Fund  for allocation of annual  earnings
      or losses and all  sales, administrative and other fees incurred  in
      the  purchase  or  sale   of  any  such  assets  shall  be   charged
      exclusively  against such  assets. The  Trustee or  any other person
      shall  not be  under any  duty to  question any  direction  from the
      Participant or  to review  any securities  or other  property or  to
      make any  suggestion to the Participant.   If a Participant  directs
      the Trustee  to invest in collectibles  (within the meaning of  Code
       408(n)(2)), such  an investment  will  be treated  as an  immediate
      distribution to the Participant.

         14.7     Payments from the Fund.  The Trustee shall from time to
      time,  on the  written  directions of  the Plan  Administrator, make
      payments out of the Trust  Fund to such persons,  in such manner, in
      such  amounts, and  for such  purposes as  may  be specified  in the
      written  directions of  the Plan  Administrator, and  upon any  such
      payment being made, the amount thereof shall no longer constitute  a
      part  of  the  Trust Fund.   Each  such  written direction  shall be
      accompanied by  a certificate  of the  Plan  Administrator that  the
      payment  is in accordance with  the Plan.   The Trustee shall not be
      responsible  in any way for the application of  such payments or for
      the adequacy of  the Trust Fund  to meet and  discharge any  and all
      liabilities under the Plan.
14.8     Scope of Responsibilities.      The     duties      and
      responsibilities  of   the  Trustee  shall   be  according   to  the
      provisions  of  this Plan  and  ERISA  and, except  as  provided  by
      statute,  no other or  further duties  or responsibilities  shall be
      imposed or  implied by the Employer  without the written consent  of
      the Trustee.  The Trustee shall discharge  its duties solely in  the
      interest  of  the  Participants  and   beneficiaries  and  for   the
      exclusive purpose  of providing benefits  to Participants  and their
      beneficiaries  and  defraying reasonable  expenses of  administering
      the Plan.

         14.9     Records of Trustee.   The investment  records shall  be
      open at  all reasonable times  to inspection by  the Employer,  Plan
      Administrator, Participants or their beneficiaries.

         14.10    Settlement of Controversies.      In  the   event   any
      controversy shall  arise between the  Trustee and  any other person,
      including  without limitation, the Plan  Administrator, the Employer
      or any  Participant or beneficiary under  the Plan, with respect  to
      the interpretation of this Plan  or the duties of the Trustee or any
      other fiduciary, the Trustee  may require that the issue be  decided
      by   a  court   of   competent   jurisdiction,   and  pending   such

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                                     -64-
determination, the Trustee shall not be obligated to take any  other
      action in connection  with the matter  involved in  the controversy.
      The cost of any litigation to which the Trustee shall  be a party in
      connection with  the Trust  shall  be  considered an  administrative
      expense.   The  Trustee may  compromise and  adjust claims  due  the
      Trustee  upon  the  terms  and  conditions  acceptable  to  the Plan
      Administrator.    The Trustee  shall  at  no time  be  obligated  to
      institute any  legal action unless  it shall be  indemnified to  its
      satisfaction for  any fees,  costs and  expenses to  be incurred  in
      connection with the litigation.

         14.11    Annual Statement to Participants.    The  Trustee shall
      keep full and complete  records of the administration of the  trust.
      Within  210 days after  the end of  a Plan  Year, the  Trustee shall
      furnish the Employer a summarized  financial statement.  The Trustee
      shall  also file  all reports  and returns  with the  Department  of
      Labor, and/or Treasury which are required by statute or  regulations
      to be filed by trustees of employee pension benefit plans.
14.12    Instructions to Trustee.   All instructions  or notices
      provided to be given by the Plan Administrator to the Trustee  shall
      be  in writing  and signed by  the Plan Administrator.   The Trustee
      shall  be furnished  signatures  of the  Plan Administrator,  or its
      agents, who are authorized to  act on its behalf and the Trustee may
      rely upon such instructions to the extent permitted by law.

         14.13    Trustee Compensation.  The Trustee (if he is not a full
      time  Employee  of  the   Employer)  shall  be   paid  a  reasonable
      compensation  as  shall be  agreed  upon  by the  Employer  and  the
      Trustee.   The Trustee, in  performing its duties  under this  Plan,
      may employ  counsel, accountants and other  agents as it shall  deem
      advisable.  The  Trustee may employ  other fiduciaries or investment
      managers only after  securing the  written approval  of, or  written
      directions  from, the  Employer.    All  expenses  incurred  by  the
      Trustee  in the  administration  of  the trust,  including  but  not
      limited to,  the compensation  of  counsel, accountants,  investment
      managers,  the  Trustee,  other  agents  or  fiduciaries,  shall  be
      charged against the Trust  Fund, to the extent not paid directly  by
      the  Employer.    All taxes  that may  be  levied or  assessed under
      existing or  future laws  upon,  or in  respect to,  the trust,  its
      assets or  the income  therefrom shall  be a  charge upon  the Trust
      Fund, to the extent not paid directly by the Employer.

         14.14    Liability for Acts of Other Fiduciaries.   The  Trustee
      shall not be  liable for the acts  or omissions of another fiduciary
      unless  (a) the  Trustee  knowingly  participates  in, or  knowingly
      attempts to  conceal the act or  omission of, another fiduciary  and
      the Trustee  knows the act  or omission  is a breach of  a fiduciary
      responsibility  by  the other  fiduciary;  or  (b) the  Trustee  has
      knowledge of  a breach  by the  other fiduciary and  shall not  make
      reasonable  efforts to  remedy  the  breach;  or (c)  the  Trustee's
      breach  of  its  own  fiduciary  responsibility  permits  the  other
      fiduciary to commit a breach.  Except as set  forth in the preceding
      sentence, a Trustee  shall not be liable  for the acts or  omissions
      of an investment manager appointed pursuant to Section 14.13.

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14.15    Allocation of Fiduciary Responsibility.  If there shall
      be more  than one  Trustee, the  Trustees shall  jointly manage  and
      control the  assets of the Plan  unless the Employer shall  allocate
      in writing  specific responsibilities, obligations  and duties among
      the    Trustees.       The   Employer    may   allocate    fiduciary
      responsibilities,  other  than the  Trustee's  responsibilities,  to
      other fiduciaries.  If  the Employer shall make such an  allocation,
      then the  specified Trustee  or fiduciary shall  be responsible  for
      the duties  allocated to  that Trustee  or fiduciary  and the  other
      Trustees  or fiduciaries  shall  not be  liable  for any  breach  of
      fiduciary responsibility for the duties  allocated to other Trustees
      or fiduciaries,  except  as  set forth  in Section  14.14.   If  the
      Employer  shall not  allocate specific responsibilities, obligations
      or  duties to  a Trustee,  then  any act  may  be  performed by  any
      Trustee and such act shall  have the same force and effect as if the
      act  had  been performed  by  all  of the  Trustees.    Any  person,
      corporation or  other entity may  deal with any of  the Trustees and
      may accept the signature of  any Trustee in the same manner and with
      the  same  force and  effect  as  if  the individual  were  the sole
      Trustee.

                       ARTICLE XV.  TRUST FUND VALUATION

         15.1     Revaluation  on each Valuation Date.  The Trustee shall
      have  the responsibility  and duty  of determining  the fair  market
      value of the  assets in the Trust on  the last day of each Plan Year
      and  on any other  interim date during the Plan  Year as required by
      the Plan Administrator or as determined  reasonably necessary by the
      Trustee (the "Valuation  Date").  In determining whether an  interim
      valuation date  shall occur, the  Trustee and/or  Plan Administrator
      shall  consider whether  large  fluctuations  in  fair market  value
      occurring since the last valuation  date would precipitate an unfair
      burden or windfall  to the remaining Plan Participants.  The size of
      the proposed distributions and the cost of the revaluation shall  be
      considered.
15.2     Valuation Date Adjustments.   All Accounts, except  any
      portion  of an  Account which  is Participant  Directed pursuant  to
      Section 14.6, shall be  adjusted as of the Valuation Date to reflect
      the effect of  income received and  accrued, realized and unrealized
      profits  and losses,  expenses and  all  other transactions  for the
      period beginning  on the day after  the previous Valuation Date  and
      ending on the Valuation  Date (the "Valuation Period").  The  amount
      of the credit  of each Account (excluding therefrom the value of all
      insurance contracts, which are  accounted for under Section 12.4) as
      of  the last day  of each Valuation  Date shall  be adjusted  by the
      following credits and debits in the following order:

              (a) any contributions  or forfeitures allocated  during the
      Valuation Period  shall be deducted  from each  Account, except only
      one-half of  the Elective Deferrals  allocated during  the Valuation
      Period shall be deducted.

              (b) in the  case of  a person for  whom payments  have been
      made there shall  be debited the  total amount of the  payments made

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                                     -66-
from  the  Account  during  the  Valuation  Period  since  the  last
      Valuation Date.

              (c) as to each Account  there shall be credited  or debited
      that portion of the Net Income or  Net Loss of the Trust Fund during
      the Valuation  Period which the balance  of the Account as  adjusted
      by Section  15.2 (a) and  (b),  bears to  the total  balance of  all
      Accounts also adjusted according to Section 15.2 (a) and (b).

              (d) there   shall  be  added   back  to  the   Account  the
      contributions  and  forfeitures  which were  deducted  under Section
      15.2(a).

         15.3     Determination of Net Income  or  Net  Loss.    The  Net
      Income or  Net  Loss  of the  trust  shall  be  ascertained  by  the
      Trustee, and  shall be the profits  and income received and  accrued
      less the  losses and expenses incurred  and paid from the trust plus
      any  net increase  or minus  any net  decrease in  the value  of the
      assets of the trust  not actually realized and received or  incurred
      and paid from the trust.

         ARTICLE XVI.  GENERAL PROVISIONS RELATING TO EMPLOYER'S PLAN

         16.1     Amendment of Employer's Plan.  The Employer may:

              (a) change the choice of options in the Adoption Agreement,

              (b) add  overriding language in the Adoption Agreement when
      such language is necessary to satisfy  Code  415 or  416  because of
      the required aggregation of multiple plans,
(c) add certain model amendments  published by the Internal
      Revenue Service  provided that such  amendments are  not counted  as
      one  of the  substantive three  amendments that  can be  made to the
      plan, and

              (d) make up  to three (3) revisions that actually delete or
      modify the  language of  the Adoption Agreement  provided that  such
      revisions  do  not  discriminate  in  favor  of  Highly  Compensated
      Employees and  are ultimately approved  by the Key  District of  the
      Internal  Revenue  Service  where  the   Plan  is  submitted  for  a
      favorable determination letter.

         The Employer may  retroactively amend the Adoption  Agreement to
      satisfy the  requirements of  the Code.   Furthermore,  the Employer
      may make up  to three revisions to  the Adoption Agreement  in order
      to  allow the Plan  to fit its specific needs.   No amendment to the
      Plan shall be effective  to the extent it discriminates in favor  of
      Highly  Compensated  Employees,  has  the  effect  of  decreasing  a
      Participants   Account  Balance,  eliminates  an  optional  form  of
      distribution or makes it  possible prior to the satisfaction of  all
      liabilities with respect to the  Participant and their beneficiaries
      for  any of  the trust  property  ever to  revert to  the  Employer.
      Notwithstanding  the  preceding  sentence, a  Participant's  Account
      Balance  may  be  reduced  to  the   extent  permitted  under   Code

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                                     -67-
412(c)(8).  For purposes of this paragraph, a Plan amendment  which
      has the  effect of  decreasing a  Participant's  Account Balance  or
      eliminating an  optional form of benefit,  with respect to  benefits
      attributable  to service  before the  amendment shall be  treated as
      reducing an accrued  benefit.  Furthermore,  if the vesting schedule
      of  a  plan is  amended,  in  the  case of  an  Employee  who  is  a
      Participant as  of  the  later  of the  date  of such  amendment  is
      adopted  or  the  date  it  becomes  effective,  the  nonforfeitable
      percentage (determined as of such date) of such Employee's right  to
      his  Employer-derived accrued  benefit  will  not be  less than  his
      percentage  computed   under  the  Plan   without  regard   to  such
      amendment.

         If  the Employer's  Plan  vesting schedule  is  amended, or  the
      Employer's Plan  is amended in any  way that directly or  indirectly
      affects   the  computation   of  the   Participant's  nonforfeitable
      percentage or  if the Plan is  deemed amended by an automatic change
      to or from a  Top Heavy vesting  schedule, each Participant with  at
      least 3  Years of  Service with  the  Employer may  elect, within  a
      reasonable period after the adoption of the amendment or change,  to
      have the nonforfeitable percentage computed  under the Plan  without
      regard  to such  amendment or change.   For Participants  who do not
      have at least  1 Hour of  Service in any  Plan Year  beginning after
      December  31,1988,  the  preceding  sentence  shall  be  applied  by
      substituting "5  Years of Service"  for "3 Years  of Service"  where
      such language appears.

          The period during which the election may be made shall  commence
      with  the date the  amendment is adopted  or deemed  to be  made and
      shall end on the latest of:

              (a) 60 days after the amendment is adopted;

              (b) 60 days after the amendment becomes effective; or

              (c) 60  days after the Participant is issued written notice
      of the amendment by the Employer or Plan Administrator.
16.2     Procedure For Amendment.  Amendments shall be presented
      to  and  adopted  in the  form  of  a  resolution by  the  Board  of
      Directors,  if  a  corporation,  the   Managing  Partner(s),  if   a
      partnership,  or by  the Owner-Employee,  if a  sole proprietorship.
      The  executed amendment  shall be  delivered to  the Trustee.    All
      amendments shall be communicated to the Employees in writing  within
      ninety (90) days of their adoption.

         16.3     Termination of Employer's Plan.   The creation  of this
      trust  is in  no sense a guarantee  on the part of  Employer that it
      will  be  continued, nor  that any  Participant  hereunder shall  be
      retained  in employment,  and  any Participant  shall be  subject to
      discharge exactly as if this trust had never been established.

         16.4     Nonforfeiture Provisions.    It   is  hereby  expressly
      provided that  upon termination or  partial termination of the Plan,
      or for  a Profit Sharing  Plan upon the  complete discontinuance  of
      contributions  to   the  Employer's   Plan,   the   rights  of   all

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                                     -68-
Participants to  the amounts credited  to his  Employer Contribution
      Account shall be 100% nonforfeitable.

         16.5     Distribution of Benefits on Termination of Plan.     In
      the event  of  a  complete discontinuance  of contributions  to  the
      Employer's Plan  or in the event  of a termination of the Employer's
      Plan, the  Employer shall determine  whether distributions  from the
      trust  to Participants  shall be  made currently  or deferred  until
      benefits would otherwise be payable under the Employer's Plan as  if
      it had not been  terminated.  Distributions shall be subject to  the
      limitations applicable under Section 3.8  and the applicable consent
      requirements hereunder, if any.
16.6     Spendthrift Provision.    Except  for  any  claim   the
      Trustee may  have against  the Participant  as security  for a  loan
      made  pursuant to  ARTICLE  X,  no  Employee  participating  in  the
      Employer's  Plan shall  have  the  power,  to anticipate,  alienate,
      assign, hypothecate or transfer any  benefits provided hereunder and
      likewise  no  beneficiary  of  any  Employee  participating  in  the
      Employer's Plan shall ever have the  right to anticipate,  alienate,
      assign,  hypothecate or  transfer any  Benefits provided  under such
      Plan.   No benefits shall  be subject to any debts or liabilities of
      such   Participant  or   beneficiary,  except   for  loans   to  the
      Participant by the Trustee.   The preceding shall also  apply to the
      creation,  assignment, or  recognition  of a  right  to  any benefit
      payable  with  respect  to a  Participant  pursuant  to  a  domestic
      relations order, unless such  order is determined to be a  Qualified
      Domestic Relations  Order,  as  provided  in Section  16.7,  or  any
      domestic relations order entered before January 1, 1985.

         16.7     Assignments Pursuant to Divorce.  Section   16.6  shall
      not apply to the creation, assignment, or recognition of a right  to
      any plan benefit arising from  a Qualified Domestic  Relations Order
      (as defined in Code  414(p)).  A Qualified Domestic Relations  Order
      is any  judgment, decree  or order  (including court  approval of  a
      property  settlement agreement)  made pursuant  to Arkansas  (or any
      other applicable state) domestic  relations law which relates to the
      provision  of child  support, alimony  payments or  marital property
      rights to a spouse, child  or other dependent of a Participant.  The
      Qualified Domestic  Relations Order  must  clearly  specify (a)  the
      name and last known mailing address,  if any, of the Participant and
      each  alternate  payee covered  by  the  order, (b)  the  amount  or
      percentage  of  the  Participant's  benefits  to  be   paid  to  the
      alternate  payee, or the manner in which the amount or percentage is
      to  be determined,  (c) the  number of  payments or period  to which
      such  order applies, and (d)  each plan to  which the order applies.
      The order shall  not require the Plan  to increase Plan  benefits or
      to  provide any  type  or  form  of  benefit,  or  any  option,  not
      otherwise  provided  under  the  Plan.    Notwithstanding   anything
      contained in  this Plan to the  contrary, the alternative payee of a
      segregated   account  created  pursuant   to  a  Qualified  Domestic
      Relations  Order may  request  in  writing  that  the  Trustee  make
      distribution to  the alternate payee at  any time subsequent to  the
      date  that  the  segregated  account  is  created  pursuant  to  the
      Qualified  Domestic  Relations   Order.  The  distributions  to  the
      alternate payee shall be in a manner and form  as authorized by this

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -69-
Plan.    If  the  Participant  is less  than  100%  vested upon  the
      segregation  of the  Participant's  Account,  the  vesting rules  of
      Section 6.4(b) shall apply.

         16.8     Instruments in Writing Required.  Any action, decision,
      notice  or  finding  required  or   permitted  under  the  terms  of
      Employer's Plan shall be in writing and no action, decision,  notice
      or finding not in writing shall  be binding on any  party interested
      therein.  The Employer,  the Trustee and any life insurance  company
      issuing any contracts hereunder, shall be entitled to rely upon  the
      authenticity of any instrument in writing believed in good faith  by
      them respectively to have  been executed by the party purporting  to
      execute such instrument.

         16.9     Continuation  of  Employer's Plan  by  Successor to  an
      Employer.  Any successor  in interest to an Employer shall have  the
      right,  by written  notice to  the Sponsor,  to continue  Employer's
      Plan  and such  successor  in interest  shall  have the  rights  and
      privileges given under the terms of this Plan to the Employer.

         16.10    Discretionary Powers.   All discretionary  powers under
      Employer's  Plan  will  be   administered  in  a  non-discriminatory
      manner, and for the exclusive benefit of the Participants and  their
      beneficiaries.

         16.11    Reversion.   Neither the corpus, any  income therefrom,
      or  other  property of  Employer's  Plan  shall ever  prior  to  the
      satisfaction  of all  liabilities with  respect to  the Participants
      and  their  beneficiaries, revert  to  the  Employer,  and all  such
      property shall  be used for the  exclusive benefit of the  Employees
      who are  Participants hereunder, or  their beneficiaries,  except as
      provided below:
(a)   Any contribution  made by  the Employer  because of  a
      mistake  of fact may be returned to the Employer  within one year of
      the contribution.

              (b)  In the event that the Commissioner of Internal  Revenue
      Service  determines  that  an  Employer's   Plan  is  not  initially
      qualified  under the  Code, any  contribution made incident  to that
      initial  qualification  by  the  Employer must  be  returned  to the
      Employer within  one year after  the date  the initial qualification
      is denied,  but only  if the  application for  the qualification  is
      made  by the time prescribed by law for filing the Employer's return
      for the  taxable year in  which the  Plan is adopted, or  such later
      date as the Secretary of the Treasury may prescribe.

              (c)    Any  contribution  made  by  the  Employer  that   is
      conditioned on  the deductibility of the  amount under Code  404  of
      may  be  returned  to the  Employer,  to the  extent  of the  amount
      disallowed,  within   one  year  after   the  disallowance   of  the
      deduction.

         16.12    Removal   as   a   Volume   Submitter   Plan   Due   to
      Disqualification.  If the Employer's Plan fails to attain or  retain
      qualification, then such Employer's Plan  will no longer participate

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -70-
in this volume submitter  program and such plan shall be  considered
      an individually designed plan.

         16.13    Control of Trades or Businesses by an Owner-Employee.
      If this  Plan provides  contributions or  benefits for  one or  more
      Owner-Employees who  control both the  business for  which this plan
      is established  and one  or more  other trades  or businesses,  this
      Plan and the Plan  established for other trades or businesses  must,
      when looked at as a  single Plan, satisfy Code    401(a) and (d) for
      the Employees of this and all other trades or businesses.

          If the Plan provides  contributions or benefits for one or  more
      Owner-Employees  who control one or more other trades or businesses,
      the employees of the other trades or  businesses must be included in
      a Plan  which satisfies  Code   401(a)  and (d)  and which  provides
      contributions and  benefits not  less  favorable  than provided  for
      Owner-Employees under  this Plan.  If an individual is covered as an
      Owner-Employee under the Plans  of two or more trades or  businesses
      which are  not controlled  and the  individual controls  a trade  or
      business, then the contributions or benefits  of the employees under
      the Plan of  the trades or businesses  which are controlled must  be
      as favorable  as those  provided for  him under  the most  favorable
      plan of the trade or business which is not controlled.

          For purposes of the preceding  paragraphs, an Owner-Employee, or
      two or more Owner-Employees,  will be considered to control a  trade
      or business  if the  Owner-Employee, or two or  more Owner-Employees
      together:

              (a) own the entire  interest in an unincorporated  trade or
      business, or
(b) in the  case  of a  partnership,  own more  than  fifty
      percent  (50%)  of  either  the  capital  interest  or  the  profits
      interest in the partnership.

         For  purposes of the  preceding sentence, an  Owner-Employee, or
      two or more Owner-Employees shall be treated as owning any  interest
      in  a partnership  which  is owned,  directly  or indirectly,  by  a
      partnership  which  such  Owner-Employee,  or   such  two  or   more
      Owner-Employees,  are considered  to control  within the  meaning of
      the preceding sentence.

               ARTICLE XVII.  GENERAL PROVISIONS RELATING TO THE
                   VOLUME SUBMITTER PLAN AND TRUST AGREEMENT

         17.1      Amendment of Plan.   Except for those  powers given  to
      each adopting  Employer under Section  16.1, each  adopting Employer
      recognizes that  the Sponsor  has the  sole and  exclusive right  to
      amend any  and all  provisions of  this Agreement,  except that  the
      Sponsor  shall not have the right to make an amendment the effect of
      which  would  be  to  increase  the  contributions  required  of  an
      Employer as  stated in this  instrument nor shall  any amendment  be
      made  the result of which  would permit any contributions made to an
      Employer's  Plan to revert  to the Employer  or to  be used  for any

                       (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -71-
purpose other  than for  the exclusive  benefit of  the Participants
      and  their beneficiaries.   Any  amendment so  made by  the  Sponsor
      shall be binding on the Employer and  all Participants in the  Plan.
      Employer shall be promptly  furnished with a copy of each  amendment
      made to this Plan by the Sponsor.

         17.2      Merger or Transfer of Plan and Trust.    Neither   this
      Plan  and  Trust  nor  the  Employer's  Plan  shall  be  merged   or
      consolidated  with,   nor  shall  any   assets  or   liabilities  be
      transferred to, any other plan, unless the benefits payable to  each
      Participant  as if the  Plan was  terminated immediately  after such
      action would be equal to  or greater than the benefits to which such
      Participant  would have  been  entitled as  if  this Plan  had  been
      terminated immediately before such action.

         17.3     Construction.    This FRIDAY,  ELDREDGE &  CLARK VOLUME
      SUBMITTER  DEFINED CONTRIBUTION  PLAN AND  TRUST AGREEMENT  has been
      established  with  the  intent  that   an  Employer  adopting  these
      provisions shall qualify as  a defined contribution  plan under Code
       401.  Accordingly, all terms and  provisions contained herein shall
      be construed,  administered and enforced so  as to be in  compliance
      with the requirements under  the Code and the ERISA.   Additionally,
      where not preempted by  federal law, an Employer Plan adopting  this
      FRIDAY, ELDREDGE & CLARK VOLUME  SUBMITTER DEFINED CONTRIBUTION PLAN
      AND TRUST  AGREEMENT shall be  construed, administered  and enforced
      in accordance with the laws of the State of  Arkansas.  Except where
      otherwise indicated by the context,  any masculine terminology  used
      herein  also  includes  the   feminine,  and  vice  versa,  and  the
      definition of  any term herein  in the singular  shall also  include
      the plural, and vice versa.
17.4     Number and Counterparts.  This FRIDAY, ELDREDGE & CLARK
      VOLUME SUBMITTER DEFINED CONTRIBUTION PLAN  AND TRUST AGREEMENT  and
      the  Adoption   Agreement  may  be   executed  in   any  number   of
      counterparts, each  of which,  when duly executed  by the  Employer,
      shall be deemed  to be  original, but  all of  which shall  together
      constitute but  one instrument which  may be  sufficiently evidenced
      by any counterpart.

         17.5     Severability.   In case any provision of this Prototype
      Variable Plan and Trust  Agreement shall be held illegal or  invalid
      for any reason, said  illegality or invalidity shall not affect  the
      remaining  provisions but shall be fully severable  and this FRIDAY,
      ELDREDGE &  CLARK VOLUME  SUBMITTER  DEFINED  CONTRIBUTION PLAN  AND
      TRUST AGREEMENT shall be  construed and enforced as if said  illegal
      or invalid provisions had never been inserted.

                     (C)  2001 FRIDAY, ELDREDGE & CLARK

                                     -72-
Exhibit 4.5

                           AMENDMENT NO. 1 TO THE
                     EURONET SERVICES INC. 401(K) PLAN

           This    Amendment     is     made   this    20th   day   of
      December,    2000,    by     Euronet    Services    Inc.    (the
      "Employer") to  the  Euronet   Services Inc.  401(k)  Plan  (the
      "Plan").

           Pursuant to Article  XVI of  the Plan, the  Employer hereby
      amends  and  modifies Paragraphs  5.1 and  5.2  of  the Adoption
      Agreement,  as set forth on  the attached pages five (5) and six
      (6), in  order to provide  that, effective for Participants  who
      terminate employment on or after December 31, 2000, the  vesting
      schedule will be amended as attached.

           Where   not  inconsistent  herewith,  all   the  terms  and
      provisions  of the  Plan  shall  remain in  full  force  and the
      Employer  hereby  ratifies  and  confirms the  Plan,  as amended
      herein.

           EXECUTED the date first set forth above.

                                         EURONET SERVICES INC.

      By:______________________________________

      Title:___________________________________
3.10 Distribution Upon Attainment of 59 and 1/2 or Hardship.

           A  Participant's   Elective  Deferrals   Account  shall  be
           distributable upon attainment of age 59 and 1/2.

           A Participant's  Elective Deferrals  Account  shall not  be
           distributable  upon  the  Hardship of  the  Participant  as
           defined in Section 3.8(b).

        ARTICLE IV.  CONTRIBUTION FOR A PARTICIPANT WHO TERMINATES

      4.1  Prior  to Death,  Disability or Retirement.   A Participant
           whose employment is  terminated prior to  Death, Disability
           or attainment  of Normal  Retirement Age with  at least the
           Minimum Hours of Service during the Plan Year, as specified
           in Paragraph  3.3, and who is not employed on  the last day
           of  the Plan Year shall not share in Employer contributions
           for such Plan Year.

      4.2  Upon Death, Disability or Retirement.  A Participant  whose
           employment  is   terminated  upon   Death,  Disability,  or
           attainment  of Normal  Retirement Age during the  Plan Year
           without the Minimum Hours  of Service during the Plan Year,
           as specified  in Paragraph 3.3,  or who is  not employed on
           the  last day  of  the Plan  Year shall  share  in Employer
           contributions for such Plan Year.

      4.3  Required Allocation  for Qualification.   If a  Participant
           who is  not employed  on the last  day of the Plan  Year is
           required  to  be  credited with  more  than  500  Hours  of
           Service,  and,  as  a   result  of  the  failure  of   such
           Participant to  receive an  allocation the  Employer's Plan
           fails to meet the  requirements of  Code  410(b), then  the
           minimum  number   required  (taking   into   account   such
           Participants on the basis of the highest number of Hours of
           Service  and then  in descending order thereafter)  to meet
           the coverage  tests under  Code   410(b)  of the  group  of
           Participants who were  not employed on the  last day of the
           Plan Year shall receive a full allocation.

                            ARTICLE V.  VESTING

      5.1  Rate.  The  nonforfeitable interest of each  Participant in
           his or her  Employer Contribution Account balance  prior to
           the   Participant's  Normal   Retirement   Age,   Death  or
           Disability shall  be determined  pursuant to  the following
           schedule:
Years of Service
                       ----------------
                         for Vesting               Vested Percentage
                         -----------               -----------------

                             0-1                    0%
                              2                     0%
                              3                     60%
                              4                     80%
                              5 or more             100%

          5.2  Top  Heavy  Rate.    Notwithstanding  the  vesting  rate  in
               Paragraph 5.1, for  each Plan year  in which the  Employer's
               Plan is a Top Heavy Plan  (as defined in Section 9.1 of  the
               Plan), the following vesting schedule shall apply:

                          (C)  2000 FRIDAY, ELDREDGE & CLARK
                                         -6-
Years of Service
                       ----------------
                         for Vesting               Vested Percentage
                         -----------               -----------------

                             0-1                    0%
                              2                     20%
                              3                     60%
                              4                     80%
                              5 or more             100%

               If the vesting schedule under the Employer's  Plan shifts in
               or out of  the above  Top Heavy schedule  for any Plan  Year
               because of  the Plan's  Top Heavy status,  such shift  is an
               amendment  to the  vesting  schedule  and  the  election  in
               Section 16.1 of the Plan applies.

          5.3  Years of  Service for Vesting.   The term "Years  of Service
               for  Vesting" shall mean all  complete or partial Plan Years
               during which  an Employee has  not less than 1,000  Hours of
               Service with the Employer, except for Years of Service prior
               to age 18.

               Notwithstanding the foregoing  to the contrary, in  the case
               of a Participant who does not  have any nonforfeitable right
               to an accrued  benefit derived from  Employer contributions,
               Years  of Service for  Vesting before any  One-Year Break in
               Service  shall be disregarded  if the number  of consecutive
               One-Year Breaks in Service equals or exceeds 5.

          5.4  Unrelated and Predecessor  Employers.  Years of  Service for
               Vesting shall  include service with the  following unrelated
and  predecessor  employers:    Euronet  Services  Inc.  and
               Arkansas Systems, Inc.

               Years  of Service  for Vesting  with  a Related  Employer as
               defined in  Section 1.28 of the Plan  or with a  predecessor
               Employer,   if  the  Employer  maintains  the  Plan  of  the
               predecessor  Employer, will be  treated as service  with the
               Employer.

          5.5  Normal  Retirement   Age.    For  each   Participant  Normal
               Retirement Age is  the later of age sixty  (60) or the fifth
               (5th)  anniversary  of  the  Participant's  commencement  of
               participation in the Plan.

                              ARTICLE VI.  DISTRIBUTIONS

          6.1  Benefit  Payment  Date.   If  a  Participant  has terminated
               employment  for any reason  other than Death  or Disability,
               distributions will  commence within 60  days (or as  soon as
               possible thereafter) after  the  Participant  terminates his
               employment and files his benefit election form.

               Distributions upon Death or Disability shall commence within
               60  days  (or as  soon  as  reasonably possible)  after  the
               Participant's Death or Disability.

               Distributions  (except   for  distributions   from  Elective
               Deferral  or Qualified  Non-elective Contribution  Accounts)
               may  commence   prior  to  termination  of  a  Participant's
               employment in the event the Participant has attained age 59-
               1/2.

          6.2  Optional Forms of Benefits.   The form of payment (which may
               be distributed  in money or in property) shall be one of the
               following methods as the Participant or his Beneficiary, may
               determine:

               (a)  Single Lump Sum Payment.

                          (C) 2000 FRIDAY, ELDREDGE & CLARK
                                         -7-
Exhibit 4.6

                             ADOPTION AGREEMENT

                          FRIDAY, ELDREDGE & CLARK
                              VOLUME SUBMITTER
                       SALARY DEFERRAL PLAN AND TRUST

      Euronet Services  Inc. hereby adopts this Salary Deferral Plan and
      Trust Agreement  sponsored  by  FRIDAY, ELDREDGE  &  CLARK.   This
      Adoption  Agreement  and  the  Plan  and  Trust Agreement  to  the
      FRIDAY,  ELDREDGE &  CLARK  VOLUME SUBMITTER  DEFINED CONTRIBUTION
      PLAN AND  TRUST  shall  constitute the  Employer's  Plan when  the
      Adoption  Agreement  has   been  completed  and  executed  by  the
      Employer and accepted  by the Employer's  designated Trustee.  For
      purposes of  this Plan, the Employer  shall be allowed  to make up
      to  3  substantive  revisions or  modifications  to  this Adoption
      Agreement  that actually  change  the  language set  forth  herein
      provided that  such  revisions  do not  discriminate  in favor  of
      Highly Compensated  Employees and are  ultimately approved by  the
      Key  District of  the Internal Revenue  Service where  the Plan is
      submitted for a favorable determination letter.

                         ARTICLE I.  IDENTIFICATION

      1.1 "Employer" means Euronet Services Inc.

          Employer shall  also  mean the  following Related  Employers:
          Arkansas Systems, Inc.

      1.2 "Eligible Employee" shall mean all Employees  of the Employer
          as defined  in Section  1.12  of the  Plan except  for  those
          Employees in the following categories:

          (a)    Employees included in a unit of Employees covered by a
                 collective bargaining agreement  between the  Employer
                 and Employee representatives,  if retirement  benefits
                 were the subject of good  faith bargaining.  For  this
                 purpose, the term  "employee representatives" does not
                 include any  organization  more  than  half  of  whose
                 members  are  Employees who  are  owners,  officers or
                 executives of the Employer.
(b)    Employees  who  are  nonresident  aliens  (within  the
                 meaning of  Section 7701(b)(1)(B) of the Code) and who
                 receive  no  earned  income  (within  the  meaning  of
                 Section 9119(d)(2)  of  the Code)  from  the  Employer
                 which  constitutes  income  from  sources  within  the
                 United States (within the meaning of Section 861(a)(3)
                 of the Code).

      1.3 "Fiscal Year"  means the  accounting period  of the  Employer
          which ends on December 31.

      1.4 "Plan"  means the  Salary  Deferral  Plan evidenced  by  this
          Agreement  and all subsequent  amendments thereto,  and which
          shall  be  titled  the  Euronet  Services  Inc.  401(k)  Plan
          (formerly the Arkansas Systems, Inc. 401(k) Plan).

      1.5 "Trust" means the trust created by this Agreement,  and known
          as  the  Euronet Services  Inc.  401(k)  Trust (formerly  the
          Arkansas Systems, Inc. 401(k) Trust).

      1.6 "Effective  Date" of the original Plan  means October 1, 1989
          and the Effective Date of this Amendment is January 1, 2000.

                       (C) 2000 FRIDAY, ELDREDGE & CLARK
1.7 "Plan Administrator"  means the individual, committee  or the
          Employer designated by the Employer pursuant to  Section 13.1
          of  the Plan who shall be charged  with the management of the
          Plan  operations and its administration and  who shall be the
          Named Fiduciary as required by the Employee Retirement Income
          Security  Act of  1974.   The current  Plan Administrator  is
          Euronet Services Inc.

      1.8 "Trustee" means  the person,  people or  corporation  holding
          legal title to the assets of the  Trust pursuant to the terms
          of this  Agreement and who is  appointed pursuant to  Section

          14.2.   The current Trustee is Jeff Newman.

      1.9 "Plan Year"  means the twelve  (12) consecutive  month period
          commencing with January 1 and ending on December 31.

             ARTICLE II.  ELIGIBILITY REQUIREMENTS - ENTRY DATES

          Each  Eligible  Employee of  the  Employer  shall participate
      commencing  on  the   following  Entry  Date  after  meeting   the
      following Age and Service requirements:

      2.1 Age.

          An Employee must have attained age twenty-one (21).
2.2 Service.

          Beginning with the first hour employed, an Employee must have
          been employed  for six (6)  months (cannot be  used with more
          than 12 months unless  Paragraph 5.1 and 5.2 provide for 100%
          vesting upon  entry and Elective Deferrals  are not permitted
          under Paragraph 3.6).   An Employee shall  not be required to
          complete any specified number of Hours of Service  to receive
          credit for any months of service.

      2.3 Entry  Dates.     Every  Eligible  Employee   satisfying  the
          eligibility requirements  as of  the Effective  Date of  this
          Plan, if employed on  the adoption date, shall enter the Plan
          as  of the  Effective Date.   Every  other Eligible  Employee
          shall  become a  Participant on  the first  Entry Date  after
          satisfying the  Age and Service  requirements if  employed on
          such Entry Date which shall be the first day of the following
          calendar quarter (January 1, April 1, July 1, October 1).

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -2-
If a  Participant is eligible for  only part of  a Plan Year,
          only Compensation  received subsequent  to the  Participant's
          Entry  Date shall  be taken  into account.    In the  event a
          Participant is  no longer  a member  of an eligible  class of
          Employees and  becomes ineligible to participate  but has not
          incurred  a One-Year  Break  in Service,  such Employee  will
          participate immediately upon  returning to an eligible  class
          of Employees.  If such Participant incurs a One-Year Break in
          Service, eligibility shall be determined under Section 2.2 of
          the Plan.  In the event an Employee who is not a member of an
          eligible class  becomes a member of  an eligible class,  such
          Employee  will participate  immediately if such  Employee has
          satisfied  the Age  and Service  requirements and  would have
          otherwise previously become a Participant.

      2.4 Hours of Service for Year of Service for Eligibility.  A Year
          of  Service for Eligibility shall be  counted if the Employee
          received credit  for at least 1,000  Hours of Service  during
          the Eligibility Computation Period as provided in Section 2.3
          of the Plan.

      2.5 Unrelated  and Predecessor Employers.   Years of  Service for
          Eligibility  shall   include  service   with  the   following
          unrelated  and predecessor employers:   Euronet Services Inc.
          and Arkansas Systems, Inc.
Years  of Service for Eligibility with  a Related Employer as
          defined in  Section 1.28 of  the Plan or with  a  predecessor
          Employer,  if   the  Employer  maintains  the   Plan  of  the
          predecessor Employer,  will be  treated as  service with  the
          Employer.

      2.6 Election Not  to Participate.  An  Employee who is  otherwise
          eligible  for the  Plan may  file an  election with  the Plan
          Administrator choosing  to waive  participation in the  Plan.
          An election by a Participant who is a Partner with respect to
          the  Employer  must  be irrevocable.   No  election  shall be
          permitted  if  the Plan  Administrator  determines that  such
          election could cause the  Employer's Plan to fail to meet the
          minimum coverage requirements of Code  410(b).

                    ARTICLE III.  EMPLOYER'S CONTRIBUTION

      3.1 Amount of Contribution.

          For each Plan Year, the Employer may, in its discretion, make
          a contribution to the Plan.

      3.2 Allocation of Contributions.

          The  benefits provided  by  this  Plan  are  designed  to  be
          integrated  with Social  Security at  the  Integration Level.
          The Integration Level is  equal to the Taxable Wage Base (the
          maximum  amount  of  earnings  considered  wages  under  Code
          3121(a)(1) as of the beginning of the Plan Year).

          The Employer's contribution  (including forfeitures,  if any)
          will  be  allocated  to  each  Participant's Account  in  two
          stages.  Stage One Allocation will be determined as follows:
Stage One Allocation.    First,  each  Participant's   Excess
          Compensation  shall be  determined  by subtracting  an amount
          equal  to  the  Integration  Level   from  the  Participant's
          Compensation.   The sum of the  Excess Compensation, if  any,
          plus the  Participant's  total  Compensation  shall  then  be
          multiplied  by 5.7%  (not to  exceed the  Maximum Integration
          Rate as defined in Section 1.22  of the Plan).  The amount so
          determined  shall be the Stage One  Allocation which shall be
          credited to each  respective Participant's  Account.  In  the
          event   that    the   Employer's    contribution   (including
          forfeitures,  if any)  is not  sufficient to  fully fund  the
          Stage  One Allocation  of  all  Participants, the  Stage  One
          Allocation for  each Participant  will  be allocated  by  the
          Trustee  to each Participant's Account in  the ratio that the
          sum of  (a) each  Participant's Excess  Compensation and  (b)
          total Compensation bears to the sum of (a)  all Participant's
          Excess  Compensation  and  (b)  total   Compensation  of  all
          Participants.  In the event the Plan Year is less than twelve
          months,  then the Integration Level shall  be multiplied by a
          fraction equal to the number of months in the short Plan Year
          divided by twelve (12).   The Integration Level shall also be
          prorated, but on  an individual basis, with  respect to a new
          Participant who participates for less than a full  Plan Year.

          Stage Two Allocation.    If   the   Employer's   contribution
          exceeds  the sum  of all Stage  One Allocations,  the balance
          (referred to  in this Paragraph as  the Excess Contribution),
          if any, shall  be credited to the  Participant's Account in a
          Stage  Two  Allocation.    Stage  Two  Allocation   shall  be
          determined as follows:

          The Employer's Excess Contribution, if any, will be allocated
          to each  Participant's Account on  the same basis  and in the

          same  ratio  that   his  Compensation  bears  to   the  total
          Compensation of all Participants.

          This Plan  cannot be integrated with  Social Security if  the
          Employer also  adopts the  FRIDAY,  ELDREDGE &  CLARK  VOLUME
          SUBMITTER MONEY PURCHASE PENSION PLAN AND TRUST.

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -3-
3.3 Minimum  Hours of Service.  A  Participant must have received
          credit for  at least 1,000  Hours of Service  during the Plan
          Year to  receive an allocation of  Employer contributions and
          forfeitures for the Plan Year.

          If a  Participant is required  to be credited  with a minimum
          Hours of Service, and, as a result, the Employer's Plan fails
          to  meet the  requirements of Code   410(b) then  the minimum
          number required (taking into account such Participants on the
          basis of  the highest number of Hours of  Service and then in
          descending order thereafter) to meet the coverage tests under
          Code  410(b)  of the group  of Participants who  failed to be
          credited with  the Minimum Hours of  Service shall receive  a
          full allocation.

      3.4 Minimum Top Heavy Allocation.  Notwithstanding the allocation
          in Paragraph 3.2 and the Minimum Hours of Service requirement
          in Paragraph 3.3, for  each Plan year in which the Employer's
          Plan  is a Top Heavy  Plan (as defined in  Section 9.1 of the
          Plan),   a   Minimum   Top  Heavy   Allocation   of  Employer
          contributions  and  forfeitures, if  any,  shall  be made  as
          follows:

          (a)    if the  allocation of  contributions  and  forfeitures
                 (including Elective  Deferrals, Matching Contributions
                 or  Qualified Matching Contributions), if any,  to any
                 Key Employee  is equal to  or greater than  3% of such
                 Key Employee's Compensation for a  Plan Year, then the
                 contributions  and  forfeitures  (other than  Elective
                 Deferrals,   Matching   Contributions   or   Qualified
                 Matching Contributions)  allocated to all Participants
                 who are  employed on  the last  day of the  Plan Year,
                 other than Key Employees, shall amount to 3%  of their
                 respective Compensation.

          (b)    except in  the case where the  Employer has a  defined
                 benefit  plan which  designates this  Plan to  satisfy
                 Code   401,  if the  allocation  of  contributions and
                 forfeitures  (including  Elective Deferrals,  Matching
                 Contributions or Qualified Matching Contributions), if
                 any,  pursuant to  Paragraph 3.2  to any  Key Employee
                 does  not equal  or exceed 3%  of such  Key Employee's
                 Compensation for a  Plan Year, then the  contributions
                 and  forfeitures   (other  than   Elective  Deferrals,
                 Matching    Contributions   or    Qualified   Matching
                 Contributions) allocated to all other Participants who
                 are employed on  the last day of  the Plan Year, other
                 than Key Employees, shall equal the highest percentage
                 allocated to any Key Employee.
(c)    If  the Participants,  other  than Key  Employees, are
                 participating  in  a  defined  benefit  plan  then the
                 contributions  and  forfeitures  (other than  Elective
                 Deferrals,   Matching   Contributions   or   Qualified
                 Matching Contributions)  allocated to all Participants
                 who are  employed on  the last  day of the  Plan Year,
                 other than Key Employees, shall amount to 5%  of their
                 respective Compensation.

          A Participant shall share in the Minimum Top Heavy Allocation
          regardless  of  their failure  to  complete  1,000  Hours  of
          Service during  the Plan Year.   If a  Participant enters the

          Plan on an  Entry Date other than  the first day of  the Plan
          Year, for  purposes of the Minimum  Top Heavy Allocation  the
          Participant's  Compensation for the entire Plan Year shall be
          taken into account.

          Notwithstanding  the  foregoing, if  the Employer  adopts the
          FRIDAY,  ELDREDGE  & CLARK  VOLUME  SUBMITTER  MONEY PURCHASE
          PENSION PLAN, the Minimum Top Heavy Allocation shall  be made
          to that Plan.

      3.5 Shared  Employee  Allocation.   If  an Employee  is  a Shared
          Employee  as  defined  in  Section  1.30  of  the  Plan,  the
          allocation  for   such  Employee  shall   be  determined   by
          multiplying the contribution calculated  under the Plan as if
          the Shared Employee were employed exclusively by the Employer
          and received  all Compensation  (including  all  Compensation
          paid to the Shared  Employee by all of the sharing employers)
          from the Employer,  by a fraction, the  numerator of which is
          the amount  of Compensation paid the  Shared Employee by  the
          Employer  and  the denominator  of  which  is the  amount  of
          Compensation paid the Shared Employee by the Employer and all
          other sharing employers.  The calculation of the contribution
          and  allocation  shall   be  consistent   with  Treas.   Reg.
          1.414(o)-1(f).

                         2000 FRIDAY, ELDREDGE & CLARK

                                     -4-
3.6 Elective Deferrals.   A Participant may elect  to have his or
          her  Compensation  reduced  by  the  following percentage  or
          amount  per pay  period,  or for  a specified  pay  period or
          periods, as designated in writing to the Plan Administrator:

          An  amount   not  in  excess  of   22%  of  a   Participant's
          Compensation.

          A Participant shall designate the amount and frequency of his
          or her Elective Deferrals in the form and manner specified by
          the Plan Administrator.  A Participant may elect  to commence
          Elective  Deferrals  as  of the  first day  of  each calendar
          quarter  (January 1,  April  1,  July  1,  October  1).     A
          Participant may modify the amount of Elective Deferrals as of
          the  first day of each calendar  quarter (January 1, April 1,
          July   1,   October 1).     An   election   cannot  be   made
          retroactively.

      3.7 Matching  Contributions.   The  Employer  will  make Matching
          Contributions to the Plan on behalf of Participants  who make
          Elective Deferrals.

          (a)    The Employer will  make Matching Contributions  to the
                 Plan on  behalf of all Participants  who make Elective
                 Deferrals  of  at  least   4%  of  the   Participant's
                 Compensation, except as provided in Paragraphs 3.3 and
                 4.1 of the Adoption Agreement.

          (b)    The Employer  shall  contribute and  allocate to  each
                 Participant's Matching  Contribution Account an amount
                 equal to  50% of  the Participant's Elective  Deferral
                 made for such Plan Year.  However, the  Employer shall
                 not match  Elective Deferrals in excess  of 6% of  the
                 Participant's Compensation.

          (c)    Matching Contributions will be subject to the  vesting
                 schedule applicable  to Employer  contributions, other
                 than Elective Deferrals, under the Plan.

          (d)    Forfeitures of Excess Aggregate Contributions shall be
                 applied to reduce Employer contributions for  the Plan
                 Year in  which the excess arose.   If the  forfeitures
exceed  Employer  contributions  or  the  Employer has
                 already contributed  for such  Plan Year,  the  excess
                 portion shall be allocated after all other forfeitures

                 under the Plan, to  the Matching Contribution  Account
                 of each  Participant who  is a  Non-highly Compensated

                 Employee  who  makes Elective  Deferrals in  the ratio
                 which each  such Participant's  Compensation  for  the
                 Plan  Year  bears to  the  total  Compensation of  all

                 Participants for such Plan Year.

          (e)    Forfeitures  from  the  Matching Contribution  Account
                 upon  Termination  of  Employment   shall  reduce  the
                 Employer Matching  Contribution for the  Plan Year  in
                 which the forfeiture occurred.

          (f)    Notwithstanding Sections 3.5(a)(3)  and 3.7(b)  of the
                 Plan  to  the  contrary,  Matching  Contributions  and
                 Qualified Matching  contributions, if  any,  shall  be
                 forfeited   and    disregarded   in   performing   the
                 discrimination  test  for  Matching Contributions  set
                 forth  in Section 3.5(b) if the contributions to which
                 they  relate  are  Excess  Elective  Deferrals, Excess
                 Contributions,  Excess Aggregate  Contributions  or an
                 Excess Amount.

          (g)    Notwithstanding  any  provision  in  the Plan  to  the
                 contrary,  the   Employer  reserves   the   right   to
                 discontinue   or    modify   the   Employer   Matching
                 Contribution at any time.

      3.8 Qualified  Non-elective Contributions.  The Employer will not
          make Qualified Non-elective Contributions to the Plan.

      3.9 Qualified Matching Contributions.  The Employer will not make
          Qualified Matching Contributions to the Plan.
3.10 Distribution Upon Attainment of 59 and 1/2 or Hardship.

          A  Participant's   Elective  Deferrals   Account   shall   be
          distributable upon attainment of age 59 and 1/2.

          A  Participant's Elective  Deferrals  Account  shall  not  be
          distributable upon the Hardship of the Participant as defined
          in Section 3.8(b).

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -5-
ARTICLE IV.  CONTRIBUTION FOR A PARTICIPANT WHO TERMINATES

      4.1 Prior to  Death, Disability  or  Retirement.   A  Participant
          whose employment is terminated  prior to Death, Disability or
          attainment of Normal Retirement Age with at least the Minimum
          Hours  of  Service during  the  Plan  Year, as  specified  in
          Paragraph 3.3, and who is not employed on the last day of the
          Plan Year shall not share in Employer contributions  for such
          Plan Year.

      4.2 Upon Death, Disability  or Retirement.   A Participant  whose
          employment  is   terminated  upon   Death,   Disability,   or
          attainment  of Normal  Retirement  Age during  the Plan  Year

          without the Minimum Hours of Service during the Plan Year, as
          specified in  Paragraph 3.3,  or who  is not employed  on the
          last  day   of  the  Plan  Year   shall  share  in   Employer
          contributions for such Plan Year.

      4.3 Required Allocation for Qualification.   If a Participant who
          is not employed on the last day of the Plan Year is  required
          to be credited with more than 500 Hours of Service, and, as a
          result  of  the  failure of  such Participant  to  receive an
          allocation the Employer's Plan fails to meet the requirements
          of  Code  410(b),  then the  minimum number  required (taking
          into account  such Participants on the  basis of the  highest
          number  of  Hours  of Service  and then  in  descending order
          thereafter) to meet the coverage tests under Code   410(b) of
          the group of  Participants who were not  employed on the last
          day of the Plan Year shall receive a full allocation.

                            ARTICLE V.  VESTING

      5.1 Rate.  The nonforfeitable interest of each Participant in his
          or her  Employer Contribution  Account balance  prior to  the
          Participant's  Normal  Retirement  Age,  Death  or Disability
          shall be determined pursuant to the following schedule:
Years of Service
                       ----------------
                         for Vesting              Vested Percentage
                         -----------              -----------------

                             0-1                    0%
                              2                     0%
                              3                     20%
                              4                     40%
                              5                     60%
                              6                     80%
                              7 or more             100%

          5.2    Top  Heavy  Rate.   Notwithstanding  the  vesting rate  in
                 Paragraph 5.1, for each Plan year in which the  Employer's
                 Plan is a Top Heavy Plan (as defined in Section 9.1 of the
                 Plan), the following vesting schedule shall apply:

                       Years of Service
                       ----------------
                         for Vesting              Vested Percentage
                         -----------              -----------------

                             0-1                    0%
                              2                     20%
                              3                     40%
                              4                     60%
                              5                     80%
                              6 or more             100%

              If  the vesting schedule  under the  Employer's Plan shifts in
              or  out of  the above  Top Heavy  schedule for  any Plan  Year
              because  of the  Plan's Top  Heavy status,  such shift  is  an
              amendment to the vesting  schedule and the election in Section
              16.1 of the Plan applies.

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -6-
5.3    Years of Service for Vesting.   The term "Years of Service
                 for Vesting" shall mean all complete or partial Plan Years
                 during which an Employee has  not less than 1,000 Hours of
                 Service  with the  Employer, except  for Years  of Service
                 prior to age 18.

              Notwithstanding the foregoing to  the contrary, in the case of
              a  Participant who does  not have  any nonforfeitable right to
              an accrued benefit  derived from Employer contributions, Years
              of  Service for Vesting  before any  One-Year Break in Service
              shall  be disregarded  if the  number of  consecutive One-Year
              Breaks in Service equals or exceeds 5.

          5.4    Unrelated and Predecessor Employers.  Years of Service for
                 Vesting shall include service with the following unrelated
                 and  predecessor employers:    Euronet Services  Inc.  and
                 Arkansas Systems, Inc.

              Years of  Service  for  Vesting  with a  Related  Employer  as
              defined in  Section 1.28  of the Plan  or with a   predecessor
              Employer,   if  the   Employer  maintains  the   Plan  of  the
              predecessor  Employer, will  be treated  as service  with  the
              Employer.

          5.5    Normal  Retirement  Age.    For  each  Participant  Normal
                 Retirement Age is the later of age sixty (60) or the fifth
                 (5th)  anniversary  of the  Participant's  commencement of
                 participation in the Plan.
ARTICLE VI.  DISTRIBUTIONS

          6.1    Benefit Payment  Date.   If a  Participant has  terminated
                 employment for any reason other  than Death or Disability,
                 distributions will commence within 60 days (or as soon  as
                 possible thereafter) after the  Participant terminates his
                 employment and files his benefit election form.

              Distributions upon Death  or Disability shall commence  within
              60  days  (or  as  soon  as  reasonably  possible)  after  the
              Participant's Death or Disability.

              Distributions   (except  for   distributions   from   Elective
              Deferral  or Qualified Non-elective Contribution Accounts) may
              commence  prior to  termination of  a Participant's employment
              in the event the Participant has attained age 59-1/2.

          6.2    Optional Forms of  Benefits.  The  form of payment  (which
                 may be distributed  in money or in property)  shall be one
                 of  the  following  methods  as  the  Participant  or  his
                 Beneficiary, may determine:

              (a)    Single Lump Sum Payment.

              (b)    Direct Transfer of  an Eligible Rollover  Distribution
                     as defined in Section 1.11 of  the Plan to an Eligible
                     Retirement  Plan  as defined  in Section  1.10  of the
                     Plan.

              (c)    Periodic Payments over a period certain not  extending
                     beyond the life expectancy  of the Participant or  the
                     joint  and last survivor expectancy of the Participant
                     and a designated Beneficiary.

                         (C) 2000 FRIDAY, ELDREDGE & CLARK

                                       -7-
ARTICLE VII.  INVESTMENTS

          7.1    Assets  Will   be  Invested  at   the  Direction   of  the
                 Participant pursuant to Section 14.6 of the Plan.

          7.2.   Loans to  Participants shall  be permitted  as a  directed
                 investment of the Participant.  Notwithstanding  any other
                 provisions in  the Plan  to  the contrary,  the number  of
                 participant loans outstanding in  any 12-month consecutive
                 period shall  be one  (1).  The  minimum number  of months
                 between loans  shall be six  (6).  Loans shall  be granted
                 only upon the  Hardship of the  Participant as defined  in
                 Section 3.8(b), but not in excess of the amount  necessary
                 to meet the Hardship.

                       ARTICLE VIII.  MULTIPLE PLAN LIMITATIONS

          8.1    Limitation on Allocations.   If the Employer  maintains or
                 has  ever maintained another qualified  plan (other than a
                 defined contribution plan  which is a Master  or Prototype
                 plan) in  which any Participant is (or  was) a participant
                 or  could become a participant, the Employer must complete
                 this  Paragraph.   The  Employer must  also  complete this
                 Paragraph  if  it  maintains a  welfare  benefit  fund, as
                 defined in Code  419(e), or an individual medical account,
                 as defined  in Code   415(l)(2)) under  which amounts  are
                 treated   as  annual   additions  with   respect   to  any
                 Participant in this Plan.
(a)    If the Participant is covered under another  qualified
                     defined contribution plan maintained by  the Employer,
                     other  than  a   Master  or  Prototype   plan,  Annual
                     Additions which may  be credited to the  Participant's
                     Account under  this Plan  for  any Plan  Year will  be
                     limited as follows:

                     X  In accordance with  Section 8.2 of the Plan  as  if
                     -  the other Plan were a Master or Prototype Plan.

                     _  Other method (Attach Exhibit).

              (b)    If the Participant  is or has ever  been a Participant
                     in a defined benefit plan maintained by the Employer:

                 (1) Annual  Additions   which  may  be  credited   to  the

                     Participant's  Account  for  any  Plan  Year  will  be
                     limited as follows:

                     X   If   the   Employer's  contribution   that   would
                     -   otherwise  be   allocated  to   the  Participant's
                         Account during the Limitation Year would cause the
                         1.0  limitation  to  be  exceeded, the  allocation
                         under this Plan will be reduced so that the sum of
                         the fractions equals  1.0.  Any contributions  not
                         allocated because of  the preceding sentence  will
                         be allocated to  the remaining Participants  under
                         the allocation formula under  the Employer's Plan.
                         If the 1.0  limitation is  exceeded because of  an
                         Excess Amount, such Excess  Amount will be reduced
                         in accordance with Section 8.1(d) of the Plan.

                         Other method (Attach Exhibit).
                     -

                 (2) The Minimum  Top Heavy Allocation under  Paragraph 3.4
                     shall be determined as follows:

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                      -8-
X   No override.
                     -

                         If the Participants, other than Key Employees, are
                     -   not participating  in  a defined  benefit plan  by
                         substituting 4% for 3%.

                         If the Participants, other than Key Employees, are
                     -   participating  in  a   defined  benefit  plan   by
                         substituting 7 1/2% for 5%.

          8.2    Top   Heavy  Ratio   Determination.     For  purposes   of
                 establishing present value to compute the Top  Heavy Ratio
                 (as defined in Section 9.1  of the Plan) any benefit shall
                 be discounted only for mortality and interest based on the
                 following factors:  Interest Rate:  7%    Mortality Table:
                 1983 IAV

                    ARTICLE IX.  DETERMINATION LETTER REQUIREMENT

          9.1    Reliance on Opinion Letter.  The adopting Employer may not
                 rely on  the notification  letter issued  by the  Internal
                 Revenue Service  as evidence  that this plan  is qualified
                 under Code  401.  In order to obtain reliance with respect
                 to  plan qualification,  the  Employer  must apply  for  a
                 determination  letter  from the  appropriate  Key District
                 Director of Internal Revenue Service.

              This Adoption Agreement may  be used only  in conjunction with
              the   FRIDAY,  ELDREDGE  &   CLARK  VOLUME  SUBMITTER  DEFINED
              CONTRIBUTION PLAN AND TRUST AGREEMENT - Basic Plan Document.

                                 ARTICLE X.  SPONSOR

          10.1   The failure  to properly fill out  this Adoption Agreement
                 may result in disqualification of  the Plan.  This Plan is
                 sponsored  by  Friday,  Eldredge  &  Clark,  2000  Regions
                 Center, 400 W.  Capitol, Little Rock, AR,  (501) 376-2011.
                 The  Sponsor will  inform  the Employer  of this  Adoption
                 Agreement of any  amendments made to  this document or  of
                 the discontinuance or abandonment of the plan document.

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                    -9-
EFFECTIVE DATE ADDENDUM
                        VOLUME SUBMITTER SALARY DEFERRAL PLAN
                                (Restated Plans Only)

              The adopting Employer must  complete this addendum only if the
          amended Effective Date specified in Paragraph 1.6 of the Adoption
          Agreement Section  is different  than the amended  effective date
          for at least one of the provisions  listed in this addendum.  For
          Plan Years prior to the special amended Effective Date above, the
          terms of the Employer's Plan prior to its restatement pursuant to
          this  Adoption Agreement  will control.   The Effective  Dates in
          this addendum may  not result  in the delay  of a Plan  provision
          beyond the  permissible Effective Date  under any  applicable law
          requirements.  In lieu of the amended Effective Date in Paragraph
          1.6 of  the Adoption  Agreement, the following  special effective
          dates apply: (Choose whichever elections apply)

              ARTICLE II.     ELIGIBILITY REQUIREMENTS - ENTRY DATES.
           -

                 Effective for Plan Years beginning after
                                                         -----------------.

              ARTICLE III.    EMPLOYER'S CONTRIBUTION.

                 (a) Paragraph 3.1  is effective for  Plan Years  beginning
             -       after
                          -----------------.
             -   (b) Paragraph 3.2  is effective  for Plan Years  beginning
                     after
                          -----------------.
             -   (c) Paragraph 3.6  is effective  for Plan  Years beginning
                     after
                          -----------------.

              ARTICLE IV.     CONTRIBUTION    FOR    A   PARTICIPANT    WHO
          -                   TERMINATES.

                 Paragraph 4.3 of  the Adoption Agreement is  effective for
                 Plan Years commencing after December 31, 1989.
ARTICLE V. VESTING.
          -

                 The vesting schedule chosen in ARTICLE V is effective  for
                 Plan Years beginning after
                                           ---------------.

          X   (Specify)
          -

              Paragraph 1.8 is effective October 30, 2000.

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

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

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                     -10-
IN  WITNESS  WHEREOF,  EMPLOYER  AND  TRUSTEE  HAVE  CAUSED  THIS
          ADOPTION  AGREEMENT  to  be  duly  executed  this  ______  day of
          _____________________, 2000.

                                        EMPLOYER:

                                        EURONET SERVICES INC.

                                        By:_________________________

                                        Title:______________________

                                        ARKANSAS SYSTEMS, INC.

                                        By:_________________________

                                        Title:______________________

          The undersigned  hereby accepts his appointment as Trustee of the
          above  mentioned Plan and Trust and agrees to serve as such under
          the terms of  the Plan and Trust Agreement and provisions of this
          Adoption Agreement.

                                        TRUSTEE:

                                        _____________________________
                                        Jeff Newman

                       (C) 2000 FRIDAY, ELDREDGE & CLARK

                                    -11-
Exhibit 4.7

                           AMENDMENT NO. 2 TO THE
                     EURONET SERVICES INC. 401(K) PLAN

          This Amendment is made this 22nd day of May, 2001, by
     Euronet Services Inc. (the "Employer") to the Euronet  Services
     Inc. 401(k) Plan (the "Plan').

          Pursuant to Article XVI of the Plan, the Employer hereby
     amends and modifies Paragraphs 1.8 and 7.1 of the Adoption
     Agreement, as set forth on the attached pages two (2) and eight
     (8), in order to add Dan Henry and Kendall Coyne as Trustees, and
     in order to amend investment direction changes in a Participant's
     Matching Contribution Account.

          The Amendment to Paragraph 1.8 of the Adoption Agreement
     shall be effective May 22, 2001, and the Amendment to Paragraph
     7.1 of the Adoption Agreement shall be effective for the Plan
     Year ending December 31, 2000.

          Where not inconsistent herewith, all the terms and
     provisions of the Plan shall remain in full force and the
     Employer hereby ratifies and confirms the Plan, as amended
     herein.
EXECUTED the date first set forth above.

                                        EURONET SERVICES INC.

                                        By:___________________________

        We, Dan Henry and Kendall Coyne, after reviewing the Euronet
     Services Inc. 401(k) Plan and Trust, do hereby accept the office
     of Trustee and agree to abide by the terms and conditions of the
     Plan and Trust document as such terms and conditions relate to
     the responsibilities and obligations imposed upon the Trustee.

                                        TRUSTEES:

                                        _______________________________
                                        Dan Henry

                                        _______________________________
                                        Kendall Coyne
1.7  "Plan Administrator" means the individual, committee or the
          Employer designated by the Employer pursuant to Section 13.1
          of the Plan who shall be charged with the management of the
          Plan operations and its administration and who shall be the
          Named Fiduciary as required by the Employee Retirement
          Income Security Act of 1974.  The current Plan Administrator
          is Euronet Services Inc.

     1.8  "Trustee" means the person, people or corporation holding
          legal title to the assets of the Trust pursuant to the terms
          of this Agreement and who is appointed pursuant to Section
          14.2.   The current Trustees are Jeff Newman, Dan Henry and
          Kendall Coyne.

     1.9  "Plan Year" means the twelve (12) consecutive month period
          commencing with January 1 and ending on December 31.

            ARTICLE II.  ELIGIBILITY REQUIREMENTS - ENTRY DATES

          Each Eligible Employee of the Employer shall participate
     commencing on the following Entry Date after meeting the
     following Age and Service requirements:

     2.1  Age.

          An Employee must have attained age twenty-one (21).

     2.2  Service.

          Beginning with the first hour employed, an Employee must
          have been employed for six (6) months (cannot be used with
          more than 12 months unless Paragraph 5.1 and 5.2 provide for
          100% vesting upon entry and Elective Deferrals are not
          permitted under Paragraph 3.6).  An Employee shall not be
          required to complete any specified number of Hours of
          Service to receive credit for any months of service.
2.3  Entry Dates.  Every Eligible Employee satisfying the
          eligibility requirements as of the Effective Date of this
          Plan, if employed on the adoption date, shall enter the Plan
          as of the Effective Date.  Every other Eligible Employee
          shall become a Participant on the first Entry Date after
          satisfying the Age and Service requirements if employed on
          such Entry Date which shall be the first day of the
          following calendar quarter (January 1, April 1, July 1,
          October 1).

          If a Participant is eligible for only part of a Plan Year,
          only Compensation received subsequent to the Participant's
          Entry Date shall be taken into account.  In the event a
          Participant is no longer a member of an eligible class of
          Employees and becomes ineligible to participate but has not
          incurred a One-Year Break in Service, such Employee will
          participate immediately upon returning to an eligible class
          of Employees.  If such Participant incurs a One-Year Break
          in Service, eligibility shall be determined under Section
          2.2 of the Plan.  In the event an Employee who is not a
          member of an eligible class becomes a member of an eligible
          class, such Employee will participate immediately if such
          Employee has satisfied the Age and Service requirements and
          would have otherwise previously become a Participant.

     2.4  Hours of Service for Year of Service for Eligibility.  A
          Year of Service for Eligibility shall be counted if the
          Employee received credit for at least 1,000 Hours of Service
          during the Eligibility Computation Period as provided in
          Section 2.3 of the Plan.

     2.5  Unrelated and Predecessor Employers.  Years of Service for
          Eligibility shall include service with the following
          unrelated and predecessor employers:  Euronet Services Inc.
          and Arkansas Systems, Inc.

                        (C) FRIDAY, ELDREDGE & CLARK
                                    -2-
(b)  Direct Transfer of an Eligible Rollover Distribution as
               defined in  Section  1.11 of  the Plan  to an  Eligible
               Retirement Plan as defined in Section 1.10 of the Plan.

          (c)  Periodic Payments over  a period certain not  extending
               beyond  the life expectancy  of the Participant  or the
               joint  and last survivor  expectancy of the Participant
               and a designated Beneficiary.

                         ARTICLE VII.  INVESTMENTS

     7.1  Assets Will be Invested at the Direction of the  Participant
          pursuant to Section 14.6  of the Plan in investment  options
          made   available  by  the   Trustee.    Notwithstanding  the
          foregoing, commencing with the Plan Year ending December 31,
          2000, Matching  Contributions shall be  invested exclusively
          in  Employer stock (common stock of Euronet Services, Inc.),
          except a Participant who has attained age fifty-five(55) may
          direct the Trustee to  set all or a portion of  the Employer
          stock in the Participant's Matching Contribution Account and
          direct  the investment of  the proceeds pursuant  to Section
          14.6 of the Plan.

     7.2. Loans  to  Participants  shall be  permitted  as  a directed
          investment  of the  Participant.  Notwithstanding  any other
          provisions  in  the Plan  to  the  contrary,  the number  of
          participant loans  outstanding in  any 12-month  consecutive
          period  shall be  one (1).    The minimum  number of  months
          between loans shall be six (6).  Loans shall be granted only
          upon the  Hardship of the Participant as  defined in Section
          3.8(b), but  not in excess  of the amount necessary  to meet
          the Hardship.
ARTICLE VIII.  MULTIPLE PLAN LIMITATIONS

     8.1  Limitation on Allocations.  If the Employer maintains or has
          ever maintained another qualified plan (other than a defined
          contribution  plan which is  a Master or  Prototype plan) in
          which  any Participant  is (or was)  a participant  or could
          become  a  participant,  the  Employer  must  complete  this
          Paragraph.  The  Employer must also complete  this Paragraph
          if it maintains  a welfare benefit fund, as  defined in Code
           419(e), or  an individual  medical account,  as defined  in
          Code  415(l)(2)) under  which amounts are treated  as annual
          additions with respect to any Participant in this Plan.

          (a)  If  the Participant is  covered under another qualified
               defined contribution plan  maintained by the  Employer,
               other than a Master or Prototype plan, Annual Additions
               which  may be  credited  to  the Participant's  Account
               under this  Plan for any  Plan Year will be  limited as
               follows:

               X    In  accordance with Section 8.2  of the Plan as if
               -    the other Plan were a Master or Prototype Plan.

                    Other method (Attach Exhibit).
               -

          (b)  If the Participant is or has ever been a Participant in
               a defined benefit plan maintained by the Employer:

               (1)  Annual  Additions which  may  be  credited to  the
                    Participant's Account  for any Plan  Year will  be
                    limited as follows:

                    X    If  the  Employer's contribution  that  would
                    -    otherwise be  allocated to  the Participant's
                         Account  during  the  Limitation  Year  would
                         cause the 1.0 limitation  to be exceeded, the
                         allocation under this Plan will be reduced so
                         that  the sum  of the  fractions equals  1.0.
                         Any  contributions not  allocated because  of
                         the preceding  sentence will be  allocated to
                         the   remaining   Participants    under   the
                         allocation formula under the Employer's Plan.
                         If the 1.0

                         (C)  FRIDAY, ELDREDGE & CLARK
                                      -8-
Exhibit 4.8

                            AMENDMENT NO. 3 TO THE
                     EURONET SERVICES INC. 401(K) PLAN

           This Amendment  is made this  29TH day of  August, 2001, by
      Euronet Worldwide, Inc. (the "Employer") to the Euronet Services
      Inc. 401(k) Plan (the "Plan").

           Pursuant to  Article XVI of the  Plan, the  Employer hereby
      amends and modifies the Plan as follows:

               1.   Paragraph 1.4  is amended effective September  1, 2001,
                    to read as follows:

               "1.4  "Plan"  means the Salary Deferral Plan evidenced by this
               Agreement and  all subsequent amendments thereto,  and which
               shall be titled the Euronet Worldwide, Inc. 401(k) Plan."

               2.   Paragraph 3.4 is amended to read as follows:

               "3.4 Minimum Top Heavy Allocation.  Notwithstanding the
                    allocation  in Paragraph 3.2  and the Minimum  Hours of
                    Service requirement  in Paragraph  3.3,  for each  Plan
                    year in which  the Employer's Plan is a  Top Heavy Plan
                    (as defined in Section 9.1  of the Plan), a Minimum Top
                    Heavy   Allocation   of  Employer   contributions   and
                    forfeitures, if any, shall be made as follows:

                         (a)  if  the   allocation  of   contributions  and
                         forfeitures (including  Elective Deferrals,  Basic
                         Matching  Contributions,   Discretionary  Matching
                         Contributions      or      Qualified      Matching
                         Contributions),  if any,   to any Key  Employee is
                         equal to or greater than 3% of such Key Employee's
                         Compensation   for   a   Plan   Year,   then   the
                         contributions and forfeitures (other than Elective
                         Deferrals,    Basic     Matching    Contributions,
                         Discretionary Matching Contributions  or Qualified
                         Matching   Contributions)    allocated   to    all
                         Participants who are  employed on the last  day of
                         the  Plan Year,  other than  Key Employees,  shall
                         amount to 3% of their respective Compensation.
(b)  except in the  case where the Employer  has a
                         defined benefit plan which designates this Plan to
                         satisfy  Code  Section 401,  if  the allocation of
                         contributions and forfeitures  (including Elective
                         Deferrals,    Basic    Matching     Contributions,
                         Discretionary Matching Contributions  or Qualified
                         Matching  Contributions),  if   any,  pursuant  to
                         Paragraph 3.2 to  any Key Employee does  not equal
                         or exceed 3%  of such Key  Employee's Compensation
                         for  a  Plan  Year,  then  the  contributions  and
                         forfeitures (other than  Elective Deferrals, Basic
                         Matching  Contributions,   Discretionary  Matching
                         Contributions or Qualified Matching Contributions)
                         allocated  to  all  other   Participants  who  are
                         employed  on the last day of  the Plan Year, other
                         than  Key  Employees,   shall  equal  the  highest
                         percentage allocated to any Key Employee.

                         (c)  If   the   Participants,   other   than   Key
                         Employees, are participating  in a defined benefit
                         plan then the contributions and forfeitures (other
                         than    Elective    Deferrals,    Basic   Matching
                         Contributions,        Discretionary       Matching
                         Contributions or Qualified Matching Contributions)
                         allocated to all Participants  who are employed on
                         the last  day  of the  Plan Year,  other than  Key
                         Employees, shall amount to  5% of their respective
                         Compensation."

               3.   Paragraph   3.7   is  amended  by  replacing  the  term
           "Matching Contributions" with  "Basic  Matching  Contributions."

               4.   Subparagraph (d) of Paragraph 3.7 is amended as follows:

                         (d)  Forfeitures of Excess Aggregate Contributions
                         shall be applied  to reduce Employer contributions
                         for the Plan  Year in which the excess  arose.  If
                         the forfeitures  exceed Employer  contributions or
                         the Employer has already contributed for such Plan
                         Year, the excess portion shall be  allocated after
                         all  other  forfeitures  under the  Plan,  to  the
                         Matching Contribution Account  of each Participant
                         who is a Non-highly  Compensated Employee who made
                         Elective  Deferrals in  the ratio which  each such
                         Participant's Elective Deferrals for the Plan Year
                         between 4% and  6% of their Compensation  bears to
                         the total of such Elective Deferrals for such Plan
                         Year.
5.   Subparagraph  (f)  of  Paragraph  3.7  is  amended   by
           replacing  the  phrase  "Matching  Contributions  and  Qualified
           Matching  Contributions"  with  "Basic  Matching  Contributions,
           Discretionary  Matching  Contributions  and  Qualified  Matching
           Contributions."

               6.   Paragraph 3.11 is added to read as follows

                    "3.11     Discretionary Matching Contributions. The
                    Employer may, in its discretion, make a Discretionary
                    Matching Contribution to the Plan for a Plan Year.

                         (a)  The Discretionary Matching Contribution for a
                         Plan  Year, if  any, shall  be  allocated to  each
                         Participant s   Matching   Contribution   Account,
                         except  as provided in  Paragraphs 3.3 and  4.1 of
                         the  Adoption  Agreement, in  the  proportion that
                         their Elective Deferrals for the Plan Year between
                         4% and 6% of their Compensation bears to the total
                         of such Elective Deferrals for the Plan Year.

                         (b)  The Discretionary Matching  Contribution will
                         be subject to  the vesting schedule applicable  to
                         Employer   contributions,   other   than  Elective
                         Deferrals, under the Plan.

               Where  not   inconsistent  herewith,   all  the   terms  and
          provisions  of  the Plan  shall  remain  in  full force  and  the
          Employer  hereby ratifies  and  confirms  the  Plan,  as  amended
          herein.

               Except  as otherwise provided  above, this amendment  to the
          Adoption Agreement shall be effective January 1, 2000.

                                                  EURONET WORLDWIDE, INC.

                                                  By:______________________

                                                  Title:___________________
Exhibit 5.1

                       Friday, Eldredge & Clark, LLP
                            2000 Regions Center
                           400 W. Capitol Avenue
                        Little Rock, Arkansas 72201
                                501-376-2011
                           Telecopy 501-376-2147

                               October 17, 2001

     Euronet Worldwide, Inc.
     4601 College Boulevard
     Leawood, Kansas 66211

     Ladies and Gentlemen:

          We  have  acted as  counsel  to  Euronet  Worldwide, Inc. , a
     Delaware corporation  (the "Company"), with  respect to the filing
     by the Company  with the Securities and Exchange Commission  under
     the  Securities  Act  of  1933,  as  amended,  of  a  Registration
     Statement  on Form S-8 (the "Registration Statement") covering the
     issuance of up to  1,000,000 shares  of  the  Company's shares  of
     Common Stock,  par value $.02 per share (the "Shares").

          Based  on   our  review   of  the  Company's   organizational
     documents,  the option  plans  pursuant  to which  the  Shares are
     issuable and such other  documents and  records as we have  deemed
     necessary and appropriate, we  are of the opinion  that the Shares
     will,   when   sold,   be   legally   issued,   fully   paid   and
     non-assessable.

          In  connection  with this opinon, we have examined and relied
     upon,  without further investigation, the following in connnection
     with  rendering  the  opinions expressed herein:  (a) the Plan and
     the form of the Agreements;  (b) the Certificate of Incorporation,
     and  the  Company's  Bylaws;  (c) the Registration Statement,  (d)
     minutes  of  directors'  and  stockholders' meetings, and (e) such
     other  documents,  certificates,  records,  and oral statements of
     public  officials  and  the  officers  of the Company as we deemed
     necessary   for   the  purpose  of  rendering  opinions  expressed
     herein.

          In our examinations,  we  have assumed the genuineness of all
     signatures,  the  legal  capicity  of  all  natural  persons,  the
     authenticity,  accuracy   and   completeness   of   all  documents
     submitted  to  us  as   originals,   the  conformity  to  original
     documents   of   all  documents  submitted  to  us  as  certified,
     conformed,  or  photostatic  copies  or by facsimile or electronic
     mail,  and  the  authenticity  of  the  originals  from which such
     copies,   facsimiles,   or  electronic  transmissions  were  made.
     In  our  examination  of   documents,  including  the  Agreements,
     executed by persons, legal or natural,  other  than  the  Company,
     we have assumed that such persons  had  the   power, corporate  or
     otherwise, to enter into and perform all  obligations   thereunder
     and  that  such  documents  are valid and binding.   We have  also
     assumed the conformity of all Agreements  to the  form reviewed of
     such Agreements.

          This  opinion  letter is limited to the specific legal issues
     that  it  expressly  addresses, and accordingly, no opinion may be
     inferred  or  implied beyond the matters expressley stated in this
     letter.   We  express no opinion as to the law of any jurisdiction
     other  than  the General Corporation Law of the State of Delaware,
     as  amended.   We  are  not  admitted  to  the  Delaware  Bar.  In
     expressing  our  opinions set  forth herein,  we have reviewed and
     relied   upon,   without   further  investigation,  such  laws  as
     published in generally available sources.

          We  consent  to  the  filing  of  this  opinion  letter, or a
     reproduction   thereof,   as   an   exhibit  to  the  Registration
     Statement.   In giving such consent, however, we are not admitting
     that  we  are  within  the  category  of  persons whose consent is
     required  under  Section  7  of  the  Securities  Act  of 1933, as
     amended,   or   the   rules  or  regulations  promulgated  by  the
     Securities and Exchange Commission thereunder.

          This  opinion  letter  is  rendered  as of the date set forth
     above,  and  we  have no continuing obligation hereunder to inform
     you  of  any  changes  in  the applicable  law  or the facts after
     such  date  or  facts  of  which  we  become  aware after the date
     hereof,  even  though  such  changes  could  affect  our  opinions
     expressed herein.

     Very truly yours,

     /s/ Friday, Eldredge & Clark, LLP

     FRIDAY, ELDREDGE & CLARK, LLP
EXHIBIT
                                                            23.2

                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As  independent  public  accountants,  we hereby  consent  to  the
     incorporation by  reference in this  Registration Statement of our
     report  dated  February  9, 2001  included  in  Euronet Worldwide,
     Inc.'s previously filed Annual  Report on  Form 10-K (File No.  0-
     22167) for the year  ended December 31, 2000 and to all references
     to our Firm included in this Registration Statement.

                                             KPMG POLSKA SP. Z O.O.

     Warsaw, Poland
     October 17, 2001

                                   II-8-